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                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is entered into this ____ day of________ 1999, by and
between USACapital, Inc., (hereinafter referred to as USA), and Sean M. Sweeney
(hereinafter referred to as "Executive") for the position and title of


                  President and Chief Executive Officer ("CEO")


                              W I T N E S S E T H :

         WHEREAS, USA wishes to assure itself of the services of Executive for
the period provided in this Agreement, and Executive is willing to serve in the
USA's employ on a full time basis for said period;

         WHEREAS, the Board of Directors of USA have determined that the best
interests of USA would be served by providing the Executive with protection and
special benefits provided for herein;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereby agree as follows:

                  Section I. Employment

                  A. Duties of Employment. USA agrees to employ Executive, and
Executive agrees to remain in the employ of USA for the period stated in
paragraph B hereof and upon the other terms and conditions herein provided. USA
employs Executive and Executive agrees to serve as a member of senior management
of USA for the term and on the conditions hereinafter set forth, with the title
President and CEO of USA and with the responsibilities related therewith as
shall be further setforth by the Chairman of the Board of Directors of USA.
Executive agrees to perform such services not inconsistent with his position as
shall from time to time be assigned to him.

                  B. Term of Employment. The duties and obligations of the
Executive and USA under this Agreement shall commence as of the date of this
Agreement, and shall continue for a period of two (2) years (said two (2) year
period being hereinafter referred to as the "Term of Employment"). This
Agreement shall automatically renew annually for an additional two-year period
unless written notice is given by either Executive or USA 60 days prior to
expiration hereof.
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                  Section II. Compensation

                  A. Salary. USA agrees to pay the Executive during the Term of
Employment an annual base salary equal to One Hundred Fifty Thousand Dollars
($150,000.00) (hereinafter referred to as "Salary"). Such Salary shall be
payable on a biweekly basis as concomitant with all employees of USA.

                  B. Bonus. USA will further consider payment to the Executive
of an annual bonus (hereinafter referred to as "Bonus"). Such Bonus shall be
entirely discretionary and may or may not be granted if so determined by the
Chairman of the Board of Directors of USA.

                  Section III. Duty of Loyalty and Attention

                  A. Executive shall devote his full-time and best effort to the
performance of his employment under this Agreement and shall perform his duties
under this Agreement in accordance with such reasonable standards expected of
employees of comparable positions in comparable organizations and as may be
established from time to time by USA's Board of Directors.

                  B. During the Executive's Term of Employment, the Executive
shall not, at any time or place, either directly or indirectly engage in any
business or activity in competition with the business affairs or interests of
USA.

                           Section IV. Executive Benefits

                  A. Executive will be entitled to receive benefits under any
present or future group hospitalization, retirement, health, dental care,
vacation or sick leave plan, life or other insurance, as made available to other
members of USA.

                  B. Executive shall be reimbursed for reasonable
business-related expenses on a monthly basis and have available to him a parking
space.

                  Section V. Termination and Termination Pay

                  A. Event of Termination. Upon the occurrence of an Event of
Termination (as hereinafter defined) during the period of Executive's employment
under this Agreement, the provisions of this paragraph A shall apply. As used in
this Agreement, an "Event of Termination" shall mean the termination by USA of
Executive's employment hereunder for any reason other than because of
retirement. A termination for "cause" shall include termination because of the
Executive's personal dishonesty, misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, violation of any
law, rule or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order, or material breach of any provision of this
Agreement. In the event of termination for cause the Executive shall have no
right to receive further compensation, Salary, or Bonus of any kind, or other
benefits for any period after such termination.
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                  B. Event of Termination Without Cause. Upon the occurrence of
an Event of Termination other than for "Cause" as hereinabove defined, USA shall
pay the Executive on a biweekly basis, while living, during the lessor period of
obtaining employment or the Employment Agreement, the Executive's current
salary, medical benefits and the use of a company automobile. USA shall also pay
any earned bonuses, as well as any expense reimbursements due to the Executive.
Payments shall commence on the pay cycle immediately following said occurrence,
which said occurrence shall be viewed as a determination by USA not to extend
the agreement beyond the Term of Employment as set forth in section I, paragraph
B. Executive must be provided written notice at least 60 days prior to
termination as set forth herein.

                  C. In the event of a Change in Control, as described in the
USABancShares.com Inc, Stock Option Plan, the Executive shall be entitled to his
current salary, medical benefits for the period of time equal to twenty four
(24) months, if he is not offered continued employment with the same job title,
responsibilities, locality and compensation, noted herein.

                  D. Event of Executive Terminating Employment If the Executive
terminates employment or does not renew the Employment Agreement the Executive
is entitled to all earned compensation (salary and bonuses), and all expense
reimbursements due to the Executive through his last day of employment with USA.

                  E. Power of Chairman of the Board of Directors to Terminate
Executive. The Chairman of the Board of Directors of USA may terminate the
Executive at any time; in the event of such termination the provisions of
Section VI, Paragraphs A and B shall apply.

                  F. Suspension of Employment. If the Executive is suspended
and/or temporarily prohibited from participating in the conduct of USA's affairs
by a notice served under applicable regulatory guidelines, USA's obligations
under the Agreement shall be suspended as of the date of service, unless stayed
by appropriate proceedings. If the charges in the notice are dismissed, USA
shall: (i) pay the Executive all of the compensation withheld while its contract
obligations were suspended; and (ii) reinstate its obligations which were
suspended.

                  Section VI. Proprietary Information

                  A. Fiduciary Obligations. In the course of service to USA, the
Executive may have access to confidential information (hereinafter referred to a
"Proprietary Information"). Proprietary Information shall include all
information which gives USA a competitive advantage, including without
limitation, know-how, strategic or technical data, processes, business or
financial documents or information, sales and marketing data, marketing research
data, all customer and prospective customer lists, customer account records,
personnel records, placement information, all financial information of the
Association and its customers, and sources of supply and trade secrets, all of
which are confidential and proprietary, owned or used by any of the above
companies. Proprietary Information shall also include any and all items
constituting a "trade secret" whether or not enumerated in the preceding

<PAGE>

sentence, and coming within the scope of USA business as to which the Executive
may have access. Proprietary Information shall not include any records, data, or
information which are in the public domain during the term of this Agreement,
provided the same are not in the public domain as a consequence of disclosure
directly or indirectly by the Executive in violation of this Agreement. The
Executive acknowledges and agrees that Proprietary Information is of critical
importance to USA, and a violation of this Agreement would seriously and
irreparably impair and damage USA's business. The Executive shall keep all
Proprietary Information in a fiduciary capacity for the sole and exclusive
benefit of USA.

                  B. Non-disclosure. The Executive shall not, during the term of
this Agreement, or for a period of two (2) years thereafter, use for his own
benefit, or disclose, directly or indirectly, any Proprietary Information to any
person other than USA or authorized employees thereof at the time of such
disclosure, or such other persons to whom the Executive has been specifically
instructed to make disclosure by the Board, and in all such cases only to the
extent required in the course of the Executive's service to USA. At the
termination of the Executive's employment, the Executive shall deliver to USA
all notes, letters, documents, and records which may contain Proprietary
Information which are then in his possession or control and shall not retain or
use any copies or summaries thereof.

                  C. Survival of Covenants. The covenants of the Executive in
this Section shall survive the termination or expiration of this Agreement
hereunder and shall expire two (2) years from the date of termination or
expiration of this Agreement.

                  Section VII. Successors and Assigns

                  A. Successor in Interest. This Agreement shall inure to the
benefit of and be binding upon any corporate or other successor of USA which
shall acquire, directly or indirectly, by merger, consolidation, purchase, or
otherwise, all or substantially all of the assets of USA.

                  B. Prohibition of Assignment. Since USA is contracting for the
unique and personal skills of the Executive, the Executive shall be precluded
from assigning or delegating his rights or duties hereunder without first
obtaining written consent of USA.

                  Section VIII. Amendments/Applicable Law

                  A. No amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.

                  B. This Agreement shall be governed by all respects whether as
to validity, construction, capacity, performance, or otherwise, by the laws of
the Commonwealth of Pennsylvania, except to the extent that federal law shall be
deemed to apply.
<PAGE>

                  Section IX. Severability

                  A. In the event any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal, or
unenforceable in any respect, the invalidity, illegality, or unenforceability
shall not affect any other provision, and this Agreement shall be construed as
if the invalid, illegal, or unenforceable provision had never been contained
therein. This Agreement shall replace in full any existing agreement that
Executive has with USA.








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                  Section X. Arbitration

                  A. In the event of any dispute or claim arising out of or
relating to this Agreement, or to any interpretation of any terms hereof, or of
any action to be taken or not be taken by any of the parties hereto in
compliance herewith, or as to the breach hereof such matters shall be settled
exclusively by submission to arbitration in accordance with the rules of the
American Arbitration Association of the City of Philadelphia.

         In Witness Whereof, the parties have executed this Agreement on the day
and year first hereinabove written.



USACapital, Inc.

Kenneth L. Tepper
Chairman of the Board of Directors


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Witness:
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Sean M. Sweeney - Executive


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Witness:
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