**EXHIBIT 10.3** **EMPLOYMENT
      AGREEMENT WITH G. ALLEN WEISS**






**EMPLOYMENT
      AGREEMENT**





**THIS
      EMPLOYMENT AGREEMENT** is being
      made this ___ day of November, 2005, by and between **KEYSTONE
      NAZARETH BANK & TRUST COMPANY** ,
      a
      Pennsylvania corporation (“Employer”), and **G.
      ALLEN WEISS** (“Employee”).





**RECITALS**





**WHEREAS** ,
      Employee is a principal and shareholder of Paragon Group, Inc. (“Paragon”);
      and




**WHEREAS** ,
      Employer is acquiring all of the issued and outstanding stock of Paragon under
      the terms set forth in the Parties’ Agreement and Plan of Merger;
      and





**WHEREAS** ,
      Employer desires to assure continuity of operations by continuing the employment
      of Employee pursuant to the terms and conditions of this Agreement; and





**WHEREAS** ,
      Employee represents and warrants to Employer that he is free to accept
      employment hereunder and that he has no prior or other obligations or
      commitments of any kind that would in any way hinder or interfere with his
      acceptance of, or the full performance of such employment; and





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





ARTICLE
      I





Employment





Section
      1.1 - Employment .
      Employer hereby employs Employee and Employee hereby accepts such employment
      under the terms and conditions set forth in this Agreement.





Section
      1.2 - Position, Duties, Authority .





(a)  During
      the Term of this Agreement, Employee shall serve on a full-time basis and devote
      his entire working time, attention, and energy as President of KNBT Wealth
      Management Division in Employer’s Office of the President. Employee, as
      President of KNBT Wealth Management Division, shall perform such executive,
      managerial, administrative, and other duties as are from time to time assigned
      to him by Employer and which are consistent with this position.





(b)  Employee
      shall have such authority and responsibilities as are customarily incident
      to
      his position as President of KNBT Wealth Management Division, consistent with
      all applicable laws and the Corporate Charter and Bylaws of Employer. Employee
      agrees that he will faithfully, diligently, and to the best of his abilities
      perform all of the duties that may be required of him pursuant to the terms
      of
      this Agreement.






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(c)  Both
      during and after the employment Term, Employee shall cooperate fully with
      Employer and with any legal counsel, expert, or consultant it may retain to
      assist it in connection with any judicial proceeding, arbitration,
      administrative proceeding, governmental investigation or inquiry, or internal
      audit in which Employer may be or become involved, including full disclosure
      of
      all relevant information and truthfully testifying on Employer’s behalf in
      connection with any such proceeding or investigation.





Section
      1.3 - Outside Employment and Activities .
      Employee may not enter into or continue any employment or render any service
      for
      compensation or remuneration to any person or entity, except Employer, during
      Employee’s employment with Employer, without the prior, express written consent
      of Employer’s President and Chief Executive Officer. Additionally, Employee
      shall not hold office in or serve as a member of the Board of Directors with
      or
      for any other entity or organization, even without compensation or remuneration,
      if, in the sole judgment of Employer, such service would or might interfere
      with
      Employee’s duties and/or responsibilities to Employer or conflict in any way
      with Employer’s interests. Should Employee wish to engage in any other
      employment or to provide services to any other person or entity other than
      Employer or to hold office in or serve on the Board of Directors of any other
      entity or organization, Employee shall submit a written request to Employer’s
      President and Chief Executive Officer.





ARTICLE
      II





Term





Section
      2.1 - Initial Term .
      This
      Agreement shall be deemed as effective and the Term of Employee’s employment
      shall begin as of the date this Agreement is executed by the Parties (the
“Effective Date”), and shall continue for a period of three (3) years (the
“Initial Term”), unless earlier terminated in accordance with the terms of this
      Agreement.





Section
      2.2 - Successor Terms .
      Subject
      to the subsequent provisions, upon the expiration of the second twelve (12)
      full
      calendar month period after the date first above written, the term hereof shall
      be extended for another twelve (12) full calendar months, and upon expiration
      of
      each subsequent twelve (12) full calendar months thereafter, the term of this
      Agreement shall be likewise extended for an additional twelve (12) full calendar
      months. Such extension of this Agreement’s term shall be automatic unless
      written notice is given by either party not later than three (3) months before
      the expiration of the then current twelve (12) months. Each reference in this
      Agreement to the “Term” of this Agreement shall include the Initial Term and
      each extension thereof, if any.


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ARTICLE
      III





Compensation





Section
      3.1 - Base Salary .





(a)  For
      all
      of the services rendered by Employee, Employer shall pay Employee a base salary
      of One Hundred Sixty Thousand Dollars ($160,000) for each full year of the
      Initial Term (such annual compensation and any increases thereto referred to
      as
“Base Salary”), less withholdings required by law and deductions authorized by
      Employee. The Base Salary shall be paid in installments at such times as
      Employer customarily pays other employees holding comparable positions, but
      no
      less often than monthly.





(b)  If
      the
      Term of this Agreement is extended, the parties hereto shall mutually agree
      on a
      Base Salary for each additional year of the Term; however, the Base Salary
      for
      each additional year shall not be less than the Base Salary for the preceding
      year.





Section
      3.2 - Stock Options .
      Employee shall be granted a stock option for Ten Thousand (10,000) shares of
      the
      common stock of KNBT Bancorp, Inc., pursuant to Employer’s Stock Option
      Plan.





Section
      3.3 - Non-Competition Covenant Consideration .
      In
      exchange for Employee’s promises and agreements set forth in Sections 6.5 and
      6.6 hereunder, Employer shall pay Employee Two Hundred Forty Thousand Eighty-Six
      Dollars ($240,086). This amount shall be paid to Employee, in a lump sum on
      the
      date of the Closing of the Agreement and Plan of Merger; provided, however,
      that, in the event Employee terminates this Agreement and his employment
      hereunder at any time during the Initial Term, he shall immediately be obligated
      to reimburse Employer for the pro-rata share of this Non-Competition Covenant
      Consideration pro-rated from the date of execution of this Agreement to the
      effective date of termination.





ARTICLE
      IV





Termination





Section
      4.1 - Grounds for Termination .





(a)  Termination
      Upon Death .
      Employee’s employment and any and all rights of Employee under this Agreement
      shall terminate immediately upon the death of Employee.





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(b)  Termination
      Because of Incapacity.





(i)
            In
                the event that Employee is unable fully to perform the essential
                functions, duties and responsibilities of his position hereunder,
                with or
                without reasonable accommodation, due to physical or mental illness,
                injury or incapacity, for a continuous period of more than three
                (3)
                months, or is determined to be disabled under Employer’s insured long-term
                disability plan, if any, and is also determined to be entitled to
                disability benefits thereunder, all as determined in good faith by
                Employer, after consultation with a qualified physician selected
                by
                Employer, Employer may terminate Employee’s employment hereunder. If
                Employer shall so act, then any and all rights Employee may have
                under
                this Agreement or otherwise as an employee of Employer shall terminate,
                and Employer shall have no further liability or obligation to Employee
                for
                compensation hereunder; provided, however, that Employee will be
                entitled
                to receive the payments prescribed under Employer’s long-term disability
                benefit plan, if any, under which he was covered during the period
                of his
                employment by Employer. Notwithstanding the foregoing, Employee shall
                not
                be deemed terminated by reason of disability nor shall Employee’s Base
                Salary as set forth in Section 3.1 hereof cease unless and until
                Employee
                has received written notice from Employer at least thirty (30) days
                prior
                to Employer’s intended date of termination stating (i) Employer’s intent
                to terminate Employee by reason of disability, and (ii) Employer’s
                intended date of such termination.





(ii)
            If
                Employee shall resume his duties within thirty (30) days after receipt
                of
                such notice of termination and continue to perform the essential
                functions, duties and responsibilities of his position for three
                (3)
                consecutive months thereafter, this Agreement shall continue in full
                force
                and effect, without any reduction in Base Salary or other benefits,
                and
                the notice of termination shall be considered null and void and of
                no
                effect.





(c)  Termination
      by Employer for Cause .
      This
      Agreement shall terminate upon written notice by Employer to Employee that
      Employee has been terminated for “Cause.” “Cause” shall mean:





(i)
            material
                failure to perform his assigned duties under this Agreement, other
                than
                any failure resulting from the Employee’s incapacity due to physical or
                mental injury or illness;





(ii)
            commission
                of an act involving moral turpitude in the course of his employment
                with
                the Employer;






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(iii)
            engaging
                in misconduct resulting in material harm to the Employer;





(iv)
            breaching
                his fiduciary duties for personal
                profit;





(v)
            material
                violation, in any material respect, of any law, rule, regulation
                (other
                than traffic violations or similar offenses), written agreement or
                final
                cease-and desist order with respect to his performance of services
                for the
                Employer, as determined by the Board of Directors of Employer; or





(vi)
            a
                material breach of the terms of this Agreement and a failure to cure
                such
                material breach during a 30-day period following the date on which
                the
                Employer gives written notice to the Employee of the material breach.





(d)  Termination
      by Notice .
      In
      accord with Section 2.2, this Agreement may be unilaterally terminated by
      Employer or Employee by giving written notice to the other party at least three
      (3) months prior to the expiration of: (i) the second twelve-month period of
      the
      Initial Term; or (ii) if after completion of the Initial Term, the then current
      twelve (12) month term.





(e)  Termination
      Without Cause .
      If
      Employee is discharged by Employer for any reason other than those enumerated
      in
      this Section 4.1(a)-(d), (including, without limitation, a discharge after
      the
      effective date of a Change of Control), such discharge shall be deemed a
“termination without cause.”





(f)  Change
      of Control of Employer .
      (i) If
      a Change in Control (as herein defined) shall occur and if following the Date
      of
      Change in Control (as defined herein): the Employee is involuntarily terminated
      without cause within twelve (12) months of the Date of Change of Control; the
      Employee voluntarily terminates his employment within twelve (12) months of
      the
      Date of Change of Control because he determines in his sole discretion that
      he
      cannot effectively work with the management team of the resulting entity; or
      the
      Employee voluntarily terminates his employment at any time during the Term
      of
      this Agreement because there shall be:





(1)
            any
                failure by the acquiring person or entity to offer employment to
                Employee
                as of the Date of Change in Control (as defined herein), in a position
                having substantially similar responsibilities, compensation and benefits
                as Employee received immediately prior to the Change in Control (as
                defined herein); or





(2)
            the
                assignment to Employee of duties substantially inconsistent with
                Employee’s office on the date of the Change in Control or as the same may
                be increased from time to time after the Change in Control;
                or






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(3)
            any
                reassignment of Employee to a location greater than thirty (30) miles
                from
                the location of Employee’s office on the date of the Change in Control;
                or





(4)
            any
                reduction in Employee’s Base Salary in effect on the date of the Change in
                Control or as the same may be increased from time to time after the
                Change
                in Control, without Employee’s written consent or except in cases of
                national financial depression or emergency when the Board of Directors
                of
                Employer has implemented such reductions for the senior management
                of
                Employer; or





(5)
            any
                failure to provide Employee with benefits that are substantially
                similar
                or more favorable as those enjoyed by Employee under any of Employer’s
                retirement or pension, life insurance, medical, health and accident,
                disability or other employee benefit plans in which Executive participated
                at the time of the Change in Control, or the taking of any action
                that
                would materially reduce any such benefits in effect at the time of
                the
                Change in Control,





then
      at
      the option of Employee, exercisable by Employee within sixty (60) days of the
      occurrence of any of the foregoing events, Employee may resign from employment
      with Employer (or, if involuntarily terminated, give notice of intention to
      collect benefits under this Agreement) by delivering a notice in writing (the
      “Notice of Termination”) to Employer and the provisions of Section 4.2(e) shall
      apply.





(ii)  A
      change
      in control (other than one occurring by reason of an acquisition of the Employer
      by Employee) shall be deemed to have occurred if the Board of Directors of
      the
      Employer certifies that one of the following has occurred:





(1)
            the
                direct or indirect sale, lease, exchange, or other transfer of all
                or
                substantially all (50% or more) of the assets of Employer to any
                individual, corporation, partnership, trust, or other entity or
                organization (a “Person”) or group of Persons acting in concert as a
                partnership or other group, other than a Person controlling, controlled
                by, or under common control with Employer;





(2)
            the
                merger, consolidation, or other business combination of Employer
                with or
                into another corporation other than a corporation controlling, controlled
                by, or under common control with Employer; or





(3)
            a
                new entity other than a corporation controlling, controlled by, or
                under
                common control with Employer becomes the owner of Employer; or








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(4)
            the
                replacement of a majority of the Board of Directors of Employer,
                over any
                period of one year or less, from the directors who constituted the
                Board
                of Employer at the beginning of such
                period.





(iii)  The
      Date
      of the Change of Control shall be





(1)
            the
                date of the closing of an Agreement, transferring all or substantially
                all
                of Employer’s assets; or





(2)
            the
                date on which individuals who formerly constituted a majority of
                the Board
                of Directors of Employer under Section 4.1(f)(ii)(4) hereof, ceased
                to be
                a majority, or





(3)
            the
                date on which a merger, consolidation or business combination is
                consummated, as applicable; or





(4)
            the
                date on which a merger, consolidation or business combination is
                consummated, as applicable.





Section
      4.2 - Effect of Termination or Change of Control .





(a)   General
      Provisions .
      Upon
      the termination of this Agreement for any reason specified in Section 4.1 above,
      except for a termination without cause:





(i)
            Effective
                upon the date of termination: Employee’s Duties will cease; Employee will
                be deemed to have given his resignation as an employee of Employer
                and
                from all offices then held by him, including, if applicable, as a
                director
                of Employer, and will immediately provide Employer with written,
                signed
                confirmation of same; other than a termination for
                cause;





(ii)
            The
                obligation of Employer to pay Base Salary as provided in Section
                2.1
                hereof will cease effective upon the date of termination, provided
                that
                Employee shall be paid for services rendered through the date of
                termination;





(iii)
            Employer
                will reimburse Employee for all properly reimbursable expenses incurred
                through the date of termination;
                and





(iv)
            Any
                stock options granted to Employee that have not vested and been exercised
                as of the date of termination of this Agreement shall lapse and be
                of no
                further effect.






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(b)  Termination
      for Cause or By Notice .
      In the
      event that this Agreement is terminated for “Cause” pursuant to Section 4.1(c)
      or by Notice pursuant to Section 4.1(d), Employee will receive no further
      compensation hereunder, whether by severance pay, salary, or otherwise, except
      as specifically provided in Section 4.2(a)(iii) above.





(c)  Termination
      Due to Death of Employee .
      In the
      event this Agreement is terminated by reason of the death of Employee:
      Employee’s beneficiaries will receive no further compensation hereunder other
      than the compensation due Employee pursuant to Section 4.2(a)(ii) which shall
      be
      paid to Employee’s estate or designated beneficiary; provided however; that any
      life insurance obtained by Employer for Employee and payable to Employee’s
      beneficiaries shall be so paid in accordance with any such policy.





(d)  Termination
      Without Cause .
      In the
      event that Employer terminates Employee’s employment either (i) “without cause”
as defined in Section 4.1(e) of this Agreement or (ii) with Notice as provided
      in Section 4.1(d) of this Agreement, Employer shall pay to Employee severance
      benefits equal to Employee’s Base Salary at the time of termination (minus all
      withholdings required by law and authorized deductions) for the unexpired
      portion of the Term of this Agreement; provided, however, in the event that
      Employee is given notice of non-renewal at the end of the second twelve (12)
      month period of the Initial Term, the Employee shall receive two (2) times
      his
      Base Salary. In the alternative and to the extent that they are superior to
      severance benefits provided by this Agreement, Employee shall be entitled to
      the
      same severance benefits as employees who are members of Employer’s Office of the
      President.





(e)  Change
      of Control. In
      the
      event Employee’s “termination without cause” under Section 4.1(e) is due to a
      Change of Control of Employer as defined in Section 4.1(f) or in the event
      the
      Employee terminates employment pursuant to Section 4.1(f)(i), then, in that
      event only, as an alternative to the severance benefits set forth above,
      Employer shall pay Employee a lump sum severance benefit equal to twenty-four
      (24) months of Employee’s then current Base Salary.





ARTICLE
      V





Expenses,
      Benefits, and Other Prerequisites





Section
      5.1 - Expenses .
      During
      the Term of Employee’s employment hereunder, Employee shall receive
      reimbursement from Employer for all reasonable expenses incurred by Employee
      in
      performing services hereunder, including, without limitation, all expenses
      of
      travel and living expenses while away from home on business at the request
      of or
      in the service of Employer, provided that such expenses are incurred and
      accounted for in accordance with the standard policies and procedures
      established by Employer for reimbursement of expenses.





Section
      5.2 - Holidays, Vacation; Personal Days; Benefits .
      Employee shall be entitled to the fringe benefits in accordance with Employer’s
      written policy (as the same may be amended or changed from time to time), a
      current copy of which has been supplied to Employee.






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ARTICLE
      VI





Confidentiality,
      Non-Competition, and Other Employer Protections





Section
      6.1 - Proprietary Information .
      Employee recognizes that his employment with Employer creates a relationship
      of
      confidence and trust between himself and Employer with respect to any
      information that is: (i) applicable to the business of Employer; or (ii)
      applicable to the business of any client or customer of Employer, which may
      be
      made known to him by Employer or any client or customer of Employer, or learned
      by him in such context during the period of his employment with
      Employer.





Employer
      further recognizes that all such information has commercial value in the
      business in which Employer is engaged and is hereinafter called “Proprietary
      Information.” By way of illustration, but not limitation, Proprietary
      Information includes any and all technical and non-technical information
      including customer account information, patent, copyright, trade secret,
      financial, and proprietary information, techniques, sketches, drawings, models,
      inventions, know-how, processes, apparatus, equipment, algorithms, software
      programs, software source documents, and formulae related to the current,
      future, and proposed products and services of Employer, and includes, without
      limitation, its respective information concerning research, experimental work,
      development, design details and specifications, engineering, financial
      information, procurement requirements, purchasing, manufacturing, customer
      lists, business forecasts, sales, merchandising, and marketing plans and
      information. “Proprietary Information” also includes proprietary or confidential
      information of any third party.





Section
      6.2 - Nondisclosure of Proprietary Information .
      All
      Proprietary Information is the sole property of Employer, its assigns, and
      its
      customers, and Employer, its assigns, and its customers shall be the sole owner
      of all patents, copyrights, maskworks, trade secrets, and other rights in
      connection therewith. Employee hereby assigns to Employer any rights he may
      have
      or acquire in such Proprietary Information. At all times, both during and after
      Employee’s employment by Employer, Employee agrees to keep in confidence and
      trust all Proprietary Information and not to use or disclose any Proprietary
      Information or anything directly relating to it without the written consent
      of
      Employer, except as may be necessary in the ordinary course of performing his
      duties as an employee of Employer. Notwithstanding the foregoing, it is
      understood that, at all such times, Employee is free to use information which
      is
      generally known in the trade or industry, not as a result of a breach of this
      Agreement, and his own skill, knowledge, know-how, and experience to whatever
      extent and in what way he wishes.





Section
      6.3 - Business Opportunities .
      During
      the term of this Agreement and ceasing with the termination of this Agreement,
      Employee shall promptly disclose to Employer each business opportunity of a
      type
      which, based upon its prospects and relationship to the business of Employer,
      Employer might reasonably consider pursuing. In the event that the Employee’s
      employment is terminated for any reason, Employer shall have the exclusive
      right
      to participate in or undertake any such opportunity on its own behalf without
      any involvement by or remuneration to Employee. This provision shall only apply
      to business opportunities existing as of the termination date. This provision
      shall not apply to subsequent employment by Employee outside of the terms of
      the
      non-compete area.








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Section
      6.4 - Return of Materials .
      Upon
      termination of Employee’s employment or at the request of Employer before
      termination, Employee agrees to deliver to Employer all written and tangible
      material in his possession incorporating Employer’s Proprietary Information or
      otherwise relating to Employer’s business.





Section
      6.5 - Non-Competition .
      Employee shall not, for a period of the later of five (5) consecutive years
      from
      the date of signing of this Agreement or two years from the date of any Change
      of Control of Employer, within a one hundred (100) mile radius of Employer’s
      corporate headquarters in Bethlehem, Pennsylvania, engage in competition with
      Employer. In the event Employee is terminated under Section 4.1(d) or 4.1(e)
      of
      this Agreement, this Section shall apply; provided, however, that termination
      of
      this non-competition covenant shall be accelerated to the last date for which
      Employee receives severance benefits pursuant to Sections 4.2(d) or 4.2(e)
      regardless of whether such benefits have been paid in a lump sum or in
      installments.





For
      purposes of this Agreement, Employee shall be deemed to “engage in competition”
with Employer if he shall directly or indirectly, either individually or as
      a
      stockholder, director, officer, partner, consultant, owner, employee, agent,
      or
      in any other capacity, work for, consult with or otherwise assist any person
      or
      entity engaged in the same or similar business engaged in by Employer. Employee
      agrees that the restrictions imposed upon him by the provisions of this Section
      are fair and reasonable considering the nature of Employer’s business and are
      reasonably required for the protection of Employer. Employee further
      acknowledges and agrees that there are material and valuable benefits bestowed
      upon him by this Agreement and the parties’ Agreement and Plan of Merger which
      constitute new, valuable and legally binding consideration for the
      non-competition, non-solicitation and nondisclosure provisions herein,
      including, but not limited to, the benefits conveyed in Sections 3.2 and 3.3
      above.





Section
      6.6 - Solicitation of Customers and Employees .
      Employee agrees that during the term of this Agreement, and for a period of
      twelve (12) consecutive months after termination of his employment for any
      reason, he shall not, except in the course of his duties hereunder, directly
      or
      indirectly induce or attempt to induce or otherwise counsel, advise, solicit
      or
      encourage (i) any customer or employee to cease doing business with, or leave
      the employ of, Employer or, in the case of employees accept employment with
      any
      other person or entity; or (ii) any person who at the time of such inducement,
      counseling, advice, solicitation or encouragement had ceased doing business
      with, or left the employ of, Employer within the previous six (6) months to
      do
      business with, or accept employment with, any person or entity besides
      Employer.






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Section
      6.7 - Specific Performance .
      Employee agrees that in the event of his breach of any of the provisions of
      this
      Article VI, the remedies available to law to Employer would be inadequate and
      in
      lieu thereof or in addition thereto Employer shall be entitled to appropriate
      equitable remedies, including specific performance and injunctive relief.
      Employee further agrees that he shall pay Employer’s actual attorneys’ fees if
      Employer successfully obtains such injunctive relief and that the restrictive
      time periods set forth in Sections 6.5 and 6.6 of this Agreement shall be tolled
      during any period that Employee is in violation of these
      restrictions.





ARTICLE
      VII





Concluding
      Provisions





Section
      7.1 - Entire Agreement .
      This
      Agreement supersedes all prior agreements, including Employee’s Executive
      Employment Agreement with Paragon and the Trust Company of Lehigh Valley, and
      contains the entire understanding between Employer and Employee (the “Parties”)
      with respect to the subject matter hereof. There are no oral understandings,
      terms, or conditions, and no party has relied upon any representation, express
      or implied, not contained in this Employment Agreement.





Section
      7.2 - Amendments .
      This
      Agreement may not be amended in any respect whatsoever except by a further
      agreement, in writing, fully executed by each of the Parties.





Section
      7.3 - Successors and Assigns .
      This
      Agreement, including the non-competition provision set forth in Section 6.5
      above, shall inure to the benefit of and be binding upon any corporation or
      other successor of Employer which shall acquire, directly or indirectly, by
      merger, consolidation, purchase, or otherwise, all or substantially all of
      the
      equity or assets of Employer and shall otherwise inure to the benefit of and
      be
      binding upon the Parties hereto and their respective heirs, executors,
      administrators, successors, and assigns. Nothing in the Agreement shall preclude
      Employer from selling, consolidating or merging into or with, or transferring
      all or substantially all of its equity or assets to another person or entity.
      In
      that event, however, such other person or entity shall assume this Agreement
      and
      all obligations of Employer hereunder. Upon such sale, consolidation, merger,
      or
      other transfer of equity or assets and assumption, the term “Employer,” as used
      herein, shall mean such other person or entity, and this Agreement shall
      continue in full force and effect.





Section
      7.4 - Captions .
      The
      captions of this Agreement are for convenience and reference only and in no
      way
      define, describe, extend or limit the scope or intent of this Agreement or
      the
      intent of any provision contained in this Agreement.





Section
      7.5 - Governing Law .
      This
      Agreement shall be governed by, construed and enforced in accordance with the
      laws of the Commonwealth of Pennsylvania. This Agreement shall
      also be interpreted as is minimally required to qualify any payment hereunder
      as
      not triggering any penalty on the Employee or Employer pursuant to Section
      409A
      of the Code. Employer
      recognizes and accepts that Northampton County, Pennsylvania and the United
      States District Court for the Eastern District of Pennsylvania shall have
      jurisdiction and venue for any disputes under this Agreement.






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Section
      7.6 - Counterparts .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original.





Section
      7.7 - Severability .
      If any
      provision of this Agreement or application thereof to anyone or under any
      circumstances is adjudicated to be invalid or unenforceable in any jurisdiction,
      such invalidity or unenforceability shall not affect any other provisions or
      applications of this Agreement that can be given effect without the invalid
      or
      unenforceable provisions or applications and shall not invalidate or render
      unenforceable such provision in any other jurisdiction or under any other
      circumstance.





Section
      7.8 - Waivers .
      If
      either Party should waive any breach of any provision of this Agreement, such
      Party shall not thereby be deemed to have waived any preceding or succeeding
      breach(es) of the same provision, or have thereby waived any other provisions
      hereof.





**IN
      WITNESS WHEREOF** ,
      intending to be legally bound hereby, the parties have hereunto set their hands
      and seals effective as provided herein.





**Keystone
                Nazareth Bank & Trust Company**Date:____________________
            By:______________________________________Name:Title:**G.
                Allen Weiss**Date:____________________
            _____________________________________










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