EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT


         THIS   EMPLOYMENT   AGREEMENT   (hereinafter   referred   to  as   this
"AGREEMENT"),  entered  into as of the 24th  day of May,  2000,  by and  between
Peoples  Federal Savings and Loan  Association of Massillon,  a savings and loan
association  chartered under the laws of the United States (hereinafter referred
to as the  "EMPLOYER"),  and  James  R.  Rinehart,  an  individual  (hereinafter
referred to as the "EMPLOYEE");


                                   WITNESSETH:


         WHEREAS, the EMPLOYEE is an employee of the EMPLOYER;

         WHEREAS,  as a result of the skill,  knowledge  and  experience  of the
EMPLOYEE, the Boards of Directors of the EMPLOYER desires to retain the services
of the EMPLOYEE as the Treasurer of the EMPLOYER;

         WHEREAS, the EMPLOYEE desires to continue to serve as the Treasurer of
the EMPLOYER; and

         WHEREAS,  the  EMPLOYEE  and the  EMPLOYER  desire  to enter  into this
AGREEMENT to set forth the terms and conditions of the  employment  relationship
between the EMPLOYER and the EMPLOYEE;


         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein contained, the EMPLOYER and the EMPLOYEE hereby agree as follows:

     1.  Employment  and Term.  Upon the terms and subject to the  conditions of
this  AGREEMENT,  the EMPLOYER  hereby  employs the  EMPLOYEE,  and the EMPLOYEE
hereby accepts  employment,  as the Treasurer of the EMPLOYER.  The term of this
AGREEMENT  shall  commence  on the date hereof and shall end on January 31, 2001
(hereinafter  referred to as the "TERM").  In January of each year, the Board of
Directors of the EMPLOYER shall review the EMPLOYEE's performance and record the
results of such review in the minutes of the Board of Directors.  This AGREEMENT
shall not be renewed or extended  without a taking of affirmative  action by the
Board of Directors of the EMPLOYER to cause such renewal or extension.

     2.       Duties of EMPLOYEE.

    (a) General Duties and  Responsibilities.  As the Treasurer of the EMPLOYER,
the EMPLOYEE  shall perform the duties and  responsibilities  customary for such
office  to the  best  of  his  ability  and  in  accordance  with  the  policies
established  by the Board of Directors of the EMPLOYER and all  applicable  laws
and  regulations.  The EMPLOYEE shall perform such other duties not inconsistent
with his  position  as may be  assigned to him from time to time by the Board of
Directors  and the  President  and  Chief  Executive  Officer  of the  EMPLOYER;
provided,  however,  that the EMPLOYER shall employ the EMPLOYEE during the TERM
in a senior management position without material  diminishment of the importance
or prestige of his position.

     (b) Devotion of Entire Time to the Business of the  EMPLOYER.  The EMPLOYEE
shall devote his entire  productive  time,  ability and attention  during normal
business  hours  throughout  the TERM to the faithful  performance of his duties
under this AGREEMENT and his duties for affiliates of the EMPLOYER. The EMPLOYEE
shall not directly or indirectly  render any services of a business,  commercial
or professional  nature to any person or organization  without the prior written
consent of the Board of Directors of the EMPLOYER;  provided,  however, that the
EMPLOYEE  shall not be  precluded  from (i)  vacations  and other  leave time in
accordance with Section 3(d) hereof; (ii) reasonable participation in community,
civic,  charitable  or similar  organizations;  or (iii) the pursuit of personal
investments  which do not  interfere  or conflict  with the  performance  of the
EMPLOYEE's duties to the EMPLOYER.


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     3.       Compensation, Benefits and Reimbursements.

     (a) Salary.  The EMPLOYEE  shall  receive  during the TERM an annual salary
payable in equal  installments  not less often than monthly.  The amount of such
annual  salary shall be $50,004  until  changed by the Board of Directors of the
EMPLOYER in accordance with Section 3(b) of this AGREEMENT.

     (b) Annual Salary Review.  In January of each year throughout the TERM, the
annual salary of the EMPLOYEE shall be reviewed by the Board of Directors of the
EMPLOYER  and shall be set,  effective  January  1, at an  amount  not less than
$50,004,  based  upon the  EMPLOYEE's  individual  performance  and the  overall
profitability and financial condition of the EMPLOYER  (hereinafter  referred to
as the "ANNUAL REVIEW").  The results of the ANNUAL REVIEW shall be reflected in
the minutes of the Board of Directors of the EMPLOYER.

     (c)  Employee  Benefit  Program.  During the TERM,  the  EMPLOYEE  shall be
entitled to participate in all formally  established  employee  benefit,  bonus,
pension and profit-sharing plans and similar programs that are maintained by the
EMPLOYER  from time to time,  including  programs  in respect  of group  health,
disability  or life  insurance,  and all  employee  benefit  plans  or  programs
hereafter  adopted in writing by the Board of  Directors  of the  EMPLOYER,  for
which senior  management  personnel are eligible,  including any employee  stock
ownership  plan,  stock  option plan or other stock  benefit  plan  (hereinafter
collectively referred to as the "BENEFIT PLANS").  Notwithstanding the foregoing
sentence, the EMPLOYER may discontinue or terminate at any time any such BENEFIT
PLANS, now existing or hereafter  adopted,  to the extent permitted by the terms
of such plans and shall not be  required to  compensate  the  EMPLOYEE  for such
discontinuance or termination.

     (d) Vacation and Sick Leave.  The EMPLOYEE shall be entitled,  without loss
of pay, to be absent  voluntarily  from the performance of his duties under this
AGREEMENT, subject to the following conditions:

     (i)   The EMPLOYEE  shall be entitled  to  an annual vacation in accordance
     with the  policies  periodically  established  by  the  EMPLOYER for senior
     management officials of the EMPLOYER;

     (ii)  Vacation time  shall be  scheduled  by the  EMPLOYEE  in a reasonable
     manner subject to approval by the EMPLOYER; and

     (iii) The EMPLOYEE shall be entitled to annual sick leave as established by
     the Board of Directors of the EMPLOYER for senior  management  officials of
     the EMPLOYER.  Upon  termination of  employment,  the EMPLOYEE shall not be
     entitled to receive  any  additional  compensation  from the  EMPLOYER  for
     unused sick leave.

     4.       Termination of Employment.

     (a)  General.  In  addition to the  termination  of the  employment  of the
EMPLOYEE upon the  expiration of the TERM,  the employment of the EMPLOYEE shall
terminate at any other time during the TERM upon the delivery by the EMPLOYER of
written notice of employment  termination to the EMPLOYEE.  Without limiting the
generality of the foregoing sentence, the following  subparagraphs (i), (ii) and
(iii) of this Section 4(a) shall govern the  obligations  of the EMPLOYER to the
EMPLOYEE upon the occurrence of the events described in such subparagraphs:

     (i) Termination  for JUST CAUSE. In the event that the EMPLOYER  terminates
     the  employment of the EMPLOYEE  during the TERM because of the  EMPLOYEE's
     personal dishonesty,  incompetence, willful misconduct, breach of fiduciary
     duty involving personal profit,  intentional  failure or refusal to perform
     the  duties  and  responsibilities  assigned  in  this  AGREEMENT,  willful
     violation of any law,  rule,  regulation  or final  cease-and-desist  order
     (other than traffic violations or similar offenses), conviction of a felony
     or for fraud or  embezzlement,  or material breach of any provision of this
     AGREEMENT  (hereinafter  collectively  referred  to as "JUST  CAUSE"),  the
     EMPLOYEE  shall  not  receive,  and  shall  have no right to  receive,  any
     compensation or other benefits for any period after such termination.


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     (ii)  Termination in connection with CHANGE OF CONTROL.

           (A) In the event that,  before the  expiration of the TERM and within
     six months  before or within one year after a CHANGE OF CONTROL (as defined
     hereinafter)  of the  EMPLOYER,  (I)  the  employment  of the  EMPLOYEE  is
     terminated for any reason other than JUST CAUSE,  (II) the present capacity
     or circumstances in which the EMPLOYEE is employed are materially  changed,
     or (III) the EMPLOYEE's responsibilities,  authority, compensation or other
     benefits  provided under this AGREEMENT are  materially  reduced,  then the
     following shall occur:

                  (a) The EMPLOYER  shall promptly pay to the EMPLOYEE or to his
           beneficiaries,  dependents or estate an amount equal to two times the
           greater  of (1) the annual  salary set forth in Section  3(a) of this
           AGREEMENT  or (2) the  annual  salary  payable to the  EMPLOYEE  as a
           result of any ANNUAL REVIEW; and

                  (b) The EMPLOYEE  shall not be required to mitigate the amount
           of any  payment  provided  for in this  AGREEMENT  by  seeking  other
           employment  or otherwise,  nor shall any amounts  received from other
           employment  or  otherwise  by the  EMPLOYEE  offset in any manner the
           obligations of the EMPLOYER hereunder.

           (B) The EMPLOYEE may voluntarily terminate his employment pursuant to
     this AGREEMENT within twelve months following a CHANGE OF CONTROL and shall
     be entitled to  compensation  as set forth in Section  4(a)(ii)(A)  of this
     AGREEMENT in the event that:

                  (I)  the  present  capacity  or  circumstances  in  which  the
           EMPLOYEE is  employed  are  materially  changed  (including,  without
           limitation, a material reduction in responsibilities or authority, or
           the   assignment   of   duties  or   responsibilities   substantially
           inconsistent  with those  normally  associated  with the  position of
           Treasurer);

                  (II)  the EMPLOYEE is no longer the Treasurer of the EMPLOYER;

                  (III) the EMPLOYEE is required to move his personal residence,
           or perform his principal executive  functions,  more than thirty-five
           (35) miles from his primary office as of the date of the commencement
           of the TERM of this AGREEMENT; or

                  (IV) the EMPLOYER  otherwise  breaches  this  AGREEMENT in any
           material respect.

     In the event that payments pursuant to this subsection (ii) would result in
     the  imposition  of a penalty  tax  pursuant to Section  280G(b)(3)  of the
     Internal Revenue Code of 1986, as amended, and the regulations  promulgated
     thereunder  (hereinafter  collectively referred to as "SECTION 280G"), such
     payments  shall be reduced  to the  maximum  amount  that may be paid under
     SECTION  280G without  exceeding  such  limits.  Payments  pursuant to this
     subsection  also may not exceed the limit set forth in Regulatory  Bulletin
     27a of the Office of Thrift Supervision.

     (iii)  Termination  Without  JUST CAUSE or CHANGE OF CONTROL.  In the event
     that the employment of the EMPLOYEE is terminated  before the expiration of
     the TERM other  than (A) for JUST CAUSE or (B) within six months  before or
     within one year after a CHANGE OF CONTROL, the following shall occur:

                  (I) The EMPLOYER  shall promptly pay to the EMPLOYEE or to his
           beneficiaries, dependents or estate an amount equal to the greater of
           (a) the annual salary set forth in Section 3(a) of this  AGREEMENT or
           (b) the  annual  salary  payable to the  EMPLOYEE  as a result of any
           ANNUAL REVIEW;





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                  (II) The EMPLOYEE,  his dependents,  beneficiaries  and estate
           shall  continue to be covered  under the health  benefit  plan of the
           EMPLOYER  at the  EMPLOYER'S  expense as if the  EMPLOYEE  were still
           employed  under this  AGREEMENT  until the earliest of one year after
           the termination of the EMPLOYEE's employment or the date on which the
           EMPLOYEE is included in another  employer's  health benefit plan as a
           full-time employee;  provided,  however,  that if EMPLOYER is unable,
           pursuant to the terms of its health  insurance  plan, to provide such
           coverage to the EMPLOYEE after termination, the EMPLOYER shall pay to
           the  EMPLOYEE  an  amount  sufficient  for  the  EMPLOYEE  to  obtain
           substantially equivalent health insurance from another source; and

                  (III) The  EMPLOYEE  shall not be  required  to  mitigate  the
           amount of any payment provided for in this AGREEMENT by seeking other
           employment  or otherwise,  nor shall any amounts  received from other
           employment  or  otherwise  by the  EMPLOYEE  offset in any manner the
           obligations of the EMPLOYER hereunder.

     In the event that payments  pursuant to this subsection  (iii) would result
     in the imposition of a penalty tax pursuant to SECTION 280G,  such payments
     shall be reduced to the maximum  amount that may be paid under SECTION 280G
     without  exceeding those limits.  Payments pursuant to this subsection also
     may not exceed the limit set forth in Regulatory Bulletin 27a of the Office
     of Thrift Supervision.

     (b) Death of the EMPLOYEE. The TERM automatically terminates upon the death
of the  EMPLOYEE.  In the event of such death,  the  EMPLOYEE's  estate shall be
entitled to receive the  compensation  due the EMPLOYEE  through the last day of
the calendar month in which the death  occurred,  except as otherwise  specified
herein.

     (c)  "Golden  Parachute"  Provision.  Any  payments  made  to the  EMPLOYEE
pursuant to this  AGREEMENT or  otherwise  are subject to and  conditioned  upon
their  compliance  with  12  U.S.C.ss.1828(k)  and any  regulations  promulgated
thereunder.

     (d)  Definition  of "CHANGE OF  CONTROL".  A "CHANGE OF  CONTROL"  shall be
deemed to have  occurred  in the event that,  at any time during the  EMPLOYMENT
TERM, either any person or entity obtains "conclusive  control" of the EMPLOYERS
within the  meaning of 12 C.F.R.  ss.574.4(a),  or any person or entity  obtains
"rebuttable  control"  within the meaning of 12 C.F.R.  ss.574.4(b)  and has not
rebutted control in accordance with 12 C.F.R. ss.574.4(c).

     5.       Special Regulatory Events.   Notwithstanding  Section  4  of  this
AGREEMENT,  the obligations of the EMPLOYER to the EMPLOYEE shall be as  follows
in the event of the following circumstances:

     (a). If the  EMPLOYEE  is  suspended  and/or  temporarily  prohibited  from
participating in the conduct of the EMPLOYER's  affairs by a notice served under
section  8(e)(3) or (g)(1) of the Federal  Deposit  Insurance  Act  (hereinafter
referred to as the "FDIA"),  the  EMPLOYER'S  obligations  under this  AGREEMENT
shall be suspended as of the date of service of such  notice,  unless  stayed by
appropriate  proceedings.  If the  charges  in the  notice  are  dismissed,  the
EMPLOYER  may,  in  its  discretion,  pay  the  EMPLOYEE  all  or  part  of  the
compensation withheld while the obligations in this AGREEMENT were suspended and
reinstate, in whole or in part, any of the obligations that were suspended.

     (b)  If  the  EMPLOYEE  is  removed  and/or  permanently   prohibited  from
participating in the conduct of the EMPLOYER's  affairs by an order issued under
Section  8(e)(4) or (g)(1) of the FDIA,  all  obligations  of the EMPLOYER under
this AGREEMENT shall terminate as of the effective date of such order; provided,
however,  that  vested  rights of the  EMPLOYEE  shall not be  affected  by such
termination.






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     (c) If the  EMPLOYER  is in default  as  defined in section  3(x)(1) of the
FDIA, all  obligations  under this AGREEMENT  shall  terminate as of the date of
default;  provided,  however,  that vested  rights of the EMPLOYEE  shall not be
affected.

     (d) All obligations under this AGREEMENT shall be terminated, except to the
extent of a determination  that the  continuation of this AGREEMENT is necessary
for the continued  operation of the EMPLOYER,  (i) by the Director of the Office
of Thrift  Supervision  (hereinafter  referred to as the  "OTS"),  or his or her
designee at the time that the Federal Deposit Insurance  Corporation enters into
an agreement  to provide  assistance  to or on behalf of the EMPLOYER  under the
authority  contained in Section 13(c) of the FDIA or (ii) by the Director of the
OTS, or his or her designee,  at any time the Director of the OTS, or his or her
designee,  approves  a  supervisory  merger to resolve  problems  related to the
operation of the EMPLOYER or when the EMPLOYER is  determined by the Director of
the OTS to be in an  unsafe  or  unsound  condition.  No  vested  rights  of the
EMPLOYEE shall be affected by any such action.

     6. Consolidation, Merger or Sale of Assets. Nothing in this AGREEMENT shall
preclude the EMPLOYER from  consolidating  with,  merging into, or  transferring
all, or substantially all, of its assets to another corporation that assumes all
of  the  EMPLOYER'S  obligations  and  undertakings   hereunder.   Upon  such  a
consolidation,  merger or  transfer  of  assets,  the term  "EMPLOYER,"  as used
herein,  shall mean such other  corporation or entity,  and this AGREEMENT shall
continue in full force and effect.

     7.  Confidential  Information.  The EMPLOYEE  acknowledges  that during his
employment he will learn and have access to confidential  information  regarding
the EMPLOYER and its customers and businesses. The EMPLOYEE agrees and covenants
not to disclose or use for his own  benefit,  or the benefit of any other person
or entity, any confidential  information,  unless or until the EMPLOYER consents
to such disclosure or use or such  information  becomes common  knowledge in the
industry or is otherwise  legally in the public  domain.  The EMPLOYEE shall not
knowingly  disclose  or  reveal  to any  unauthorized  person  any  confidential
information relating to the EMPLOYER, its subsidiaries or affiliates,  or to any
of the  businesses  operated  by  them,  and the  EMPLOYEE  confirms  that  such
information  constitutes  the exclusive  property of the EMPLOYER.  The EMPLOYEE
shall  not  otherwise  knowingly  act or  conduct  himself  (a) to the  material
detriment of the EMPLOYER, its subsidiaries,  or affiliates,  or (b) in a manner
which is inimical or contrary to the interests of the EMPLOYER.

     8.  Nonassignability.  Neither  this  AGREEMENT  nor any right or  interest
hereunder  shall be  assignable  by the EMPLOYEE,  his  beneficiaries,  or legal
representatives without the EMPLOYER'S prior written consent; provided, however,
that nothing in this Section 8 shall preclude (a) the EMPLOYEE from  designating
a beneficiary to receive any benefits  payable  hereunder upon his death, or (b)
the executors, administrators, or other legal representatives of the EMPLOYEE or
his estate from assigning any rights hereunder to the person or persons entitled
thereto.

     9. No  Attachment.  Except as required by law, no right to receive  payment
under this AGREEMENT shall be subject to anticipation,  commutation, alienation,
sale, assignment,  encumbrance, charge, pledge or hypothecation or to execution,
attachment,  levy, or similar process of assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.

     10.      Binding  Agreement.  This  AGREEMENT  shall  be  binding upon, and
inure to  the  benefit of, the  EMPLOYEE  and the  EMPLOYER  and  its respective
permitted successors and assigns.

     11.      Amendment of AGREEMENT.   This  AGREEMENT  may  not be modified or
amended,  except by an instrument in writing signed by the parties hereto.

     12. Waiver.  No term or condition of this AGREEMENT shall be deemed to have
been  waived,  nor shall there be an estoppel  against  the  enforcement  of any
provision of this AGREEMENT,  except by written  instrument of the party charged
with  such  waiver  or  estoppel.  No such  written  waiver  shall  be  deemed a
continuing waiver,  unless  specifically  stated therein,  and each waiver shall
operate  only  as to the  specific  term  or  condition  waived  and  shall  not
constitute  a waiver of such term or  condition  for the future or as to any act
other than the act specifically waived.

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<PAGE>



     13.  Severability.  If, for any reason,  any provision of this AGREEMENT is
held  invalid,  such  invalidity  shall not affect the other  provisions of this
AGREEMENT not held so invalid,  and each such other provision shall, to the full
extent  consistent with applicable  law,  continue in full force and effect.  If
this AGREEMENT is held invalid or cannot be enforced,  then any prior  AGREEMENT
between the EMPLOYER  (or any  predecessor  thereof)  and the EMPLOYEE  shall be
deemed  reinstated to the full extent permitted by law, as if this AGREEMENT had
not been executed.

     14.      Headings.  The  headings  of  the  paragraphs  herein are included
solely for  convenience  of  reference  and  shall  not  control  the meaning or
interpretation of any of the provisions of this AGREEMENT.

     15.      Governing  Law.  This  AGREEMENT has been executed  and  delivered
in the  State  of  Ohio  and  its  validity,  interpretation,  performance,  and
enforcement  shall be governed by the laws of this State of Ohio,  except to the
extent that federal law is governing.

     16.      Effect of Prior Agreements.  This  AGREEMENT  contains  the entire
understanding  between  the parties  hereto and supersedes any  prior employment
agreement  between  the  EMPLOYER  or  any  predecessor of  the EMPLOYER and the
EMPLOYEE.

     17.      Notices.  Any notice or other communication  required or permitted
pursuant  to  this  AGREEMENT  shall  be  deemed  delivered  if  such  notice or
communication  is  in  writing  and  is  delivered  personally  or  by facsimile
transmission  or  is deposited  in  the  United  States  mail,  postage prepaid,
addressed as follows:

         If to the EMPLOYER:

                  Peoples Federal Savings and Loan Association of Massillon
                  211 Lincoln Way East
                  Massillon, Ohio  44646
                  Attention:  Secretary

         With copies to:

                  Cynthia A. Shafer
                  Vorys, Sater, Seymour and Pease LLP
                  Atrium Two, Suite 2100
                  221 East Fourth Street
                  Cincinnati, Ohio  45201-0236

         If to the EMPLOYEE to:

                  James R. Rinehart
                  2297 Magnolia Road N.W.
                  Magnolia, Ohio 44643













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         IN WITNESS  WHEREOF,  the  EMPLOYER  has caused  this  AGREEMENT  to be
executed  by its duly  authorized  officer,  and the  EMPLOYEE  has signed  this
AGREEMENT, each as of the day and year first above written.



Attest:                                     PEOPLES FEDERAL SAVINGS AND LOAN
                                            ASSOCIATION OF MASSILLON



-----------------------             -----------------------------------
                                            its ____________________

Attest:



-----------------------             -----------------------------------
                                            James R. Rinehart


































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