EXHIBIT 2.1


                                OPTION AGREEMENT


     THIS  OPTION  AGREEMENT  (this  "Agreement") is made as of this 13th day of
February,  2002  (the  "Effective  Date"),  by  and  between CONSUMERS FINANCIAL
CORPORATION, a Pennsylvania corporation with its principal offices at 1513 Cedar
Cliff  Drive,  Camp  Hill,  Pennsylvania  17011(the "Company"), and CFC PARTNERS
LTD.,  a  New  York corporation with its principal offices at 132 Spruce Street,
Cedarhurst,  New  York  11516  (the  "Optionee").

                                    RECITALS
                                    --------

     WHEREAS,  the  Company desires to grant to Optionee the right and option to
purchase  shares  of  the  Common Stock of the Company at the Exercise Price (as
hereinafter  defined)  for  such  Option  (as  hereinafter  defined);  and

     WHEREAS,  in  consideration  of  the  grant  of such Option at the Exercise
Price,  the  Company  desires  and  the  Optionee  agrees to be bound by certain
confidentiality  covenants  as  more  particularly  described  herein;  and

     WHEREAS,  Optionee  desires  to  accept  such grant of the Option and to be
bound  by  certain confidentiality covenants all as set forth in this Agreement.

     NOW  THEREFORE,  in  consideration  of  the  premises  and mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
legal  sufficiency of which is hereby acknowledged, the parties, intending to be
legally  bound,  hereby  agree  as  follows:

     1.      Grant  of  Option.  The Company hereby grants to Optionee the right
             -----------------
and  option  to  purchase  2,700,000  shares of the Common Stock of the Company,
stated  value $.01 (the "Common Stock"), for the Exercise Price as set forth and
defined  in  Section  4,  subject  to  the  terms  and conditions as hereinafter
provided  (the  "Option").

     2.     Exercise  of  Option  and  Provisions  for  Expiration.
            -------------------------------------------------------

          (a)     Exercise  Period.  Optionee  may  only  exercise  this  Option
                  ----------------
during  the  Exercise  Period  which  shall  commence  on the first business day
following  completion of the Company's tender offer (the "Tender Offer")  to its
preferred shareholders which will be defined as the close of business on the day
the  Company  mails  the  final checks to tendering shareholders (subject to any
minor outstanding matters with respect to payee or address) and shall end on the
fifteenth  business  day  following  completion  of  the Company's Tender Offer.

          (b)     Expiration  Date  and Time of Option. This Option shall expire
                  ------------------------------------
at  5:00  p.m.,  prevailing  time,  on  the  fifteenth  business  day  after the
completion  of  the  Tender Offer (the "Expiration Date"), but in no event shall


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the Optionee be entitled to exercise this Option later than 5:00 p.m. on May 31,
2002,  unless  the Tender Offer has commenced by May 31, 2002, in which case the
Option  shall  expire  on  the  Expiration  Date.

          (c)     Exercise  Procedure.  Subject  to  the conditions set forth in
                  -------------------
this  Agreement,  this  Option  shall be exercised by Optionee's delivery to the
treasurer  of  the Company (the "Treasurer") of (i) a written notice of exercise
(the  "Exercise  Notice");  and  (ii)  release  of the Purchase Price in full in
accordance with Section 4 hereof.  Such exercise shall be effective upon receipt
by  the  Treasurer of the Exercise Notice and release of the Purchase Price from
the  Escrow  Account  to  the  Company.

          (d)     Escrow  Account.  Optionee  shall  deposit  the  full Purchase
                  ---------------
Price  into  an  escrow account at Allfirst Bank, Lemoyne, Pennsylvania upon the
execution of this Agreement and pursuant to the Escrow Agreement attached hereto
as  Exhibit  A  and  incorporated  by  reference  herein.

          (e)     Forfeiture  Upon  Expiration  of Option.  (i)  If the Optionee
                  ---------------------------------------
does  not  exercise  this  Option  during the Exercise Period, then the Optionee
shall  forfeit  $25,000 to the Company from the funds held in the Escrow Account
in  accordance with Section 2(d) above.  The remaining balance of the funds held
in the Escrow Account, including any interest accrued thereon, shall be returned
to  the  Optionee  and  this  Agreement  shall  terminate  with the exception of
Sections  12(a)  and  12(b)  which  shall survive termination of this Agreement.

               (ii)     If  this Agreement terminates in accordance with Section
2(g)  below,  and  the  Company's  failure  to complete the Tender Offer was the
result of any actions or inactions by the Optionee (including failure to provide
information acceptable to any governmental agency, including the U.S. Securities
and Exchange Commission), then the Optionee shall forfeit $25,000 to the Company
from the funds held in the Escrow Account in accordance with Section 2(d) above.
The  remaining  balance  of  the funds held in the Escrow Account, including any
interest  accrued  thereon, shall be returned to the Optionee and this Agreement
shall  terminate  with  the  exception  of  Sections 12(a) and 12(b) which shall
survive  termination  of  this  Agreement.

               (iii)     If this Agreement terminates in accordance with Section
2(g) and if the Company's failure to complete the Tender Offer is not the result
of  any  actions  or  inactions  by  the  Optionee (including failure to provide
information acceptable to any governmental agency, including the U.S. Securities
and  Exchange  Commission), then the funds held in the Escrow Account, including
any  interest accrued thereon, shall be returned to the Optionee, this Agreement
shall  terminate,  with  the  exception  of Sections 12(a) and 12(b) which shall
survive  termination of this Agreement, and the Company shall have no obligation
to  pay  a  termination  fee  to  the  Optionee.

               (iv)     The  parties  agree  that  the  maximum payment due from
Optionee  pursuant  to  the forfeiture provisions of this Section 2(e) shall not
exceed  $25,000.

          (f)     Termination  of  the  Agreement  at  Sole  Discretion  of  the
                  --------------------------------------------------------------
Company.  (i)  The  Company  shall  not  solicit  additional  offers to purchase
interests  in  the  Company  but  may  consider  and/or  respond to a bona fide,
unsolicited  inquiry or offer and, if it deems the inquiry or offer to be in the


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best  interest of the shareholders, the Company may terminate this Agreement and
the  underlying Option at any time before the Optionee exercises the Option.  In
the  event  the  Company  terminates  this  Agreement  pursuant  to this Section
2(f)(i),  the Company shall pay a termination fee of $50,000 to the Optionee and
the balance of the Escrow Account, including any interest accrued thereon, shall
be  returned  to  the  Optionee  and  this  Agreement  shall  terminate with the
exception  of  Sections  12(a) and 12(b) which shall survive termination of this
Agreement.

               (ii)     The  Company  may  terminate  this  Agreement  and  the
underlying  Option,  if  the Board determines, in its sole discretion, that such
termination  is  in the best interests of the shareholders based on the criminal
background  checks  of  the principals of the Optionee.  These background checks
shall  be  completed  on  or before February 28, 2002.  In the event the Company
terminates  this  Agreement  and  the underlying Option pursuant to this Section
2(f)(ii),  the  Company shall have no obligation to pay a termination fee to the
Optionee.  The  Escrow Account, including any interest accrued thereon, shall be
returned  to  the Optionee and this Agreement shall terminate with the exception
of  Sections  12(a) and 12(b) which shall survive termination of this Agreement.

          (g)     Automatic  Termination  of  the Agreement.  If for any reason,
                  -----------------------------------------
the  Optionee  has  not  exercised  this  Option on or before May 31, 2002, this
Agreement  and  the  underlying Option shall terminate at 5:00 p.m. on that date
unless (i) the Tender Offer has commenced by that date, in which case the Option
shall  continue  until the Expiration Date or (ii) the parties mutually agree in
writing  to  extend  such  termination  date.

     3.     Delivery  of  Shares.
            --------------------

          (a)     General.  As  promptly as reasonably practicable after receipt
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of  the  Exercise  Notice and release of the full Purchase Price from the Escrow
Account in accordance with Section 2 above and the Escrow Agreement, the Company
shall  execute and deliver, or cause to be executed and delivered, to Optionee a
certificate  representing  2,700,000  shares  of  Common  Stock  (the  "Stock
Certificate").  The Stock Certificate shall be issued in the name of Optionee or
Optionee's  Permitted Designee.  "Permitted Designee" shall mean an affiliate of
Optionee or any other person consented to by the Company.  The Stock Certificate
shall  be  deemed to have been issued, and such Optionee shall be deemed for all
purposes  to  have  become a holder of record of such shares, as of the date the
full Purchase Price is released from the Escrow Account and paid to the Company.
The Company shall pay all expenses, taxes (if any) and any other charges payable
in  connection  with  the  preparation,  issuance  and  delivery  of  the  Stock
Certificate,  unless any such taxes or charges are imposed by law upon Optionee,
in  which  case  such  taxes  or  charges  shall  be  paid  by  Optionee.

          (b)     Shares  to  be  Fully  Paid  and Nonassessable.  All shares of
                  ----------------------------------------------
Common  Stock  issued  upon the exercise of this Option shall be validly issued,
fully  paid  and  nonassessable  and free from all taxes, liens and charges with
respect  to  the  issue  thereof  (other  than  transfer  taxes).

          (c)     Share  Legend.  The  Stock Certificate issued upon exercise of
                  -------------
this  Option shall have affixed thereto the following legend, in addition to any
other  legends  required  by  applicable  law:


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<PAGE>
     THE  SHARES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER  THE SECURITIES ACT OF 1933 (THE "ACT"), AS AMENDED, AND MAY NOT
     BE  SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
     AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SAID  ACT  COVERING THE
     TRANSFER  OR  AN  OPINION  OF  COUNSEL SATISFACTORY TO THE ISSUER THAT
     REGISTRATION  UNDER  SAID  ACT  IS  NOT  REQUIRED.

     Any  share  certificate  issued at any time in exchange or substitution for
the Stock Certificate bearing such legend shall also bear such legend unless, in
the  Opinion of Counsel, the shares represented thereby are no longer subject to
restrictions  on resale under the Act,  or any applicable state securities laws,
or  under  the  Option Agreement.  As used herein, an "Opinion of Counsel" shall
mean  an  opinion  of  counsel selected by Optionee, which opinion is reasonably
satisfactory  to  counsel  for  the  Company  as  to the identity of the opining
counsel  and  the  substance  of  the  opinion.

          (d)     Majority  Interest.  The  Stock  Certificate  shall, as of the
                  ------------------
date  of  delivery,  represent  a  majority  of the Company's outstanding Common
Stock.

     4.     Exercise  Price.  The  Company shall sell each share of Common Stock
            ---------------
upon  exercise  of  the  Option  at  an  exercise  price  of $.04 per share (the
"Exercise  Price")  or  $108,000.00  in  the  aggregate  (the "Purchase Price").

     5.     Reservation;  Authorization  and  Existing  Litigation.
            ------------------------------------------------------

          (a)     As  of,  from  and after the date hereof, the Company shall at
all  times reserve and keep available for issue upon the exercise of this Option
such  number  of  its  authorized but unissued shares of Common Stock as will be
sufficient  to  permit  the exercise in full of this Option.  If at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to  permit  the  exercise  in  full  of  this Option, the Company will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its  authorized  but unissued shares of Common Stock to such number of shares as
shall  be  sufficient  for  such  purpose, including, without limitation, taking
appropriate  board  action, recommending such an increase to the shareholders of
Common  Stock,  holding  shareholders  meetings, soliciting votes and proxies in
favor  of  such  increase  to obtain the requisite shareholder approval and upon
such  approval,  the  Company  shall  reserve and keep available such additional
shares  solely  for  the purpose of permitting the exercise of this Option.  All
shares  of Common Stock which shall be so issuable, when issued upon exercise of
this  Option  and  payment therefor in accordance with the terms of this Option,
shall  be  duly  and  validly  issued, fully paid and nonassessable and free and
clear of any liens, claims and restrictions (other than as provided herein).  No
shareholder  of the Company has or shall have any preemptive rights to subscribe
for  such  shares of Common Stock.  As of, from and after the date hereof, there
shall  be no outstanding options or warrants for Common Stock except pursuant to
this  Agreement.

          (b)     Except  as  set  forth  on  Exhibit B, there is no litigation,
arbitration  or  mediation  pending,  or  to the Company's knowledge threatened,
before  any  Court,  arbitrator,  mediator  or  administrative  body which could
adversely  affect  the  Company  or  its  assets.


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     6.     Nontransferability of Option.  This Option is personal and no rights
            ----------------------------
granted  hereunder  may be transferred, assigned, pledged or hypothecated in any
way  (whether  by  operation  of law or otherwise), nor shall any such rights be
subject  to  execution,  attachment  or  similar  process.  Upon  any attempt to
transfer,  assign, pledge, hypothecate or otherwise dispose of this Option or of
such  rights  contrary  to  the  provisions  hereof,  or  upon  the  levy of any
attachment  or  similar process upon this Option or such rights, this Option and
such  rights  shall,  at  the  election  of  the  Company, become null and void.

     7.     Appointment  to  the Board of Directors.  Upon issuance of the Stock
            ---------------------------------------
Certificate  to  Optionee,  the  Company  shall  identify  three people, who are
satisfactory  to  the  Optionee,  to recommend to the existing directors to fill
three  vacancies on the Board of Directors of the Company.  Upon election to the
Company's  Board  of  Directors of persons satisfactory to the Optionee, the two
current  directors  of  the  Company's  Board  of Directors have indicated their
intention  to  resign  immediately.

     8.     Current  Employees  of  Company.  Upon  issuance  of  the  Stock
            -------------------------------
Certificate  to  Optionee,  the Company's President and Chief Executive Officer,
Mr.  James  C. Robertson, shall resign effective immediately.  At this time, the
Optionee  shall  have  the right to request the resignation of the Company's two
remaining  employees.  If  the  Optionee does not request the resignation of the
two  remaining employees of the Company, such employees may nonetheless elect to
so resign.  Any position vacated as a result of a resignation under this Section
8  shall be filled by the Board of Directors.  As of the date of the delivery of
the  Stock Certificate, the Company shall not be bound by any pension obligation
or  labor  or employment contracts except for any remaining severance obligation
for  which  sufficient  assets  shall  have  been  reserved.

     9.     No  Rights as a Shareholder.  The Optionee shall have no rights as a
            ---------------------------
shareholder with respect to any shares of Common Stock which may be purchased by
exercise  of  this  Option (including, without limitation, any rights to receive
dividends  or  non-cash  distributions  with  respect to such shares) unless and
until  the  Stock  Certificate  representing  such  shares  is  duly  issued and
delivered  to  the  Optionee.

     10.     Investment  Representations.  The Optionee represents, warrants and
             ---------------------------
covenants  that:

          (a)     The  shares  purchased  upon  exercise of this Option shall be
acquired  for the Optionee's account for investment only and not with a view to,
or  for  sale in connection with, any distribution of the shares in violation of
the  Securities Act of 1933 (the "Act") or any rule or regulation under the Act.
No  other  person has any right with respect to or interest in the shares of the
Common  Stock  referenced  in  this  Option  nor has Optionee agreed to give any
person  any  such  interest  or  right  in  the  future.

          (b)     The  Optionee  is  familiar with the operations of the Company
and  has  had  such  an opportunity as it has deemed adequate to obtain from the
Company  such  information  as  is  necessary to permit Optionee to evaluate the
merits  and  risks  of  Optionee's receipt of this Option and has consulted with
Optionee's  own  advisors  with  respect  to Optionee's receipt of shares of the
Common  Stock  pursuant  to  this  Agreement.


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          (c)     The  Optionee has sufficient experience in business, financial
and  investment  matters to be able to evaluate the risks and merits involved in
the  receipt  of  this  Option.

          (d)     The  Optionee  has  had  such  opportunity  as  it  has deemed
adequate  to  obtain  from representatives of the Company such information as is
necessary  to  permit  the  Optionee  to  evaluate  the  merits and risks of its
investment  in  the  Company.  In making its decision, Optionee has relied on no
oral  or  written representations with respect to the Common Stock, the Company,
the  Company's  business or prospects, or other matters.  Optionee confirms that
neither  the  Company,  nor  any  of  its  affiliates  or  agents  has  made any
representations  or  warranties  concerning  Optionee's  receipt  of  the rights
granted herein, including, without limitation, any representations or warranties
concerning  the  return Optionee may receive on its investment in the Company or
tax  consequences  that  may  arise  in connection with the same.  In making its
decision  to  execute  this  option,  Optionee  has  relied  upon  independent
investigations  made  by  it and by its professional advisors, if any.  Optionee
and  its  advisors,  if any, have been furnished with any and all nonproprietary
materials  available  to  the Company reasonably requested by Optionee, and have
been  afforded  the  opportunity  to  ask  questions concerning the Company, the
Company's  proposed  business and any other matters relating to the formation of
the  Company, and the grant of this Option.  Optionee has also been afforded the
opportunity  to  obtain any additional nonproprietary information, to the extent
the  Company  possesses  that information or can acquire it without unreasonable
effort  or  expense,  and  has the right to furnish it to Optionee, necessary to
verify  the  accuracy  of  any  representations or information contained in this
Agreement.

          (e)  The  Optionee is able to bear the economic risk of holding shares
acquired  pursuant  to  the  exercise  of  this Option for an indefinite period.
Optionee  further understands that its receipt of the shares of the Common Stock
pursuant  to  this  Option  involves  substantial  risks  and represents that it
understands  these  risks.

          (f)     The  Optionee understands that (i) there is and will likely be
no  public  market  for  the  Common Stock acquired pursuant to exercise of this
Option;  (ii)  the  shares acquired pursuant to the exercise of this Option will
not be registered under the Act or any applicable state securities laws or "blue
sky"  laws;  (iii) such shares cannot be sold, transferred or otherwise disposed
of  unless  they  are subsequently registered under the Act or an exemption from
registration  is then available; and (iv) there is now no registration statement
on  file  with the Securities and Exchange Commission with respect to the shares
of  Common Stock to be purchased by Optionee upon exercise of the Option and the
Company  has  no obligation or current intention to register any shares acquired
pursuant  to  the  exercise  of  this  Option  under  the Act.  Optionee further
acknowledges  that  the  Stock Certificate representing the shares of the Common
Stock  acquired pursuant to this Option will bear restrictive legends reflecting
the foregoing.  Optionee understands that it must bear the economic risk of this
Option indefinitely unless the shares of the Common Stock acquired hereunder are


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<PAGE>
registered  pursuant  to the Act or an exemption from registration is available,
and  unless  the  disposition of such shares is qualified under applicable state
securities  laws or an exemption from such qualification is available.  Optionee
acknowledges  that  the  Company  has  no  obligation  or  present  intention of
registering  the  shares  of  Common  Stock to be purchased upon exercise of the
Option.  Optionee  further  understands  that  there  is  no  assurance that any
exemption  from the Act will be available, or, if available, that such exemption
will  allow  the  Optionee  to  transfer  any  or  all  of  such shares acquired
hereunder,  in  the  amounts or at the times the Optionee may propose.  Optionee
understands that an exemption from registration under Rule 144 of the Securities
Exchange  Act  of  1934, as amended (the "Exchange Act"), or otherwise under the
Act  may  not  be  available for at least one (1) year and even then will not be
available  unless  a  public  market  then exists for the Common Stock, adequate
information  concerning  the  Company  is then available to the public and other
terms  and  conditions  of  Rule  144  are  complied  with.

          (g)     Optionee  has  the  full  power and legal right to execute and
deliver  this  Agreement  and  to  perform  its  obligations  hereunder.

     11.     Additional  Representations  of  the  Optionee.  The  Optionee:
             ----------------------------------------------

          (a)     acknowledges  that  the Tender Offer may deplete substantially
all  of  the  Company's  assets;

          (b)     acknowledges that the shares of Common Stock it purchases upon
exercise  of  the Option may be subject to certain antitakeover provisions under
the Pennsylvania Business Corporation Law of 1988, as amended, and the Company's
Articles  of  Incorporation  and  Bylaws,  including,  but  not  limited  to (i)
disgorgement  of  profits  realized  from the sale of the shares of Common Stock
within  18  months  after  the purchase of the Common Stock upon exercise of the
Option;  (ii)  loss of voting power of the shares of Common Stock purchased upon
exercise  of the Option until such time as the disinterested shareholders of the
Company vote to restore such voting rights; (iii) required severance payments to
certain  employees  whose  employment  is terminated within 90 days before or 24
months  after  disinterested  shareholders of the Company vote to restore voting
rights  on the shares of Common Stock purchased upon exercise of the Option; and
(iv)  a  prohibition  against  terminating or impairing a covered labor contract
within  five  years  after  disinterested  shareholders  of  the Company vote to
restore  voting  rights on the shares of Common Stock purchased upon exercise of
the  Option,  provided,  however, that the Company has represented, in Section 8
hereof  that,  as  of  the  date  of  the delivery of the Stock Certificate, the
Company  will  not  be  bound  by  any  such  labor  contracts;

          (c)     acknowledges  that  the Company's sole obligation with respect
to  the  antitakeover  provisions that may be applicable to the shares of Common
Stock  purchased by Optionee upon exercise of the Option is to submit the matter
to its shareholders to obtain the requisite approval for restoring voting rights
to  the  shares  of Common Stock purchased by Optionee upon such exercise of the
Option  either:  (i)  at the Company's own expense at the next annual or special
meeting  called  for  another purpose and for which notice has not yet been sent
pursuant  to  15  Pa.C.S.A  Sec.2565(b);  or (ii) upon the request of and at the
expense  of  the  Optionee  pursuant  to15  Pa.C.S.A.  Sec.2565(a), at a special
meeting  called  as  soon as practical after receipt of such request.  In either
event, the matter shall be submitted to shareholders after the new directors are
appointed  to  the  Board  of Directors and the current directors of the Company
resign  from the Board of Directors in accordance with Section 7 and the current


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President  and Chief Executive Officer of the Company resigns in accordance with
Section  8;

          (d)     represents  that  neither  it  nor  any  of  its principals or
affiliates  has ever been the subject of a bankruptcy, receivership, insolvency,
reorganization,  liquidation,  conservatorship  or  similar  proceeding;

          (e)     represents  that it is duly organized, validly existing and in
good  standing  under the laws of the State of its incorporation or organization
and  has  the  power  and authority to own and operate its assets and to conduct
business  as  now  or proposed to be carried on, and is duly qualified, licensed
and  in good standing to do business in all jurisdictions where its ownership of
property or the nature of its business requires such qualification or licensing;
it  is  authorized  to execute this Agreement, all necessary action to authorize
the  execution  and  delivery of this Agreement has been properly taken, and the
Optionee  is  and  will  continue  to  be authorized to exercise the Option; the
Optionee  has  full  power and authority to enter into the transactions provided
for  in  this  Agreement  and  has  been duly authorized to do so by appropriate
action  of  its  Board  of  Directors  or  otherwise  as may be required by law,
charter,  other organizational documents or agreements; and this Agreement, when
executed  and  delivered  by  the Optionee, will constitute the legal, valid and
binding  obligation  of  Optionee  enforceable  in  accordance  with  its terms;

          (f)     covenants  that  prior to delivery of the Stock Certificate it
shall  not  make or permit any material change in the nature of its business, in
its  equity  ownership, on its board of directors or in its management as of the
date  hereof;  and

          (g)     acknowledges  that  the  Company intends, prior to delivery of
the  Stock  Certificate,  to  place  into trust for the benefit of the preferred
shareholders  of  the Company, an amount equal to the price per share offered in
the  Tender  Offer  multiplied by the number of preferred shares not tendered in
the  Tender  Offer.  This  amount  may  only  be released by the trustee for the
purpose  of  distribution,  including  dividends, to the preferred shareholders.

     12.     Confidentiality  Covenants.
             --------------------------

          (a)     Acknowledgments.  Optionee  acknowledges  that:
                  ---------------

               (i)  as  a  result  of  entering into this Agreement and upon the
     purchase  of  the  shares acquired pursuant to the exercise of this Option,
     Optionee  will have access to and knowledge of confidential and proprietary
     information  of  the  Company  which  is of vital importance to the Company
     (collectively,  "Confidential  and/or  Proprietary  Information");

               (ii) the Optionee's compliance with the covenants in this Section
     12  is necessary to protect the goodwill and other proprietary interests of
     the  Company;

               (iii)  the  direct  or  indirect  disclosure  of any Confidential
     and/or  Proprietary  Information  would  place  the  Company  at  a serious
     competitive  disadvantage  and  would  do  serious  damage,  financial  and
     otherwise,  to  the  Company's  business;


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<PAGE>
               (iv)  Optionee's  position  with  the  Company  as  a  majority
     shareholder  and  association  with  the  directors  to be appointed to the
     Company's  Board  of  Directors by Optionee will be special and unique; and

               (v)  if  Optionee  becomes engaged, directly or indirectly, for a
     competitive  business,  in  any  capacity,  it  would  cause  the  Company
     irreparable  harm.


          (b)     Covenant  Against  Disclosure.  Optionee, therefore, covenants
                  -----------------------------
and  agrees that all Confidential and/or Proprietary Information relating to the
business  of  the  Company,  any  subsidiary, affiliate or customer shall be and
remain  the  sole  property  and  confidential  and/or  proprietary  business
information  of  the  Company, free of any rights of Optionee.  Optionee further
agrees  not  to  make any use of the Confidential and/or Proprietary Information
except  in  the  performance  of  Optionee's  duties hereunder and not to use or
disclose  the information to third parties, without the prior written consent of
the  Company  or  as otherwise required by law, whether or not such Confidential
and/or  Proprietary  Information  was  discovered or developed by Optionee.  The
obligations  of  Optionee under this section, "Confidentiality Covenants," shall
survive  any  termination  of  this  Agreement.  Optionee  agrees that, upon any
termination  of  Optionee's  association  with  the  Company  as  a  majority
shareholder,  all  Confidential  and/or Proprietary Information in Optionee's or
its  representatives'  possession, directly or indirectly, in any form or format
whatsoever (together with all duplicates thereof), will forthwith be returned to
the  Company  and  will  not  be  retained by Optionee or furnished to any third
party,  either  by  sample, facsimile, film, audio or video cassette, electronic
data,  verbal  communication  or  any  other  means  of  communication.

          (c)     Termination.  This  Section  12  shall  terminate  upon  the
                  -----------
delivery  of  the  Stock  Certificate  to  Optionee.

     13.     Fundamental Changes.    Prior to Optionee's exercise of the Option,
             -------------------
the Company shall not: (i) merge or consolidate with or into any person, firm or
corporation;  (ii)  recapitalize;  (iii) incur new indebtedness in excess of the
assets  of  the  Company;  (iv) distribute or declare dividends in excess of the
assets  in  the  Company; (v) make material capital expenditures; or (vi) pay or
declare  bonuses  to  employees,  officers  or  directors.  Notwithstanding  the
foregoing,  the Optionee acknowledges that it is the intention of the Company to
engage  in  a  tender  offer  with preferred shareholders to allow the preferred
shareholders  to  sell  their  preferred  stock  to  the  Company.

     14.     Reporting  Obligations.  The  Company  has  filed  all  returns and
             ----------------------
reports  that  are  required  to  be filed by it in connection with any federal,
state  or  local tax, duty or charge and all of such taxes have either been paid
or  adequate reserve or other provision has been made therefor.  The Company has
filed  all  reports that are required to by filed by it with the U.S. Securities
and  Exchange  Commission.


                                        9
<PAGE>
     15.     Miscellaneous.
             -------------

          (a)     No  Impairment.  Company shall not by any action avoid or seek
                  --------------
to  avoid  the observance or performance of any of the terms of this Option, but
will at all times in good faith assist in the carrying out of all such terms and
in  the taking of all such actions as may be necessary or appropriate to protect
the  rights  of Optionee against impairment.  Without limiting the generality of
the  foregoing,  Company  will  (i)  take all such action as may be necessary or
appropriate  in  order that Company may validly and legally issue fully paid and
nonassessable  shares  of the Common Stock upon the exercise of this Option, and
(ii)  use  its  best  efforts  to  obtain all such authorizations, exemptions or
consents  from  any public regulatory body having jurisdiction thereof as may be
necessary  to  enable  Company  to  perform  its  obligations under this Option.

          (b)     Amendment and Waiver.  Except as otherwise provided herein, no
                  --------------------
modification,  amendment  or  waiver  of  any  provision of this Option shall be
effective  against  the  Company  or  the  Optionee  unless  such  modification,
amendment or waiver is approved in writing by the Company and the Optionee.  The
failure of any party to enforce any of the provisions of this Option shall in no
way  be  construed as a waiver of such provisions and shall not affect the right
of  such  party thereafter to enforce each and every provision of this Option in
accordance  with  its  terms.

          (c)     Severability.  Whenever  possible,  each  provision  of  this
                  ------------
Option  shall  be  interpreted in such manner as to be effective and valid under
applicable  law,  but  if  any  provision  of this Option is held to be invalid,
illegal  or unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such  invalidity, illegality or unenforceability shall not affect
any  other  provision  or  any  other  jurisdiction,  but  this  Option shall be
reformed,  construed  and  enforced  in  such  jurisdiction  as if such invalid,
illegal  or  unenforceable  provision  had  never  been  contained  herein.

          (d)     Entire  Agreement.  Except  as  otherwise  expressly set forth
                  -----------------
herein,  this document embodies the complete agreement and understanding between
the  parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any  way.

          (e)     Successors  and Assigns.  Except as otherwise provided herein,
                  -----------------------
this  Option  shall  bind  and inure to the benefit of and be enforceable by the
Company  and  the  Optionee  and the respective heirs, successors and assigns of
each  of  them.

          (f)     Limitation  of Liability.  No provision hereof, in the absence
                  ------------------------
of  affirmative  action  by the Optionee to purchase shares of the Common Stock,
and  no  enumeration  herein of the rights or privileges of the Optionee hereof,
shall  give  rise to any liability of the Optionee for the Purchase Price of the
Common  Stock or as a shareholder of Company, whether such liability is asserted
by  Company  or  by  creditors  of  Company.  Notwithstanding this limitation of
Optionee's  liability,  Optionee  shall  be  held  liable  for the $25,000 to be
forfeited  to the Company upon failure to exercise the Option in accordance with
Section  2(e)(i)  hereof,  or  for the $25,000 to be forfeited if this Agreement
terminates  in  accordance  with  Section  2(e)(ii) hereof, but in any event the


                                       10
<PAGE>
maximum payment due from Optionee as a result of a forfeiture under Section 2(e)
shall  be  limited  to  $25,000.

          (g)     Notices.  All  notices,  demands or other communications to be
                  -------
given  or delivered under or by reason of the provisions of this Option shall be
in  writing  and shall be deemed to have been given when delivered personally to
the  recipient,  sent to the recipient by facsimile or reputable express courier
service  (charges prepaid) or mailed to the recipient by certified or registered
mail,  return  receipt requested and postage prepaid.  Such notices, demands and
other  communications  shall  be  sent  to  the  Company and the Optionee at the
address  indicated  below:

                 If  to  the  Company:
                 --------------------

                 Consumers  Financial  Corporation
                 1513  Cedar  Cliff  Drive
                 Camp  Hill,  Pennsylvania  17011
                 Attn: R. Fredric Zullinger, Senior Vice President and Treasurer


                 with  a  copy  to:
                 ------------------

                 Shaun  R.  Eisenhauer,  Esq.
                 Duane,  Morris  LLP
                 305  North  Front  Street,  5th  Floor
                 P.O.  Box  1003
                 Harrisburg,  PA  17108-1003

                 If  to  Optionee:
                 ----------------

                 CFC  Partners  Ltd.
                 132  Spruce  Street
                 Cedarhurst,  NY  11516
                 Attn:  Jack  Ehrenhaus

                 with  a  copy  to:
                 -----------------

                 Shalom  S.  Maidenbaum,  Esq.
                 Rosenfeld  &  Maidenbaum
                 132  Spruce  Street
                 Cedarhurst,  NY  11516

or  to  such  other  address  or  to  the  attention of such other person as the
recipient  party  has  specified  by  prior written notice to the sending party.

          (h)     Governing  Law.  This Option is made pursuant to, and shall be
                  --------------
construed and enforced in accordance with, the internal laws of the Commonwealth
of  Pennsylvania, without giving effect to applicable principles of conflicts of
laws.


                                       11
<PAGE>
          (i)     Descriptive Headings.  The descriptive headings of this Option
                  --------------------
are  inserted  for convenience only and do not constitute a part of this Option.


     IN  WITNESS  WHEREOF,  the  parties  hereto  have executed, or caused to be
executed,  this  Option  Agreement  as  of the day and year first above written.


                                        CONSUMERS FINANCIAL CORPORATION


                                        By:   /s/  R.  Fredric Zullinger
                                            ------------------------------

                                        Its:  Senior  VP  &  CFO
                                            ------------------------------


                                        CFC  PARTNERS  LTD.


                                        By:   /s/  Shalom  S. Maidenbaum
                                            ------------------------------

                                        Its:  President
                                            ------------------------------


                                       12
<PAGE>