JOINT MARKETING AND REFERRAL AGREEMENT

     THIS JOINT MARKETING AND REFERRAL AGREEMENT, is made and entered into as of
the 1 day of July 2005,  by and between First  National  Bank of Chester  County
("First  National"),  First National Wealth Advisory Services  ("FNWAS") and The
Elite Group, LLC ("Elite Group").

                                   WITNESSETH:

     WHEREAS,  First National is a national banking association chartered by the
Office of the Comptroller of the Currency;

     WHEREAS,  FNWAS  is a  wholly-owned  subsidiary  of First  National  and is
licensed as a corporate producer under the insurance laws of Pennsylvania;

     WHEREAS, Elite Group is a Pennsylvania limited liability company,  licensed
as a corporate  producer under the insurance laws of Pennsylvania,  and provides
human  resource  and  insurance  products  and  services to  small-to-mid  sized
companies;

     WHEREAS,  First National has clients who are  small-to-mid  sized companies
who may be in need of human resource and insurance products and services;

     WHEREAS,  First  National  and Elite Group  desire to jointly  market their
respective products and services to select First National clients,  and to share
the expenses of such marketing;

     WHEREAS, Elite Group desires that First National will refer clients in need
of human resource and insurance products and services to Elite Group;

     WHEREAS,  Elite  Group is  willing to  compensate  First  National  for the
referral of such clients to Elite Group; and

     WHEREAS,  First  National and Elite Group are entering into this  Agreement
for the purpose of setting forth terms and conditions of their agreement.

     NOW THEREFORE,  in  consideration of good and valuable  consideration,  the
adequacy and sufficiency of which are hereby  acknowledged,  and intending to be
legally bound hereby, the parties do hereby agree as follows:

     1. Joint Marketing and Referral of Clients. First National, FNWAS and Elite
Group shall conduct periodic  marketing forums to select First National clients,
at times and  locations to be  determined  by the parties.  Each First  National
client who from time to time  purchases any of the human  resource and insurance
products or services  offered by Elite Group,  including those  Commission Based
Services  and Fee Based  Products  and  Services set forth on Exhibit A attached
hereto,  at or following any marketing forum conducted by the parties,  shall be
referred to in this  Agreement  as a "Referred  Client".  Except as set forth in
Section 2 below,  all right,  title and  interest,  in and to the  revenues  and
profits relating to the Referred Clients (whether original or renewal), shall be
the sole property of Elite Group.

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     2. Fees and Payment.

          (a) So long as FNWAS maintains the requisite state insurance  licenses
     and in  accordance  with the  termination  provisions  set forth in Section
     6(c), Elite Group shall pay referral fees (the "Commission  Based Fees") to
     FNWAS  for each  Referred  Client  purchasing  Commission  Based  Services,
     including those set forth on Exhibit A. The amount of the Commission  Based
     Fees shall equal a percentage of the total commissions Elite Group receives
     from the Referred Client for such Commission  Based Services,  as set forth
     on Exhibit B attached hereto.

          (b) Elite  Group  shall pay  referral  fees (the "Fee  Based  Referral
     Fees") to First  National for each  Referred  Client  purchasing  Fee Based
     Products and Services,  including  those set forth on Exhibit A. The amount
     of the Fee Based  Referral  Fees shall equal a percentage of the total fees
     Elite Group receives from the Referred  Client for such Fee Based Products,
     as set forth on Exhibit B.

          (c) Elite Group shall pay all  Commission  Based Fees to FNWAS and all
     Fee Based  Referral  Fees to First  National not later than (30) days after
     receipt of the  commissions  and/or fees by Elite  Group from the  Referred
     Clients.  The  Commission  Based Fees and the Fee Based  Referral  Fees are
     collectively referred to as the "Fees".

          (d) Elite  Group  shall pay to First  National  on demand a portion of
     First  National's  out-of-pocket  costs to  conduct  the  marketing  forums
     (including  but not  limited  to,  the  costs  for  advertising,  printing,
     supplies,  facility fees, and food and beverage  cost),  such portion to be
     agreed upon by the parties prior to each such forum.

     3. Representations and Warranties.

          (a)  Each  of  First  National  and  FNWAS  represents,  warrants  and
     covenants  to Elite Group that (i) it has the right and  authority to enter
     into and fully  perform  this  Agreement in  accordance  with the terms and
     conditions hereof; and (ii) the execution, delivery and performance of this
     Agreement  does not and will not  violate  or cause a breach  of any  other
     agreements or  obligations  to which it is a party or by which it is bound,
     and no approval or other action by any governmental authority, or any other
     individual or entity, is required in connection herewith.

          (b) Elite Group  represents,  warrants and covenants to First National
     and FNWAS that (i) it has the right and  authority  to enter into and fully
     perform this Agreement in accordance with the terms and conditions  hereof;
     and (ii) the execution, delivery and performance of this Agreement does not
     and  will  not  violate  or  cause a  breach  of any  other  agreements  or
     obligations to which it is a party or by which it is bound, and no approval
     or other action by any governmental  authority,  or any other individual or
     entity, is required in connection herewith.

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<PAGE>

     4.  Limitation of Liability.  EXCLUSIVE OF LIABILITY UNDER SECTION 6 BELOW,
IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON,  FOR
ANY INDIRECT,  INCIDENTAL,  CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF
PROFIT OR GOODWILL,  FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ITS  SUBJECT  MATTER,  WHETHER  SUCH  LIABILITY  IS  ASSERTED ON THE BASIS OF
CONTRACT,  TORT  OR  OTHERWISE  EVEN IF  SUCH  PARTY  HAS  BEEN  ADVISED  OF THE
POSSIBILITY OF SUCH DAMAGES.  EACH OF THE PARTY'S RESPECTIVE TOTAL LIABILITY FOR
DAMAGES  SHALL BE LIMITED  TO THE  AMOUNT OF THE TOTAL  FEES DUE FIRST  NATIONAL
HEREUNDER AT THE TIME OF THE DISPUTE.

     5. Mutual  Indemnification.  Each party will at all times  (notwithstanding
the expiration or termination of this Agreement) indemnify and hold harmless the
other party,  their parent  corporations  and  affiliates  and their  respective
officers, directors, shareholders,  members, employees and representatives,  and
the successors and assigns of any of them, from and against,  and reimburse them
for, all claims,  damages,  costs and expenses,  including,  without limitation,
interest,  penalties,  court costs and reasonable  attorneys' fees and expenses,
arising out of or resulting from (i) any breach of any representation,  warranty
or covenant  made by the  indemnifying  party  herein,  or (ii) any negligent or
willful  act or  omission  by the  indemnifying  party  in  connection  with the
performance of its obligations hereunder.

     6. Term; Termination of Agreement.

          (a) This Agreement shall continue in effect until terminated by either
     party hereto upon sixty (60) days prior written notice to the other party.

          (b) If a party hereto fails to perform any of its material obligations
     under this  Agreement,  or (b) is otherwise in material  default under this
     Agreement,  and fails to cure,  or  commence  the cure of such  failure  or
     default within  fifteen (15) days after receipt of written notice  thereof,
     then the  non-breaching  party may, in its sole discretion,  terminate this
     Agreement without further notice of any kind.

          (c) If this  Agreement  is  terminated  as provided in this Section 6,
     then Elite Group shall  immediately pay to First National and FNWAS, as the
     case may be, the Fees owing under this  Agreement  that have  accrued up to
     the date of  termination  and are unpaid,  and  thereafter,  so long as any
     Commission Based Services remain in force,  Elite Group shall pay to FNWAS,
     the  Commission  Based  Fees,  and, so long as any Fee Based  Products  and
     Services continue to be provided by Elite Group to Referred Clients,  Elite
     Group shall pay to First  National  the Fee Based  Referral  Fees until the
     earlier of 12 months after  termination of this Agreement or the renewal of
     the Referred Client's account.

          (d) The  provisions  of  Sections  2, 3, 4,  and 7 shall  survive  the
                                   --------
     termination of this Agreement.

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<PAGE>

     7. Confidentiality; Privacy.

          (a) First  National,  FNWAS and Elite Group will keep the existence of
     this  Agreement  in  confidence;  and  will  not  discuss  the  transaction
     contemplated  by this  Agreement  with any person or entity,  except  their
     respective accountants, attorneys, agents and advisors.

          (b)  If  a  party  prepares  standard  written  materials  for  public
     distribution  that  describes  or  mentions  the  other  party,  the  party
     preparing  the  materials  will provide the other party with copies of such
     materials  prior to their use. No marketing  materials  or press  releases,
     concerning  the   transactions   described  in  this  Agreement   shall  be
     disseminated  unless both parties have approved such marketing materials or
     press releases.


          (c) First  National,  FNWAS and Elite  Group  agree to comply with all
     applicable  privacy  laws and  regulations  with  respect to the  nonpublic
     personal  information of the Referred  Clients or their  employees,  as the
     case may be ("NPI"). Elite Group agrees not to share the NPI with any other
     person or entity, except as permitted by federal law, specifically, Title V
     of the  Gramm-Leach-Bliley  Act of 1999, without the prior written approval
     of (a) First  National,  or (b) the Referred  Client.  Elite Group  further
     agrees to  maintain  the  security of the NPI and  restrict  access of such
     information  to  persons  who  need to know  that  information  in order to
     provide the human resource and insurance services contemplated hereunder.

     8. Relationship.  Neither this Agreement, nor the transactions contemplated
hereunder,  shall in any respect be  interpreted,  deemed or  construed  to make
First  National,  FNWAS and Elite  Group  partners or joint  venturers  with one
another or to create or constitute any partnership,  joint venture,  association
or other such relationship between First National or FNWAS and Elite Group.

     9.  Non-Exclusivity.  First  National,  FNWAS and Elite  Group  agree  that
nothing in this  Agreement  shall  create an  exclusive  marketing  and referral
arrangement between First National or FNWAS and Elite Group.

     10. Amendment. This Agreement may be amended, altered or modified only by a
writing signed by the parties hereto.

     11. Notices.

          (a) All notices, requests, demands and other communications hereunder,
     shall be in writing and shall be (i)  delivered by hand,  or (ii) mailed by
     registered  or certified  mail,  returned  receipt  requested,  first class
     postage prepaid,  or (iii) delivered by prepaid cable,  telex or facsimile,
     addressed as provided in this Section.

          (b) Notice to First National or FNWAS shall be addressed as follows:

                           First National Bank of Chester County
                           Attn: Thomas A. Imler
                           Senior Business Development Officer
                           17 E. Market Street
                           P.O. Box 3105 West Chester, PA 19381 Facsimile:
                           _______________

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<PAGE>

          (c) Notice to Elite Group shall be addressed as follows:

                           The Elite Group, LLC
                           Attention: Matthew S. Naylor
                           ---------------------
                           191 Sheree Boulevard
                           Suite 200
                           Exton, Pennsylvania 19341
                           Facsimile:  610-280-4297

          (d) If delivered by hand or by cable, telex or facsimile,  the date on
     which a notice, request,  instruction or document is delivered shall be the
     date on which such  delivery is made.  If  delivered  by mail,  the date on
     which such notice,  request,  instruction  or document is received shall be
     the date of delivery.

          (e) Any party  hereto may change its  address  specified  for  notices
     hereby designating a new address by notice in accordance with this Section.

     12. Nonwaiver of Default.  Any failure by any party hereto,  at any time or
from time to time,  to enforce and require the  performance  of any of the terms
and conditions of this Agreement shall not constitute a waiver of any such terms
or conditions at any future time and shall not prevent such party from insisting
on the performance of such terms and conditions at any later time.

     13. Binding  Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legal representatives,
executors, administrators, successors and assigns.

     14. Headings. The section headings in this Agreement are inserted solely as
a matter of convenience and for reference and are not a part of this Agreement.

     15.  Interpretation.  Should a provision of this Agreement require judicial
interpretation,  it is agreed that the judicial body  interpreting or construing
the same  shall not apply the  assumption  that the terms  hereof  shall be more
strictly  construed against one party by reason of the rule of construction that
any  instrument  is to be construed  strictly  against the party which itself or
through its agent  prepared the same, it being agreed that the agents of all the
parties have participated in the preparation hereof equally.

     16. Entire  Agreement and Effect.  This  Agreement  constitutes  the entire
agreement  among the parties  hereto with respect to the subject  matter of this
Agreement and shall supersede any prior agreements, representations, warranties,
or  communications,  whether  oral or  written,  among the  parties  hereto with
respect to the matters contained in this Agreement.

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<PAGE>

     17.  Governing  Law.  Regardless  of the  place  of  contracting,  place of
performance  or otherwise,  this  Agreement and all  amendments,  modifications,
authorizations or supplements  hereto,  and the right of the parties  hereunder,
shall be  construed  under,  and  governed  by the laws of the  Commonwealth  of
Pennsylvania, to the extent such laws are not superseded by Federal law.

     18. Counterparts.  This Agreement may be executed in two counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same agreement.

     19.  Pronouns.  All  pronouns  used herein  shall be deemed to refer to the
masculine, feminine or neuter gender as the context requires.

     IN WITNESS WHEREOF, each party hereto has executed or caused this Agreement
to be  executed  on its behalf  under  seal,  as of the day and year first above
written.

                                     First National Bank of Chester County


                                     By:    Thomas A. Imler
                                            ---------------
                                     Name: Thomas A. Imler
                                     Title: Senior Business Development Officer

                                     First National Wealth Advisory Services


                                     By:    Thomas A. Imler
                                            ---------------
                                     Name: Thomas A. Imler
                                     Title:

                                     The Elite Group, LLC


                                     By:    Matthew S. Naylor
                                            -----------------
                                     Name: Matthew S. Naylor
                                     Title:



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                                    EXHIBIT A
                                    ---------
                              PRODUCTS AND SERVICES
                              ---------------------
Commission Based Services

o        Group Medical Insurance
o        Group Life, Accident and Disability Insurance

Fee Based Products and Services

o        Group Benefits Administration
o        Payroll Services
o        Human Resource Consulting
o        Risk Management Consulting
o        Web Enabled Human Resource Management System


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<PAGE>



                                    EXHIBIT B
                                    ---------
                                      FEES
                                      ----
                                                  New          Renewal
Commission Based Services                         Business     Business
-------------------------                         --------     --------
  Medical Insurance                                 20%           12%
  Life, Accident and Disability Insurance           14%           10%


Fee Based Products and Services
-------------------------------

  To be determined by agreement of the parties.


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