Exhibit 10.5    




SERVICE AGREEMENT  



        This
Administrative Services and Facilities Agreement (“Agreement”) is made as of
October 13, 2004, by and between QUAINT OAK SAVINGS BANK, a Pennsylvania mutual savings
bank (“Bank”) and Robert J. Phillips, an individual and a Bank Trustee with an
address at 61 Green Tree Drive, Doylestown, PA 18901 (“Affiliated Service
Provider”). 



Background:  



        A.                 Bank
requires the performance of the following services: Business Development           & other
services as requested (the “Services”).  



        B.                 Affiliated
Service Provider is willing to provide the Services on terms           agreeable to the
Bank.  



        NOW
THEREFORE, in consideration of the premises and mutual obligations contained herein, and
intending to be legally bound, the parties hereto agree as follows: 



                1.       Provision
of Services. Affiliated Service Provider will provide the           services at such
times, and in such manner, as Bank may reasonably request and           require from time
to time. If Affiliated Service Provider is an individual, he           or she shall not
be deemed an employee because of this Agreement, but shall be           engaged as an
extension of the Trustee position. Bank and Affiliated Service           Provider are not
partners or joint venturers in connection with the Services to           be performed.  



                2.                 Term.
This Agreement shall remain in effect until terminated upon the mutual           written
consent of the parties hereto. Either party may terminate this Agreement           at any
time upon written notice to the other party. Notwithstanding termination           of
this Agreement: (i) Affiliated Service Provider shall complete the           performance
of any Services engaged by Bank prior to the termination of this           Agreement; and
(ii) Bank shall pay Affiliated Service Provider for any Services           performed
pursuant to this Agreement.  



                3.                 Compensation.
In consideration of the Services, Bank shall pay Affiliated           Service Provider
compensation in the amounts and on the terms set forth on           Exhibit A to this
Agreement. The parties contemplate that the amount of           compensation hereunder
may be adjusted from time to time to reflect the fair,           arms’ length value
of the Services actually provided by Affiliated Service           Provider to Bank from
time to time. Any change to the amounts, rates or terms of           compensation shall
be in writing.  



                4.       Regulatory
Compliance.  



                (a)                 This
Agreement shall in all events be subject to all applicable banking laws and
          regulations, including without limitation the provisions of the Pennsylvania
          Banking Code, and to the extent applicable Sections 23A and 23B of the Federal
          Reserve Act and the regulations thereunder. Notwithstanding any provision of
          this Agreement or any exhibit, the provision of Services, and the payment of
          compensation therefor shall be — 





 
	 	
	 















                (1)                 on
terms and under circumstances that are substantially the same, or at least as
          favorable to Bank, as those prevailing at the time for comparable transactions
          with or involving other nonaffiliated companies, or  



                (2)                 in
the absence of comparable transactions, on terms and under circumstances that
          in good faith would be offered to, or would apply to, nonaffiliated companies.  



        (b)                 The
parties agree to modify this Agreement and the compensation payable           hereunder
from time to time to conform to any applicable regulatory           requirements.
Affiliated Service Provider agrees to be subject to examination by           Bank’s
regulators to the extent deemed appropriate or necessary by such           regulators in
connection with this Agreement.  



        5.       Authorization.
Bank and Affiliated Service Provider respectively           represent and warrant, one to
the other, that this Agreement has been duly           authorized on their respective
behalf. Bank represents and warrants to           Affiliated Service Provider that a copy
of this Agreement, fully executed, shall           be continuously maintained hereafter
as a part of the Bank’s corporate           records.  



        6.       Assignment.
This Agreement and all of the provisions hereof shall be           binding upon and inure
to the benefit of the parties hereto and their respective           successors and
permitted assigns. Neither this Agreement nor any of the rights,           interests or
obligations hereunder may be assigned by any of the parties hereto,           by
operation of law or otherwise, without the prior written consent of the other
          parties.  



        7.       Entire
Agreement. This agreement (including the Exhibits hereto) embodies           the
entire agreement and understanding of the parties with respect to the
          transactions contemplated hereby and supersedes all prior written or oral
          commitments, arrangements or understandings with respect thereto. There are no
          restrictions, agreements, promises, warranties, covenants or undertakings with
          respect to the transactions contemplated hereby other than those expressly set
          forth herein or therein.  



        8.       Counterparts.
This Agreement may be executed in two or more counterparts,           all of which shall
be considered one and the same agreement and each of which           shall be deemed an
original.  



        9.       Governing
Law. This Agreement shall be governed by the laws of the           Commonwealth of
Pennsylvania (regardless of the laws that might be applicable           under principles
of conflicts of law) as to all matters, including but not           limited to matters of
validity, construction, effect and performance, except to           the extent such laws
are pre-empted by applicable federal laws or regulations.  



        10.       Severability.
If any one or more of the provisions of this Agreement           shall be held to be
invalid, illegal or unenforceable, the validity, legality or           enforceability of
the remaining provisions of this Agreement shall not be           affected thereby. To
the extent permitted by applicable law, each party waives           any provision of law
that renders any provision of this Agreement invalid,           illegal or unenforceable
in any respect.  





 
	 	
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        11.       Amendments.
This Agreement may not be changed, modified or amended except           by written
agreement signed by all parties hereto.  



        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written. 



Bank:

  QUAINT OAK SAVINGS BANK 



	By:  	  	/s/
Robert T. Strong 

Robert T. Strong, President 










Affiliated Service
Provider: 







/s/ Robert J. Phillips 


Robert J. Phillips, Trustee 







 
	 	
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EXHIBIT A 





Services Compensation 







Compensation shall be
paid to Affiliated Service Provider by Bank on the following terms: 





$25.00 per hour