Exhibit 10(g)


                          BROKERAGE SERVICES AGREEMENT
                             (Dual Employee Program)

THIS AGREEMENT, dated as of JULY 17, 2002, is by and between UVEST FINANCIAL
SERVICES GROUP, INC., a North Carolina corporation doing business as UVEST
("UVEST"), and UNITED BANK OF PHILADELPHIA located in PHILADELPHIA, PA
("Subscriber").

THE PARTIES AGREE AS FOLLOWS:

     1.  Effective  Date.  This Agreement  shall bind UVEST and Subscriber  when
executed  by an  authorized  representative  of  each  party.  The  date of this
Agreement is referred to as the "Effective Date."

     2. UVEST Centers.  UVEST is a broker-dealer  registered with the Securities
and Exchange Commission,  (the "SEC") is a member of the National Association of
Securities   Dealers,   Inc.,  (the  "NASD")  and  provides  certain  securities
brokerage,  investment  advisory services and insurance services under its UVEST
trademark to the general  public,  including  depositors and other  customers of
participating  financial  institutions,  through the  operation of UVEST service
centers  ("UVEST  Centers")  located  within the branches of such  participating
financial institutions.

     3.  Determination  of  UVEST  Center  Locations.  As  soon  as  practicable
following  the  Effective  Date,  and from time to time  during the term of this
Agreement,  UVEST and Subscriber shall consult with each other and shall use all
reasonable  efforts  to  determine  the  number  and  identity  of  Subscriber's
locations or locations of its affiliate  depository  institutions at which UVEST
shall open and operate UVEST Centers.  All references to "Subscriber  locations"
shall be deemed  to  include  the  location  of  Subscriber  and such  affiliate
depository  institutions as applicable.  UVEST shall use all reasonable  efforts
expeditiously to open and operate such number of UVEST Centers at such locations
as may from time to time be designated by Subscriber  and approved by UVEST.  At
Subscriber's  request and with UVEST's approval,  UVEST shall transfer any UVEST
Center  then being  operated  at any of  Subscriber's  locations  which is being
closed or relocated to a different, location.

     4. Subscriber's Obligations. Subscriber shall use all reasonable efforts to
provide the  facilities  and personnel and to cooperate with UVEST and to do all
other acts and things  required  by this  Agreement  to be  provided  or done by
Subscriber,  to permit UVEST to open and operate the UVEST Centers in accordance
with the terms of this  Agreement.  Subscriber  further agrees that it shall not
permit any other broker-dealer to offer brokerage  Securities services at any of
Subscriber's locations during the term of this Agreement.

     5. UVEST Program.  The "UVEST Program"  consists of the following  services
which UVEST shall provide:

          (a) Brokerage  Services.  Registered  representatives  of UVEST at the
     UVEST Centers operated at Subscriber's  locations and at the national UVEST
     offices  will,  subject to all  applicable  laws,  rules,  regulations  and
     procedures,  including  those of the SEC and the NASD,  and  subject to the
     terms and conditions hereof,  execute purchases and sales of Securities and
     Insurance  (as  hereinafter   defined)  for  UVEST   customers,   including
     depositors  and other  customers of Subscriber and the general  public.  As
     used herein, the term "Security" or "Securities" shall have the meaning set
     forth in the  Securities  Exchange  Act of 1934,  as amended and shall also
     include all other financial  instruments or products  included in the UVEST
     Program from time to time,  including without  limitation,  debt and equity
     instruments, mutual


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funds and other financial instruments and products approved by appropriate
regulatory authorities from time to time for sale (directly or indirectly) by
financial institutions. As used herein, the term "Insurance" shall include
products in the UVEST Program from time to time, including fixed and variable
annuities, term, variable life, universal life, long-term care, disability,
whole life and other insurance products approved by appropriate regulatory
authorities from time to time for sale (directly or indirectly) by financial
institutions. WEST may retain one or more clearing brokers to perform order
execution, billing, collection, account surveillance and other services for
UVEST, which are customarily performed by clearing brokers.

     UVEST shall give notice to Subscriber of any change in the clearing brokers
it uses to perform such  services and will endeavor to give such notice prior to
such  change.  In order to execute such  purchase  and sale  orders,  WEST shall
establish and maintain cash and/or margin accounts for customers,  such accounts
to be maintained as accounts of UVEST or its clearing broker. UVEST reserves the
right, in its sole  discretion,  to refuse to open any account or to execute any
order by any customer for the purchase or sale of a Security,  which right shall
not be unreasonably exercised.  Subscriber agrees that such right shall not have
been unreasonably exercised if UVEST believes in good faith that such an account
or such  Security  or  transaction  is not  appropriate  or  suitable  for  such
customer.

          (b) Investment Advisory Services.  Registered representatives of UVEST
     at the UVEST Centers operated at Subscriber's locations and at the national
     UVEST  offices,  subject  to  compliance  with and  registration  under all
     applicable  laws,  rules  and  regulations  and  subject  to the  terms and
     conditions hereof,  will provide  investment advice and  recommendations to
     UVEST  customers  (in  accordance  with each UVEST  customer's  suitability
     profile  and  investment  goals)  based  upon  research  conducted  by, and
     recommendations  obtained from,  investment  advisory  services and UVEST's
     internal  research  group.  UVEST shall  determine the number of registered
     representatives,  which  shall  staff each WEST  Center,  located at one of
     Subscriber's  locations,  which  number  shall be  subject to  approval  by
     Subscriber.   Such  determination   shall  in  all  events  be  subject  to
     Subscriber's  approval  of the  registered  representatives  as provided in
     Section 8(b) hereof.

          (c) Marketing,  Education, Research and Technical Services. UVEST will
     provide  Subscriber  with  marketing,  education,  research  and  technical
     services, which will include:

               1. advice and assistance  regarding the selection of Subscriber's
          locations at which UVEST shall open and operate UVEST Centers;

               2. advice and  assistance  regarding  the placement and set-up of
          the UVEST Center at Subscriber's locations;

               3.   advice  and   assistance   regarding   the   identification,
          recruiting,   obtaining   licenses,   and  registration  of  qualified
          personnel  who will  act as Dual  Employees  (as  defined  below)  and
          regarding  the  training  of such  persons to  qualify  as  registered
          representatives;

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               18. monitoring of relevant laws, rules and regulations  affecting
          the UVEST Program and the operation of the UVEST Centers;

               19.  disbursement of Revenue Sharing Payments (as defined below);
          and

               20.  such other  services as may from time to time be outlined in
          the UVEST compliance manual.

     6.  Modification  of UVEST Program.  The UVEST Program is a uniform program
owned and  operated by UVEST.  Subject to the  provisions  of Section 27 hereof,
UVEST may modify the UVEST Program from time to time for the intended purpose of
meeting  applicable  regulatory  requirements,  making  the UVEST  Program  more
effective, efficient,  economical or competitive,  adapting to new technology or
conditions  or  enhancing  the  reputation  or  public  acceptance  of the UVEST
Program.

     7. Revenue Sharing Payments.

          (a) UVEST  shall  make  payments  to  Subscriber  with  respect to all
     Securities and Insurance transactions,  which occur at, or are attributable
     to, the UVEST Centers operated at Subscriber's  locations ("Revenue Sharing
     Payments"), in accordance with UVEST's schedule of Revenue Sharing Payments
     in effect from time to time.  UVEST's  current  schedule of Revenue Sharing
     Payments  is set forth on Schedule 1 attached  to this  Agreement.  Revenue
     Sharing  Payments  represent  reimbursement  for  compensation  of the Dual
     Employees  and  payment  for the use of the  facilities  and  equipment  of
     Subscriber  or  its  affiliate  depository  institutions,   as  applicable,
     required for the operation of the UVEST Centers.  The Board of Directors of
     UVEST may, after careful consideration,  amend the Revenue Sharing Payments
     schedule  from time to time during the term of this  Agreement.  WEST shall
     notify  Subscriber not less than 30 days in advance of any reduction in the
     percentage of Revenue Sharing  Payments,  which reduction shall take effect
     on the  date  specified  in  such  notice;  provided,  no  decrease  in the
     percentage of Revenue Sharing  Payments shall be permitted within 12 months
     after the Effective Date; and provided,  further,  Subscriber may terminate
     this Agreement by giving notice to UVEST within 30 days  following  UVEST's
     notice of any such reduction in the percentage of Revenue Sharing Payments.
     If  Subscriber  gives a notice of  termination  to UVEST  pursuant  to this
     Section 7(a),  this  Agreement will terminate 60 days following such notice
     and the reduction in the percentage of Revenue  Sharing  Payments shall not
     apply to  Revenue  Sharing  Payments  payable to  Subscriber  prior to such
     termination.

          (b) UVEST reserves the right to deduct from Revenue Sharing  Payments
     (i) all undisputed  costs,  expenses,  charges and fees, if any, payable by
     Subscriber to UVEST  pursuant to this  Agreement.  UVEST shall make Revenue
     Sharing  Payments to Subscriber  by the 15th of every month all  Securities
     and Insurance  transactions for which it has received  commissions  through
     the end of the immediately  preceding  calendar month. Each Revenue Sharing
     Payment shall be accompanied by a complete record of  transactions  and, if
     applicable, of any costs, expenses,  charges or fees incurred by Subscriber
     and deducted from such Revenue Sharing Payment.

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     8. Dual Employees. At the UVEST Centers operated at Subscriber's locations,
Securities and Insurance  transactions shall be effected,  and investment advice
and recommendations shall be disseminated, only by registered representatives of
UVEST,  who shall at all times be  registered  and  qualified  with the SEC, the
NASD, and all other  applicable  federal and state securities and insurance laws
(including without limitation  investment advisor laws); and who shall undertake
such  employment by UVEST in addition to their  employment by  Subscriber.  Such
persons are referred to in this  Agreement as "Dual  Employees"  or  "registered
representatives."  Each Dual Employee  shall enter into an employment  agreement
with  UVEST,  in a form to be  provided  by UVEST and  agreed to by  Subscriber,
setting  forth  the  terms of the Dual  Employee's  employment  as a  registered
representative.   Neither  Subscriber  nor  any  of  its  affiliate   depository
institutions  shall have any  responsibility  for  supervision of the Securities
brokerage and investment  advisory  services  performed by the Dual Employees or
for  compliance  by the Dual  Employees  with  UVEST's  standards  of conduct or
procedures  established  for such persons  and,  except as set forth in Sections
8(d) and 8(e) hereof,  shall not be obligated to notify UVEST regarding any Dual
Employee's acts.

          (a)  Compensation.  Subscriber  shall pay the compensation of the Dual
     Employees in amounts to be determined by Subscriber and UVEST.  UVEST shall
     reimburse  Subscriber  for such  compensation  payments by means of Revenue
     Sharing Payments. Subscriber shall compensate Dual Employee as permitted by
     federal and state  securities  and  banking  laws,  rules and  regulations.
     Subscriber  agrees to  maintain  payroll  and bonus  records  for each Dual
     Employee,  to withhold  payroll  taxes from the  compensation  of each Dual
     Employee,  and to remit payroll taxes for each Dual Employee (including the
     employer's  portion  of  any  such  taxes)  to the  appropriate  government
     agencies in compliance with applicable law.

          (b) Number;  Identification  and  Acceptability.  Subscriber and UVEST
     shall determine the  individuals,  which shall receive offers of employment
     as registered  representatives  of UVEST. If UVEST decides to make an offer
     of employment to one of Subscriber's employees, to which Subscriber agrees,
     such  person  shall  become  a Dual  Employee  and  Subscriber  shall  make
     available  to UVEST  upon  UVEST's  request  all  records  in  Subscriber's
     possession  which  UVEST  reasonably  considers  necessary,  or  which  are
     required by law,  rule or  regulation,  in  connection  with such  person's
     employment,  qualification  and registration as a UVEST  representative.  A
     Dual Employee may be assigned to more than one UVEST Center; provided in no
     event shall any Dual  Employee be assigned to any UVEST  Center  other than
     any Subscriber locations.

          (c) Training. The Dual Employees shall be required to pass one or more
     examinations  prescribed  by law in order to qualify  to act as  registered
     representatives  and  Insurance  representatives.   Prior  to  taking  such
     examination(s),  each Dual  Employee  must  successfully  complete  certain
     training,  including a prescribed  pre-examination  course. Either UVEST or
     third-party  vendors  shall  provide  such  pre-examination   training,  at
     Subscriber's expense.  UVEST shall notify Subscriber of the availability of
     such  training.  UVEST  shall  provide  additional  training  of  the  Dual
     Employees   with  respect  to  the  UVEST   Program   subsequent  to  their
     qualification as registered  representatives.  Subscriber shall not prevent
     the Dual Employees from being  available to fully  participate in such pre-
     and  post-qualification  training and in such further training,  if any, as
     UVEST may provide.

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          (d) Control by UVEST.  UVEST shall exercise  exclusive  control of the
     Dual  Employees  with  respect to their  conduct of  Securities  brokerage,
     Insurance sales and investment advisory activities at the UVEST Centers and
     UVEST  shall  cause  their  conduct in such  capacity to be governed in all
     respects:

               (i) by UVEST's  compliance and  procedures  manuals and all other
          manuals,  procedures,  rules and instructions of UVEST, current copies
          of which UVEST has  provided or will  provide to  Subscriber  and such
          Dual Employees, and

               (ii) by applicable  laws,  rules, and regulations and policies of
          applicable  regulatory  agencies,  all as in effect from time to time.
          Subscriber shall strictly honor such control relationship and, subject
          to Section 25 hereof,  neither it nor any of its  affiliates,  nor any
          person related to any of them shall have any involvement whatsoever in
          any  of the  Securities  brokerage,  Insurance  sales  and  investment
          advisory services  performed by the Dual Employees.  UVEST alone shall
          exercise  all rights and remedies of the  "Employer"  set forth in the
          employment  agreement  with each  Dual  Employee  except as  otherwise
          specified  herein.  Notwithstanding  the above,  it is understood  and
          agreed to between  UVEST and  Subscriber  that, to the extent that the
          loss is not  attributable  to the  negligence or other fault of either
          party, if any Dual Employee  embezzles or otherwise steals from UVEST,
          UVEST  shall bear such loss,  and if any Dual  Employee  embezzles  or
          otherwise steals from Subscriber or any of its affiliates,  Subscriber
          or such affiliate  shall bear such loss. It is further  understood and
          agreed that any loss due to a mysterious  disappearance  of funds from
          either UVEST or Subscriber  shall be borne by the party suffering such
          disappearance.

          (e)  Discipline.  Each Dual Employee shall be subject to discipline by
     UVEST and by various federal and state regulatory  authorities,  Securities
     exchanges,   clearing   corporations  or   associations,   associations  of
     Securities   brokers  and  dealers  and  certain  other   entities   having
     jurisdiction over the operation of the UVEST Centers and the conduct of the
     Dual  Employees.  Subscriber  shall cooperate with UVEST in all respects in
     connection with the enforcement of any sanctions imposed by UVEST or by any
     such entities  against any Dual Employee.  Such  disciplinary  measures may
     include  suspension  or  dismissal  of any Dual  Employee  as a  registered
     representative  of UVEST. In the event of any such suspension or dismissal,
     Subscriber  shall  impose,  upon UVEST's  request,  the same  sanction with
     respect to the Dual  Employee's  employment  by Subscriber as it relates to
     securities  activities,  and shall use its best efforts to cause any of its
     affiliates who employ such Dual Employee in any capacity to impose the same
     sanction with respect to the Dual  Employee's  employment by such affiliate
     as it relates to  securities  activities.  Unless a Dual  Employee has been
     suspended  or  barred  by  such a  regulatory  authority,  UVEST  will  not
     terminate  or  suspend a Dual  Employee  except  in the  event of  material
     non-compliance  with  UVEST's  standards of conduct.  UVEST and  Subscriber
     agree to advise each other promptly upon receipt of any consumer  complaint
     received with respect to Securities services and further agree to report to
     each other any  violation of any law,  rule or regulation or any of UVEST's
     standards of conduct or procedures for registered  representatives of which
     they have knowledge, it being understood that Subscriber shall not have any
     obligation to monitor the  activities of the Dual  Employees with regard to
     such  laws,  rules or  regulations  or  UVEST's'  standards  of  conduct or
     procedures established for such persons.

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     9. Indemnification.

          (a)  UVEST  shall,   provided  Subscriber  satisfies  its  obligations
     hereunder,  defend, indemnify and hold harmless Subscriber (and each person
     or entity which controls  Subscriber within the meaning of Section 20(a) of
     the  Securities  Exchange  Act of 1934,  as  amended  or  Section 15 of the
     Securities Act of 1933, as amended), its affiliate depository  institutions
     and their respective directors,  officers, agents and employees (other than
     Dual Employees to the extent  provided in Section 9(b) below),  against any
     and all losses, claims, damages, liabilities, actions, costs or expenses to
     which such indemnified  party may become subject to the extent such losses,
     claims,  damages,  liabilities,  actions, costs or expenses arise out of or
     are based upon:

               (i) the  failure  of UVEST to  remain a member  of the NASD or to
          remain  a  duly  licensed   broker-dealer   under  federal  and  state
          securities laws;

               (ii) any  violation of federal or state  securities  or insurance
          laws (including, without limitation, laws relating to the registration
          or qualification as a broker-dealer,  investment  advisor or insurance
          agent) by UVEST, its officers,  its agents or its employees (including
          Dual Employees,  but only when such Dual Employees are acting in their
          capacity as registered  representatives  of UVEST)  arising out of the
          purchase,  sale, offer to purchase or offer to sell, or the furnishing
          of investment advice with respect to, any Security at a UVEST Center;

               (iii) any breach,  default or violation of, under or with respect
          to any of UVEST's duties, obligations, representations,  warranties or
          covenants contained in this Agreement; or

               (iv) any negligence, gross negligence, recklessness or willful or
          intentional  misconduct  of, or  violation of any law by, UVEST or any
          UVEST  employee  or agent  (including  any Dual  Employee  in  his/her
          capacity as a representative of UVEST).

UVEST agrees to maintain, in full force and effect, insurance in amounts
sufficient to meet its indemnification obligations under this Section 9(a); in
such form as shall be established by the UVEST Board of Directors from time to
time.

          (b) In no event, however, shall such indemnification inure exclusively
     to the personal benefit of any Dual Employee whose action or failure to act
     was  the  cause  of or  resulted  in the  violation  of  federal  or  state
     securities  or  insurance  laws and in no event shall such  indemnification
     result in the  payment of moneys to any such Dual  Employee.  In  addition,
     there shall be no indemnification under this Section 9(b) to the extent the
     violation of federal or state  securities or insurance  laws was the result
     of action or failure



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<PAGE>



     to act by a Dual Employee where such Dual Employee was told to perform such
     action or to refrain from so acting by an officer of Subscriber.

          (c)  Subscriber  shall,   provided  UVEST  satisfies  its  obligations
     hereunder,  defend,  indemnify and hold harmless  UVEST (and each person or
     entity  which  controls  UVEST  within the meaning of Section  20(a) of the
     Securities Exchange Act of 1934, as amended or Section 15 of the Securities
     Act of 1933, as amended),  its  directors,  officers,  agents and employees
     against any and all losses, claims, damages, liabilities, actions, costs or
     expenses to which such  indemnified  party may become subject to the extent
     such losses, claims, damages, liabilities, actions, costs or expenses arise
     out of or are based upon:

               (i) the failure of Subscriber to comply with  applicable  federal
          and state laws relating to Subscriber or its  subsidiaries  other than
          federal or state securities or insurance laws relating to the offer or
          sale of  Securities,  investment  advisory  services or  broker-dealer
          activities  relating  thereto except as contemplated by (ii) and (iii)
          below;

               (ii) the failure of  Subscriber  to obtain the  approval of UVEST
          for any advertising,  promotional  materials or marketing  efforts for
          the UVEST Program;

               (iii)  except as  contemplated  pursuant  to  Section  25 hereof,
          interference  by  Subscriber  or by any of  its  directors,  officers,
          agents or employees  (including any Dual Employee acting in a capacity
          other  than  as  a  provider  of  brokerage   services)  with  UVEST's
          supervision  and  control  of Dual  Employees  with  respect  to their
          conduct of securities  brokerage and investment  advisory  activity at
          the UVEST Centers;

               (iv) the  failure of  Subscriber  to  maintain  payroll and bonus
          records for each Dual  Employee,  to withhold  payroll  taxes from the
          compensation  of each Dual  Employee,  and to remit  payroll taxes for
          each Dual  Employee  (including  the  employer's  portion  of any such
          taxes) to the  appropriate  government  agencies  in  compliance  with
          applicable  law, which  functions  Subscriber has agreed to perform on
          behalf of UVEST;

               (v) the acts or omissions of Subscriber's  Non-Dual Employees (as
          defined  below),  except to the extent of acts or omissions where such
          non-Dual  Employee  was told to perform such action or to refrain from
          so acting by any employee of UVEST, including a Dual Employee;

               (vi) any breach,  default or violation  of, under or with respect
          to  any  of   Subscriber's   duties,   obligations,   representations,
          warranties or covenants contained in this Agreement; or

               (vii) any negligence,  gross negligence,  recklessness or willful
          or intentional  misconduct of Subscriber or any Subscriber employee or
          agent  (excluding  any Dual Employee  acting in his/her  capacity as a
          representative of UVEST).

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          (d) Promptly after receipt by an indemnified  party under this Section
     9 of  notice  of  any  claim  or  the  commencement  of  any  action,  such
     indemnified  party  shall,  if a claim  in  respect  thereof  is to be made
     against   the  party  to  this   Agreement   from   which  it  is   seeking
     indemnification under this Section 9, notify such other party in writing of
     such claim or the  commencement  of such action,  but the failure to notify
     the  indemnifying  party will not  relieve  the  indemnifying  party of any
     liability it may have to any indemnified  party,  except to the extent that
     the indemnifying  party  demonstrates that its liability for such action is
     prejudiced by the indemnifying  party's failure to give notice. In case any
     such action is brought against any indemnified  party, and such indemnified
     party notifies UVEST or Subscriber,  as  appropriate,  of the  commencement
     thereof, as provided herein, UVEST or Subscriber, as appropriate,  shall be
     entitled to  participate  therein  and,  at its option,  assume the defense
     thereof.  Upon assumption by UVEST or Subscriber,  as  appropriate,  of the
     defense of such action, UVEST or Subscriber, as appropriate,  will cease to
     be liable to such  indemnified  party under this Section 9 for any legal or
     other  expenses   subsequently   incurred  by  such  indemnified  party  in
     connection with the defense thereof.

     (e) An indemnified  party  hereunder  shall settle a claim for which it has
requested  or intends to request  indemnification  only with the  consent of the
indemnifying party.

10.   Non-Dual Employees.

          (a) Limited  activities.  Employees  of  Subscriber  or its  affiliate
     depository  institutions  who  are  not  also  registered   representatives
     ("Non-Dual  Employees") may distribute promotional literature regarding the
     UVEST  Program,  direct  persons to  registered  representatives  of UVEST,
     provide ordinary  banking services such as crediting or debiting  accounts,
     even though such services are incidental to  transactions  with UVEST,  and
     perform other clerical and  ministerial  tasks to the extent that employees
     would perform such tasks in any other situation. Non-Dual Employees may not
     recommend Securities or Insurance products, provide investment advice, hold
     themselves out as agents of UVEST, or engage in any Securities brokerage or
     Securities  investment  advisory  activities to the extent that engaging in
     such  activities  would  require the  Non-Dual  Employees  to register  and
     qualify  with the NASD,  as such  requirements  may be amended from time to
     time,  or  would  require  the  Subscriber  or  its  affiliate   depository
     institutions  to  register  as  a  broker-dealer  under  federal  or  state
     securities laws, as such laws may be amended from time to time.  Subscriber
     shall  comply in all  respects  with  UVEST's  Compliance  Manual for UVEST
     participants  ("Participants'  Compliance  Manual"),  as it may be modified
     from time to time,  shall monitor the activities  of, and cause  compliance
     by, Non-Dual  Employees with UVEST's  standards of conduct  established for
     such persons and shall report to UVEST,  in the manner set forth in Section
     8(e)  hereof,  any  violations  of  such  standards  of  conduct  of  which
     Subscriber  has  knowledge.  Neither  UVEST nor  Subscriber  shall  furnish
     incentive compensation to any Non-Dual Employee or otherwise compensate any
     Non-Dual  Employee,  directly  or  indirectly,  based  upon the  volume  or
     occurrence  of  Securities   transactions,   commissions  or   compensation
     generated by UVEST or any UVEST Center;  provided  that,  when permitted by
     regulators and applicable law, Subscriber may pay referral fees to Non-Dual
     Employees.  Such referral fees shall be a one-time,  per-customer  fee of a
     nominal,   fixed-dollar  amount,  wholly  unrelated  to  the  execution  of
     Securities transactions or the volume of Securities traded by the customer.

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          (b)  Training.   UVEST  shall  make  materials   available  to  assist
     Subscriber in training Non-Dual  Employees  regarding  standards of conduct
     and permissible activities in connection with the UVEST Program. Subscriber
     or its affiliate  depository  institutions  shall make  Non-Dual  Employees
     available from time to time to participate in such training.

     11. Hours of Operation.  Registered representatives of UVEST located at the
national  UVEST  offices will be  available  by telephone to provide  Securities
brokerage and investment  advisory  services to UVEST  customers  during all New
York Stock Exchange trading hours and any Securities  transactions thus effected
will be attributed to the appropriate UVEST Center.

     12. Separation of Businesses. UVEST and Subscriber,  including Subscriber's
affiliate  depository  institutions,   shall  each  maintain  strict  and  total
separation of their businesses from the business conducted at each UVEST Center,
including separation of records and of physical  facilities.  All Dual Employees
shall  conduct  business  at all  times in  accordance  with  UVEST's  corporate
identity policies,  as expressed in Participant's  Compliance Manual and herein,
so as not to lead to confusion between the business  conducted by Subscriber and
the business  conducted by UVEST  through the  operation of the UVEST Centers at
Subscriber's  locations.  Subscriber agrees to be bound by, and to comply in all
material respects with, the Participants'  Compliance  Manual, a current copy of
which UVEST has provided or will provide to Subscriber  and which,  as it may be
modified from time to time in accordance  with the purposes set forth in Section
6 hereof, is incorporated in and made a part of this Agreement.

     13. Access.

          (a)  UVEST  supervisory  personnel  and  representatives  of state and
     federal regulatory  authorities and of any other entity having jurisdiction
     over  the  operation  of the  UVEST  Centers  and the  conduct  of the Dual
     Employees shall have unimpeded access during Subscriber's business hours to
     the  UVEST  Centers,  to all  records  maintained  in  connection  with the
     operation of the UVEST Centers and to Dual  Employees  and their  personnel
     records.  At the time UVEST  desires to exercise  such access,  UVEST shall
     notify the manager of the branch in which the UVEST Center  being  accessed
     is located and the Investment  Program Manager of Subscriber and inform the
     manager and such Investment Program Manager of the purpose of the visit.

          (b)  In  addition  to any  rights  of  Subscriber  and  its  affiliate
     depository  institutions  pursuant  to Section 25 hereof,  the  supervisory
     personnel  of  Subscriber  or its  affiliate  depository  institutions  and
     representatives   of  their  respective   state  and  federal   regulatory,
     authorities  and any other entity having  jurisdiction  over any of them or
     the  transactions  contemplated  under this Agreement  shall have unimpeded
     access during  UVEST's  business  hours to all records of UVEST relating to
     transactions effected hereunder.


                                       10

<PAGE>


     14. Subscriber Costs and Expenses.

          (a)  Direct  Costs  and   Expenses.   Subscriber   shall  be  directly
     responsible for the costs and expenses  associated with the following items
     in  connection  with the  operation  of the UVEST  Centers at  Subscriber's
     locations:

               1.  the  furnishings,  accessories  and  equipment  necessary  to
          establish the UVEST Center, including a UVEST technology platform

               2. the service and maintenance for the UVEST technology platform;

               3. investment research material employed in the UVEST Center;

               4. telephones and other operating equipment;

               5.  Dual  Employee  compensation  (which  will be  reimbursed  to
          Subscriber  through Revenue Sharing  Payments as provided  herein) and
          Dual Employee costs, including, without limitation, recruitment costs,
          salary and benefits,  travel  (including but not limited to any travel
          associated with  pre-qualification  or  post-qualification  training),
          cost of  pre-qualification  training  and  prescribed  pre-examination
          course,  examination  fees  and  filing  fees  and  UVEST's  corporate
          stationery and business cards;

               6. Dual Employee post-qualification sales training materials;

               7.  recruitment  costs,  salary  and  benefits  for  any  support
          personnel;

               8. Subscriber-sponsored advertising and promotion; and

               9. all other costs  associated  with the  operation  of the UVEST
          Centers at  Subscriber's  locations  and not  specified  in Section 15
          hereof.  Subscriber shall pay all costs and expenses set forth in this
          Section 14  directly  to  third-party  vendors or to UVEST or the Dual
          Employees,  in accordance with UVEST's applicable  standard procedures
          and fee  schedules,  each as in effect from time to time. In the UVEST
          Centers at Subscriber's locations, Subscriber and UVEST shall mutually
          approve the furnishings,  furniture, fixtures and materials to be used
          by UVEST in the operation of the UVEST Center.  UVEST may from time to
          time,  following  notice  to  Subscriber,  eliminate  one or  more  of
          Subscriber's direct costs or expenses.

          (b) Indirect Costs and Expenses. With approval from Subscriber,  UVEST
     shall from time to time furnish to each UVEST Center promotional literature
     in reasonable quantities determined by UVEST. Subscriber shall pay for such
     items furnished in excess of such reasonable  quantities  and/or  requiring
     customization  at a charge to  Subscriber  equal to  UVEST's  cost for such
     items,  which  shall be based  upon  the  cost of  development,  production
     or purchase, shipping, handling, billing and any applicable taxes.


<PAGE>

     15. UVEST Costs and Expenses.  UVEST shall be directly  responsible for the
following  costs and  expenses in  connection  with the  operation  of the UVEST
Program:

          1. all costs  associated  with the operation of UVEST's  offices other
     than at Subscriber's locations,  including centralized investment research,
     national  and  regional  inquiry/help  desks  for use by  UVEST  registered
     representatives  and  phone-in  service  for use by WEST  customers  during
     non-regular business hours as set forth in Section 11 hereof;

          2. all costs associated with the recruitment,  training, qualification
     and  employment by UVEST of all UVEST  employees who are not also employees
     of Subscriber;

          3.  post-qualification  training of  Subscriber's  Dual  Employees and
     materials for the  orientation  of Non-Dual  Employees  regarding the UVEST
     Program;

          4. reasonable quantities of promotional literature furnished from time
     to time to each UVEST Center;

          5. UVEST-sponsored advertising and promotion of the UVEST Program;

          6. technical assistance program;

          7. compliance and supervision; and

          8. field sales support and related travel expenses.

     16.  Advertising  and Promotion.  Each party shall secure the other party's
prior written  approval of all  advertising and  promotional  materials,  if any
prepared  by or on behalf of such party  which  mention  the other  party or the
UVEST Program.  All such  advertising  and  promotional  materials shall make it
clear that the UVEST  Program is provided by UVEST and not by  Subscriber,  that
UVEST and Subscriber are separate,  distinct and unaffiliated entities, and that
the  investment  products  sold through  UVEST Centers by UVEST are not deposits
insured by the FDIC.  Subject to the provisions of Section 25 hereof,  UVEST may
use Subscriber's name and may identify Subscriber's locations at which the UVEST
Centers are operated.  UVEST and Subscriber  shall also meet prior to or as soon
as possible  after the opening of the first UVEST Center at one of  Subscriber's
locations  to develop a  comprehensive  six-month  business  plan to promote and
develop the UVEST Program for the Subscriber.  Thereafter,  UVEST and Subscriber
shall  meet  approximately  every six months to review  the  performance  of the
business  plan for the prior six months and to develop a new  business  plan for
the succeeding six months.

     17. Vendor  Relationships.  In addition to being solely responsible for the
investment research regarding Securities, UVEST shall be solely. responsible for
all  contracts  and  discussions  with all vendors of  Securities  regarding the
quality or investment characteristics of such Securities, their availability and
all  other  matters  related  to such  Securities,  and  UVEST  shall be  solely
responsible for all other aspects of the  relationship  between such vendors and
the UVEST Program.

                                       12


<PAGE>



     18. Bankruptcy,  Changes in Control, Etc. Any party hereto (the "defaulting
party")  shall give the other party hereto  prompt  written  notice in the event
that such defaulting party (i) liquidates or dissolves; (ii) makes an assignment
for the benefit of creditors, becomes insolvent or is unable to pay its debts as
they mature,  files a voluntary petition in bankruptcy or a petition,  answer or
consent  seeking  reorganization  or  readjustment  of  its  indebtedness  under
applicable  bankruptcy  or insolvency  laws,  consents to the  appointment  of a
receiver  or trustee  for all or a  substantial  part of its  property  or takes
corporate  or other action for the purpose of  effecting  any of the  foregoing;
(iii) has filed against it a petition for  proceedings  in bankruptcy or for its
reorganization  or for the  readjustment of its  indebtedness  under  applicable
bankruptcy or insolvency  laws or has a receiver or trustee  appointed for it or
for all or a substantial  part of its property;  or (iv) experiences a change in
control  through merger,  consolidation  or  reorganization  in a transaction in
which such party is not the surviving entity, a sale of substantially all of its
assets or, to the extent known by such defaulting  party, the acquisition by any
person or related group of 25% or more of its outstanding  equity interest.  The
non-defaulting  party shall have the right to terminate this Agreement upon the
happening of any such event.

     19. Term.  This  Agreement  shall have an initial term of two (2) years and
shall  automatically  renew for  subsequent  terms of one (1) year,  subject  to
termination as provided in Section 20 hereof.

     20. Arbitration; Termination; Suspension.

          (a) UVEST and Subscriber  shall work together in good faith to resolve
     any dispute  arising  between them. If UVEST and Subscriber  cannot resolve
     such dispute  after a good faith  attempt to do so, either party may submit
     such dispute to arbitration in Charlotte,  North Carolina, such arbitration
     to be conducted in accordance with the Commercial  Arbitration Rules of the
     National  Association of Securities Dealers. The arbitration award shall be
     final and binding.  Judgment upon the award  rendered may be entered in any
     court  having  jurisdiction  over the  party  against  which  the  award is
     rendered.  Nothing in this Section  20(a) shall prevent UVEST or Subscriber
     from  exercising  any other rights which they have pursuant to this Section
     20 or  otherwise  pursuant  to this  Agreement  in  connection  with such a
     dispute;  provided,  however,  that once a dispute  has been  submitted  to
     arbitration,  neither  party  shall  pursue a remedy  with  respect to such
     dispute unless such remedy is specifically delineated herein.

          (b) Either  party may  terminate  this  Agreement as of the end of the
     initial  term or  subsequent  terms by giving  notice to the other party at
     least 90 days prior to the end of the initial term or subsequent terms.

          (c) UVEST may immediately  suspend  performance  under this Agreement,
     and may thereafter  terminate this Agreement pursuant to the procedures set
     forth  in  this  Section  20(c),  in the  event  of a  material  breach  by
     Subscriber in the performance of any material  agreement made by Subscriber
     under  this  Agreement,  including,  without  limitation,  any  failure  of
     Subscriber  to  comply  in any  material  respect  with any of the  manuals
     identified in Section 12 hereof.  UVEST shall promptly notify Subscriber of
     the  grounds  for  any  such  suspension.  Subscriber  shall  have  30 days
     following such notice to resolve the matter(s) specified therein to UVEST's
     satisfaction prior to any termination of the Agreement. If

                                       13


<PAGE>



     Subscriber fails to resolve any such matters) within the prescribed time
     and UVEST does not agree in writing to extend the period for resolution of
     any such matter(s), UVEST may terminate this Agreement upon the expiration
     of such 30-day period. In addition, UVEST may terminate this Agreement upon
     notice to Subscriber if Subscriber directly or indirectly offers or makes
     available Securities brokerage or broker-dealer services or Securities
     investment advisory products or services.

          (d) Subscriber may terminate this Agreement pursuant to the procedures
     set forth in this Section 20(d), in the event of a material breach by UVEST
     in the  performance  of any  material  agreement  made by UVEST  under this
     Agreement.  Subscriber  shall promptly  notify UVEST of the grounds for any
     such  termination.  UVEST shall have 30 days  following such notice to cure
     the breach specified  herein. If UVEST fails to cure any such breach within
     such 30-day period and  Subscriber  does not agree in writing to extend the
     period for cure of such  breach or UVEST does cure such breach but the same
     breach  occurs  within 90 days from the  original  breach,  Subscriber  may
     terminate  this Agreement upon the expiration of such 30-day period or upon
     the occurrence of such second breach.  Subscriber shall have the additional
     rights to terminate this Agreement provided in Section 7(a) hereof.

          (e) Certain federal and state  regulatory  authorities may require the
     termination  of this  Agreement  on behalf of UVEST or  Subscriber.  In the
     event of such a termination, whether made on behalf of UVEST or Subscriber,
     (i) neither  party  hereto  shall have any  liability to the other for such
     termination except to the extent such termination  results from the failure
     of one party to  satisfy  its  obligations  hereunder,  in which  case such
     failing party shall be liable to the other party to the extent it otherwise
     would have been liable for such  failure,  and (ii) certain  provisions  of
     this  Agreement,  as  specified  in Section 25 hereof,  shall  survive such
     termination as provided herein.

          (f) In the event that UVEST or Subscriber terminates this Agreement or
     a governmental  authority  requires the termination of this Agreement,  (i)
     Subscriber shall immediately cease representing  itself as a participant in
     the UVEST Program, discontinue use of all UVEST materials and all materials
     bearing the UVEST logo,  service  mark or  trademark;  and (ii)  Subscriber
     shall return to UVEST all records relating to UVEST's  brokerage  accounts,
     all  UVEST  procedures  and  compliance  manuals  and all  UVEST  forms and
     documents  and shall so certify in writing to UVEST  within ten days of the
     date of termination.

          (g) Upon the termination of this Agreement by either UVEST, Subscriber
     or any governmental authority, neither UVEST nor Subscriber shall interfere
     with the decision of any customer or Dual Employee  regarding his brokerage
     accounts or employment,  respectively.  Subscriber  acknowledges that UVEST
     shall not be  deemed to be  interfering  with any  customer  as a result of
     UVEST performing its obligations or sending  customary notices with respect
     to any customer or any such customer's accounts.

          Nothing in this Section 20(g) shall prohibit  Subscriber or UVEST from
     engaging in their  customary  marketing  activities  or resolving  existing
     disputes with customers.

          (h) Nothing in this Agreement shall be deemed or construed to create a
     partnership  or  joint  venture  between  the  Subscriber  and  UVEST.  The
     relationship between such parties is only contractual in nature.

                                       14


<PAGE>



          (i) Upon  Subscribers  request,  UVEST shall provide the  Subscriber a
     current list of the  Subscriber's  customers  who have become  customers of
     UVEST under the UVEST program.  Upon termination of this Agreement,  except
     for Section  20(c),  UVEST  agrees to  cooperate in the transfer of records
     relating  to  customer  accounts  to  the  Subscriber  or  a  broker/dealer
     designated by the Subscriber.  After  termination of this Agreement,  UVEST
     shall not provide  information  with respect to such  accounts to any other
     broker dealer or financial  institution nor shall  information with respect
     to such accounts be used by UVEST after such transfer

     21. UVEST Trademark;  No License or Right to Use. Subscriber recognizes and
acknowledges that UVEST is a registered service mark and a registered  trademark
of UVEST.  Subscriber  is not  granted a license or right to use  UVEST's  UVEST
service mark or  trademark.  Subscriber  shall not use the UVEST service mark or
trademark in any manner  whatsoever  without the prior written  consent of UVEST
and any use of the UVEST  service mark or trademark  by  Subscriber  pursuant to
such written consent shall comply in all respects with the terms thereof.

     22.  Additional  Representations  and Warranties of Subscriber.  Subscriber
represents and warrants to UVEST that (i) Subscriber has full legal right, power
and authority to enter into and perform this Agreement;  (ii) this Agreement has
been duly  authorized,  executed and delivered by Subscriber and constitutes the
legal,  valid  and  binding  agreement  of  Subscriber;  and  (iii) no  consent,
approval, authorization or order of any governmental agency or authority, except
(A) those  previously  obtained by  Subscriber,  disclosed  to UVEST and in full
force and effect,  and (B) those which have been  disclosed  to UVEST in writing
and are to be  obtained  by  Subscriber,  is  required  in  connection  with the
transactions   contemplated  by  this  Agreement  on  the  part  of  Subscriber.
Subscriber  agrees to use its best  efforts to obtain all  consents,  approvals,
authorizations  and orders  necessary in connection with its  performance  under
this  Agreement  which have not been obtained as of the date hereof.  Subscriber
agrees that once all of such consents, approvals, authorizations and orders have
been obtained, it will certify such fact to UVEST in writing. Subscriber further
acknowledges that UVEST shall not perform its obligations  pursuant hereto until
it receives such certification. Subscriber further represents and warrants that,
to the extent  permitted by law, it shall use its best efforts,  upon request by
UVEST,  to verify  any  information  or  representations  in the  possession  of
Subscriber  made by one of its depositors or customers,  or any other  potential
customer of UVEST,  contained or set forth in an Application  for Account or any
other questionnaire submitted by such potential customer to UVEST in conjunction
with the  opening or  attempted  opening of an account  with  UVEST.  Subscriber
further  represents  that,  except as may otherwise be required by law, it shall
keep confidential all information not generally available to the public which it
may acquire as a result of this  Agreement  regarding the business or affairs of
UVEST, or any of its  affiliates,  and further  acknowledges  that this covenant
shall survive the  termination of this Agreement  until such  information  shall
become generally available to the public.

     23.  Representations and Warranties of UVEST. UVEST represents and warrants
to Subscriber that (i) UVEST has full legal right,  power and authority to enter
into and perform this Agreement;  (ii) this Agreement has been duly  authorized,
executed and  delivered by UVEST and  constitutes  the legal,  valid and binding
agreement  of  UVEST;   (iii)  UVEST  has  obtained  all  consents,   approvals,
authorizations  and orders of governmental  agencies or authorities  required in
connection with the transactions contemplated by this Agreement

                                       15


<PAGE>



on the part of UVEST; including, without limitation, receipt from the Securities
and Exchange  Commission of a "no-action letter," dated November 24, 1992, which
("no-action  letter") has not been  modified or rescinded as of the date hereof;
(iv) UVEST is registered  as a  broker-dealer  and an  investment  advisor under
federal and state  securities  laws and is a member of the NASD and,  during the
term of this Agreement, UVEST will maintain such registrations and membership as
required  by  applicable  law.  UVEST  further  represents  that,  except as may
otherwise be required by law, it shall keep  confidential  all  information  not
generally  available  to the  public  which it may  acquire  as a result of this
Agreement  regarding  the  business  or  affairs  of  Subscriber,  or any of its
affiliates,  and  further  acknowledges  that this  covenant  shall  survive the
termination  of this Agreement  until such  information  shall become  generally
available to the public.

     24.  Notices.  All  notices,   requests,   approvals,   consents  or  other
communications  required or  permitted  to be  delivered  hereunder  shall be in
writing,  delivered  personally or forwarded by certified mail, postage prepaid,
to the address set forth on the  signature  page hereof and shall be deemed duly
given when so  personally  delivered  or three  business  days after the date of
deposit  in a mail box or other  U.S.  Postal  Service  depository  outside  the
control of the sender.  Either party may from time to time  designate in writing
any other address to which such notices, requests and other communications shall
be sent. Until any such change, such notices,  requests and other communications
shall be sent to the address of the appropriate  party as set forth on the final
page of this Agreement.

     25. Compliance with Securities  Regulations.  Notwithstanding any provision
contained in this  Agreement to the  contrary,  UVEST shall cause all aspects of
the UVEST  Program  (including,  without  limitation,  designation  of the UVEST
Centers in Subscriber's  locations,  training and compensation of Dual Employees
and  Non-Dual  Employee,  manner and content of  disclosures  to  customers  and
advertising  and  promotional  activities)  to be  conducted in  accordance  and
conformity  with the  Interagency  Statement  on  Retail  Sales  of  Non-deposit
Investment  Products,  dated  February  15,  1994,  published  by the  Board  of
Governors of the Federal  Reserve  System,  the Office of the Comptroller of the
Currency,  the  Federal  Deposit  Insurance  Corporation,  the  Office of Thrift
Supervisions,  as such statement has been and hereafter may be amended from time
to time (the "Interagency Statement"). In addition to the Interagency Statement,
UVEST adheres to the 1999 Gramm Leach Bliley Act, Title II, Section 201, and all
applicable   securities  laws  (NASD,  SEC,  Etc.).  In  accordance  with  their
responsibilities  under  Interagency  Statement and various  other laws,  rules,
regulations and policies of their  respective  regulatory  agencies as in effect
from time to time, Subscriber and its affiliate depository institutions on whose
premises the  activities  contemplated  by this Agreement are conducted may from
time to time review the sales and other activities of the Dual Employees and the
other  operations  of the WEST  Centers  to  confirm  that such  activities  and
operations  are being  conducted in a manner  consistent  with-such  Interagency
Statement and any such laws, rules,  regulations and policies, and in connection
therewith to review such records of UVEST as the  Subscriber  or such  affiliate
deems necessary or appropriate to evaluate such  compliance.  Any such review or
investigation shall not relieve UVEST from its obligations  hereunder to operate
all aspects of the UVEST Program in accordance with such  Interagency  Statement
and any such additional laws, rules, regulations and policies.



                                       16

<PAGE>


26.  Privacy Policy.

     As a  policy,  UVEST  does not sell,  share or  otherwise  provide  account
holder's personal  information to any nonaffiliated third party entity, with the
exception of our clearing  firm.  Unless  otherwise  instructed  in writing by a
customer,  UVEST's  Privacy  Policy  does  allow  sharing  of  referred  account
information with Subscriber.

27.  Miscellaneous.

     (a) This  Agreement  and the  materials  incorporated  herein by  reference
constitute the entire  understanding  of the parties with respect to its subject
matter.  Neither  party may assign  this  Agreement  (either  voluntarily  or by
operation of law) without the prior written  consent of the other party,  except
that UVEST, or Subscriber to the extent  permitted by applicable law, may assign
its rights under this  Agreement to a subsidiary  or affiliate.  This  Agreement
shall be  binding  upon,  inure to the  benefit  of, and be  enforceable  by and
against,  the successors and permitted  assigns of each of the parties,  subject
only to the rights of federal and state regulatory authorities to terminate this
Agreement under certain circumstances.  This agreement and all provisions hereof
are for the sole and exclusive benefit of the parties hereto and, in the case of
Subscriber,  any  subsidiary  or  affiliate  depository  institutions  on  whose
premises the activities contemplated hereby may be conducted.  Nothing expressed
or referred to in this  Agreement will be construed to give any other person any
legal or  equitable  right,  remedy  or  claim  under  or with  respect  to this
Agreement or any provision hereof.

     (b) Subscriber  recognizes and  acknowledges  that failure by Subscriber to
comply  with  the  provisions  of  this  Agreement  regarding  permitted  use by
Subscriber  of the UVEST logo,  service  mark and  trademark,  UVEST  equipment,
signs,  materials,  furnishings  and supplies and items  bearing the UVEST logo,
service  mark or  trademark  may  result in  damage to UVEST for which  monetary
compensation would be inadequate.  Subscriber  therefore agrees that UVEST shall
be entitled to specific performance of Subscriber's obligations pursuant to such
provisions.

     (c)  Neither  party shall be liable to the other for  special,  indirect or
consequential  damages  (including lost revenues or lost profits) arising out of
any breach of its  obligations  under  this  Agreement  other than the  parties'
respective obligations to indemnify each other pursuant to Section 9 hereof.

     (d) Except to the extent specified in Section 20(a) hereof, the enumeration
herein of specific  remedies shall not be exclusive of any other remedies and no
single,  partial or other exercise of any such right, power, remedy or privilege
shall preclude the further  exercise thereof or the exercise of any other right,
power, remedy or privilege.  Any delay or failure by any party to this Agreement
to exercise any right,  power,  remedy or privilege herein contained,  or now or
hereafter  existing under any applicable  statute or law, shall not be construed
to be a waiver  of such  right,  power,  remedy  or  privilege  or to limit  the
exercise of such right, power, remedy or privilege.

     (e) Neither  Subscriber  nor UVEST shall hold itself out as an agent of the
other  or any of  the  subsidiaries  or the  companies  controlled  directly  or
indirectly by or affiliated with the other.



                                       17


<PAGE>



     (f) This Agreement may be modified only by a writing signed by both parties
to this Agreement.  Such modification shall not be deemed a cancellation of this
Agreement.

     (g) In the event that any court of competent  jurisdiction declares invalid
any provision of this  Agreement,  such  invalidity  shall have no effect on the
other provisions hereof,  which shall remain valid and binding and in full force
and effect, and to that end the provisions of this Agreement shall be considered
severable;  provided,  however, that should any court of competent  jurisdiction
declare  invalid any material  provision of this  Agreement,  severance of which
would  frustrate  the purpose of this  Agreement,  such  provision  shall not be
severable, and this Agreement shall be voidable by either party hereto.

     (h) UVEST shall have each  customer  acknowledge  in writing the receipt of
notice that (i) UVEST,  and not Subscriber,  is providing and is responsible for
the  brokerage  services  being  offered and (ii) UVEST is not  affiliated  with
Subscriber.  Such  notice  and  acknowledgment  may be a part of the  customer's
application for an account with UVEST.

     (i) Subscriber,  at a time mutually acceptable to Subscriber and UVEST, may
inspect  those  records of UVEST  pertaining  to  commissions  and other revenue
generated by the UVEST Centers in locations of Subscriber or its affiliates.

     (j) All such signs bearing the UVEST logo,  service mark or trademark shall
remain the property of UVEST and shall be used by Subscriber's locations only in
connection  with the  UVEST  Program  and the  business  conducted  at the UVEST
Centers.

     (k) This Agreement has been accepted by UVEST in, and shall be construed in
accordance  with the statutory and common laws of, the State of North  Carolina,
except to the  extent  such laws may be  preempted  by  federal  laws,  rules or
regulations.

     (l) The headings preceding the text, articles and sections hereof have been
inserted for convenience and reference only and shall not be construed to affect
the meaning, constriction or effect of this Agreement.

     (m) The provisions of Sections 9, 15 (to the extent such costs are incurred
prior  to  termination),   22  and  23  (to  the  extent  such  Sections  relate
to confidentiality  concerning  UVEST's or  Subscriber's  business),  and 20(g),
27(b) and (c) hereof shall survive the termination of this Agreement.

     (n) This Agreement may be executed in any number of  counterparts,  each of
which  when so  executed  and  delivered  shall  be an  original,  but all  such
counterparts shall together constitute but one and the same instrument. It shall
not be necessary to make proof of but one such  counterpart  in any court of law
having  jurisdiction  with  regard  to this  Agreement  or any  dispute  arising
pursuant hereto.

                                       18
<PAGE>



IN WITNESS WHEREOF, UVEST and Subscriber have executed this Agreement as of the
date set forth above.

UVEST FINANCIAL SERVICES GROUP, INC.

By  /s/  Dan Arnold
    -----------------------------------
         Dan Arnold
         President & COO

Address of UVEST for notices hereunder:

UVEST Financial Services Group, Inc.
128 S. Tryon Street, Suite 1340
Charlotte, NC 28202
Attention: Craig Karnis



UNITED BANK OF PHILADELPHIA

By   /s/  Evelyn F. Smalls
     -----------------------------------
          Evelyn F. Smalls
          President CEO


Address of Subscriber for notices hereunder:


United Bank of Philadelphia
300 North Third Street
Philadelphia, PA 19106-1101.
Attention: Evelyn F. Smalls


<PAGE>



                      UVEST FINANCIAL SERVICES GROUP, INC.
                          Brokerage Services Agreement

                                   SCHEDULE 1

                            Revenue Sharing Payments

     Subscriber  shall  be  entitled  to the  following  percentages)  of  gross
commissions  generated  by the  purchase  or sale of  insurance,  mutual  funds,
annuities,  stocks and bonds through registered representatives located in UVEST
Centers in Subscriber's branches:

                                            Percentage of gross commissions
      For monthly gross commissions of            payable to Subscriber
      --------------------------------            ---------------------
           $20,000 or less                               77.5%
           $20,001 and above                             80%

     Clearing Charges of $20 per transaction will be deducted from  Subscriber's
revenue  sharing  payment for mutual  funds,  equities,  insurance  and variable
annuities  on a monthly  basis in  accordance  with the terms in Section 7(b) of
this Agreement.

     Clearing Charges of $30 per transaction will be deducted from  Subscriber's
revenue  sharing  payment on a monthly  basis for bonds in  accordance  with the
terms in Section 7(b) of this Agreement.

UVEST's Discount and Internet Brokerage Service

                                                       Payout to Subscriber:
                                                       ---------------------
For the purchase or sale of Securities                 20% of gross commissions
utilizing the discount brokerage service,
discount commission schedule via the telephone

For the purchase or sale of Securities                 $1.00 per trade
utilizing the internet brokerage service

     There are no clearing  charges deducted from  Subscriber's  revenue sharing
payment on a monthly basis in accordance  with the terms in Section 7(b) of this
Agreement.

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