CHANGE IN CONTROL AGREEMENT

     THIS AGREEMENT ("Agreement") made as of the 1st day of May,
1998, between MAIN STREET BANCORP, INC., a Pennsylvania business
corporation ("Main"), BERKS COUNTY BANK, a Pennsylvania banking
corporation (the "Bank"), and NORMAN E. HEILENMAN, an individual
(the "Executive").

                      W I T N E S S E T H:

     WHEREAS, the Executive will initially be serving as a Senior
Vice President of Main and the Bank following the consolidation
of BCB Financial Services Corporation and Heritage Bancorp, Inc.
to form Main; and

     WHEREAS, Main and the Bank consider the continued services
of the Executive to be in the best interest of Main, the Bank and
the shareholders of Main; and

     WHEREAS, Main and the Bank desire to induce the Executive to
remain in the employ of his then employer (whether it be Main or
any other company affiliated with Main (the "Employer")) on an
impartial and objective basis in the event of a transaction
pursuant to which a Change in Control (as defined in
Section 2(c)) of Main occurs.

     NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:

     1.  Term of Agreement.

          (a)  In General.  Except as otherwise provided herein,
     the term of this Agreement will be for a period commencing
     on the date of this Agreement and ending on December 31,
     2000; provided, however, that this Agreement will
     automatically be renewed on January 1, 2000 for the two-year
     period commencing on such date and ending on December 31,
     2001, unless either the Executive or his Employer gives
     written notice of nonrenewal to the other on or before
     November 1, 1999 (in which case this Agreement will continue
     in effect through December 31, 2000); and provided further,
     that if this Agreement is renewed on January 1, 2000, it
     will automatically be renewed on January 1 of each
     subsequent year (the "Annual Renewal Date") for a period
     ending two years from each Annual Renewal Date unless either
     the Executive or his Employer gives written notice to the
     other at least 60 days prior to an Annual Renewal Date (in
     which case this Agreement will continue in effect for a term
     ending one year from the Annual Renewal Date immediately
     following such notice).

          (b)  Termination for Cause.  Notwithstanding the
     provisions of Section 1(a), this Agreement will terminate
     automatically upon termination of the Executive's employment 
     <PAGE 1> by his Employer for Cause.  As used in this
     Agreement, the term "Cause" means:

               (i)  prior to a Change in Control, termination for
          any reason; and

               (ii) concurrent with or following a Change in
          Control, termination following (A) the Executive's
          conviction or plea of guilty or nolo contendere  to a
          felony, a crime of falsehood, or a crime involving
          fraud or moral turpitude, or the actual incarceration
          of the Executive for a period of 45 consecutive days,
          (B) the Executive's willful and repeated failure to
          follow the lawful instructions of his Employer after
          receipt of written notice of such instructions from an
          appropriate corporate official, other than a failure
          resulting from the Executive's incapacity because of
          physical or mental illness, or (C) a government
          regulatory agency recommends or orders in writing that
          the employment of the Executive be so terminated.

     If the Executive's employment is terminated for Cause, his
     rights under this Agreement will cease as of the effective
     date of such termination.

          (c)  Voluntary Termination, Retirement, or Death. 
     Notwithstanding the provisions of Section 1(a), this
     Agreement will terminate automatically upon the voluntary
     termination of the Executive's employment (other than in
     accordance with Section 2), his retirement or his death.  In
     any such event, the Executive's rights under this Agreement
     will cease as of the effective date of such termination;
     provided, however, that if the Executive dies after a Notice
     of Termination (as defined in Section 2(b)) is delivered by
     him in accordance with such section, the payments described
     in Section 3 will nonetheless be made to the person or
     persons determined pursuant to Section 9(b).

          (d)  Disability.  Notwithstanding the provisions of
     Section 1(a), this Agreement will terminate automatically
     upon the termination of the Executive's employment by reason
     of his Disability.  In such event, the Executive's rights
     under this Agreement will cease as of the effective date of
     such termination; provided, however, that if the Executive
     becomes disabled after a Notice of Termination is delivered
     by him in accordance with Section 2(b), he will nonetheless
     be entitled to receive the payments described in Section 3. 
     As used in this Agreement, the term "Disability" means
     incapacitation, by accident, sickness or otherwise, such
     that the Executive is rendered unable to perform the
     essential duties required of him by his then position with
     the Employer, notwithstanding reasonable accommodation, for
     a period of six consecutive months.

     2.  Termination Following a Change in Control.  <PAGE 2>

          (a)  Events Giving Right To Terminate For Good Reason. 
     If a Change in Control occurs and, concurrently therewith or
     thereafter during the term of this Agreement, an event
     constituting Good Reason also occurs with respect to the
     Executive, he may terminate his employment in accordance
     with the provisions of Section 2(b) and, thereupon, will
     become entitled to the payments described in Section 3.  As
     used in this Agreement, the term "Good Reason" means any of
     the following events:

               (i)  the involuntary termination of the Executive,
          other than an involuntary termination permitted in
          Sections 1(b) and (d);

               (ii)  a reduction in the Executive's title,
          responsibility (including reporting responsibility) or
          authority as in effect immediately prior to the Change
          in Control; provided, however, that the assignment of
          the Executive to a position with a reasonably similar
          title, responsibility and authority will not constitute
          an event of Good Reason if the Executive's actual or
          targeted compensation in such new position is not less
          than the Executive's actual and targeted compensation
          immediately prior to the Change in Control;

               (iii)  the assignment to the Executive of duties
          inconsistent with his position immediately prior to the
          Change in Control, except for an assignment of duties
          consistent with a position permitted in Clause (ii);

               (iv)  reassignment of the Executive to a principal
          office which is more than 50 miles from 601 Penn
          Street, Reading, Pennsylvania;

               (v)  a reduction in the Executive's annual base
          salary in effect immediately prior to the Change in
          Control;

               (vi)  the failure to provide the Executive with
          welfare, pension, incentive compensation, fringe and
          other benefits to which he was entitled immediately
          prior to the Change in Control, unless such failure
          occurs by reason of a reduction or change in such
          benefits for employees generally or similarly situated
          executive employees of the corporation which is the
          acquiring, resulting or successor corporation in the
          Change in Control (or an affiliate thereof); or

               (vii)  any material breach of this Agreement by
          the corporation that may be the Executive's Employer at
          the relevant time, coupled with the failure to cure the
          same within 30 days after receipt of written notice of
          such breach from the Executive.
  <PAGE 3>
          (b)  Notice of Termination.  Upon the occurrence of a
     Change in Control and an event of Good Reason, the Executive
     may, within 90 days of the occurrence of any such event,
     resign from employment by a notice in writing ("Notice of
     Termination") delivered to Main, whereupon he will become
     entitled to the payments described in Section 3.  In the
     case of a termination described in Clause (i) of
     Section 2(a), the Executive will confirm his involuntary
     termination, in writing, within 90 days of the date of such
     termination, and such confirmation will be deemed a Notice
     of Termination.

          (c)  Change in Control Defined.  As used in this
     Agreement, the term "Change in Control" means any of the
     following:

               (i)  any "person" (as such term is used in
          Sections 13(d) and 14(d)(2) of the Securities and
          Exchange Act of 1934 (the "Exchange Act")), other than
          Main, a subsidiary of Main, an employee benefit plan of
          Main or a subsidiary of Main (including a related
          trust), becomes the beneficial owner (as determined
          pursuant to Rule 13d-3 under the Exchange Act),
          directly or indirectly of securities of Main
          representing more than 20% of the combined voting power
          of Main's then outstanding securities;

               (ii)  the occurrence of, or execution of an
          agreement providing for, a sale of all or substantially
          all of the assets of Main or the Bank to an entity
          which is not a direct or indirect subsidiary of Main;

               (iii)  the occurrence of, or execution of an
          agreement providing for, a reorganization, merger,
          consolidation or similar transaction involving Main,
          unless (A) the shareholders of Main immediately prior
          to the consummation of any such transaction will
          initially own securities representing a majority of the
          voting power of the surviving or resulting corporation,
          and (B) the directors of Main immediately prior to the
          consummation of such transaction will initially
          represent a majority of the directors of the surviving
          or resulting corporation; and

               (iv)  any other event which is at any time
          irrevocably designated as a "Change in Control" for
          purposes of this Agreement by resolution adopted by a
          majority of the then non-employee directors of Main.

     3.  Rights in the Event of Certain Terminations Following
Change in Control.  In the event the Executive validly and timely
delivers a Notice of Termination to Main, he will be entitled to
receive the following payments and benefits:
  <PAGE 4>
          (a)  Basic Payments.  The Executive will be paid an
     amount equal to two times the sum of (i) the highest
     annualized base salary paid to him during the year of
     termination or the immediately preceding two calendar years,
     and (ii) the highest bonus paid to him with respect to one
     of the two calendar years immediately preceding the year of
     termination.  Such amount will be paid to the Executive in
     24 equal monthly installments (without interest), beginning
     30 days following the date of termination of employment. 
     For purposes of this subsection, to the extent necessary,
     base salary and bonuses with any predecessor of Main or an
     affiliate thereof shall be taken into account.

          (b)  Supplemental Payment in Lieu of Certain Benefits. 
     In lieu of continued pension, welfare and other benefits, a
     lump sum cash payment of $24,023 will be paid to the
     Executive within 30 days following the date of termination
     of employment.

          (c)  Excise Tax Matters in General.  In the event that
     the amounts and benefits payable under this section, when
     added to other amounts and benefits which may become payable
     to the Executive by Main and/or any affiliated company, are
     such that he becomes subject to the excise tax provisions of
     Section 4999 of the Internal Revenue Code of 1996, as
     amended (the "Code"), Main will pay him (or cause him to be
     paid) such additional amount or amounts as will result in
     his retention (after the payment of all federal, state and
     local excise, employment, and income taxes on such payments
     and the value of such benefits) of a net amount equal to the
     net amount he would have retained had the initially
     calculated payments and benefits been subject only to income
     and employment taxation.  For purposes of the preceding
     sentence, the Executive will be deemed to be subject to the
     highest marginal federal, state and local tax rates.  All
     calculations required to be made under this subsection will
     be made by Main's independent certified public accountants,
     subject to the right of Executive's representative to review
     the same.  All such amounts required to be paid will be paid
     at the time any withholding may be required under applicable
     law, and any additional amounts to which the Executive may
     be entitled will be paid or reimbursed no later than 15 days
     following confirmation of such amount by Main's accountants. 
     In the event any amounts paid hereunder are subsequently
     determined to be in error because estimates were required or
     otherwise, the parties agree to reimburse each other to
     correct such error, as appropriate, and to pay interest
     thereon at the applicable federal rate (as determined under
     Code Section 1274A for the period of time such erroneous
     amount remained outstanding and unreimbursed).  The parties
     recognize that the actual implementation of the provisions
     of this subsection are complex and agree to deal with each
     other in good faith to resolve any questions or
     disagreements arising hereunder.
  <PAGE 5>
          (d)  Limited Restriction on Payments and Benefits to
     Avoid Excise Tax.  Notwithstanding the provisions of
     Subsection (c), if (i) it is determined that the payments to
     be provided to the Executive hereunder would subject him to
     the excise tax provisions of Code Section 4999, but (ii) a
     5% reduction in the present value (as determined pursuant to
     the provisions of Code Section 280G) of such payments would
     result in no such excise tax being owed, then such payments
     will be reduced or eliminated by the smallest amount
     necessary to avoid the imposition of such excise tax.  The
     Executive will be entitled, within a reasonable period of
     time, to specify which payments will be reduced or
     eliminated.

     4.  Legal Expenses.  Main will pay (or cause to be paid) to
the Executive all reasonable legal fees and expenses when
incurred by the Executive in seeking to obtain or enforce any
right or benefit provided by this Agreement, provided he brings
the action in good faith.

     5.  Notices.  Any notice required or permitted to be given
under this Agreement will, to be effective hereunder, be given to 
Main, in the case of notices given by the Executive, and will, to
be effective hereunder, be given by Main, in the case of notices
given to the Executive.  Any such notice will be deemed properly
given if in writing and if mailed by registered or certified
mail, postage prepaid with return receipt requested, to the
residence of the Executive, in the case of notices to the
Executive, and to the principal office of Main, in the case of
notices to Main.

     6.  Waiver.  No provision of this Agreement may be modified,
waived, or discharged unless such waiver, modification, or
discharge is agreed to in writing and signed by the Executive and
an executive officer of Main specifically designated by the Board
of Directors of Main.  No waiver by any party hereto at any time
of any breach by another party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such
other party will be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or
subsequent time.

     7.  Assignment.  This Agreement is not assignable by any
party hereto, except by Main and the Bank to any successor in
interest to the respective businesses of Main and the Bank.

     8.  Entire Agreement.  This Agreement contains the entire
agreement of the parties relating to the subject matter of this
Agreement and, in accordance with the provisions of Section 18,
supersedes any prior agreement of the parties.

     9.  Successors; Binding Agreement.

          (a)  Main will require any successor (whether direct or
     indirect, by purchase, merger, consolidation, or otherwise) 
     <PAGE 6> to all or substantially all of the business and/or
     assets of Main and/or the Bank to expressly assume and agree
     to perform this Agreement (or cause it to be performed) in
     the same manner and to the same extent that Main, the Bank
     or any affiliated company of either would be required to
     perform it if no such succession had taken place.  Failure
     by Main to obtain such assumption and agreement prior to the
     effectiveness of any such succession will constitute a
     material breach of this Agreement.  As used in this
     Agreement, "Main" and the "Bank" means Main and the Bank as
     hereinbefore defined and any successor to the business
     and/or assets of Main and/or the Bank as aforesaid which
     assumes and agrees to perform this Agreement by operation of
     law, or otherwise.

          (b)  This Agreement will inure to the benefit of and be
     enforceable by the Executive's personal or legal
     representatives, executors, administrators, heirs,
     distributees, devisees, and legatees.  If the Executive
     should die while any amount is payable to the Executive
     under this Agreement if the Executive had continued to live,
     all such amounts, unless otherwise provided herein, will be
     paid in accordance with the terms of this Agreement to the
     Executive's devisee, legatee, or other designee, or, if
     there is no such designee, to the Executive's estate.

     10.  Continuation of Certain Provisions.  Any termination of
the Executive's employment under this Agreement or of this
Agreement will not affect the benefit provisions of Section 3 or
4, which will, if relevant, survive any such termination and
remain in full force and effect in accordance with their
respective terms.

     11.  Other Rights.  Except as provided in Section 18,
nothing herein will be construed as limiting, restricting or
eliminating any rights the Executive may have under any plan,
contract or arrangement to which he is a party or in which he is
a vested participant; provided, however, that any termination
payments required hereunder will be in lieu of any severance
benefits to which he may be entitled under a severance plan or
arrangement of Main, the Bank or any affiliated company of
either; and provided further, that if the benefits under any such
plan or arrangement may not legally be eliminated, then the
payments hereunder will be correspondingly reduced in such
equitable manner as the Board of Directors of Main may determine.


     12.  No Mitigation or Offset.  The Executive will not be
required to mitigate the amount of any payment provided for in
this Agreement by seeking employment or otherwise; nor will any
amounts or benefits payable or provided hereunder be reduced in
the event he does secure employment.

     13.  Validity.  The invalidity or unenforceability of any
provisions of this Agreement will not affect the validity or 
<PAGE 7> enforceability of any other provision of this Agreement,
which will remain in full force and effect.  In addition, to the
extent relevant, if a government regulatory agency recommends or
orders that the Bank terminate the employment of the Executive
with the Bank or relieve him of his duties as such relate to the
Bank, the Agreement or such provision will nevertheless be and
remain an obligation of Main enforceable against it in accordance
with its terms, notwithstanding any such termination of the
Executive's employment with the Bank.

     14.  Applicable Law.  Except to the extent preempted by
federal law, this Agreement will be governed by and construed in
accordance with the domestic internal law of the Commonwealth of
Pennsylvania.

     15.  Number.  Words used herein in the singular will be
construed as being used in the plural, as the context requires,
and vice versa.

     16.  Headings.  The headings of the sections and subsections
of this Agreement are for convenience only and will not control
or affect the meaning or construction or limit the scope or
intent of any of the provisions of this Agreement.

     17.  References to Entities.  All references to Main will be
deemed to include references to the Bank, as appropriate in the
relevant context, and vice versa. 

     18.  Effective Date; Termination of Prior Agreement.  This
Agreement will become effective immediately upon the execution
and delivery of this Agreement by the parties hereto.  Upon the
execution and delivery of this Agreement, any prior agreement
relating to the subject matter hereof will be deemed
automatically terminated and be of no further force or effect.

     19.  Withholding For Taxes.  All amounts and benefits paid
or provided hereunder will be subject to withholding for taxes as
required by law.

     20.  Individual Agreement.  This Agreement is an agreement
solely between and among the parties hereto.  It is intended to
constitute a nonqualified unfunded arrangement for the benefit of 
<PAGE 8> a key management employee and will be construed and
interpreted in a manner consistent with such intention. 

     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.


                              MAIN STREET BANCORP, INC. 


                              By/s/ Nelson R. Oswald             
(SEAL)

                              BERKS COUNTY BANK


                              By/s/ Nelson R. Oswald             
(SEAL)


                              /s/ Norman E. Heilenman      (SEAL)
                              Norman E. Heilenman  <PAGE 9>