EMPLOYMENT AGREEMENT

       THIS EMPLOYMENT AGREEMENT made as of this 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
                                   Page 1 of 8

<PAGE>



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
                                   Page 2 of 8

<PAGE>



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% 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
                                   Page 3 of 8

<PAGE>



               (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
                                   Page 4 of 8

<PAGE>


     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.

3.   Death or Total Disability of the Employee.
     ------------------------------------------

          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 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.

     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:
                                                    --------------------------
                                                    Co-Chairman of the Board






                                                    -------------------------
                                                    Evelyn Smalls


                            EMPLOYMENT AGREEMENT WITH
                                  EVELYN SMALLS
                                   Page 5 of 8