EXHIBIT 10(f)






                   BRENDA HUDSON-NELSON'S EMPLOYMENT AGREEMENT



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                              EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT made as of this 13th day of June,  2000 between
United Bank of Philadelphia, a bank organized and incorporated under the laws of
the  Commonwealth  of  Pennsylvania,  with  offices at 300 North  Third  Street,
Philadelphia,  Pennsylvania  19106 (the  "Bank") and Brenda  Hudson-Nelson  (the
"Employee").

WITNESSETH:

     WHEREAS,  the Bank is a Pennsylvania  bank,  incorporated  on September 17,
1990 as a Pennsylvania-chartered commercial bank; and

     WHEREAS,  the Bank  would  like to  employ  the  Employee  as  Senior  Vice
President and Chief Financial Officer of the Bank; and

     WHEREAS,  the parties desire to provide for such employment of the Employee
in accordance with the terms and conditions set forth herein;

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

                            EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
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1.  Duties and Term.

          a. The Bank hereby  employs the  Employee to serve in the  capacity of
     Senior Vice President and Chief Financial  Officer of the Bank and, in such
     capacity,  to be responsible for the financial and  operational  matters of
     the Bank as are consistent with her title. Employee will be responsible for
     conducting such additional activities as will promote the profitability and
     growth of the Bank or as shall be assigned by the President of the Board of
     Directors.  The Employee  agrees to be so employed by Bank and shall devote
     her best efforts and all of her  business  time to the  performance  of her
     duties hereunder.

          b. The term of the Employee's employment hereunder shall commence upon
     the date of the execution of this  Agreement and shall  continue  until the
     second anniversary of this date (the "Original Term");  provided,  however,
     that  employment  may be  terminated  earlier  in the event  that:  (i) any
     governmental  or other  approvals  necessary  for the Employee to fill this
     role cannot be obtained or (ii) the Bank  terminates the Employee  pursuant
     to Paragraph 4 of this Agreement.

          c. This  Agreement  shall be subject to renewal upon  agreement of the
     parties at any time  during the  Original  Term (any  period of  employment
     after the Original Term shall be referred to as a "Renewal Term."




                            EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
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2.  Compensation.

          a. Salary.  During the first year of the Original Term, the Bank shall
     pay the  Employee an annual  salary of $95,000  payable in equal  bi-weekly
     installments or as the parties  otherwise agree.  Thereafter the Employee's
     annual  salary shall be such as is mutually  determined by the Employee and
     the Board of Directors of the Bank,  but in no event shall be less than the
     Employee's  salary  during the  previous  year of the  Original  Term.  The
     Employee's  annual  salary  during any Renewal Term shall be the subject of
     mutual  agreement  between the  Employee and the Bank but shall not be less
     than the Employee's salary during the previous year of the Employment Term.

          b. Additional Compensation. The Employee shall have the opportunity to
     receive an annual cash bonus (the "Annual  Bonus"),  which shall be divided
     into two tiers: the initial cash bonus (the "Initial Cash Bonus"), equal up
     to 12% of the Employee's  Base Salary,  and the additional  cash bonus (the
     "Additional  Cash  Bonus"),  which shall be equal to 12% of the  Employee's
     Base  Salary.  Both the Initial  Cash Bonus and the  Additional  Cash Bonus
     shall be based upon separate financial  performance targets for each fiscal
     year,  or,  in the case of the 2000  fiscal  year,  the last six  months of
     operation (the  "Performance  Targets").  The Performance  Targets shall be
     determined as follows:



                            EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
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               (i) The  target  financial  performance  on which the  Employee's
          Initial  Cash Bonus will be based (the  "Initial  Cash Bonus  Target")
          shall be  equal  to the  annual  EBITDA  target  for the Bank for that
          fiscal year as set forth in the Bank's budget.  However,  for the 2000
          fiscal year, the Initial Cash Bonus Target shall be break-even for the
          last six months of the fiscal year.

               (ii) The target  financial  performance  on which the  Employee's
          Additional  Cash  Bonus  will be based  (the  "Additional  Cash  Bonus
          Target")  shall  be  equal to the sum of (x) the  Initial  Cash  Bonus
          Target and (y) the product of the Initial Cash Bonus Target multiplied
          by 8 percent. However, the Additional Cash Bonus Target for 2000 shall
          be the target EBITDA of the Bank as set forth in the Bank's budget.

          c. Fringe  benefits.  During the  Employment  Term,  the Bank,  at its
     expense, shall provide to the Employee health,  disability,  life and other
     insurance  benefits.  During the  Employment  Term,  the Employee  shall be
     entitled to receive benefits under employee  benefit,  retirement,  pension
     profit-sharing,  deferred compensation,  long-term incentive, stock option,
     restricted  stock,  phantom  stock  or  other  similar  plans  that  may be
     established at the sole discretion of the Board of Directors of the Bank.





                           EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
                                   Page 4 of 8


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          d. Insurance.  The Employee shall be a beneficiary of the Bank's group
     health and disability insurance. During the period of employment, the Bank,
     at its sole  expense,  will provide the Employee  with term life  insurance
     coverage in the amount of two times the salary  identified  in Section 2(a)
     hereof.  The  policy  shall be owned by the  Employee  who  shall  have all
     incidents of ownership of the policy,  including,  without limitation,  the
     right to name the beneficiary thereof.

          e. Vacation. During each calendar year during the Employment Term, the
     Employee shall be entitled to take four weeks vacation at such times as the
     Employee  and  the  Bank  mutually  agree.  Such  agreement  shall  not  be
     unreasonably with-held.  Employees vacation shall vest according to vesting
     schedule contained in the Bank's Employee manual.

          f. Reimbursement of Expenses. The Employee shall be reimbursed for all
     items of travel, entertainment and other expense reasonably incurred by her
     on  behalf  of  the  Bank  upon   presentation  to  the  Bank  of  vouchers
     representing such items of expense. Such expenses shall include the cost of
     leasing an  automobile  for the  Employee and the cost of insurance on such
     automobile up to a maximum amount of $500 per month.

          g. Entire Compensation. The compensation provided fo.r herein, and any
     additional compensation made available to the Employee in the discretion of
     the Board of Directors  of the Bank,  is in full payment of the services to
     be rendered by the Employee to the Bank.




                            EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
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3.  Death or Total Disability of the Employee.

          a.  Death.  In the  event of the  death  of the  Employee  during  the
     Employment Term, this Agreement shall terminate effective as of the date of
     the Employee's  death, and the Bank shall not have any further  obligations
     or liability hereunder, except as set forth in Section 5 hereof.

          b. Total  Disability.  In the event of the Total  Disability,  as that
     term is defined in this  Section  3(b),  of the Employee for a period of 90
     consecutive  days during the Employment Term, the Bank shall have the right
     to terminate the Employee's  employment hereunder after such 90 consecutive
     days of Total  Disability  by giving the Employee 30 days'  written  notice
     thereof and, upon  expiration of such 30-day period,  this Agreement  shall
     terminate and the Bank shall not have any further  obligations or liability
     hereunder,  except  as set  forth in  Section  5  hereof.  The Term  "Total
     Disability",  as used in this Section 3(b), shall mean a mental,  emotional
     or physical injury,  illness or incapacity which, in the reasonable opinion
     of the Bank,  renders the Employee unable to perform the principal  duties,
     functions and responsibilities required of him hereunder.

     4. Discharge for Cause. The Bank may immediately discharge the Employee and
terminate  her  employment  hereunder for the  following  reasons:  (i) habitual
intoxication;   (ii)  drug  addiction;  (iii)  conviction  of  a  felony  during
Employment  Term;  (iv)  adjudication  as an  incompetent  or (v) the Employee's
willful  breach or habitual  neglect of her duties or  obligations  as set forth
herein. Upon receipt of such notice by the Employee, in the case of clauses (i),
(ii), (iii), and (iv) and in the





                            EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
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case of clause (v) upon the  expiration of a 30-day cure period,  this Agreement
shall terminate and the Bank shall not have any further obligations or liability
hereunder, other than as set forth in Section 5 hereof.

     5.  Obligations  of the Bank Upon  Termination.  Upon  Termination  of this
Agreement,  the Bank  shall  not  have  any  further  obligations  or  liability
hereunder, other than reimbursement of expenses pursuant to Section 2(d) hereof,
except to pay to the  Employee  the unpaid  portion,  if any, of the  Employee's
salary accrued for the period up to the date of  termination  and payable to the
Employee pursuant to Section 2(a) hereof.

     6.  Amendments.  Any  amendment  to this  Agreement  shall be made  only by
written agreement signed by the parties hereto.

     7.  Construction.  This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.

     8. Assignment.  The rights and obligations of the Bank under this Agreement
may not be  assigned  by the Bank  without  the  prior  written  consent  of the
Employee.

     9.  Notices.  All notices,  consents and other  communications  to be given
hereunder  shall be in  writing  and shall be  delivered  personally  or sent by
certified mail, return receipt requested,  postage prepaid, and addressed to the
parties at their  respective  addresses set forth in the first paragraph of this
Agreement.  Any party may from time to time change its  address for  purposes of
notices to that party by notice specifying a new address, but no change shall be
deemed to have been given until it is actually received by the party to whom the
notice is being given.




                            EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
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IN WITNESS WHEREOF, this Agreement has been executed by the Bank and by the
Employee as of the day and year first above written.


UNITED BANK OF PHILADELPHIA


By  /s/ James F. Bodine
    ------------------------------
    Co-Chairman of the Board


    /s/ Brenda Hudson-Nelson
    ------------------------------
    Brenda Hudson-Nelson







                            EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
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