Exhibit 10.5


                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS  AGREEMENT  is entered  into this 17th day of June 2008,  but shall be
effective  as of  January  1, 2008  (hereinafter  the  "Effective  Date") by and
between  American  Bank of New Jersey,  Bloomfield,  New Jersey (the "Bank") and
Fred G. Kowal (hereinafter the "Executive").

                                   WITNESSETH

     WHEREAS,  the  Executive  has  accepted  employment  with  the  Bank as the
President and Chief  Operating  Officer and is  experienced in all phases of the
business of the Bank; and

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

     WHEREAS,  this  Agreement  is intended to replace the  previous  employment
agreement between the Executive and the Bank and to comply with the requirements
of Section 409A of the Internal  Revenue Code of 1986,  as amended (the "Code"),
and to reflect such additional changes as the Bank deems appropriate;

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

     1._______Employment.  The Bank hereby employs the Executive in the capacity
of President and Chief  Operating  Officer.  The Executive  hereby  accepts said
employment and agrees to render such  administrative and management  services to


(the  Company") as are currently  rendered and as are  customarily  performed
(the  Company") 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 Bank and the Company.  The Executive's other duties shall be
such  as the  Chief  Executive  Officer  ("CEO")  of the  Bank or the  Board  of
Directors  for the Bank (the "Board of  Directors"  or "Board") may from time to
time reasonably direct, including normal duties as an officer of the 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 (hereinafter the "Term").  Additionally, on or
before  each  annual  anniversary  date  from the  Effective  Date,  the Term of
employment  under this Agreement shall be extended for an additional year 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

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requirements  and standards of the Board,  so that the contract,  when extended,
will be for a new thirty-six (36) month term.  References  herein to the Term of
this Agreement shall refer both to the initial term and successive terms.

     3. Compensation, Benefits and Expenses.

     (a) Base Salary. The Bank shall compensate and pay the Executive during the
Term of this  Agreement a minimum  base salary at the rate of $258,750 per annum
(hereinafter  the  "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 Bank in
discretionary  bonuses  that may be  authorized  and  declared  by the  Board of
Directors  to its  senior  management  executives  from  time to  time,  and any
management incentive plan that may be authorized. 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. Any
discretionary  bonus  shall be paid no later than 2 1/2 months  after the end of
the year in which the Executive obtains a legally binding right to the bonus. If
the  discretionary  bonus cannot be paid by that date,  then it shall be paid on
the next following  April 15, or such other date during the year as permitted by
Section 409A of the Code and the regulations thereunder (Section 409A).

     (c)  Participation in Benefit and Retirement  Plans. The Executive shall be
entitled to  participate  in and  receive  the  benefits of any plan of the 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  Bank,   to  the   extent   commensurate   with  his  then   duties  and
responsibilities, as fixed by the Board of Directors of the 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 Bank which may be or may become  applicable  to senior  management
relating  to life  insurance,  short-term  and  long-term  disability,  medical,
dental,  vision-care,  prescription drugs or medical reimbursement plans. During
the term of the Executive's  employment with the Bank, the Executive's dependent
family may participate in such programs,  with the cost of premiums paid in part
by the Bank and by the Executive in accordance with policies  established by the
Board of  Directors.

     (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 four (4)
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 Bank.

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     (f) Expenses.  The 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 Bank, including, but not by way of
limitation,  use of a Bank leased automobile and related traveling expenses, and
all reasonable entertainment expenses,  subject to such reasonable documentation
and other  limitations  as may be  established  by the Board of Directors of the
Bank. If such expenses are paid, in the first  instance,  by the Executive,  the
Bank shall reimburse the Executive therefor.

     (g) Changes in Benefits. The 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 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 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;  Non-competition.

     (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
Bank or the Company.

     (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 Bank or the  Company  , or,  solely as a
passive or minority investor, in any business.

     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 for at least one calendar month after the date of the  Executive's
death.

     (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 this  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  and acting in good  faith,
terminate  the  Executive  for  Just  Cause  and  shall  notify  such  Executive

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accordingly.  Termination for Just Cause shall be defined as 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 this 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 Bank shall be obligated to continue to pay the
Executive  the salary  provided  pursuant to Section  3(a)  herein,  through the
remaining term of this Agreement,  but in no event for a period of less than one
year,  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 benefit levels  substantially equal to those being provided
Executive at the date of  termination  of  employment.  No payment shall be made
under  this  Section  6(c)  unless the  Executive's  termination  of  employment
qualifies  as a  Separation  from  Service (as that phrase is defined in Section
409A taking into account all rules and presumptions  provided for in the Section
409A  regulations).  If the  Executive  is a Specified  Employee  (as defined in
Section 409A) at the time of his  Separation  from Service,  then payments under
this Section 6(c) which  constitute  deferred  compensation  under  Section 409A
shall not be paid until the 185th day following the Executive's  Separation from
Service,  or his earlier death (the Delayed  Distribution  Date).  To the extent
permitted by Section  409A,  amounts  payable  under this Section 6(c) which are
considered deferred compensation shall be treated as payable after amounts which
are not considered deferred compensation.

     (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 Bank's  affairs by a notice  served  under
Section  8(e)(3)  or (g)(1) of the  Federal  Deposit  Insurance  Act (12  U.S.C.
1818(e)(3)  and (g)(1)),  the 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 Bank may in its discretion (i)
pay the Executive all or part of the  compensation  withheld  while its contract
obligations  were  suspended and (ii) reinstate (in whole or in part) any of its
obligations  which  were  suspended.

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

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     (c) If the Bank is in default  (as  defined  in Section  3(x)(1) of Federal
Deposit  Insurance Act), 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 Bank:  (i) by the  Director of the Office of Thrift
Supervision  (hereinafter the "Director of OTS"), or his or her designee, at the
time that the Federal Deposit  Insurance  Corporation  (hereinafter  the "FDIC")
enters into an agreement to provide assistance to or on behalf of the Bank under
the authority  contained in Section 13(c) of Federal  Deposit  Insurance Act; 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 Bank or when the 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 1828(k) and FDIC Regulation 12 CFR Part
359, Golden  Parachute  Indemnification  Payments  promulgated  thereunder.  (f)
Payments  under the Agreement  that are suspended  under this Section 7, but are
later determined by the applicable regulatory authority to be payable,  shall be
paid on the earliest date practicable thereafter.

     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   ("Disability"),   as
determined by a doctor engaged by the Board of Directors,  the Bank will pay the
Executive,  as disability  pay, a weekly  payment  equal to one hundred  percent
(100%) of the  Executive's  weekly rate of Base Salary for a period of up to one
year and a weekly payment equal to sixty-five  percent of the Executive's weekly
rate of Base Salary for the remaining Term of such Agreement.  These  Disability
payments  shall  commence on the  effective  date of the  determination  of such
Disability  and will end on the  earlier  of (i) the date  Executive  returns to
full-time  employment  with the Bank in an executive  capacity;  (ii)  Executive
commences full-time  employment with another employer;  (iii) Executive's death;
or (iv) the expiration of the Term of this Agreement. Such benefits noted herein
shall be reduced by any benefits otherwise provided to the Executive during such
period under the provisions of any disability  insurance coverage of the Bank in
effect for the Executive.  Thereafter,  if such Disability continues,  Executive
shall be eligible to receive  benefits  provided by the Bank, if any,  under the
provisions of disability  insurance coverage in effect for 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.

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     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 Bank,  or within 24 months
thereafter of such Change in Control,  absent Just Cause, the 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  Code and  regulations  promulgated
thereunder.  Said sum shall be paid in one (1) lump sum not later  than the date
of such termination of service,  and such payments shall be in lieu of any other
future payments that the Executive would be otherwise  entitled to receive under
Section 6 of this  Agreement.  Notwithstanding  the foregoing,  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 Bank or the Company,  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.  Further,  the Executive and
his dependents  shall be eligible to continue  participation  in the medical and
dental  reimbursement  programs available to continuing employees of the Bank or
its  successor  entity  with  the cost of such  participation  to be paid by the
Executive.  Any successor or assignee of the Bank  following a Change in Control
of the Bank or the  Company  shall be  required  to  maintain  in place any life
insurance  on the  life  of the  Executive  that  was  acquired  by the  Bank in
connection  with the Executive  Life Insurance  Agreement or Endorsement  Method
Split Dollar  Agreement then in effect between  Executive and the Bank. The term
"Change in Control"  shall refer to (i) the sale of all, or a material  portion,
of the assets of the Bank or the Company; (ii) the merger or recapitalization of
the Bank or the Company  whereby  the Bank or the  Company is not the  surviving
entity;  (iii) a change in  control  of the Bank or the  Company,  as  otherwise
defined or determined by the Office of Thrift Supervision ("OTS") 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 Bank or the Company by any person,  trust,  entity or
group. This limitation shall not apply to the purchase of shares of up to 25% of
any class of securities of the Bank or the Company by a  tax-qualified  employee
stock  benefit  plan which is exempt from the  approval  requirements  set forth
under 12 C.F.R.  ss.574.3(c)(1)(vii)  as now in effect  or as may  hereafter  be
amended.   The  term  "person"   refers  to  an  individual  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 Bank or the  Company,  or within
twenty-four  (24) months  following such Change in Control,  and Executive shall
thereupon  be entitled to receive the payment  described in Section 9(a) of this
Agreement,  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

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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 Bank, Executive would be required to report
to a person or persons other than the CEO or the Board of Directors of the Bank;
(iii) if the Bank should  fail to  maintain  Executive's  base  compensation  in
effect as of the date of the Change in Control and the existing employee benefit
plans, including material fringe benefit, stock option, retirement and insurance
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  or authority have been materially
diminished or reduced;  or (vi) if Executive would not be reelected to the Board
of Directors of the Bank and the Company.  The  provisions  of this Section 9(b)
shall  survive the  expiration  of this  Agreement  occurring  after a Change in
Control.

     (c)  Notwithstanding  anything in this  Section 9 to the  contrary:  (1) no
payment  shall  be  permitted  under  this  Section  9  unless  the  Executive's
termination of employment  qualifies as a Separation from Service; and (2) if at
the  time  of the  Executive's  Separation  from  Service,  the  Executive  is a
Specified  Employee  as defined in Section  409A,  then the  payment  due to the
Executive under this Section 9 shall be paid to him (or his  beneficiary) on the
Delayed  Distribution  Date.  Defined  terms in this Section 9(c) shall have the
same meaning as in Section 6(c) hereof.

     10. Source of Payments.  All payments  provided in this Agreement  shall be
timely  paid in cash or check  from the  general  funds  of the  Bank.  The Bank
unconditionally guarantees payment and provision of all amounts and benefits due
hereunder to Executive.

     11. Withholding.  All payments required to be made by the 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  Bank  may  reasonably
determine should be withheld  pursuant to any applicable law or regulation.

     12. Payment of Costs and Legal Fees.  All  reasonable  costs and legal fees
paid  or  incurred  by  Executive   pursuant  to  any  dispute  or  question  of
interpretation  relating to this  Agreement  shall be paid or  reimbursed by the
Bank if Executive is successful  pursuant to a legal  judgment,  arbitration  or
settlement.

     13.  Successors and Assigns.

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

     (b) The Bank shall  require any  successor or assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially   all  the  business  or  assets  of  the  Bank,   expressly   and
unconditionally to assume and agree to perform the Bank's obligations under this

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Agreement,  in the same  manner  and to the same  extent  that the Bank would be
required to perform if no such  succession  or assignment  had taken place.

     (c) Since the 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
Bank.

     14. Indemnification. The Bank shall provide Executive (including his heirs,
executors and  administrators)  with coverage  under a standard  directors'  and
officers'  liability  insurance  policy  at its  expense,  and  shall  indemnify
Executive  (and his heirs,  executors  and  administrators)  as permitted  under
federal law against all expenses and liabilities  reasonably  incurred by him in
connection with or arising out of any action, suit or proceeding in which he may
be  involved  by reason of his  having  been a  director  or officer of the Bank
(whether  or not he  continues  to be a  director  or  officer  at the  time  of
incurring  such  expenses or  liabilities),  such  expenses and  liabilities  to
include, but not be limited to, judgments,  court costs, and attorneys' fees and
the cost of reasonable settlements.

     15.  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 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.

     16.   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 New
Jersey.

     17. Nature of Obligations. Nothing contained herein shall create or require
the 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 Bank hereunder,  such right shall be no greater than the right
of any unsecured general creditor of the Bank.

     18.  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.

     19.  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.

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     20.  Arbitration.  Any  controversy  or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  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 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 Bank may include a provision  for the  reimbursement  by the
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 Bank 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 Bank 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 20 shall survive
the expiration of this Agreement.

     21. Confidential  Information.  The Executive  acknowledges that during his
employment he will learn and have access to confidential  information  regarding
the Bank and the Company and their  customers and  businesses  (hereinafter  the
"Confidential Information").  The Executive agrees and covenants not to disclose
or use for his own benefit,  or the benefit of any other  person or entity,  any
such Confidential Information,  unless or until the Bank or the Company 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  Bank,  the  Company,  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 Bank
and the Company.  The  Executive  shall not  otherwise  knowingly act or conduct
himself  (a) to the  material  detriment  of the  Bank  or the  Company,  or any
subsidiaries or affiliates,  or (b) in a manner which is inimical or contrary to
the interests of the Bank or the Company. 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 Bank,  disciplinary  action against the Executive taken by the
Bank,  including  but  not  limited  to the  termination  of  employment  of the
Executive  for breach of the  Agreement  and the  provisions of this Section and
other remedies that may be available in law or in equity.

                                       9
<PAGE>


     22. 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.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
first hereinabove written.


                                                  American Bank of New Jersey



ATTEST:                                      By:  /s/ W. George Parker
                                                  --------------------
/s/ Kathleen Walsh                                Chairman
---------------------------


ATTEST:
/s/ Kathleen Walsh                                /s/ Fred G. Kowal
                                                  -------------------------
                                                  Fred G. Kowal, Executive