EXHIBIT 10.1
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                              EMPLOYMENT AGREEMENT
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         THIS  AGREEMENT   entered  into  this  11th  day  of  September,   1997
("Effective  Date"), by and between Amsterdam Federal Bank (the "Bank") and John
M. Lisicki (the "Employee").

         WHEREAS,  the  Employee  has  heretofore  been  employed by the Bank as
President  & Chief  Executive  Officer and is  experienced  in all phases of the
business of the Bank; and

         WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship of the Bank and the Employee.

         NOW, THEREFORE, it is AGREED as follows:

         1.  Employment.  The  Employee  is  employed  in  the  capacity  as the
President & Chief Executive  Officer of the Bank. The Employee shall render such
administrative  and  management  services  to the Bank and any parent or HOLDING
COMPANY or subsidiary as are currently rendered and as are customarily performed
by persons  situated in a similar  executive  capacity.  The Employee shall also
promote,  by entertainment or otherwise,  as and to the extent permitted by law,
the business of the Bank and Parent.  The Employee's  other duties shall be such
as the Board of Directors for the Bank may from time to time reasonably  direct,
including normal duties as an officer of the Bank.

         2. Base  Compensation.  The Bank agrees to pay the Employee  during the
term of this  Agreement a salary at the rate of $150,000  per annum,  payable in
cash not less  frequently than monthly;  provided,  that the rate of such salary
shall be reviewed by the Board of Directors  not less often than  annually,  and
Employee shall be entitled to receive annually an increase at such percentage or
in such an amount as the Board of Directors in its sole discretion may decide at
such time.

         3.  Discretionary  Bonus. The Employee shall be entitled to participate
in an equitable manner with all other senior management employees of the Bank in
discretionary  bonuses  that may be  authorized  and  declared  by the  Board of
Directors  to its  senior  management  employees  from  time to  time.  No other
compensation provided for in this Agreement shall be deemed a substitute for the
Employee's  right  to  participate  in such  discretionary  bonuses  when and as
declared by the Board of Directors.

         Further,  the  Employee  shall be  entitled to receive the benefit of a
Deferred  Compensation  Agreement  previously  entered into between Employee and
Bank, dated November 26, 1993, under the terms outlined in that agreement.

         4. (a) The Employee shall be entitled to participate in any plan of the
Bank  relating to pension,  profit-sharing,  or other  retirement  benefits  and
medical coverage or reimbursement plans


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that  the  Bank  may  adopt  for the  benefit  of its  employees.  Additionally,
Employee's  dependent  family  shall be eligible to  participate  in medical and
dental  insurance  plans  sponsored  by the Bank or Parent with the cost of such
premiums paid by the Bank.

                  (b)  Employee  Benefits;   Expenses.  The  Employee  shall  be
eligible  to  participate  in any  fringe  benefits  which may be or may  become
applicable  to the Bank's  senior  management  employees,  including by example,
participation  in any stock  option or incentive  plans  adopted by the Board of
directors of Bank or Parent, club memberships, a reasonable expense account, use
of a company owned  automobile,  and any other benefits  which are  commensurate
with the  responsibilities  and functions to be performed by the Employee  under
this  Agreement.   The  Bank  shall   reimburse   Employee  for  all  reasonable
out-of-pocket expenses which Employee shall incur in connection with his service
for the Bank.

         5. Term. The term of employment of Employee under this Agreement  shall
be for the period  commencing of the Effective Date and ending  thirty-six  (36)
months (not to exceed thirty-six (36) months) thereafter.  Additionally, on each
annual  anniversary  date from the Effective Date, the term of employment  under
this  Agreement  shall be extended for an additional  one year period beyond the
then effective  expiration date upon a determination and resolution of the Board
of Directors that the performance of the Employee has met the  requirements  and
standards of the Board, and that the term of such Agreement shall be extended.

         6.       Loyalty; Noncompetition.

         (a) The  Employee  shall  devote  his full  time and  attention  to the
performance  of  this  employment  under  this  Agreement.  During  the  term of
Employee's employment under this Agreement, the Employee shall not engage in any
business  or  activity  contrary to the  business  or  interests  of the Bank or
Parent.

         (b) Nothing contained in this Paragraph 6 shall be deemed to prevent or
limit the right of Employee to invest in the capital  stock or other  securities
of any  business  dissimilar  from that of the Bank or parent,  or,  solely as a
passive or minority investor, in any business.

         7.  Standards.  The  Employee  shall  perform  his  duties  under  this
Agreement in accordance  with such  reasonable  standards  expected of employees
with comparable  positions in comparable  organization and as may be established
from time to time by the Board of Directors.

         8. Vacation and Sick Leave.  At such  reasonable  times as the Board of
Directors  shall in its  discretion  permit,  the  Employee  shall be  entitled,
without loss of pay, to absent himself  voluntarily  from the performance of his
employment under this

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Agreement,  with all such voluntary absences to count as vacation time; provided
that:

         (a) The  Employee  shall  be  entitled  to  annual  vacation  leave  in
accordance  with the policies as are  periodically  established  by the Board of
Directors  for senior  management  employees  of the Bank,  which in the case of
Employee shall be a minimum of four weeks.

         (b) The  Employee  shall not be  entitled  to  receive  any  additional
compensation  from the Bank on account of his failure to take vacation leave and
Employee  shall not be entitled to  accumulate  unused  vacation from one fiscal
year to the next, except in either case to the extent authorized by the Board of
Directors for senior management employees of the Bank.

         (c) In addition to the aforesaid paid vacations,  the Employee shall be
entitled without loss of pay, to absent himself voluntarily from the performance
of his employment with the Bank for such additional periods of time and for such
valid and  legitimate  reasons as the Board of Directors in its  discretion  may
determine.  Further,  the Board of  Directors  shall be entitled to grant to the
Employee a leave or leaves of absence  with or without pay at such time or times
and upon such terms and  conditions as the Board of Directors in its  discretion
may determine.

         (d) In addition, the Employee shall be entitled to an annual sick leave
benefit as established by the Board of Directors for senior management employees
of the Bank.  In the event that any sick leave  benefit shall not have been used
during any year, such leave shall accrue to subsequent  years only to the extent
authorized by the Board of Directors for employees of the Bank.

         9.       Termination and Termination Pay.

         The Employee's employment under this Agreement shall be terminated upon
any of the following occurrences:

         (a) The death of the  Employee  during the term of this  Agreement,  in
which event the Employee's  estate shall be entitled to receive the compensation
due the Employee  through the last day of the calendar month in which Employee's
death shall have occurred, and for three months thereafter.

         (b) The Board of Directors may terminate the  Employee's  employment at
any time, but any termination by the Board of Directors  other than  termination
for Just Cause,  shall not prejudice the  Employee's  right to  compensation  or
other benefits under the Agreement.  The Employee shall have no right to receive
compensation or other benefits for any period after  termination for Just Cause.
Termination for "Just Cause" shall include termination because of the Employee's
personal dishonesty,  incompetence, willful misconduct, breach of fiduciary duty
involving personal

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profit,  intentional failure to perform stated duties,  willful violation of any
law, rule or regulation  (other than traffic  violations or similar offenses) or
final  cease-and-desist  order,  or  material  breach  of any  provision  of the
Agreement.

         (c) Except as  provided  pursuant  to  Section 12 herein,  in the event
Employee's  employment  under  this  Agreement  is  terminated  by the  Board of
Directors without Just Cause, the Bank shall be obligated to continue to pay the
Employee  the salary  provided  pursuant to Section 2 herein,  up to the date of
termination  of the term  (including any renewal term) of this Agreement and the
cost of Employee  obtaining all health,  life,  disability,  and other  benefits
which the Employee  would be eligible to  participate in through such date based
upon the benefit levels  substantially equal to those being provided Employee at
the date of termination of employment.

         (d) If the  Employee  is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance  Act ("FDIA") (12
U.S.C.  1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.

         (e) If the Bank is in default (as  defined in Section  3(x)(1) of FDIA)
all obligations  under this Agreement shall terminate as of the date of default,
but this  paragraph  shall not  affect  any  vested  rights  of the  contracting
parties.

         (f) All obligations under this Agreement shall be terminated, except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation  of the Bank:  (i) by the  Director of the Office of Thrift
Supervision  ("Director of OTS"),  or his or her designee,  at the time that the
Federal  Deposit  Insurance   Corporation   ("FDIC")  or  the  Resolution  Trust
Corporation  enters into an agreement to provide  assistance  to or on behalf of
the Bank under the authority  contained in Section 13(c) of FDIA; or (ii) by the
Director of the OTS, or his or her  designee,  at the time that the  Director of
the OTS,  or his or her  designee  approves  a  supervisory  merger  to  resolve
problems  related to operation of the Bank or when the Bank is determined by the
Director of the OTS to be in an unsafe or unsound  condition.  Any rights of the
parties that have already vested, however, shall not be affected by such action.

         (g) The voluntary  termination by the Employee  during the term of this
Agreement  with the delivery of no less than 60 days written notice to the Board
of Directors,  other than pursuant to Section 12(b),  in which case the Employee
shall be entitled  to receive  only the  compensation,  vested  rights,  and all
employee benefits up to the date of such termination.


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         (h) Notwithstanding  anything herein to the contrary, any payments made
to the Employee pursuant to the Agreement, or otherwise, shall be subject to and
conditioned   upon  compliance  with  12  USC  ss.1828(k)  and  any  regulations
promulgated thereunder.

         10.  Suspension  of  Employment . If the  Employee is suspended  and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e)(3)  or (g)(1)  of the FDIA (12  U.S.C.
1818(e)(3)  and (g)(1)),  the Bank's  obligations  under the Agreement  shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are dismissed, the Bank shall, (i) pay the Employee
all or part of the  compensation  withheld while its contract  obligations  were
suspended and (ii) reinstate any of its obligations which were suspended.

         11. Disability.  If the Employee shall become disabled or incapacitated
to the extent  that he is unable to perform his duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of  Directors,  Employee  shall  nevertheless  continue  to
receive the compensation and benefits provided under the terms of this Agreement
as follows:  100% of such  compensation  and benefits for a period of 12 months,
but not exceeding the remaining  term of the  Agreement,  and 65% thereafter for
the remainder of the term of the Agreement.  Such benefits noted herein shall be
reduced by any benefits  otherwise  provided to the Employee  during such period
under the  provisions  of  disability  insurance  coverage  in  effect  for Bank
employees.  Thereafter,  Employee shall be eligible to receive benefits provided
by the Bank under the provisions of disability  insurance coverage in effect for
Bank employees.  Upon returning to active full-time  employment,  the Employee's
full  compensation  as set forth in the Agreement  shall be reinstated as of the
date of commencement of such activities.  In the event that the Employee returns
to active  employment on other than a full-time basis, then his compensation (as
set forth in Paragraph 2 of this  Agreement)  shall be reduced in  proportion to
the time spent in said  employment,  or as shall  otherwise  be agreed to by the
parties.

         12.      Change in Control.

         (a) Notwithstanding any provision herein to the contrary,  in the event
of the involuntary  termination of Employee's  employment  under this Agreement,
absent Just Cause, in connection  with, or within twelve (12) months after,  any
change in control of the Bank or Parent,  Employee shall be paid an amount equal
to the product of 2.99 times the Employee's  "base amount" as defined in Section
280G(b)(3)  of the Internal  Revenue  Code of 1986,  as amended (the "Code") and
regulations  promulgated  thereunder.  Said sum shall be paid,  at the option of
Employee, either in one (1) lump sum within thirty (30) days of such termination
discounted  to the present  value of such payment using as the discount rate the
"prime rate"

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as published in the Wall Street Journal  Eastern  Edition as of the date of such
payment,  or in periodic  payments over the next 36 months or the remaining term
of this  Agreement  whichever is less, as if Employee's  employment had not been
terminated,  and such  payments  shall be in lieu of any other  future  payments
which the Employee  would be otherwise  entitled to receive  under  Section 9 of
this Agreement.  Notwithstanding the forgoing,  all sums payable hereunder shall
be  reduced  in such  manner and to such  extent so that no such  payments  made
hereunder when  aggregated with all other payments to be made to the Employee by
the  Bank or the  Parent  shall be  deemed  an  "excess  parachute  payment"  in
accordance  with  Section  280G of the Code and be  subject  to the  excise  tax
provided at Section  4999(a) of the Code. The term "control"  shall refer to the
ownership,  holding  or power to vote  more than 25% of the  Parent's  or Bank's
voting  stock,  the control of the  election  of a majority  of the  Parent's or
Bank's directors, or the exercise of a controlling influence over the management
or policies of the Parent or Bank by any person or by persons  acting as a group
within the meaning of Section 13(d) of the Securities  Exchange Act of 1934. The
term "person"  means an individual  other than the Employee,  or a  corporation,
partnership,   trust,   association,   joint  venture,  pool,  syndicate,   sole
proprietorship,  unincorporated  organization  or any other  form of entity  not
specifically listed herein.

         (b)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary,  Employee may voluntary  terminate his employment under this Agreement
within  twelve (12) months  following a change in control of the Bank or Parent,
and Employee  shall  thereupon  be entitled to receive the payment  described in
Section 12(a) of this Agreement, upon the occurrence, or within ninety (90) days
thereafter,  of any of the following events, which have not been consented to in
advance by the  Employee in writing:  (i) if Employee  would be required to move
his personal  residence or perform his principal  executive  functions more than
thirty-five  (35) miles from the Employee's  primary office as of the signing of
this Agreement;  (ii) if in the organizational  structure of the Bank or Parent,
Employee would be required to report to a person or persons other than the Board
of the Bank or  Parent;  (iii) if the Bank or  Parent  should  fail to  maintain
Employee's  base  compensation in effect as of the date of the Change in Control
and the existing  employee  benefits plans,  including  material fringe benefit,
stock option and retirement plans; (iv) if Employee would be assigned duties and
responsibilities  other than those  normally  associated  with his  position  as
referenced  at  Section  1,  herein;  (v) if  Employee  would not be  elected or
reelected  to the  Board  of  Directors  of the  Bank;  or  (vi)  if  Employee's
responsibilities  or authority  have in any way been  materially  diminished  or
reduced.

         (c) Arbitration. Any controversy or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Bank ("AAA")  nearest to the home office of the Bank,  and judgment
upon the award rendered

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may be entered in any court  having  jurisdiction  hereof,  except to the extent
that the parties may otherwise reach a mutual settlement of such issue. The Bank
shall incur the cost of all fees and expenses  associated  with filing a request
for arbitration  with the AAA, whether such filing is made on behalf of the Bank
or the Employee, and the costs and administrative fees associated with employing
the arbitrator and related administrative expenses assessed by the AAA. The Bank
shall  reimburse  Employee  for all costs  and  expenses,  including  reasonable
attorney's   fees,   arising  from  such   dispute,   proceedings   or  actions,
notwithstanding  the ultimate  outcome  thereof,  following  the delivery of the
decision  of the  arbitrator  or  upon  delivery  of  other  legal  judgment  or
settlement of the matter.  Such reimbursement shall be paid within ten (10) days
of Employee furnishing to the Bank or Parent evidence, which may be in the form,
among other  things,  of a canceled  check or receipt,  of any costs or expenses
incurred by the Employee.  Any such request for  reimbursement by Employee shall
be made no more frequently than at sixty (60) day intervals.

         13.      Successors and Assigns.

         (a) This  Agreement  shall inure to the benefit of and be binding  upon
any  corporate or other  successor  of the Bank or Parent  which shall  acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Bank or Parent.

         (b) Since the Bank is contracting for the unique and personal skills of
the Employee,  the Employee  shall be precluded from assigning or delegating his
rights or duties  hereunder  without first  obtaining the written consent of the
Bank.

         14.  Amendments.  No amendments or additions to this Agreement shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

         15.  Applicable  Law. This agreement  shall be governed by all respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of New York,  except to the extent  that  Federal law shall be
deemed to apply.

         16.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         17. Entire Agreement. This Agreement together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.


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