Exhibit 10(f)

                  Brenda Hudson-Nelson's Employment Agreement,
                             dated November 1, 2004


<PAGE>
                                                                   Exhibit 10(f)


                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT, effective as of November 1, 2004 (the "Effective
Date") 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 "Executive"), who resides at ________________________________ .


                                  WITNESSETH:

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

     WHEREAS,  the Executive is currently  serving as Senior Vice  President and
Chief Financial Officer of the Bank; and

     WHEREAS,  the  Bank  desires  to  continue  to  have  the  benefits  of the
Executive's  services as Senior Vice President and Chief  Financial  Officer and
the Executive desires to continue to serve in such capacity for the Bank;

     WHEREAS, the parties desire to enter into this Employment Agreement setting
forth the terms and conditions of the employment  relationship  between the Bank
and the Executive;

     NOW,  THEREFORE,  in consideration  of the mutual  agreements and covenants
contained herein the Bank and the Executive,  each intending to be legally bound
hereby, agree as follows:



                           EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
                                   Page 1 of 7
<PAGE>



     1. Duties and Term.

          a. Duties and Authority. The Bank hereby employs the Executive to
     serve in the capacity of Senior Vice President and Chief Financial Officer
     of the Bank and the Executive agrees to continue in employment in such
     capacity with the Bank from the Effective Date hereof through the term of
     this Agreement. As Senior Vice President and Chief Financial Officer, the
     Executive shall be responsible for financial and operational matters of the
     Bank and perform such additional duties of a managerial or executive nature
     consistent with her title as will promote the profitability and growth of
     the Bank or as the President and Chief Executive Officer or the Board of
     Directors of the Bank (the "Board") may from time to time reasonably
     direct.

          b. Devotion to Duties. During the term of this Agreement, the
     Executive will devote substantially all of her skill, knowledge and working
     time to the conscientious performance of her duties, except for vacation
     time in accordance with the Employer's vacation policies and Section 2(e),
     absence for sickness or similar disability in accordance with the
     Employer's paid time off policies, and authorized leaves of absence. To the
     extent that it does not significantly interfere with the performance of the
     Executive's duties hereunder, it shall not be a violation of this Agreement
     for the Executive to (i) serve on corporate, civic or charitable boards or
     committees, if and to the extent approved by the Board, and (ii) manage
     personal investments.

          c. Term of Agreement. The term of the Executive's employment under
     this Agreement shall commence upon the Effective Date of this Agreement and
     shall continue until October 31, 2007, unless the employment of the
     Executive is sooner terminated pursuant to Section 3, 4, or 5 of this
     Agreement. The term of this Agreement shall be extended upon agreement of
     the parties at any time prior to the expiration date. The period during
     which the Executive is employed pursuant to this Agreement shall be
     referred to as the "Employment Term."


                           EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
                                   Page 2 of 7

<PAGE>

     2. Compensation.

          a. Base Salary. During the first year of the Employment Term, the Bank
     shall pay the Executive an annual base salary ("Base Salary") of $115,000
     payable in equal bi-weekly installments or as the parties otherwise agree.
     The Board will review the Executive's Base Salary annually during the
     Executive's Employment Period and, at its discretion, may increase (but not
     decrease) such Base Salary from time to time based upon the performance of
     the Executive, the financial condition of the Employer, prevailing industry
     salary scales and such other factors as the Board shall consider relevant.
     Any increase in annual Base Salary shall not serve to limit or reduce any
     other obligation to the Executive under this Agreement.

          b. Annual Bonus. During each year of the Employment Term, the
     Executive shall have the opportunity to receive an annual cash bonus
     ("Annual Bonus") for each fiscal year. The target Annual Bonus potential
     each year applicable to the Executive shall be 22% of her Base Salary, and
     the maximum Annual Bonus shall not exceed 33% of her Base Salary. The
     Annual Bonus for each fiscal year shall be determined by the Board based on
     the Bank's achievement of specified financial performance targets for such
     fiscal year, which are set in advance of such fiscal year by the Board.

          c. Employee Benefit Plans. During the Employment Term, the Executive
     shall be entitled to participate in all retirement, health and other
     welfare plans maintained by the Bank, as they may be established or amended
     from time to time, at levels commensurate with her then current period of
     service, compensation, and position.

          d. Life Insurance. The Bank shall provide term life insurance on the
     life of the Executive payable to the beneficiary designated by the
     Executive in an amount equal to two times her Base Salary.


                           EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
                                   Page 3 of 7

<PAGE>

          e. Vacation. The Executive shall be entitled to four (4) weeks of
     vacation per year, which shall be taken at such time or times as the
     Executive and the Bank reasonably agree.

          f. Reimbursement of Expenses. The Bank shall reimburse the Executive
     for all items of travel, entertainment and other expense reasonably
     incurred by her on behalf of the Bank upon presentation to the Bank of
     appropriate documentation reflecting such items of expense.

          g. Automobile Allowance. The Bank shall reimburse the Executive for
     the cost of leasing an automobile and the cost of insurance on such
     automobile up to a maximum amount of $500 per month.

     3. Death or Total Disability of the Executive.

          a. Death. In the event of the death of the Executive during the
     Employment Term, this Agreement shall terminate effective as of the date of
     the Executive'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 Executive for a period of 90
     consecutive days during the Employment Term, the Bank shall have the right
     to terminate the Executive's employment hereunder after such 90 consecutive
     days of Total Disability by giving the Executive 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 Executive unable to perform the principal duties,
     functions and responsibilities required of her hereunder.


                           EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
                                   Page 4 of 7
<PAGE>


     4. Discharge for Cause. The Bank may immediately discharge the Executive
and terminate her employment hereunder for the following reasons: (i) conviction
for commission of any felony, or an equivalent offense involving dishonesty with
respect to the Bank, during the Employment Term; (ii) the willful engaging by
the Executive in conduct or willfully failing to act in accordance with her
duties, which is demonstrably and materially injurious to the Bank, whether
monetarily or otherwise, including acts and omissions that constitute gross
negligence; (iii) the Executive's commission of an act of material dishonesty or
fraud in her duties; (iv) the continual and willful failure to perform her
duties after being given a 30-day written notice thereof and a reasonable
opportunity to be heard and improve; or (v) her breach of any fiduciary duty
owing to the Bank. No act or failure to act by an Executive shall be considered
"willful" unless done or not done by the Executive in bad faith and without
reasonable belief that the Executive's action or omission was in the best
interest of the Bank. Upon discharge by the Bank in accordance with this Section
4, 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. Termination of this Agreement for Reasons Other than Discharge for
Cause.

          a. General. Except as otherwise provided in Section 5(b), upon
     termination of this Agreement, all obligations of the Bank and the
     Executive shall immediately cease; provided, however, the Bank shall pay
     the Executive the unpaid portion, if any, of the Executive's Base Salary
     accrued for the period up to the date of termination and payable to the
     Executive pursuant to Section 2(a) hereof, and all vested, nonforfeitable
     amounts owing and accrued at the date of termination under any compensation
     or benefit plan, program, or arrangements in which the Executive
     theretofore participated, under the terms and conditions of such plans,
     programs, and arrangements.


                           EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
                                   Page 5 of 7
<PAGE>


          b. Discharge by the Bank Other than For Cause. In addition to any
     amounts due the Executive under Section 5(a), if the Bank discharges the
     Executive other than for "cause" as described in Section 4, the Bank shall
     make a cash payment to the Executive in the amount of her annual Base
     Salary at the time of discharge, payable in equal monthly installments for
     a period of 12 months, beginning on the date of termination.

     6. Amendments. No provisions of the Agreement may be modified, waived, or
discharged unless such modification, waiver or discharge is approved by the
Board or a person authorized thereby and is agreed to in writing by the
Executive and such officer as may be specifically designated by the Board. No
waiver by any party hereto at any time of any breach by any other party hereto
of, or in compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No
waiver of any provision of this Agreement shall be implied from any course of
dealing between or among the parties hereto or from any failure by any party
hereto to assert its rights hereunder on any occasion or series of occasions.

     7. Severability. In the event that any one or more of the provisions of
this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.

     8. Construction. This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania, without regard to
conflicts of law principles, except as insofar as federal law may be applicable.

     9. Assignment. This Agreement is personal to each of the parties. Neither
party may assign or delegate any of its, or her, rights or obligations without
the prior written consent of the other.


                           EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
                                   Page 6 of 7

<PAGE>


     10. 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.

     11. Entire Agreement. Except as otherwise expressly provided herein, this
Agreement constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof, and all promises, representations, understandings,
arrangements and prior agreements relating to such subject matter (including
those made to or with the Executive by any other person or entity) are merged
herein and superseded hereby.



     IN WITNESS WHEREOF, this Agreement has been executed by the Bank and by the
Executive this ___________ day of ________________, 2004.



                                    UNITED BANK OF PHILADELPHIA



                                BY:
                                   -------------------------------------------
                                   Chairman of the Board



                                   -------------------------------------------
                                   Brenda Hudson-Nelson






                           EMPLOYMENT AGREEMENT WITH
                              BRENDA HUDSON-NELSON
                                   Page 7 of 7