EMPLOYMENT AGREEMENT
                             As Amended and Restated

         THIS  AGREEMENT,  is  entered  into  this  ___th  day  of  March  2006,
("Effective  Date") by and between BUCS Federal (the "Savings Bank") and Herbert
Moltzan (the "Executive").

                                   WITNESSETH

         WHEREAS, the Executive has heretofore been employed by the Savings Bank
as the President and Chief Executive Officer and is experienced in all phases of
the business of the Savings Bank; and

         WHEREAS,  the  Savings  Bank  desires to be ensured of the  Executive's
continued active participation in the business of the Savings Bank; and

         WHEREAS,  the Savings Bank and the Executive previously entered into an
Employment Agreement, dated December 19, 2000 ("Prior Agreement"); and

         WHEREAS,  the Bank and the Executive wish to make certain  revisions to
such Prior Agreement.

         NOW THEREFORE,  in consideration of the covenants and mutual agreements
herein contained,  the parties,  intending to be legally bound,  hereby agree as
follows:

         1.  Employment.  The Savings Bank hereby  employs the  Executive in the
capacity of President and Chief Executive Officer.  The Executive hereby accepts
said employment and agrees to render such administrative and management services
to the Savings Bank and to any to-be- formed parent holding  company  ("Parent")
as are currently  rendered and as are customarily  performed by persons situated
in a similar executive capacity. The Executive shall promote the business of the
Savings Bank and Parent. The Executive's other duties shall be such as the Board
of Directors for the Savings Bank (the "Board of Directors" or "Board") may from
time to time  reasonably  direct,  including  normal duties as an officer of the
Savings Bank.

         2. Term of Employment.  The term of employment of Executive  under this
Agreement  shall be for the period  commencing on the Effective  Date and ending
thirty-six (36) months thereafter  ("Term").  Additionally,  on, or before, each
annual  anniversary  date from the Effective Date, the Term of employment  under
this Agreement shall be extended for up to an additional  period beyond the then
effective  expiration date upon a  determination  and resolution of the Board of
Directors  that the  performance of the Executive has met the  requirements  and
standards  of the Board and that the Term of such  Agreement  shall be extended.
References  herein to the Term of this Agreement shall refer both to the initial
term and successive terms.

<PAGE>

         3. Compensation, Benefits and Expenses.

               (a) Base Salary.  The Savings Bank shall  compensate  and pay the
Executive during the Term of this Agreement a minimum base salary at the rate of
$__________________  per  annum  ("Base  Salary"),  payable  in  cash  not  less
frequently  than  monthly;  provided,  that  the  rate of such  salary  shall be
reviewed  by the  Board of  Directors  not less  often  than  annually,  and the
Executive shall be entitled to receive  increases at such percentages or in such
amounts as  determined  by the Board of  Directors.  The base  salary may not be
decreased without the Executive's express written consent.

               (b)  Discretionary  Bonus.  The  Executive  shall be  entitled to
participate in an equitable manner with all other senior management employees of
the Savings Bank in discretionary bonuses that may be authorized and declared by
the Board of Directors to its senior management executives from time to time. No
other  compensation  provided for in this Agreement shall be deemed a substitute
for the Executive's right to participate in such discretionary  bonuses when and
as declared by the Board.

               (c)  Participation in Benefit and Retirement Plans. The Executive
shall be entitled to  participate in and receive the benefits of any plan of the
Savings Bank which may be or may become applicable to senior management relating
to pension or other retirement benefit plans,  profit-sharing,  stock options or
incentive plans, or other plans,  benefits and privileges given to employees and
executives of the Savings Bank, to the extent  commensurate with his then duties
and responsibilities, as fixed by the Board of Directors of the Savings Bank.

               (d)  Participation in Medical Plans and Insurance  Policies.  The
Executive  shall be entitled to  participate  in and receive the benefits of any
plan or policy of the  Savings  Bank  which may be or may become  applicable  to
senior  management  relating to life insurance,  short and long term disability,
medical, dental, eye-care, prescription drugs or medical reimbursement plans.

               (e) Vacations and Sick Leave.  The Executive shall be entitled to
paid annual vacation leave in accordance  with the policies as established  from
time to time by the  Board of  Directors,  which  shall in no event be less than
five (5) weeks per annum. The Executive shall also be entitled to an annual sick
leave benefit as established by the Board for senior management employees of the
Savings  Bank.  The  Executive  shall not be entitled to receive any  additional
compensation from the Savings Bank for failure to take a vacation or sick leave,
nor shall he be able to accumulate  unused  vacation or sick leave from one year
to the next, except to the extent authorized by the Board of Directors.

               (f) Expenses.  The Savings Bank shall  reimburse the Executive or
otherwise  provide  for or pay  for  all  reasonable  expenses  incurred  by the
Executive in furtherance  of, or in connection  with the business of the Savings
Bank,  including,  but  not by  way  of  limitation,  automobile  and  traveling
expenses, and all reasonable entertainment expenses,  subject to such reasonable
documentation  and  other  limitations  as may be  established  by the  Board of
Directors

                                        2

<PAGE>

of the Savings  Bank.  If such  expenses  are paid in the first  instance by the
Executive, the Savings Bank shall reimburse the Executive therefor.

               (g)  Changes in  Benefits.  The  Savings  Bank shall not make any
changes in such plans,  benefits or privileges  previously  described in Section
3(c),  (d) and (e)  which  would  adversely  affect  the  Executive's  rights or
benefits thereunder,  unless such change occurs pursuant to a program applicable
to all  executive  officers  of the  Savings  Bank  and  does  not  result  in a
proportionately  greater  adverse  change in the rights of, or benefits  to, the
Executive  as compared  with any other  executive  officer of the Savings  Bank.
Nothing paid to Executive  under any plan or arrangement  presently in effect or
made available in the future shall be deemed to be in lieu of the salary payable
to Executive pursuant to Section 3(a) hereof.

         4. Loyalty; Noncompetition.

               (a) The Executive shall devote his full time and attention to the
performance  of his  employment  under  this  Agreement.  During the term of the
Executive's  employment under this Agreement,  the Executive shall not engage in
any business or activity  contrary to the  business  affairs or interests of the
Savings Bank or Parent.

               (b)  Nothing  contained  in this  Section  4 shall be  deemed  to
prevent or limit the right of Executive to invest in the capital  stock or other
securities of any business  dissimilar  from that of the Savings Bank or Parent,
or, solely as a passive or minority investor, in any business.

               (c)  For a  period  of one  year  following  the  termination  of
Executive's  employment  pursuant to Sections 6(c) or 6(d) hereof, the Executive
shall not work for or advise,  consult or  otherwise  serve  with,  directly  or
indirectly,  any financial services  enterprise  (including but not limited to a
savings and loan association, savings bank, bank, credit union, mortgage banking
or loan origination  company or insurance company) having an office in, or which
opens an office in, any county in which the Savings Bank has an office as of the
date of termination of employment with the Savings Bank.

         5. Standards.  During the term of this  Agreement,  the Executive shall
perform his duties in  accordance  with such  reasonable  standards  expected of
executives with comparable  positions in comparable  organizations and as may be
established from time to time by the Board of Directors.

         6.  Termination and Termination  Pay. The Executive's  employment under
this Agreement shall be terminated upon any of the following occurrences:

               (a) The death of the Executive during the term of this Agreement,
in  which  event  the  Executive's  estate  shall be  entitled  to  receive  the
compensation  due the  Executive  through the last day of the calendar  month in
which Executive's death shall have occurred.

                                        3

<PAGE>

               (b)  The  Board  of  Directors  may  terminate  the   Executive's
employment at any time, but any termination by the Board of Directors other than
termination  for Just  Cause,  shall  not  prejudice  the  Executive's  right to
compensation or other benefits under the Agreement.  The Executive shall have no
right to receive compensation or other benefits for any period after termination
for Just Cause. The Board may within its sole discretion,  acting in good faith,
terminate  the  Executive  for  Just  Cause  and  shall  notify  such  Executive
accordingly.  Termination for "Just Cause" shall include  termination because of
the Executive's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule or  regulation  (other than traffic
violations or similar  offenses) or final  cease-and-desist  order,  or material
breach of any provision of the Agreement.

               (c) Except as provided pursuant to Section 9 hereof, in the event
Executive's  employment  under  this  Agreement  is  terminated  by the Board of
Directors without Just Cause, the Savings Bank shall be obligated to continue to
pay the Executive the salary provided pursuant to Section 3(a) herein, up to the
date of termination of the remaining Term of this Agreement, but in no event for
a period of less than twelve  months,  and the cost of Executive  obtaining  all
health,  life,  disability,  and other  benefits  which the  Executive  would be
eligible  to  participate  in through  such date based upon the  benefit  levels
substantially equal to those being provided Executive at the date of termination
of employment.

               (d) The voluntary termination by the Executive during the term of
this  Agreement  with the delivery of no less than 60 days written notice to the
Board of  Directors,  other than  pursuant  to Section  9(b),  in which case the
Executive shall be entitled to receive only the compensation, vested rights, and
all employee benefits up to the date of such termination.

         7. Regulatory Exclusions.

         (a) If the Executive is suspended  and/or  temporarily  prohibited from
participating  in the conduct of the Savings  Bank's  affairs by a notice served
under Section  8(e)(3) or (g)(1) of the FDIA (12 U.S.C.  1818(e)(3) and (g)(1)),
the Savings Bank's  obligations under the Agreement shall be suspended as of the
date of service, unless stayed by appropriate proceedings. If the charges in the
notice are  dismissed,  the Savings Bank may within its  discretion  (i) pay the
Executive  all  or  part  of  the  compensation   withheld  while  its  contract
obligations were suspended and (ii) reinstate any of its obligations  which were
suspended.

         (b) If the  Executive is removed  and/or  permanently  prohibited  from
participating  in the conduct of the Savings  Bank's  affairs by an order issued
under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit  Insurance Act ("FDIA")
(12 U.S.C.  1818(e)(4)  and (g)(1)),  all  obligations of the Savings Bank under
this Agreement shall  terminate,  as of the effective date of the order, but the
vested rights of the parties shall not be affected.

                                        4

<PAGE>

         (c) If the Savings Bank is in default (as defined in Section 3(x)(1) of
FDIA) all  obligations  under this Agreement  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.

         (d) All obligations under this Agreement shall be terminated, except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation of the Savings  Bank:  (i) by the Director of the Office of
Thrift Supervision ("Director of OTS"), or his or her designee, at the time that
the Federal Deposit Insurance  Corporation  ("FDIC") enters into an agreement to
provide  assistance  to or on behalf of the  Savings  Bank  under the  authority
contained in Section  13(c) of FDIA;  or (ii) by the Director of the OTS, or his
or her  designee,  at the time  that  the  Director  of the  OTS,  or his or her
designee approves a supervisory  merger to resolve problems related to operation
of the Savings  Bank or when the Savings Bank is  determined  by the Director of
the OTS to be in an unsafe or unsound condition.  Any rights of the parties that
have already vested, however, shall not be affected by such action.

         (e) Notwithstanding  anything herein to the contrary, any payments made
to the Executive  pursuant to the Agreement,  or otherwise,  shall be subject to
and  conditioned  upon  compliance  with 12 USC ss.1828(k)  and any  regulations
promulgated thereunder.

         (f) Notwithstanding  anything herein to the contrary, in no event shall
payments to the Executive  resulting  from  termination  of  employment  for any
reason in accordance  with the  Agreement  exceed the product of three (3) times
the  Executives  average  annual  compensation  paid by the Savings  Bank to the
Executive during the five most recent taxable years.

         8. Disability.  If the Executive shall become disabled or incapacitated
to the extent  that he is unable to perform his duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of  Directors,  Executive  shall  nevertheless  continue to
receive the compensation and benefits provided under the terms of this Agreement
as follows:  100% of such  compensation  and benefits for a period of 12 months,
but not exceeding the remaining  term of the  Agreement,  and 65% thereafter for
the remainder of the term of the Agreement.  Such benefits noted herein shall be
reduced by any benefits  otherwise  provided to the Executive during such period
under the provisions of disability insurance coverage in effect for Savings Bank
employees.  Thereafter, Executive shall be eligible to receive benefits provided
by the Savings Bank under the  provisions  of disability  insurance  coverage in
effect  for  Savings  Bank  employees.   Upon  returning  to  active   full-time
employment,  the  Executive's  full  compensation as set forth in this Agreement
shall be reinstated as of the date of  commencement of such  activities.  In the
event that the Executive  returns to active employment on other than a full-time
basis,  then his  compensation  (as set forth in Section 3(a) of this Agreement)
shall be reduced in proportion to the time spent in said employment, or as shall
otherwise be agreed to by the parties.

                                        5

<PAGE>

         9. Change in Control.

               (a) Notwithstanding any provision herein to the contrary,  in the
event of the involuntary  termination of Executive's  employment during the term
of this Agreement following any Change in Control of the Savings Bank or Parent,
or within 12 months  thereafter  of such Change in  Control,  absent Just Cause,
Executive  shall be paid an  amount  equal to the  product  of 2.999  times  the
Executive's  "base  amount" as defined in  Section  280G(b)(3)  of the  Internal
Revenue  Code of 1986,  as amended  (the  "Code")  and  regulations  promulgated
thereunder.  Said  sum  shall be paid in one (1) lump sum as of the date of such
termination  of service,  and such payments shall be in lieu of any other future
payments  which the  Executive  would be  otherwise  entitled  to receive  under
Section  6 of  this  Agreement.  Additionally,  the  Executive  and  his  or her
dependents  shall  remain  eligible  to  participate  in the  medical and dental
insurance  programs  offered by the Bank to its employees  through the remaining
term of the Agreement.  Notwithstanding the forgoing, all sums payable hereunder
shall be reduced in such manner and to such extent so that no such payments made
hereunder when aggregated with all other payments to be made to the Executive by
the Savings Bank or the Parent shall be deemed an "excess parachute  payment" in
accordance  with  Section  280G of the Code and be  subject  to the  excise  tax
provided at Section  4999(a) of the Code.  The term  "Change in  Control"  shall
refer to:  (i) the sale of all,  or a  material  portion,  of the  assets of the
Savings Bank or the Parent;  (ii) the merger or  recapitalization of the Savings
Bank or the Parent  whereby the Savings Bank or the Parent is not the  surviving
entity;  (iii) a  change  in  control  of the  Savings  Bank or the  Parent,  as
otherwise  defined  or  determined  by  the  Office  of  Thrift  Supervision  or
regulations promulgated by it; or (iv) the acquisition,  directly or indirectly,
of the  beneficial  ownership  (within the meaning of that term as it is used in
Section  13(d)  of the  Securities  Exchange  Act of  1934  and  the  rules  and
regulations  promulgated thereunder) of twenty-five percent (25%) or more of the
outstanding  voting  securities of the Savings Bank or the Parent by any person,
trust,  entity or group.  The term "person"  means an individual  other than the
Executive, or a corporation,  partnership,  trust,  association,  joint venture,
pool, syndicate, sole proprietorship,  unincorporated  organization or any other
form of entity not  specifically  listed herein.  The provisions of this Section
9(a) shall survive the expiration of this Agreement  occurring after a Change in
Control.

               (b)  Notwithstanding any other provision of this Agreement to the
contrary,  Executive may voluntarily terminate his employment during the term of
this Agreement  following a Change in Control of the Savings Bank or Parent,  or
within 12 months following such Change in Control,  and upon the occurrence,  or
within 120 days thereafter,  of any of the following events, which have not been
consented to in advance by the Executive in writing:  (i) if Executive  would be
required  to move his  personal  residence  or perform his  principal  executive
functions more than thirty-five  (35) miles from the Executive's  primary office
as of the signing of this Agreement;  (ii) if in the organizational structure of
the Savings Bank,  Executive  would be required to report to a person or persons
other than the Board of Directors of the Savings Bank; (iii) if the Savings Bank
should fail to maintain  Executive's base  compensation in effect as of the date
of the Change in Control and the existing  employee  benefits  plans,  including
material fringe benefit,  stock option and retirement  plans;  (iv) if Executive
would  be  assigned  duties  and  responsibilities  other  than  those  normally
associated  with his  position  as  referenced  at  Section  1,  herein;  (v) if
Executive's responsibilities

                                        6

<PAGE>

or authority have in any way been materially  diminished or reduced;  or (vi) if
Executive  would not be reelected to the Board of Directors of the Savings Bank.
Upon such  voluntary  termination  of  employment by the Executive in accordance
with this  subsection,  Executive  shall  thereupon  be  entitled to receive the
payments  described in Section 9(a) of this  Agreement.  The  provisions of this
Section 9(b) shall survive the  expiration of this Agreement  occurring  after a
Change in Control.

        10.  Withholding.  All payments  required to be made by the Savings Bank
hereunder to the Executive  shall be subject to the withholding of such amounts,
if any,  relating to tax and other  payroll  deductions  as the Savings Bank may
reasonably  determine  should be  withheld  pursuant  to any  applicable  law or
regulation.

        11. Successors and Assigns.

               (a) This  Agreement  shall inure to the benefit of and be binding
upon any corporate or other  successor of the Savings Bank or Parent which shall
acquire,  directly  or  indirectly,  by  merger,   consolidation,   purchase  or
otherwise,  all or substantially  all of the assets or stock of the Savings Bank
or Parent.

               (b) Since the  Savings  Bank is  contracting  for the  unique and
personal  skills  of the  Executive,  the  Executive  shall  be  precluded  from
assigning or delegating his rights or duties  hereunder  without first obtaining
the written consent of the Savings Bank.

        12. Amendment;  Waiver. No provisions of this Agreement may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in  writing,  signed by the  Executive  and such  officer or  officers as may be
specifically designated by the Board of Directors of the Savings Bank to sign on
its behalf. No waiver by any party hereto at any time of any breach by any other
party  hereto  of, or  compliance  with,  any  condition  or  provision  of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time.

        13.  Governing  Law.  The  validity,  interpretation,  construction  and
performance of this Agreement shall be governed by the laws of the United States
where applicable and otherwise by the substantive laws of the State of Maryland.

        14.  Nature of  Obligations.  Nothing  contained  herein shall create or
require  the  Savings  Bank to  create a trust of any kind to fund any  benefits
which may be payable hereunder,  and to the extent that the Executive acquires a
right to receive  benefits from the Savings Bank hereunder,  such right shall be
no greater than the right of any unsecured general creditor of the Savings Bank.

        15. Headings.  The section headings  contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

                                        7

<PAGE>

        16.  Severability.  The  provisions  of this  Agreement  shall be deemed
severable  and the  invalidity  or  unenforceability  of any  provision  of this
Agreement  shall  not  affect  the  validity  or  enforceability  of  the  other
provisions of this Agreement, which shall remain in full force and effect.

        17. Arbitration.  Any controversy or claim arising out of or relating to
this  Agreement,  or  the  breach  thereof,  shall  be  settled  exclusively  by
arbitration in accordance  with the rules then in effect of the district  office
of the American  Arbitration  Association  ("AAA") nearest to the home office of
the Savings  Bank,  and judgment  upon the award  rendered may be entered in any
court  having  jurisdiction  thereof,  except to the extent that the parties may
otherwise reach a mutual  settlement of such issue.  Further,  the settlement of
the  dispute  to be  approved  by the Board of the  Savings  Bank may  include a
provision  for the  reimbursement  by the Savings Bank to the  Executive for all
reasonable costs and expenses,  including  reasonable  attorneys' fees,  arising
from such dispute,  proceedings or actions,  or the Board of the Savings Bank or
the  Parent  may  authorize  such  reimbursement  of such  reasonable  costs and
expenses by separate action upon a written action and determination of the Board
following settlement of the dispute. Such reimbursement shall be paid within ten
(10) days of Executive furnishing to the Savings Bank or Parent evidence,  which
may be in the form, among other things,  of a canceled check or receipt,  of any
costs or expenses incurred by Executive. The provisions of this Section 17 shall
survive the expiration of this Agreement.

        18. Confidential Information. The Executive acknowledges that during his
or her  employment  he or  she  will  learn  and  have  access  to  confidential
information  regarding  the Savings  Bank and the Parent and its  customers  and
businesses ("Confidential Information").  The Executive agrees and covenants not
to  disclose  or use for his or her own  benefit,  or the  benefit  of any other
person or entity, any such Confidential Information, unless or until the Savings
Bank or the  Parent  consents  to  such  disclosure  or use or such  information
becomes common  knowledge in the industry or is otherwise  legally in the public
domain. The Executive shall not knowingly disclose or reveal to any unauthorized
person any Confidential Information relating to the Savings Bank, the Parent, or
any  subsidiaries or affiliates,  or to any of the businesses  operated by them,
and the  Executive  confirms  that such  information  constitutes  the exclusive
property of the Savings Bank and the Parent.  The Executive  shall not otherwise
knowingly  act or conduct  himself (a) to the material  detriment of the Savings
Bank or the Parent, or its subsidiaries, or affiliates, or (b) in a manner which
is  inimical or contrary  to the  interests  of the Savings  Bank or the Parent.
Executive  acknowledges  and agrees that the existence of this Agreement and its
terms and conditions constitutes  Confidential  Information of the Savings Bank,
and the Executive  agrees not to disclose the Agreement or its contents  without
the prior written  consent of the Savings Bank.  Notwithstanding  the foregoing,
the Savings Bank reserves the right in its sole discretion to make disclosure of
this  Agreement as it deems  necessary or  appropriate  in  compliance  with its
regulatory  reporting  requirements.  Notwithstanding  anything  herein  to  the
contrary, failure by the Executive to comply with the provisions of this Section
may  result  in the  immediate  termination  of the  Agreement  within  the sole
discretion of the Savings Bank,  disciplinary action against the Executive taken
by the Savings Bank,  including but not limited to the termination of employment
of the

                                        8

<PAGE>

Executive for breach of the Agreement  and the  provisions of this Section,  and
other remedies that may be available in law or in equity.

        19. Entire Agreement.  This Agreement together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.

        20.  Notices.  Any notice  required or permitted  to be given  hereunder
shall be in writing and shall be delivered,  either by personal delivery, by the
United States mail or by recognized overnight courier service,  addressed to the
parties as follows or at such  changed  address as a party may from time to time
specify  by written  notice to the other  party  given in the  manner  specified
herein:

(i) To the Savings Bank:            BUCS FEDERAL
                                    10455 Mill Run Circle
                                    Owings Mills, Maryland  21117

(ii)  To the Executive:             Herbert Moltzan
                                    1430 Hallwood Road
                                    Baltimore, Maryland  21228

        21.  Compliance With Section 409A.  Nothwithstanding  anything herein to
the contrary,  any payments to be made in accordance  with this Agreement  shall
not be made  prior to the date  that is 184  calendar  days from the date of the
Executive's  termination  of  employment  if it is determined by the Bank or the
Parent in good faith that such payments to be made to such Executive are subject
to such  limitations  at Section  409A of the Code and  regulations  promulgated
thereunder,  and  payments  made in  advance  of such date  would  result in the
requirement for the Executive to pay additional interest and taxes to be imposed
in accordance  with Section  409A(a)(1)(B)  of the Code.  The provisions of this
Section 21 shall survive the expiration of this Agreement.

                                        9