EXHIBIT 10(e)




                      EVELYN F. SMALLS 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  Evelyn   Smalls  (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  President  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
                                  EVELYN SMALLS
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     1. Duties and Term.

          a. The Bank hereby  employs the  Employee to serve in the  capacity of
     President  of the Bank and, in such  capacity,  to be  responsible  for the
     day-to-day  operations and overall management of the Bank, promote the Bank
     in the  minority  community  and  with  the  public  in  general  and  such
     additional  activities as will promote the  profitability and growth of the
     Bank or as shall be assigned by the Board of  Directors.  The Employee will
     perform such other duties of a managerial  or executive  nature  consistent
     with her  title as are  from  time to time  determined  by the  Board.  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
                                  EVELYN SMALLS
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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 $135,000  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(degree)/a  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
                                  EVELYN SMALLS
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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
                                  EVELYN SMALLS
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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 for 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
                                  EVELYN SMALLS
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     3. Death or Total Disability of the Employ

          i.  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 the 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
                                  EVELYN SMALLS
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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.



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                                  EVELYN SMALLS
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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/   Evelyn Smalls
-------------------------------------
      Evelyn Smalls



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                                  EVELYN SMALLS
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