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Exhibit 10.4
                                    AGREEMENT


         AGREEMENT (this "Agreement"), dated as of January 2, 1998, by and
between USABancShares, Inc., a Pennsylvania corporation (the "Company") and
Kenneth L. Tepper, an individual ("Tepper").

         WHEREAS:

         A. Tepper is the holder of all of the issued and outstanding shares of
Class B Common Stock, $.01 par value per share, of the Company (the "Class B
Stock");

         B. Pursuant to Section 5 of the Company's Amended and Restated Articles
of Incorporation (the "Articles of Incorporation"), the shares of Class B Stock
mandatorily convert into 10% of the then issued shares of Class A Common Stock,
$1.00 par value per share, of the Company (the "Class A Stock") on January 1,
2001.

         C. The Company intends to issue and sell to accredited investors in a
private placement (the "Private Placement") shares of Class A Stock;

         D. The Company may in the future issue and sell shares of Class A Stock
in one or more public offerings;

         E. The Company has determined that a modification of the existing
anti-dilutive conversion rights of the Class B Stock will have a favorable
effect on the Private Placement and any future public offerings by the Company;
and

         F. To enable the Company to achieve the favorable effect upon the
Private Placement, the Company and Tepper have agreed to limit the effect of the
anti-dilutive conversion feature of the Class B Stock.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and
Tepper, intending to be legally bound, hereby agree as follows:

         1. CONVERSION FREEZE OPTIONS. The Company may pay to Tepper One Hundred
and Fifty Thousand Dollars ($150,000) on January 2 (or such later date as the
Company and Tepper may agree) of each of 1998, 1999 and 2000, each of which
payments shall be deemed to be the Company's exercise of its option (each, a
"Conversion Freeze Option") requiring that the Conversion Waiver (as defined
below) be in effect for the period through and including the next succeeding
January 1.

         2. CONVERSION OF CLASS B STOCK . Subject to the Company's exercise of
each of its Conversion Freeze Options, Tepper hereby waives his right to receive
any shares of Class


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A Stock in excess of 81,381 shares, which shares shall be deemed to be fully
vested as of the date hereof and shall be subject to equitable adjustment for
stock splits, stock dividends, reclassifications or similar events subsequent to
the date hereof, upon the conversion of the Class B Stock into Class A Stock on
January 1, 2001, or sooner if provided for pursuant to the terms of the Articles
of Incorporation (the "Conversion Waiver"). If the Company fails for any reason
to exercise a Conversion Freeze Option by failing to make the required payment
therefor to Tepper on any given January 2nd (or such later date as the Company
and Tepper may agree), then the Conversion Waiver shall not apply with respect
to any shares of Class A Stock issued on or subsequent to such January 2nd and
on or prior to the next January 1st.

         3. VOTING RIGHTS. So long as the Class B Shares are held by Tepper,
Tepper shall retain all voting rights attendant thereto, including but not
limited to, the right to elect one-third of the members of the Board of
Directors of the Company.

         4. STOCK OPTIONS. The Company shall grant to Tepper incentive stock
options (the "Stock Options") to purchase up to 30,000 shares of Class A Stock
under the Company's Stock Option Plan. The Stock Options shall be exercisable
for a period of five (5) years from the date on which the Stock Options are
granted under the Company's Stock Option Plan and be on substantially the terms
(including the vesting schedules) contained in the stock option agreements
attached hereto as Exhibit A. The exercise period of the Stock Options shall
survive the expiration or termination of this Agreement for any reason. The
Stock Options shall be exercisable for the following prices:

                  Number of Options        Exercise Price

                  20,000                   110% of the Fair Market Value (as
                                           defined in the Stock Option Plan) of
                                           the Common Stock on the date hereof

                  10,000                   $20.00


         5.       GOVERNING LAW; MISCELLANEOUS.

                  a. Governing Law; Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania applicable to contracts made and to be performed in the
Commonwealth of Pennsylvania. The Company and Tepper irrevocably consent to the
jurisdiction of the United States federal courts and the state courts located in
the Commonwealth of Pennsylvania in any suit or proceeding based on or arising
under this Agreement and irrevocably agree that all claims in respect of such
suit or proceeding may be determined in such courts.

                  b. Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other parties.



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                  c. Headings. The headings of this Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement.

                  d. Severability. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction.

                  e. Entire Agreement; Amendments. This Agreement contains the
entire understanding of the parties with respect to the matters covered herein.
No provision of this Agreement may be waived other than by an instrument in
writing signed by the party to be charged with enforcement and no provision of
this Agreement may be amended other than by an instrument in writing signed by
each of the parties.

                  f.       Successors and Assigns.   This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
assigns.

                  g. Third Party Beneficiaries.This Agreement is intended for
the benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

                  h. Further Assurances. Each party shall do and perform, or
cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.


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         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the date first above written.


USABANCSHARES, INC.


By:_________________________                      ___________________________
Name:                                             KENNETH L. TEPPER
Title:


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