**EMPLOYMENT
      AGREEMENT**




THIS
      EMPLOYMENT AGREEMENT, effective as of October 2, 2006 (the “Effective Date”)
      between United Bank of Philadelphia, a bank organized and incorporated under
      the
      laws of the Commonwealth of Pennsylvania, with offices at 30 S. 15 th Street
      (the “Bank”) and Terrence D. Barclift (the “Executive”), who resides at 201 N.
      8 th Street,
      Unit 204; Philadelphia, Pennsylvania 19106.





**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 Senior Lending
      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 Senior Lending 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:




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        D. BARCLIFT**
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1.
            Duties
                and Term.


a.  Duties
      and Authority. The Bank
      hereby employs the Executive to serve in the capacity of Senior Vice President
      and Senior Lending 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 Senior Lending Officer,
      the Executive will be responsible for the development and management of
      commercial lending business for the Bank. He will provide oversight to the
      entire lending process with direct guidance to the relationship managers and
      the
      underwriting/credit process. In addition, the executive will develop, update
      and
      oversee the Bank’s Loan Policy to ensure sound asset quality practices are
      adhered to on an ongoing basis. His leadership will also be required in the
      Bank’s overall strategic planning process to ensure that appropriate goals and
      strategies are outlined to ensure that the loan portfolio is key to the Bank
      achieving and sustaining profitability.




b.  Devotion
      to Duties. During
      the term of this Agreement, the Executive will devote substantially all of
      his
      skill, knowledge and working time to the conscientious performance of his
      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 September 30, 2008
      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






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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.”




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 $110,000 payable in equal
      bi-weekly installments or as the parties otherwise agree. Executive Management
      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
      specifics of the bonus/incentive program is being developed and will be attached
      to this Agreement as Addendum A.




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 his
      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 his
      Base
      Salary.




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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 him 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 him hereunder.




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4.  Discharge
      for Cause .
      The
      Bank may immediately discharge the Executive and terminate his 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 his 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 his
      duties; (iv) the continual and willful failure to perform his duties after
      being
      given a 30-day written notice thereof and a reasonable opportunity to be heard
      and improve; or (v) his 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.




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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 his, rights or obligations without the prior written
      consent of the other.




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.




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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 23rd day of August, 2006.





**UNITED
                BANK OF PHILADELPHIA**BY:
                /s/ Evelyn F. SmallsPresident
                and Chief Executive Officer/s/
                L. Armstead EdwardsChairman
                of the Board/s/
                Terrence D. BarcliftTerrence
                D. Barclift


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