EXHIBIT 10-16(b)


                     OPERATING AGREEMENT

                             OF

                  HOME TEAM FINANCIAL, LLC

<PAGE>

                     TABLE OF CONTENTS
                     _________________

SECTION 1 - DEFINITIONS.....................................1
SECTION 2 - ORGANIZATION....................................4
SECTION 3 - PURPOSE.........................................4
SECTION 4 - TERM............................................4
SECTION 5 - PRINCIPAL OFFICE................................4
SECTION 6 - COMPANY CAPITAL AND PERCENTAGE INTERESTS........4
SECTION 7 - CAPITAL ACCOUNTS................................5
SECTION 8 - ALLOCATION OF PROFITS OR LOSSES.................6
SECTION 9 - DISTRIBUTIONS...................................6
SECTION 10 - TAX ELECTIONS..................................6
SECTION 11 - TAX MATTERS PARTNER............................7
SECTION 12 - CONFLICTS OF INTEREST..........................7
SECTION 13 -MANAGEMENT BY OPERATING COMMITTEE...............9
SECTION 14 - OFFICERS......................................11
SECTION 15 - RESPONSIBILITIES OF UNCB......................12
SECTION 16 - TRANSFER OF INTERESTS; ADMISSION OF ADDITIONAL
 MEMBERS...................................................13
SECTION 17 - BUYOUT METHODOLOGY............................15
SECTION 18 - DISSOLUTION - BUYOUT BY INDIVIDUAL MEMBERS....15
SECTION 19 - BOOKS AND RECORDS.............................17
SECTION 20 - LIABILITY OF MEMBERS..........................17
SECTION 21 - INDEMNIFICATION...............................17
SECTION 22 - MISCELLANEOUS.................................19

ANNEX A -  INITIAL CAPITAL CONTRIBUTIONS,  OWNERSHIP SHARES AND
 VOTING RIGHTS........................................... A-1
ANNEX B - LIST OF ASSETS PURCHASED BY THE COMPANY FROM HOME TEAM
 MORTGAGE, INC............................................B-1
ANNEX C -  NET PROFIT DISTRIBUTION SCHEDULE...............C-1
ANNEX D -  BUYOUT PAYMENTS ON DEATH OR DISABILITY.........D-1

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                    OPERATING AGREEMENT
                            OF
                  HOME TEAM FINANCIAL, LLC
           (A Pennsylvania Limited Liability Company)


     This Operating Agreement of Home Team Financial, LLC (the
"Company"), dated as of July 15, 2005 has been adopted by and
among the Members of the Company.

                          RECITALS

     WHEREAS, the Company has been organized as a Pennsylvania
limited liability company by the filing of a certificate of
organization with the Department of State of the Commonwealth of
Pennsylvania under and pursuant to the Act.

     WHEREAS, the undersigned desire to set forth certain
operating standards and procedures to be applicable to the
Company and the Members with respect to the affairs of the
Company and the conduct of its business;

     NOW, THEREFORE, the undersigned hereby state as follows:

     1.   Definitions. In addition to the terms defined in other
          ___________
provisions of this Agreement, including without limitation all
Annexes hereto, the following terms all have the meanings set
forth below unless the context requires otherwise:

     "Act." The Pennsylvania Limited Liability Company Law of
1994, 15 Pa.C.S. Section 8901, et. seq., and any successor
statute, as amended from time to time.

     "Affiliate." As to any Person, any other Person that
directly or indirectly, through one or more intermediaries
controls, is controlled by, or is under common control with such
Person or, if such Person is an individual, the Immediate Family
of such Person or trusts solely for the benefit of such Immediate
Family. As used in this definition, the term "control" means the
possession, directly or indirectly, or as trustee or executor, of
the power to direct or cause the direction of the management and
policies of a Person, either through ownership of voting
securities, as trustee or executor, by contract or credit
arrangement or otherwise.

      "Agreement." This Operating Agreement, as amended,
modified, supplemented, or restated from time to time.

     "Bank" or "UNCB."  Union National Community Bank, located in
Mount Joy, PA.

     "Buyout Payments" shall mean scheduled payments made by the
Bank, or to be made, in accordance with Section 17 hereof, to the
individual Members made in exchange for the scheduled step-down
of their ownership interests in the Company, as provided under
Section 2.5 of the Members Agreement.

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     "Capital Account." The individual account maintained by the
Company with respect to each Member as provided in Annex A.
                                                   _______

     "Capital Contribution." The aggregate amount of cash and the
agreed value of any property or services (as determined by the
Members and the Company) contributed by each Member to the
Company as provided in Section 6. In the case of a Member that
acquires a Membership Interest in the Company by an assignment or
transfer in accordance with the terms of this Agreement, "Capital
Contribution" means the Capital Contribution of that Member's
predecessor proportionate to the acquired Membership Interest.

     "Certificate." The certificate of organization of the
Company and any and all amendments thereto and restatements
thereof filed on behalf of the Company with the Department of
State of the Commonwealth of Pennsylvania pursuant to the Act.

     "Closing." The date of execution of this Operating
Agreement, the Members Agreement by and between the Members, the
Employment Agreements by and between the Bank and John Neihart
and the Bank and Kevin Glackin, respectively, and the Assignment
of Interest in TA of Lancaster, LLC.

     "Code." The Internal Revenue Code of 1986, as amended.

     "Company." See the preamble.

     "Covered Person." A Member, any Affiliate of a Member, any
officer, director, shareholder, partner, employee,
representative, or agent of a Member, or their respective
Affiliates, or any officer, employee, or agent of the Company or
its Affiliates.

     "Employment Agreements" means the employment agreements
entered into by and between John Neihart and the Bank and Kevin
Glackin and the Bank, entered into on even date herewith, and
effective as of the date this Agreement becomes effective.

     "Immediate Family." With respect to any individual, such
individual's parents, spouse, issue, and adopted children, or any
of them.

     "Laws." Any of the following:

          (1)  all constitutions, treaties, laws, statutes,
     codes, ordinances, orders, decrees, rules, regulations, and
     municipal bylaws, whether domestic, foreign, or
     international;

          (2)  all judgments, orders, writs, injunctions,
     decisions, rulings, decrees, and awards of any governmental
     body;

          (3)  all policies, practices, and guidelines of any
     governmental body; and

          (4)  any amendment, modification, re-enactment,
     restatement, or extension of any of the foregoing, in each
     case binding on or affecting the party or Person referred to
     in the context in which such word is used.

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     "Majority Vote." The written approval of, or the affirmative
vote by, Members holding a majority of the Voting Rights.

     "Member." A Person who at the time is a member of the
Company. "Members" means two or more Persons when acting in their
capacities as members of the Company.  For purposes of the
application of a provision of the Act to the Company, the Members
shall constitute one class or group of members. Annex A shall be
                                                _______
amended from time to time to show the current Members.

     "Membership Interest." The interest of a Member in the
Company, including, without limitation, interests in the profits
and losses, rights to distributions (liquidating or otherwise),
allocations and information, and rights to consent to or approve
actions by the Company, all in accordance with the provisions of
this Agreement, the Members Agreement, and the Act.

     "Members Agreement." That certain Members Agreement executed
on even date with this Operating Agreement by and between the
Members of the Company.

     "Net Profit." For purposes of this Operating Agreement, and
the Members Agreement,  "Net Profit" means the gross revenue of
the Company, less expenses, determined under Generally Accepted
Accounting Principles, except that adjustments shall be made such
that "Net Profit" is not reduced by amortization of good-will, or
start-up costs that arise from the purchase transactions
contemplated in the Members Agreement.

     "Percentage Interest." The proportionate Membership Interest
of a Member expressed as a percentage as shown on Annex A.
                                                  _____ _

     "Person." A natural person, corporation, general or limited
partnership, limited liability company, joint venture, trust,
estate, association, or other legal entity or organization.

     "Treasury Regulations" or "Treas. Regs." The income tax
regulations, including temporary regulations, promulgated under
the Code, as those regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

     "UNCB Incremental Income Tax Rate"  UNCB's parent
corporation's consolidated marginal tax rate based on the United
States Internal Revenue Service published corporate income tax
rates (as of the date of Closing, Thirty-four percent (34%)).

     "Voting Rights." Each Member shall have that number of
Voting Rights as set forth in "Annex C" hereto

     "Startup Year."  The period beginning on the date of Closing
and ending December 31, 2005.

     "Year 1."  The period beginning January 1, 2006 and ending
December 31, 2006.

     "Year 2."  The period beginning January 1, 2007 and ending
December 31, 2007.

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     "Year 3."  The period beginning January 1, 2008 and ending
December 31, 2008.

     "Year 4."  The period beginning January 1, 2009 and ending
December 31, 2009.

     "Year 5."  The period beginning January 1, 2010 and ending
December 31, 2010.

     "Year 6."  The period beginning January 1, 2011 and ending
December 31, 2011.

     "Year 7."  The period beginning January 1, 2012 and ending
December 31, 2012.

     "Year 8."  The period beginning January 1, 2013 and ending
December 31, 2013.

     "Year 9."  The period beginning January 1, 2014 and ending
December 31, 2014.

     "Year 10."  The period beginning January 1, 2015 and ending
December 31, 2015.

     2.   Organization.  The Members have heretofore authorized
          ____________
the organization of the Company as a limited liability company
under and pursuant to the provisions of the Act and agree that
the rights, duties, and liabilities of the Members shall be as
provided in the Act, except as otherwise provided in this
Agreement.

     3.   Purpose.  The Company is formed for the object and
          _______
purpose and the nature of the business to be conducted and
promoted by the Company is, to do business as a mortgage
lender/correspondent engaging in any lawful act or activity for
which limited liability companies may be organized under the Act
and engaging in any and all activities necessary, convenient,
desirable, or incidental to the foregoing.

     4.   Term.  The existence of the Company commenced on the
          ____
date the Certificate was filed in the office of the Department of
State of the Commonwealth of Pennsylvania and shall continue
until the Company is dissolved in accordance with the provisions
of this Agreement.

     5.   Principal Office. The principal office of the Company
          ________________
shall be located at 101 East Main Street, Mount Joy, PA, 17552 or
at such other location as may be determined, from time to time,
by the Members. The Company may also have such other offices at
such other locations as, from time to time, may be determined by
the Members.

     6.   Company Capital and Percentage Interests.
          ________________________________________

          (a)  Initial Capital Contributions. The initial Capital
               _____________________________
     Contribution that each member has made or is deemed to have
     made to the Company is set forth opposite the Member's name
     in Annex A.
        _______

          (b)  No Interest. Interest shall not be paid on or with
               ___________
     respect to the Capital Contribution or Capital Account of
     any Member.

          (c)  Return of Capital Contribution; Reimbursement of
               ________________________________________________
     Start-up Expenditures.
     _____________________

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               (i)  Although the Company may make distributions
          to the Members from time to time as a return of their
          Capital Contributions, a Member shall not have the
          right to withdraw or demand a return of any of the
          Member's Capital Contribution or Capital Account,
          except upon dissolution or liquidation of the Company,

               (ii) Notwithstanding the foregoing,  all
          capitalizable start-up expenditures incurred by UNCB
          will be absorbed by the Company from the Capital
          Contribution. UNCB, Neihart and Glackin may be
          reimbursed by the Company to the extent of such amount
          that each of their cash Capital Contributions is
          expended in start-up costs.

               (iii)Upon dissolution of the Company,
          Neihart/Glackin shall have the right to distribution in
          kind of the proprietary software developed by them for
          use in their prior Mortgage Company, Home Team
          Mortgage, Inc. which is being contributed as a part of
          their capital contribution to the Company.

          (d)  Percentage Interests. The initial Percentage
               ____________________
     Interest of each Member shall be as set forth in Annex A.
     Changes in the percentage ownerships of the Members shall be
     governed by this Operating Agreement and the Step-down
     Schedule of ownership set forth in Section 2.5 of the
     Members Agreement.

     7.   Capital Accounts.
          ________________

          (a)  Tax Provisions. The allocation and capital account
               ______________
     maintenance provisions of Treasury Regulations under section
     704 of the Code are hereby incorporated by reference,
     including a "qualified income offset" within the meaning of
     Treas. Reg. 1.704-1(b)(2)(ii)(d), the rules regarding
     allocation of "partner nonrecourse deductions" under Treas.
     Reg. Section 1.704-2(i)(1), "minimum gain chargeback" under
     Treas. Reg. Section 1.704-2(i) and "partner nonrecourse debt
     minimum gain chargeback" under Treas. Reg. Section
     1.704-2(i)(4), and the limitation on allocation of losses to
     any Member that would cause a deficit capital account in
     excess of such Member's capital contribution obligations and
     share of minimum gain and partner nonrecourse debt minimum
     gain under Treas. Reg. Section 1.704-1(b)(2)(ii)(d) as
     modified by Treas. Reg. Section 1.704-2(g)(1) and
     1.704-2(i)(5).

          (b)  Contributed Property. To the extent contributed
               ____________________
     property has a fair market value at the time of contribution
     that differs from the contributing Member's basis in the
     property, and to the extent the carrying value of property
     of the Company for Capital Account purposes otherwise
     differs from the Company's basis in such property,
     depreciation, gain, and loss for capital account purposes
     shall be computed by reference to such carrying value rather
     than such tax basis. In accordance with section 704(c) of
     the Code, income, gain, loss, and deduction with respect to
     such property shall, solely for tax purposes, be shared
     among the Members so as to take account of the variation
     between the basis of the property to the Company and its
     fair market value at the time of contribution, or at the
     time that the carrying value of such property is adjusted
     under Treas. Reg. Section 1.704-1(b)(2)(iv)(1), as the case
     may be.

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          (c)  Purchased Property. Property to be purchased by
               __________________
     the Company from Home Team Mortgage, Inc. is set forth in
     Annex B.

     8.   Allocation of Profits or Losses. At all times while
          _______________________________
there is more than one Member, Profits or Losses shall be
allocated to the Members as provided in Annex C .
                                        _______

     9.   Distributions.
          _____________

          The Net Profits of the Company shall be distributed to
the Members in the following manner:

          (a)  In the Startup Year and  Years 1 through Year 5,
     distributions of Net Profit shall be: 37.69% of Net Profits
     of the Company shall be distributed to Neihart, and 32.31%
     of Net Profits of the Company shall be distributed to
     Glackin and 30% of the Net Profits shall be distributed to
     UNCB.

          (b)  In Years 6 through Year 10, the Net Profit
     distributions to Neihart and Glackin shall be reduced each
     year by twenty percent (20%) of the original percentage,
     (i.e., 20% of 37.69% and 32.31%. respectively, equaling a
     7.538% reduction in Neihart's percentage ownership  for each
     year and a 6.462% reduction in Glackin's percentage
     ownership) and the Net Profit distribution to UNCB shall be
     increased by that amount equal to the sum of the reductions
     to Neihart and Glackin.

          Annex C sets forth the percentage of Net profits to be
     distributed to each Member in the startup Year and Years 1
     through 10.

     10.  Tax Elections.
          _____________

          (a)  Elections to be Made. To the extent permitted by
               ____________________
     applicable tax law, the Company may make the following
     elections on the appropriate tax returns:

               (1)  to adopt the calendar year as the Company's
          taxable year;

               (2)  to adopt the cash method of accounting for
          federal income tax purposes;

               (3)  if a transfer of a Membership Interest as
          described in section 743 of the Code occurs, on written
          request of the transferee, or if a distribution of
          Company property is made on which gain described in
          section 734(b)(1)(A) of the Code is recognized or there
          is an excess of adjusted basis as described in section
          734(b)(1)(B) of the Code, to elect, pursuant to section
          754 of the Code, to adjust the basis of Company
          properties;

               (4)  to elect to amortize the organizational
          expenses of the Company and the start-up expenditures
          of the Company ratably over a period of 60 months as
          permitted by sections 195 and 709(b) of the Code; and

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               (5)  any other election the Members may deem
          appropriate and in the best interests of the Members.

          (b)  No Election of Corporate Taxation.  Neither the
               _________________________________
     Company nor any Member may make an election for the Company
     to be taxable as a corporation for federal income tax
     purposes or to be excluded from the application of the
     provisions of subchapter K of chapter 1 of subtitle A of the
     Code or any similar provisions of applicable state law, and
     no provision of this Agreement shall be construed to
     sanction or approve such an election.

     11.Tax Matters Partner. If the Company is subject to the
        ___________________
consolidated audit procedures of sections 6221 to 6234 of the
Code, the "tax matters partner" of the Company pursuant to
section 623 1(a)(7) of the Code shall be UNCB.  UNCB shall take
such action as may be necessary to cause each other Member to
become a "notice partner" within the meaning of section 6223 of
the Code. Any Member who is designated tax matters partner" shall
inform each other Member of all significant matters that may come
to its attention in its capacity as "tax matters partner" by
giving notice thereof on or before the fifth Business Day after
becoming aware thereof and, within that time, shall forward to
each other Member copies of all significant written
communications it may receive in that capacity. The Company shall
reimburse the tax matters partner for any costs incurred
representing the interests of the Members in respect of Company
tax matters.

     12.  Conflicts of Interest.
          _____________________

          (a)  Other Business Interests.  Except as set forth in
               ________________________
     the Employment Agreements dated of even date herewith
     between the Bank and John Neihart and Kevin Glackin, any
     Member or Affiliate thereof may engage in or possess an
     interest in other business ventures of any nature or
     description, independently or with others, similar or
     dissimilar to the business of the Company, and the Company
     and the Members shall have no rights by virtue of this
     Agreement in and to such independent ventures or the income
     or profits derived therefrom, and the pursuit of any such
     venture, even if competitive with the business of the
     Company, shall not be deemed wrongful or improper.  No
     Member or Affiliate thereof shall be obligated to present
     any particular investment opportunity to the Company even if
     the opportunity is of character that, if presented to the
     Company, could be taken by the Company, and any Member or
     Affiliate thereof shall have the right to take for its own
     account (individually or as a partner or fiduciary) or to
     recommend to others any such particular investment
     opportunity. Notwithstanding the foregoing, in the absence
     of breach of the Members Agreement,  in the event that UNCB
     proposes to  acquire or charter an entity that engages in
     the same  mortgage business as the Company, Neihart/Glackin
     shall be offered an opportunity for the proposed new entity
     or acquiree to be merged into (or otherwise combined into)
     the Company. The terms of the acquisition shall be subject
     to determination and agreement by the parties. In the event
     that Neihart/Glackin requests that the new entity, acquiree
     be combined with the Company, and the Bank declines to so
     combine the entities, then the restrictive clauses
     prohibiting competition with the Company, as set forth in
     paragraph 10 of their Employment Agreements shall become
     null and void.

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<PAGE>

          (b)  In the event that UNCB, or its holding Company, is
     acquired by or merges with another financial institution or
     bank holding company, and that entity determines that it
     does not want to continue the business of the Company,
     then: (i) the restrictive clauses prohibiting competition
     with the Company, as set forth in paragraph 10 of their
     Employment Agreements shall become null and void; and (ii)
     Neihart and Glackin, or either of them, shall have the right
     to purchase UNCB's Membership Interest in the Company at its
     then fair market value, as determined by an independent
     qualified business valuation consultant having experience
     valuing mortgage origination businesses, agreed upon by the
     parties, as provided in Section 8.1 of the Members
     Agreement.  For purposes of this subsection only, if Neihart
     and/or Glackin purchases UNCB's Membership Interest under
     this subsection then the Membership Interest of the Bank
     shall be calculated  for buyout purposes by first
     establishing the fair market value as required above in this
     subsection, and then:

               (i)  if the purchase of UNCB's Membership Interest
               takes place on or before July 1, 2008, reducing
               the fair market value of UNCB's Membership
               Interest (including the capital position as set
               forth in Annex A hereto) by twenty percent (20%);
               or

               (ii) if the purchase of UNCB's Membership Interest
               takes place after July 1, 2008, but before
               December 31, 2010, reducing the fair market value
               of UNCB's Membership Interest (including the
               capital position as set forth in Annex A hereto)
               by twelve and one-half percent (12.5%).

          (c)  Interested Transactions.  A contract or
               _______________________
     transaction between the Company and one or more of its
     Members or between the Company and another domestic or
     foreign association in which one or more of its Members have
     a management role or a financial or other interest, shall
     not be void or voidable solely for that reason, or solely
     because the Member is present at or participates in the
     meeting of the Members that authorizes the contract or
     transaction, or solely because the vote of the Member is
     counted for that purpose, if:

               (1)  the material facts as to the relationship or
          interest and as to the transaction are disclosed or
          known to the Operating Committee entitled to vote
          thereon and the contract or transaction is specifically
          approved in good faith by vote of those Members; and

               (2)  the contract or transaction is fair to the
          Company as of the time it is authorized, approved, or
          ratified by the Members.

          An individual who personally has an interest in a
     transaction shall recuse himself or herself from voting in
     the Operating Committee on that transaction

          (d)  Voting Procedures. Members of the Operating
               _________________
     Committee may vote in person or by proxy at a meeting of
     Members (which may be held by conference telephone), or by
     consent in lieu of a Meeting.  Proxies and consents shall be
     in writing and may be communicated by electronic means.

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     13.  Management by Operating Committee.
          _________________________________

          (a)  The business and affairs of the Company shall be
     managed under the direction of an Operating Committee.

               (b)  The Operating Committee shall be composed of
     four (4) individuals, who need not be Members, provided,
     however, that two (2) members of the Operating Committee
     shall be appointed by UNCB and shall have the 51% voting
     rights of UNCB,  and two (2) members of the Operating
     Committee shall be appointed by Neihart/Glackin and have the
     49% voting rights of Neihart/Glackin.  Meetings of the
     Operating Committee shall be conducted by a chairman elected
     to perform that function by the Operating Committee. The
     initial members of the Operating Committee of the Company
     and their Voting Rights shall be as set forth below:

        John Neihart, President                  Clement Hoober
        Kevin Glackin, Executive Vice-President  Michael Frey
                       Assistant Secretary

     Clement Hoober and Michael Frey shall together or
individually exercise the 51% voting rights of UNCB.

     John Neihart shall have the Voting Rights of Neihart.

     Kevin Glackin shall have the Voting Rights of Glackin.

          (c)  Without any limitation thereon, the Operating
     Committee shall have the power, on behalf and for the
     purposes of the Company, to appoint, and remove with or
     without cause, a President, one or more Vice Presidents, a
     Secretary, a Treasurer and such other officers of the
     Company as the Operating Committee deem appropriate to carry
     out, and execute the decisions and instructions of the
     Operating Committee in the day-to-day operations of the
     business of the Company, with such duties and powers as are
     from time to time specified by the Operating Committee;

          (d)  An annual meeting of the Operating Committee shall
     be held immediately after and at the same place as the
     annual meeting of Members, with no notice other than this
     Agreement being necessary. The Operating Committee may
     establish by resolution, adopted by not less than 75% of the
     outstanding Member votes the time and place, either in or
     outside of the Commonwealth of Pennsylvania, for the holding
     of regular meetings of the Operating Committee without
     notice other than that resolution.

          (e)  Special meetings of the Operating Committee may be
     called by or at the request of the chairman of the Operating
     Committee or by a majority of the Operating Committee then
     in office. The person or persons authorized to call special
     meetings of the Operating Committee may fix any place in the
     Commonwealth of Pennsylvania as the place for holding any
     special meeting of the Operating Committee.

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          (f)  Notice of any special meeting of the Operating
     Committee shall be given to each member of the Operating
     Committee. Notice which is personally delivered or sent by
     facsimile shall be given at least two days before the
     meeting. Notice which is given by mail shall be given at
     least five (5) days before the meeting. Notice given by mail
     will be deemed to be received forty-eight (48) hours after
     it is placed in the U.S. Mail, certified mail, return
     receipt requested, postage fully prepaid thereon. Neither
     the business to be transacted at, nor the purpose of, any
     annual, regular or special meeting of the Operating
     Committee need be stated in the notice.

          (g)  A majority of the entire Operating Committee shall
     constitute a quorum for the transaction of business at any
     meeting of the Operating Committee, provided, however, that,
     if less than a majority of the Operating Committee members
     are present at the meeting, a majority of the Operating
     Committee members present may adjourn the meeting to a
     future time, without further notice. The Operating Committee
     members present at a meeting which has been duly called and
     convened may continue to transact business until
     adjournment, even though enough Operating Committee members
     withdraw to leave less than a quorum.

          (h)  Except as otherwise provided herein, the
     affirmative vote of a majority of the total outstanding
     Member votes, at a meeting at which a quorum is present,
     shall be required for the action of the Operating Committee.

          (i)  Members of the Operating Committee may participate
     in a meeting by means of a conference telephone or similar
     communications equipment if all persons participating in the
     meeting can hear each other at the same time. Participation
     in a meeting by these means shall constitute presence in
     person at the meeting.

               (j)  Any action required or permitted to be taken
     at any meeting of the members of the Operating Committee may
     be taken without a meeting if a consent in writing to the
     action is signed by all of  the members of the Operating
     Committee required to take the action, and the written
     consent is filed with the minutes of the Operating
     Committee.

               (k)  Subject to the limitations set forth in
     Paragraph 13(b) of this Operating Agreement, any vacancy on
     the Operating Committee for any cause other than an increase
     in the number of Operating Committee members may be filled
     by:

               (i)  In the case of a vacancy among the members
           entitled to exercise  the Bank's votes, the Bank may,
           in its sole discretion, designate the person to fill
           the vacancy;

               (ii) In the case of a vacancy among the person or
           persons entitled to exercise John Neihart's votes,
           John Neihart may, in his sole discretion, designate
           the person to fill the vacancy; and

               (iii)In the case of a vacancy among the person or
           persons entitled to exercise Kevin Glackin's votes,
           Kevin Glackin may, in his sole discretion,

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<PAGE>

          designate the person to fill the vacancy.

          Any vacancy on the Operating Committee by reason of an
     increase in the number of directors may be filled by a vote
     of not less than 75% of the outstanding Member votes. A
     member elected by the Operating Committee to fill a vacancy
     shall serve until the next annual meeting of Members and
     until his or her successor is elected and qualifies.

          (l)  The Members may, at any time, remove any Operating
     Committee members, with or without cause, by the affirmative
     vote of  Seventy-five percent (75%) of all the votes
     entitled to be cast on the matter and a successor may be
     elected in the manner set forth in Subsection (k) of this
     Section to fill any resulting vacancy for the balance of the
     term of the removed Operating Committee members.

          (m)  The Company may not lease or purchase any real
     property unless approved by 75% of the outstanding Member
     votes in the Operating Committee.

     14.  Officers.
          ________

          (a)  The Officers of the Company shall be as follows
          with their respective titles set forth after their
          names:

     John Neihart    President
     Kevin Glackin   Executive Vice President/Assistant Secretary
     Clement Hoober  Secretary/Treasurer
     Dwight Kreiser  Assistant Treasurer

          (b)  Except for the duties and responsibilities of UNCB
     enumerated herein, and the other matters enumerated herein
     requiring the consent of the Members, the Officers shall
     serve the Operating Committee, it being expressly understood
     that the Officers will have authority to manage the day to
     day business of the Company  (provided that the business is
     operated in accordance with the guidelines, policies and
     procedures established by UNCB and the Operating Committee)
     other than the following matters, which the parties agree
     will require the prior approval of the Operating Committee:

               (i)  Subject to the provisions of Subsection 15(e)
     hereof, The hiring or firing of any employee receiving
     salary or hourly wages over $55,000 (exclusive of
     commissions and fringe benefits) on an annualized basis;

               (ii) The entering into any Material contract or
     purchase;

               (iii)The origination of any loan outside of the
     Company's internal lending guidelines or the expansion of
     those internal lending guidelines;

               (iv) The material deviation in any way from the
     bank guidelines, policies and procedures relating to loan
     application processing, origination and funding;

                              11
<PAGE>
               (v)  The establishment of any new lender
     relationships other than those in effect commencing at the
     Closing (i.e., Wilmington Finance, IndyMac, National City,
     Countrywide, Long Beach, Washington Mutual, New Century,
     Option One, Interfirst, and Nova Star).

          (c)  Without limiting their responsibilities, the
     parties agree that the Officers shall have specific
     responsibility for:

               (i)  marketing, loan origination, processing,
          underwriting, closing and post-closing, shipping,
          document follow-up and quality assurance;

               (ii) secondary marketing-lender relationships,
          pricing, hedging, obtaining all necessary lender
          approvals to conduct correspondent and mortgage banking
          activities;

               (iii)origination, loan production, and closing
          documentation technology; and

               (iv) effecting the strategies, plans and business
          model of the Company, as developed by the Operating
          Committee.

     15.  Responsibilities of UNCB.
          ________________________

          (a)  Warehouse Line.  UNCB will establish a revolving
     warehouse line to provide loan funding service to the
     Company.  Interest will be at the Wall Street Journal prime
     minus one-half percent (1/2 %).  UNCB will provide line
     availability to the Company on a daily basis.  UNCB will
     enter into a Warehouse Funding Services Agreement with the
     Company.

          (b)  Ancillary Services.  UNCB will enter into Services
     Agreement(s) with the Company, with fees to be determined by
     the Operating Committee, to provide some or all the
     following services to the Company:

               (i)   Payroll administration and processing;
               (ii)  Human Resources services;
               (iii) Employee health related insurance benefits
               plans, life and disability insurance plans and
               other employee benefits;
               (iv)  Audit and Compliance services;
               (v)   Accounting and Administrative services;
               (vi)  Credit administration services;
               (vii) Marketing services;
               (viii)Technology services; and
               (ix)  Business strategy and resource planning.
               (x)   Insurance Procurement Services (including
               costs of insurance)

                              12
<PAGE>

               (xi)  Management services provided by employees of
               the Bank including, without limitation, UNCB
               employees' service on the Operating Committee.

          (c)  Internal and external audit, compliance and
     regulatory costs will be charged directly to the Company,
     subject to review by the Operating Committee.

          (d)  All deposit accounts of the Company will be opened
     with UNCB.

          (e)  Methodology and documentation of the Company's
     hiring and firing of employees shall be approved by the
     Human Resources Department of the Bank. Any disputes or
     concerns arising from the hiring or termination of a Company
     employee shall be brought before the Operating Committee.

          (f)  (1)  Payments payable by the Company for services
          and products listed in Subsection (b) of this section
          which are obtained from external sources shall be based
          upon external vendor invoices or invoice cost increases
          attributable to goods or services provided to the
          Company.

               (2)  Payments payable by the Company for services
          listed in Subsection (c) of this Section shall be based
          upon invoices for professional fees rendered by outside
          professionals attributable to services performed for or
          on behalf of the Company or performed for the Bank, but
          which are incurred as the result of the Company.

               (3)  Fees payable by the Company to the Bank for
          services listed in Subsection (b) of this Section that
          are rendered by the Bank's employees  will be based
          upon a prorated allocation of the Bank employees' time
          attributable to services to or performed for the
          Company, which are expected to not exceed Four Thousand
          Dollars ($4,000) per month for the first twelve (12)
          months, and which may not, without approval by Seventy
          five percent (75%) of the voting shares of the Members
          (exercisable in the Operating Committee), exceed Six
          Thousand Dollars ($6,000) for any one month for the
          period commencing July 1, 2005 through December 31,
          2010.

          (g)  UNCB will enter into a Management Services
     Agreement with the Company separate from that described in
     paragraph (b) of this section which will provide for monthly
     payments to the Bank by the Company in an amount calculated
     as the cost to the Bank of the Employment Agreements, in
     exchange for the management services of Neihart and Glackin
     which the Bank will provide to the Company.

          16.  Transfer of Interests; Admission of Additional
          Members.

          (a)  Restrictions on Transfer.  Membership Interests
               ________________________
          constitute the personal estate of Members and may be
          transferred or assigned only in accordance with the
          terms of this Operating Agreement.  If all of the other
          Members of the Company other than the Member proposing
          to dispose of his or her interest do not approve

                              13
<PAGE>

          of the proposed transfer or assignment by unanimous
          written consent, the transferee of the interest of the
          Member shall have no right to participate in the
          management of the business and affairs of the Company
          or to become a Member.  Subject to the terms set forth
          in this Section, the transferee shall only be entitled
          to receive the distributions and the return of
          contributions to which that Member would otherwise be
          entitled. Notwithstanding the foregoing, the Bank shall
          be permitted to assign or transfer its entire
          membership interest, including its voting rights only
          pursuant to a merger or acquisition transaction
          undertaken with another depository financial
          institution at either the bank or holding company
          level.

          (b)  Transfers of Interests.
               ______________________

               (i)  In the event that a Member dies during the
          term of the Membership Agreement, then the Company may
          cease all distributions of Net Profit to that Member
          commencing for the first full calendar year after which
          the Member dies.  If the Death occurs in any of years 5
          (2010) through year 10 (2015), Buyout Payments to the
          deceased member's estate or heirs will occur in
          accordance with the schedule set forth in paragraph 17
          hereof.  However, if the death occurs in the Startup
          year or year 1 (2006) through year 4 (2009) the buyout
          schedule will be accelerated to commence for the first
          full year after the death occurs, and the dollar figure
          payable in each of the "payout" years shall be reduced
          by six percent (6%) for each year the payout is
          accelerated, in the manner as is more fully described
          in "Annex D."

               (ii) Company shall purchase disability insurance
          insuring each individual Member against total
          disability, and naming the Company as beneficiary. Any
          payments of insurance proceeds from those policies
          shall be 100% distributable to the Bank to fund the
          buyout of the disabled Member. In the event that a
          Member is determined to be disabled under the terms of
          the policy applicable to the Member, then the Company
          may cease all distributions of Net Profit to that
          Member commencing for the first full calendar year
          after which the disability occurs.  If the disability
          occurs in year 5 (2010) through year 10 (2015), Buyout
          Payments to the disabled member will occur in
          accordance with the schedule set forth in paragraph 17
          hereof.  However, if the disability occurs in the
          Startup Year, or year 1 (2006) through year 4 (2009)
          the buyout schedule will be accelerated to commence for
          the first full year after the disability occurs, and
          the dollar figure payable in each of the "payout" years
          shall be reduced by six percent (6%) for each year the
          payout is accelerated, in the manner as is more fully
          described in" Annex  D."

               (iii)In exchange for the payments set forth in
          this section and "Annex D", the deceased or disabled
          member's Membership Interest in the Company (together
          with the right to all Net Profit Distributions) shall
          be automatically transferred to the Company as of
          December 31 of the year the Member dies or becomes
          disabled.
                              14
<PAGE>

          (c)  Admission of Additional Members.  Additional
               _______________________________
     Members shall only be admitted upon unanimous consent of all
     existing members.

          (d)  The number resulting from the calculations
     described in Subsection (b), hereof, shall be reduced by
     UNCB's incremental income tax rate.

          (e)  In Year 6 (2011) through Year 10 (2015), the
     Membership Interest in the Company of Neihart and Glackin
     shall be reduced by twenty percent (20%) of each of their
     respective original Membership  Interests, and the
     Membership Interest of UNCB shall increase proportionally,
     with the result that in Year 10, Neihart's and Glackin's
     Membership Interest shall be zero percent (0%) and UNCB's
     Membership Interest shall be one hundred percent (100%) (as
     provided in "Annex C" hereto). For purposes of this
     subsection, "Membership Interest" shall not include voting
     rights, which shall be adjusted over time in accordance with
     Annex C hereto.

     17.  Buyout Methodology.
          __________________

          (a)  Commencing with Calendar year 2011, Neihart and
     Glackin shall be entitled to payments from the Bank in
     consideration of the sale of their Membership Interests in
     HTF LLC, as follows. Ninety (90) business days following
     January 1 of 2011, UNCB shall prepare and provide to John
     Neihart and Kevin Glackin an unaudited profit and loss
     financial report of the Company (the "Net Profit Measurement
     Report").  Subject to the review of  Neihart and Glackin,
     and the procedure as to any dispute thereof, as set forth in
     this Operating Agreement, buyout payments to:

               (1)  Neihart payable in 2011 will be the sum of:
          (a) 37.69% of the Net Profit distributable to the
          Members for 2010 times three (x3); (b) 37.69% of the
          Net Profit distributable to the Members for 2009 times
          two (x2);  and (c) 37.69% of the Net Profit
          distributable to the Members for 2008, times one (x1);
          the sum of which shall be divided by six (6);

               (2)  Glackin payable in 2011 will be the sum of:
          (a) 32.31% of the Net Profit distributable to the
          Members for 2010 times three (x3); (b) 32.31% of the
          Net Profit distributable to the Members for 2009 times
          two (x2);  and (c) 32.31% of the Net Profit
          distributable to the Members for 2008, times one (x1);
          the sum of which shall be divided by six (6)

          (b)  For the years of  2012, 2013, 2014, and 2015
     buyout payments shall be calculated on a "rolling" basis in
     the same manner as set forth above, adjusting the dates to
     reflect ongoing time.  Buyout payments shall be payable by
     April 30, of the year next succeeding the calendar year for
     which the payment is calculated, unless a dispute between
     the parties as to the amount delays a final calculation of
     the amount owed.

          (c)  All payment calculations described in this Section
     shall be reduced by a dollar figure calculated from UNCB's
     incremental income tax rate for the latest completed taxable
     year prior to the buyout  payment.

                              15
<PAGE>

     18.  Dissolution  Buyout by Individual Members.
          __________________________________________

          (a)  Events of Dissolution. The Company shall dissolve,
     and its affairs shall be wound up, only upon the first to
     occur of the following:

               (1)  the vote, consent, or agreement of members
          holding at least 75.5% of the Voting Rights;

               (2)  the entry of an order of judicial dissolution
          of the Company under Section 8972 of the Act.

               (3)  Upon UNCB's being placed in receivership or
          conservatorship by its primary regulator, or the death,
          retirement, insanity, resignation, expulsion, or
          dissolution of a Member or the occurrence of any other
          event that terminates the continued membership of a
          Member in the Company unless the business of the
          Company is continued by the vote or consent of the
          remaining Members given within 180 days following such
          event. In the event that UNCB is placed into
          receivership or conservatorship, the remaining members
          shall have an option to purchase UNCB's Membership
          share in the Company at a price acceptable to the
          conservator or receiver.

          (b)  Distributions upon Dissolution. In the event of
               ______________________________
     the dissolution of the Company, the assets of the Company
     shall be liquidated in such manner as the Members shall
     determine and, after the obligations of the Company to third
     parties have been discharged or provided for in accordance
     with applicable law, the net proceeds of the liquidation
     shall be distributed in accordance with the following
     procedure:

               (1)  The net proceeds shall be distributed first,
          among the Members, if any, who have made unrepaid loans
          or advances to the Company, in an amount up to the
          aggregate amount of such unrepaid loans and advances,
          and in proportion to the amount of such loans and
          advances and the unpaid interest thereon.

               (2)  The Company may sell any or all Company
          property, including to Members, and any resulting gain
          or loss from each sale shall be computed and allocated
          to the Capital Accounts of the Members.

               (3)  With respect to all Company property that has
          not been sold, the fair market value of that property
          shall be determined and the Capital Accounts of the
          Members shall be adjusted to reflect the manner in
          which the unrealized income, gain, loss, and deduction
          inherent in property that has not been reflected in the
          Capital Accounts previously would be allocated among
          the Members if there were a taxable disposition of that
          property for the fair market value of that property on
          the date of distribution.

               (4)  After completion of the steps in paragraphs
          (1), (2) and (3), the remaining assets shall be
          distributed to the Members in an amount equal to the

                              16
<PAGE>

          credit balance in each of their Capital Accounts, after
          giving effect to all contributions, distributions, and
          allocations for all periods.

               (5)  If there are additional amounts available
          after satisfaction of all payments called for in
          subparts (1) through (4) of this Subsection, those
          monies  shall be distributed to the Members in
          proportion to their respective Percentage Interests.

               (6)  Upon dissolution, Neihart/Glackin shall have
          the right to elect to receive distribution in kind of
          the proprietary software developed heretofore by
          Neihart/Glackin for use in Home Team Mortgage, Inc.,
          which is being contributed as capital to the Company.
          If that election is made, Neihart/Glackin's
          distributable capital account shall be reduced by the
          fair market value of the software being distributed.

          (c)  Procedure.  A reasonable time shall be allowed for
               _________
     the liquidation of the Company in order to minimize the
     losses normally attendant upon liquidation.

          (d)  Certificate of Dissolution.  On completion of the
               __________________________

     liquidation of Company assets as provided herein, the
     Members (or such other person or persons as the Act may
     require or permit) shall file a Certificate of Dissolution
     with the Department of State of the Commonwealth of
     Pennsylvania and take such other actions as may be necessary
     to terminate the existence of the Company.

          (e)  Final Accounting.  In connection with the
               ________________
     Company's liquidation, the Company's accountants shall
     compile and furnish to each Member a statement setting forth
     the assets and liabilities of the Company as of the date of
     complete liquidation.

     19.  Books and Records.  The Operating Committee shall cause
          _________________
to be kept full and accurate books and records of the Company.
All books and records of the Company shall be kept at the
Company's principal office and shall be available at such
location at reasonable times for inspection and copying by the
Members or their duly authorized representatives.

     20.  Liability of Members.  The Members, as such, shall not
          ____________________
be liable for the debts, obligations, or liabilities of the
Company except to the extent required by the Act.

     21.  Indemnification.
          _______________

          (a)  Subject to the terms and conditions of this
     Agreement, Neihart and Glackin, jointly and severally, shall
     indemnify and hold harmless UNCB from and against any and
     all liabilities, losses, costs, damages, taxes, levies,
     fees, penalties, fines, interest, obligations or expenses of
     any kind whatsoever (including, without limitation,
     reasonable attorneys' accountants', consultants' or experts'
     fees and disbursements) which UNCB or any of its affiliates
     actually suffers, incurs or sustains arising out of or
     attributable to (whether or not arising out of third party
     claims)  any legal, administrative, arbitral, governmental
     or other proceedings, actions or governmental investigations
     of any nature in progress, open,  pending or threatened on
     the date of this Agreement and

                              17
<PAGE>

     any actions, suits, proceedings or causes of action, whether
     civil, criminal, administrative or investigative (including
     an action by or in the right of the Home Team Mortgage,
     Inc.), commenced on the date of this Agreement or within
     five (5) years   following the date of this Agreement which
     relate to actions on or prior to the date of this Agreement
     against UNCB, brought by reason of acts or failure to act,
     errors and omissions of the officers, directors, employees,
     shareholders, or agents of Home Team Mortgage , Inc.,
     arising from the activities and business of Home Team
     Mortgage, Inc.

          (b)  The Operating Committee is required  to authorize
     that any Officer, Member, employee or duly authorized agent
     of the Company shall be indemnified by the Company against
     expenses actually and necessarily incurred  in connection
     with the defense of any action, suit or proceedings of any
     nature whatsoever in which he or she is made a party by
     reason of  being or having been an officer, employee or
     agent of the Company, to the fullest extent permitted under
     Pennsylvania law.  The indemnification shall include,
     without limitation, any judgment, fine, penalty, settlement,
     and reasonable expenses, unless and to the extent that the
     party seeking indemnification has been adjudged liable to
     the Company, or to the Bank pursuant to indemnification set
     forth in Subsection (a) of this Section.  The Operating
     Committee may not authorize indemnification in relation to
     matters as to which  the person seeking indemnification has
     been adjudged in such action, suit or proceeding to be
     liable by reason of willful  misconduct involving active and
     deliberate dishonesty, bad faith in the performance of his
     or her duties, or disloyalty to, or breach of any agreement
     with the Company.

          (c)  The indemnified party shall promptly notify the
     indemnifying party of the discovery by it of, or the
     assertion against it of, any claim or potential liability
     for which indemnification is provided herein or the
     commencement of any action or proceeding in respect of which
     indemnity may be sought hereunder; provided, however; that
     the failure promptly to give such notice shall affect any
     indemnified party's rights hereunder only to the extent that
     such failure shall (i) actually materially and adversely
     affect any indemnifying party or its rights hereunder or
     (ii) result in the indemnified party failing to give notice
     of a claim for indemnification prior to the expiration of
     the survival period set forth in Section 21 hereof to which
     the claim relates.

          (d)  The right of an indemnified party under this
     Section 21 shall be subject to the following conditions and
     limitations:  (1) notice of any claim for indemnification
     under Section 21 shall have been given within five (5) years
     and fifteen (15) days following the date of this Agreement
     and no party shall have the right to seek indemnification
     hereunder unless the claim is so asserted during such
     period;  (2) notice of any claim for indemnification with
     respect to Losses attributable thereto, shall have been
     given prior to the expiration of the applicable statute of
     limitations (giving effect to any extensions thereof) for
     the assertion of claims by the relevant tax authority; and
     (3) with respect to a claim for indemnification arising out
     of or involving an assertion by a third party of liability
     on the part of an indemnified party, the indemnified party
     shall advise the indemnifying party of all facts relating to
     such assertion within the knowledge of the indemnified
     party, and shall afford the indemnifying party the
     opportunity, at the indemnifying party's cost and expense,
     to defend against such claims for liability; in any such
     action or proceeding, the indemnified party shall have the
     right to retain its own

                              18
<PAGE>

     counsel and to participate in the defense, but the fees and
     expenses of such counsel shall be at the expense of the
     indemnified party unless  (1) the indemnifying party and
     indemnified party mutually agree in writing to the retention
     of such counsel or  (2) in the reasonable judgment of
     counsel for the indemnifying party, representation of the
     indemnifying party and the indemnified party by the same
     counsel would be inadvisable due to actual or potential
     differing or conflicts of interest between them.

          (e)  Notwithstanding anything else to the contrary
     contained herein and in addition to any of the other
     conditions, limitations and exclusions set forth herein,
     Neihart and Glackin shall not be required to indemnify UNCB,
     and UNCB shall not seek indemnity from the Neihart and
     Glackin for any of the following:

               (1)  Losses arising from the failure of  UNCB  in
          any Material respect to comply with its obligations
          under this Agreement or with respect to which Neihart
          and Glackin followed the instructions of UNCB; and

               (2)  Losses for which UNCB is indemnified by any
          Person, whether pursuant to an insurance policy,
          guarantee or otherwise.

          (f)  The indemnifying party shall have the right to
     settle or compromise any claim or liability subject to
     indemnification under this Section 21 which is susceptible
     to being settled or compromised, provided, however, that any
     such settlement shall require the consent of the indemnified
     party, which consent shall not be unreasonably withheld,
     provided further however, that the consent of the
     indemnified party shall not be required if (1) the terms of
     the settlement require only the payment of damages and
     payment of the full amount of the relevant indemnification
     obligation to the indemnified party is assured and (2) the
     indemnified party is not otherwise materially and adversely
     affected by the terms of the settlement.

          (g)  For the limited purposes of determining Neihart
     and Glackin's indemnification obligations under this Section
     21, a "material" loss shall mean a single loss or claim of
     Ten Thousand Dollars ($10,000) or more, or aggregate losses
     or claims arising from the same circumstances of Ten
     Thousand Dollars ($10,000) or more.

          (h)  The foregoing indemnification provisions are in
     addition to, and not in derogation of, any statutory,
     equitable, or common law remedy any Party may have with
     respect to Losses actually suffered, incurred or sustained
     due to the intentional or willful actions of a Party in
     connection with this Agreement, the transactions
     contemplated by this Agreement, or other agreements entered
     into in connection with this Agreement.  Each of Neihart and
     Glackin hereby agrees that he or she will not make any claim
     for indemnification against UNCB by reason of the fact that
     he or she was a shareholder, director, officer, employee, or
     agent of Home Team Mortgage, Inc., or was serving at the
     request of such entity as a partner, trustee, shareholder,
     director, officer, employee, or agent of another entity
     (whether such claim is for judgments, damages, penalties,
     fines, costs, amounts paid in settlement, losses, expenses,
     or otherwise and whether such claim is pursuant to any
     statute, charter, document, bylaw, agreement or otherwise).

                              19
<PAGE>

     22.  Miscellaneous.
          _____________

          (a)  Notices to Members.  Any notice required to be
               __________________
     given to a Member under the provisions of this Agreement or
     by the Act shall be given either personally or by sending a
     copy thereof by first class or express mail, postage
     prepaid, or courier service, charges prepaid, or hand
     delivery, to the postal address of the Person appearing on
     the books of the Company for the purposes of notice. Notice
     pursuant to this paragraph shall be deemed to have been
     given to the Person entitled thereto (1) if hand delivered
     or sent by overnight delivery, on the next business day
     following the date so delivered or sent; or (2) if sent by
     first class or express mail, five business days following
     the date sent.

          (b)  Effect of Waiver or Consent.  A waiver or consent,
               ___________________________
     express or implied, to or of any breach or default by any
     Person in the performance by that Person of its obligations
     with respect to the Company is not a consent or waiver to or
     of any other breach or default in the performance by that
     Person of the same or any other obligations of that Person
     with respect to the Company. Failure on the part of a Person
     to complain of any act of any Person or to declare any
     Person in default with respect to the Company, irrespective
     of how long that failure continues, does not constitute a
     waiver by that Person of its rights with respect to that
     default until the period of the applicable statute of
     limitations has run.

          (c)  Execution in Counterparts.  This Agreement may be
               _________________________
     executed in any number of counterparts, each of which shall
     be deemed to be an original as against any party whose
     signature appears thereon, and all of which shall together
     constitute one and the same instrument. If executed in
     multiple counterparts, this Agreement shall become binding
     when any counterpart or counterparts, individually or taken
     together, bear the signatures of all of the parties.

          (d)  Amendments.  The Certificate may be amended only
               __________
     if the amendment is approved by the vote, consent, or
     agreement of Members holding at least 75% of the Voting
     Rights, except that any provision of this Agreement
     requiring a higher vote may only be amended or repealed by
     at least that higher vote. An amendment to this Agreement
     must be in writing and shall take effect as provided in the
     document evidencing the amendment.

          (e)  Binding Effect and Rights of Third Parties.  This
               __________________________________________
     Agreement has been adopted to govern the operation of the
     Company, and shall be binding on and inure to the benefit of
     the Members and their respective heirs, personal
     representatives, successors, and assigns. This Agreement is
     expressly not intended for the benefit of any creditor of
     the Company or any other third party.

          (f)  Governing Law.  This Agreement shall be governed
               _____________
     by and interpreted and enforced in accordance with the
     substantive laws of the Commonwealth of Pennsylvania
     (including, without limitation, provisions concerning
     limitations of actions), without reference to the conflicts
     of laws rules of that or any other jurisdiction, except that
     federal law shall also apply to the extent relevant.

                              20
<PAGE>

          (g)  Severability.  If any provision of this Agreement
               ____________
     or the application thereof to any Person or circumstance is
     held invalid or unenforceable to any extent, the remainder
     of this Agreement and the application of that provision to
     other Persons or circumstances shall not be affected thereby
     and that provision shall be enforced to the greatest extent
     permitted by law.

          (h)  Conflict Resolution.  (1)  Informal Procedures.
               ___________________        ___________________
     Any and all disputes, controversies and disagreements
     arising from or relating to this Agreement, initially shall
     be referred to the Operating Committee for resolution, and
     then if unresolved after thirty (30) days, shall be referred
     to the Chief Executive Officer of UNCB and John Neihart who
     shall evaluate the dispute and meet in good faith to resolve
     the dispute.  In the event a resolution is not reached
     within 15 days, the parties agree that the dispute shall, at
     the request of any party to the dispute be resolved by
     binding arbitration and not by court action.

          (2)  Applicable Arbitration Law and Procedures.  If
               _________________________________________
     arbitration is chosen, it will be conducted pursuant to the
     then applicable rules  of either the American Arbitration
     Association ("AAA"),  or that of JAMS, at the option of the
     party requesting the arbitration.  Copies of the AAA rules
     and forms may be obtained at any American Arbitration
     Association office, or through the internet at address
     www.adr.org .  Copies of the JAMS rules may be obtained at
     any JAMS office or through the internet at address
     www.jamsadr.com.  This arbitration provision is made
     pursuant to a transaction involving interstate commerce and
     shall be governed by the Federal Arbitration Act, 9 U.S.C.
     Sections 1, et seq. (as amended from time to time), and the
     substantive law of Pennsylvania,

          (3)  Conduct of Arbitration.  Arbitration shall be
               ______________________
     conducted in Lancaster County, Pennsylvania, unless the
     parties agree to a different location.  The arbitrator shall
     be selected from a panel of 3 arbitrators submitted by the
     parties to the arbitration, by the parties either mutually
     agreeing on the arbitrator or striking persons from the
     panel until one person is left, that person being the
     arbitrator.  The parties shall equally share the fees of the
     arbitrator and other jointly incurred reasonable expenses.
     The arbitrator shall have the power to authorize reasonable
     discovery and to issue any necessary orders and subpoenas.
     The parties agree that all discovery shall be limited and
     expedited to the maximum extent practical, and the
     arbitrator is specifically requested and encouraged to
     minimize discovery and its cost to the maximum extent
     practicable.  The arbitrator shall have authority to award
     damages and grant such other relief the arbitrator deems
     appropriate, including reimbursement of a party's share of
     the fees and expenses of the arbitration. The arbitrator
     shall give effect to statutes of limitation in determining
     any claim.  Any controversy concerning whether an issue is
     arbitrable shall be determined by the arbitrator.  The
     arbitrator shall set forth in the award findings of fact and
     conclusions of law supporting the arbitrator's decision,
     which must be based upon applicable law and supported by
     evidence meeting the judicial standards for the burden of
     proof for like claims made in court, under the law of
     Pennsylvania.  Judgment upon the award may be entered by any
     court of competent jurisdiction.  Except as specifically set
     forth herein, the arbitrator shall have the ability to grant
     all equitable and legal remedies, declaratory and injunctive
     relief, as may be available under applicable law.

                              21
<PAGE>

     BY AGREEING TO THIS ARBITRATION PROVISION, THE PARTIES ARE
     AGREEING TO HAVE DISPUTES ARISING FROM THIS OPERATING
     AGREEMENT, AS DESCRIBED ABOVE (OTHER THAN THOSE DISPUTES
     RESOLVED INFORMALLY UNDER SUBSECTION (1) OF THIS SECTION),
     RESOLVED EXCLUSIVELY BY ARBITRATION, AND ARE HEREBY
     KNOWINGLY AND VOLUNTARILY WAIVING ANY RIGHT TO LITIGATE ANY
     SUCH DISPUTES IN COURT, AND THE PARTIES ARE ALSO WAIVING ANY
     RIGHT TO A TRIAL BY JURY.

          (i)  Construction.  Whenever the context requires, the
               ____________
     gender of any word used in this Agreement includes the
     masculine, feminine, or neuter, and the number of any word
     includes the singular or plural. All references to articles
     and sections refer to articles and sections of this
     Agreement, and all references to annexes are to annexes
     attached hereto, each of which is made a part hereof for all
     purposes. The headings in this Agreement are for convenience
     only; they do not form a part of this Agreement and shall
     not affect its interpretation.

          (j)  Sharing of Customer Information.   It is intended
               _______________________________
     that, in operating the business formed under this Agreement,
     the Bank and the Company will share customer information
     with each other for cross-marketing purposes, to the extent
     applicable law allows.  To that end, the Company and the
     Bank agree to modify their customer privacy policies and
     disclosures to provide appropriate "opt out" options for
     customers to decline to have their confidential financial
     information shared with affiliates and shall take whatever
     other steps are necessary to comply with applicable law
     including, but not limited to Title V of the Gramm Leach
     Bliley Act and any applicable state law.

                              22
<PAGE>

     IN WITNESS WHEREOF, the undersigned Members have executed
and delivered this Agreement as of the date first above written.

Attest:                         UNION NATIONAL COMMUNITY BANK



______________________________  By_____________________________

Witness:


______________________________  _______________________________
                                John Neihart


______________________________  _______________________________
                                Kevin Glackin

                              23
<PAGE>
                            ANNEX A
 Initial Capital Contributions, Ownership Shares and Initial
                         Voting Rights


                          July 1, 2005


<TABLE>
<CAPTION>

      Member              Initial Capital Percentage
(Name and Address)          Contribution   Interest Voting Rights
_________________________ _______________ _________ _____________
<S>                             <C>          <C>        <C>
Union National Community   $294,000 Cash     98%        51%
Bank
P.O. Box 567
101 East Main Street
Mount Joy PA 17552

_________________________ _______________ _________ _____________
John Neihart                 $3,240 Cash   1.08%      24.5%
532 Bald Eagle Court      $17,280 in kind
Lancaster, PA 17601        $20,520 Total

_________________________ _______________ _________ _____________
Kevin Glackin               $2,760 Cash     .92%%     24.5%
117 Hadley's Mill Run     $14,720 in kind
Kennett Square, PA  19348  $17,480 Total

_________________________ _______________ _________ _____________

</TABLE>


In addition to the cash capital contributions Neihart/Glackin
will contribute the following assets to the Company as a capital
contribution, which shall be valued in the aggregate at
Thirty-Two Thousand Dollars ($32,000), and allocated Seventeen
Thousand Two Hundred Eighty Dollars($17,280) to Neihart and
Fourteen Thousand Seven Hundred Twenty Dollars ($14,720) to
Glackin.

In Kind Contributed Assets:

     1.   Proprietary customized in-house software developed by
          Neihart/Glackin specifically for the Mortgage business

     2.   The Business model and methodologies developed for Home
          Team Mortgage, Inc., including the developed business
          process, lead/customer development strategies, customer
          follow-up methodologies, tracking systems for loans and
          customers, developed relationships with wholesale
          lenders and investors and vendors and the overall
          strategic model for the mortgage business developed by
          Neihart/Glackin for use by Home Team Mortgage, Inc.

                             A-1
<PAGE>

                           ANNEX B


    List of Assets Purchased by the Company from Home Team
                        Mortgage, Inc.

                             B-1
<PAGE>

                           ANNEX C
      Stepdown in Profit Distributions and Voting Rights

<TABLE>
<CAPTION>

                             Net Profit Distribution %
                           _____________________________
    Profit Distribution      UNCB     Neihart   Glackin
    ___________________    _________ _________ _________
<S>                <C>        <C>       <C>       <C>
Startup Year      2005       30.0%     37.69%    32.31%
    Year 1        2006       30.0%     37.69%    32.31%
    Year 2        2007       30.0%     37.69%    32.31%
    Year 3        2008       30.0%     37.69%    32.31%
    Year 4        2009       30.0%     37.69%    32.31%
    Year 5        2010       30.0%     37.69%    32.31%
    Year 6        2011       44.0%    30.152%   25.848%
    Year 7        2012       58.0%    22.614%   19.386%
    Year 8        2013       72.0%    15.076%   12.924%
    Year 9        2014       86.0%     7.538%    6.462%
    Year 10       2015      100.0%       0%        0%

</TABLE>

<TABLE>
<CAPTION>
 Startup Year           Voting Rights
_____________  _____________________________
                 UNCB     Neihart   Glackin
               _________ _________ _________
    <S>           <C>       <C>       <C>
    2005          51%       24.5%     24.5%
    2006          51%       24.5%     24.5%
    2007          51%       24.5%     24.5%
    2008          51%       24.5%     24.5%
    2009          51%       24.5%     24.5%
    2010          51%       24.5%     24.5%
    2011          70%        15%       15%
    2012          70%        15%       15%
    2013          70%        15%       15%
    2014          70%        15%       15%
    2015         100%         0%        0%

</TABLE>
                             C-1
<PAGE>

                         ANNEX  D

     The following sets forth the manner in which Buyout Payments
made to an individual member (or member's estate) are to be
calculated under the terms of Paragraph 16.

If an individual member dies or becomes disabled during calendar
year 2005 or 2006, Ninety (90) business days following January
1of 2007, UNCB shall prepare and provide to John Neihart and
Kevin Glackin (or their personal representative(s) or
guardian(s)) an unaudited profit and loss financial report of the
Company (the "Net Profit Measurement Report").  Buyout payments
to Neihart if he becomes disabled or Neihart's estate if he dies,
payable in 2007, will be 37.69% of the Net Profit distributable
to the Members for 2006, reduced by 6% for each year of
acceleration (four years or 24%); the resulting sum shall be
payable annually, on or before April 30, for four (4) additional
years (2008 through 2011) but for each of  five (5) years it
shall be reduced by a dollar figure calculated from UNCB's
incremental income tax rate for the latest completed taxable year
prior to the buyout  payment;  Buyout payments to Glackin if he
becomes disabled or Glackin's estate if he dies,  payable in
2007, will be 32.31% of the Net Profit distributable to the
Members for 2006, reduced by 6% for each year of acceleration
(four years or 24%); the resulting sum shall be payable annually,
on or before April 30, for four (4) additional years (2008
through 2011) but for each of five years it shall, in addition to
the foregoing reduction be further  reduced by a dollar figure
calculated from UNCB's incremental income tax rate for the latest
completed taxable year prior to the buyout  payment.

If the death or disability occurs in 2007, Buyout payments to
Neihart if he becomes disabled or Neihart's estate if he dies
will be calculated as the sum of: (a) 37.69% of the Net Profit
distributable to the Members for 2007 times two (x2), and (b)
37.69% of the Net Profit distributable to the Members for 2006,
times one (x1), the sum of which is then divided by 3, and then
reduced by 6% for each year of acceleration (three years or 18%);
the resulting sum shall be payable annually, on or before April
30, for five (5) years (2008 through 2012) but for each of five
(5) years it shall be reduced by a dollar figure calculated from
UNCB's incremental income tax rate for the latest completed
taxable year prior to the buyout  payment; Buyout payments to
Glackin if he becomes disabled or Glackin's estate if he dies
will be calculated as the sum of: (a) 32.31% of the Net Profit
distributable to the Members for 2007 times two (x2), and (b)
32.31% of the Net Profit distributable to the Members for 2006,
times one (x1), the sum of which is then divided by 3, and then
reduced by 6% for each year of acceleration (three years or 18%);
the resulting sum shall be payable annually, on or before April
30, for five (5) years (2008 through 2012) but for each of five
years it shall, in addition to the foregoing reduction, be
further reduced by a dollar figure calculated from UNCB's
incremental income tax rate for the latest completed taxable year
prior to the buyout  payment.
..

If the death or disability occurs in 2008, Buyout payments to
Neihart if he becomes disabled or Neihart's  estate if he dies
will be calculated as the sum of: (a) 37.69% of the Net Profit
distributable to the Members for 2008, times three (x3); (b)
37.69% of the Net Profit distributable to the Members for 2007,
times two (x2); and  (c) 37.69% of the Net Profit distributable
to Members for 2006 times one (x1), the sum of which is then
divided by 6, and then reduced by 6% for each year of
acceleration (two years or 12%); the resulting sum shall be
payable annually, on or before April 30, for five (5) years (2009
through 2013) but for each of five (5) years it shall be reduced
by a dollar figure calculated from UNCB's incremental income


                             D-1
<PAGE>

tax rate for the latest completed taxable year prior to the
buyout  payment: Buyout payments to Glackin if he becomes
disabled or Glackin's estate if he dies will be calculated as the
sum of: (a) 32.31% of the Net Profit distributable to the Members
for 2008, times three (x3); (b) 32.31% of the Net Profit
distributable to the Members for 2007, times two (x2); and (c)
32.31% of the Net Profit distributable to Members for 2006 times
one (x1), the sum of which is then divided by 6, and then reduced
by 6% for each year of acceleration (two years or 12%); the
resulting sum shall be payable annually, on or before April 30,
for five (5) years (2009 through 2013) but for each of five years
it shall, in addition to the foregoing reduction, be further
reduced by a dollar figure calculated from UNCB's incremental
income tax rate for the latest completed taxable year prior to
the buyout  payment.
..

If the death or disability occurs in 2009, Buyout payments to
Neihart if he becomes disabled  or Neihart's estate if he dies
will be calculated as the sum of: (a) 37.69% of the Net Profit
distributable to the Members for 2009, times three (x3); (b)
37.69% of the Net Profit distributable to the Members for 2008,
times two (x2); and (c) 37.69% of the Net Profit distributable to
Members for 2007 times one (x1), the sum of which is then divided
by 6, and then reduced by 6% for each year of acceleration (one
year or 6%); the resulting sum shall be payable annually, on or
before April 30, for five (5) years (2010 through 2014) but for
each of five (5) years it shall be reduced by a dollar figure
calculated from UNCB's incremental income tax rate for the latest
completed taxable year prior to the buyout  payment; Buyout
payments to Glackin if he becomes disabled  or Glackin's estate
if he dies will be calculated as the sum of: (a) 32.31% of the
Net Profit distributable to the Members for 2009, times three
(x3); (b) 32.31% of the Net Profit distributable to the Members
for 2008, times two (x2); and (c) 32.31% of the Net Profit
distributable to Members for 2007 times one (x1), the sum of
which is then divided by 6, and then reduced by 6% for each year
of acceleration (one year or 6%); the resulting sum shall be
payable annually, on or before April 30, for five (5) years (2010
through 2014) but for each of five years it shall, in addition to
the foregoing reduction, be further  reduced by an amount
calculated from UNCB's incremental income tax rate for the latest
completed taxable year prior to the buyout  payment.

                             D-2
<PAGE>