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                                                       Kenneth L. Tepper
                                                       717 Eagle Farm Rd.
                                                       Villanova, PA 19085

February 23, 2001

USABancShares.com, Inc.
One Lincoln Plaza
1535 Locust Street
Philadelphia, PA 19102

vBank, A Savings Bank
One Lincoln Plaza
1535 Locust Street
Philadelphia, PA 19102

Dear Sirs:

         This letter shall memorialize the terms of my resignation from my
positions of President and Chief Executive Officer of USABancShares.com, Inc.
("USAB"), Chief Executive Officer of vBank, A Savings Bank ("vBank") and as a
director of each of USAB and vBank, and any other positions I hold with any
subsidiaries thereof (USAB, vBank and all subsidiaries thereof being
collectively referred to as the "Corporation"), effective as of the date hereof.

1. Payment.

         USAB and vBank, jointly and severally agree to collectively pay me a
one-time payment of $250,000, the use of an automobile and certain health and
other insurance benefits already in place for a period of one (1) year, upon my
tender of and counter-execution of this letter, as satisfaction of all
obligations of USAB and vBank under the Employment Agreement, dated May 13,
1999, by and among USAB, vBank and me and/or under any other employment
agreements or arrangements among USAB, vBank and me.

2. Non-Compete.

         I agree not to compete, directly or indirectly, as an officer,
director, consultant, partner or beneficial owner of more than 5% of the
outstanding securities of any community bank or community bank holding company
doing business in the metropolitan Philadelphia, Pennsylvania area until
December 31, 2001.


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3. Release.

         The Corporation hereby agrees to remise, release and forever discharge
me and hold me harmless from any and all claims, liabilities, demands, actions,
causes of action or suits, whether known, suspected or unknown, foreseen or
unforeseen, which the Corporation had, now has or could hereafter have, or which
the Corporation may claim to have had or now or hereafter have by reason of any
of my actions or inactions as an officer or director of the Corporation or
otherwise relating to my employment with the Corporation.

         I hereby agree to remise, release and forever discharge the Corporation
and its officers, directors, employees, shareholders, consultants, affiliates,
agents, representatives, advisors, predecessors, successors and assigns from any
and all claims, liabilities, demands, actions, causes of action or suits,
whether known, suspected or unknown, foreseen or unforeseen, which I had, now
have or could hereafter have, or which I may claim to have had or now or
hereafter have, provided that nothing in this letter shall be deemed to limit my
right to seek indemnification pursuant to any indemnification provisions of the
Articles of Incorporation and/or Bylaws or the Corporation or under applicable
law.

4. Confidentiality.

         We agree to keep the contents of this agreement and the circumstances
surrounding my resignation confidential, unless such disclosure is mandated by
an appropriate regulatory authority and I am given timely notice of such mandate
and given reasonable opportunity to contest such mandate. In the event it is
determined by counsel of the Corporation that a public announcement of my
resignation must be made, we agree that all of the parties to this letter
agreement must approve the contents of such public announcement prior to its
release, which approval shall not be unreasonably withheld. We agree not to make
any disparaging, slanderous or defamatory remarks regarding the other.



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5. Miscellaneous.

         We agree that this letter agreement comprises the entire agreement of
the terms of my resignation and supersedes all prior understandings or
agreements among the parties to this letter agreement.

         Please acknowledge your acceptance and agreement to the terms of this
letter agreement by executing the appropriate space below and returning a copy
of this letter agreement to me, whereupon this shall be a legal and binding
agreement between us.


                                         Very truly yours,



                                         Kenneth L. Tepper

AGREED AND ACKNOWLEDGED:

USABANCSHARES.COM, INC./
VBANK, A SAVINGS BANK



By:
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Name: George M. Laughlin
Title: Chairman of the Board