EMPLOYMENT AGREEMENT


     This  Employment  Agreement  (this  "Agreement")  is made  effective  as of
December 29, 2008 (the  "Effective  Date"),  by and between ES Bancshares,  Inc.
(the  "Company"),  the holding  company of Empire  State Bank,  N.A., a national
banking  association  (the  "Bank"),  and Arthur W.  Budich  ("Executive").  The
Company  and  Executive  are  sometimes  collectively  referred to herein as the
"parties."

     WHEREAS,  Executive  is  serving  as  Executive  Vice  President  and Chief
Financial Officer of the Bank pursuant to an employment agreement by and between
Executive and the Bank dated October 20, 2005 (the "2005 Agreement"); and

     WHEREAS,  the parties  wish to supersede  and update the 2005  Agreement to
take into account  certain changes in the law under Section 409A of the Internal
Revenue Code of 1986, as amended ("Code"), and for certain other purposes; and

     WHEREAS,  the Company  wishes to assure itself of the services of Executive
as an officer of the Company for the period provided in this  Agreement,  and in
order to induce  Executive to remain in the employ of the Company and to provide
further  incentive  for  Executive  to achieve  the  financial  and  performance
objectives of the Company, the parties desire to enter into this Agreement.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and upon the terms and conditions hereinafter provided, the parties hereby agree
as follows:

1.   POSITION AND RESPONSIBILITIES.

     During the term of this Agreement,  Executive shall serve as Executive Vice
President and Chief Financial Officer of the Company.  Executive shall have such
duties,  responsibilities  and powers as are customary and  appropriate for such
offices,  including  without  limitation,  keeping the board of directors of the
Company (the "Board") fully informed of his activities.

2.   TERM AND DUTIES.

     (a) One Year Contract;  Annual Renewal. The term of Executive's  employment
under this Agreement  shall commence as of the Effective Date and shall continue
for a period of one (1) year (the "Employment Period").  Commencing on the first
anniversary  date of the Effective Date, and continuing at each anniversary date
thereafter (the "Anniversary Date"), the Agreement shall renew for an additional
year such that the remaining term shall be one (1) year;  provided,  however, if
written  notice of nonrenewal is provided to Executive at least thirty (30) days
and not more than sixty (60) days prior to an Anniversary Date, the term of this
Agreement shall not so renew,  provided further that on an annual basis prior to
the issuance of the notice of  nonrenewal  or the deadline for the notice period
referenced above,  which ever comes first, the Board shall conduct a performance
review of Executive  for purposes of  determining  whether to provide  notice of
nonrenewal.  If (i) timely notice is not delivered to the Executive,  or (ii) if
such  performance  review is not  conducted  as  required  above and its related
findings  provided in its  entirety to the  Executive,  the  Agreement  shall be
automatically extended for an additional year.

<PAGE>

     (b) Change in  Control.  In the event of a Change in Control (as defined in
Section  7 of  this  Agreement),  the  Employment  Period  shall  no  longer  be
applicable,  and the term of this  Agreement  shall be deemed  amended such that
Executive's  period of employment shall be  automatically  extended to the first
anniversary  of the date on which such Change in Control  occurs  (the  "Revised
Employment  Period"),  and shall be further extended  automatically  for one (1)
additional  day each  day  following  such  Change  in  Control,  unless  either
Executive  or the  Company  elects not to extend the Revised  Employment  Period
further by giving written  notice thereof to the other party,  in which case the
Revised  Employment  Period  shall  become  fixed  and  shall  end on the  first
anniversary of such written notice.

     (c) Termination of Agreement.  Notwithstanding  anything  contained in this
Agreement  to the  contrary,  either  Executive  or the  Company  may  terminate
Executive's  employment  with the  Company  at any time  during the term of this
Agreement, subject to the terms and conditions of this Agreement.

     (d) Continued  Employment  Following  Expiration  of Term.  Nothing in this
Agreement  shall mandate or prohibit a continuation  of  Executive's  employment
following  the  expiration  of the term of this  Agreement,  upon such terms and
conditions as the Company and Executive may mutually agree.

     (e)  Duties.  During  the term of this  Agreement,  except  for  periods of
absence  occasioned by illness,  reasonable  vacation  periods,  and  reasonable
leaves of absence  approved by the Board,  Executive shall devote  substantially
all  of his  business  time,  attention,  skill,  and  efforts  to the  faithful
performance of his duties hereunder,  including  activities and services related
to the organization, operation and management of the Company, and shall take all
reasonably necessary and appropriate actions to promote,  develop and extend the
business of the Company.

3.   COMPENSATION, BENEFITS AND REIMBURSEMENT.

     (a) Base Salary. In consideration of Executive's  performance of the duties
set forth in Section 2, the Company  shall provide  Executive  the  compensation
specified  in this  Agreement.  The  Company  shall  pay  Executive  a salary of
$____________  per year ("Base  Salary").  The Base  Salary  shall be payable in
accordance with the Company's regular payroll practices. During the term of this
Agreement,  the Board may consider increasing,  but not decreasing,  Executive's
Base Salary on an annual basis, as the Board deems appropriate.  Any increase in
Base Salary shall become "Base Salary" for purposes of this Agreement.

     (b) Bonus.  Executive shall be entitled to participate in any bonus plan of
the  Company in which  Executive  is eligible to  participate.  Nothing  paid to
Executive  under  any such plan or  arrangement  will be deemed to be in lieu of
other compensation to which Executive is entitled under this Agreement.

     (c) Employee  Benefits.  The Company shall provide  Executive with employee
benefit  plans,  arrangements,  life  insurance  and  perquisites  substantially
equivalent to those in which  Executive was  participating  or from which he was
deriving  benefit  immediately  prior  to the



                                     - 2 -

<PAGE>

commencement of the term of this Agreement,  and the Company shall not,  without
Executive's prior written consent, make any changes in such plans,  arrangements
or  perquisites  that would  adversely  affect  Executive's  rights or  benefits
thereunder,  except as to any changes that are  applicable to all  participating
employees.  Without limiting the generality of the foregoing  provisions of this
Section 3(c),  Executive will be entitled to participate in and receive benefits
under any  employee  benefit  plans  including,  but not limited to,  retirement
plans,  supplemental  retirement  plans,  pension plans,  profit-sharing  plans,
health-and-accident  insurance  plans,  medical  coverage or any other  employee
benefit plan or  arrangement  made available by the Company in the future to its
senior executives,  including any stock benefit plans, subject to and on a basis
consistent with the terms,  conditions and overall  administration of such plans
and arrangements (collectively, the "Benefit Plans").

     (d) Paid Time Off.  Executive  shall be entitled to paid  vacation  time of
four (4) weeks each year during the term of this Agreement (measured on a fiscal
or calendar year basis, in accordance with the Company's  usual  practices),  as
well as sick leave,  holidays  and other paid  absences in  accordance  with the
Company's  policies and procedures for senior  executives.  Any unused paid time
off during an annual  period shall be treated in  accordance  with the Company's
personnel policies as in effect from time to time.

     (e) Expense  Reimbursements.  Upon  submission of  appropriate  invoices or
vouchers as the  Company  shall  specify,  the  Company  shall pay or  reimburse
Executive for all reasonable  expenses  incurred by Executive in the performance
of his duties hereunder in furtherance of the business,  and in keeping with the
policies of the Company and its subsidiaries and affiliates,  provided that such
payment or  reimbursement  shall be made as soon as practicable  but in no event
later  than March 15 of the year  following  the year in which such the right to
such payment or reimbursement occurred.

4.   OUTSIDE ACTIVITIES.

     Executive  may serve as a member of the board of directors  (or a committee
thereof) of business,  civic, corporate,  community and charitable organizations
subject to the Executive  giving notice  thereof to the Board,  provided that in
each case such service shall not materially  interfere  with the  performance of
his duties  under this  Agreement  or present  any  conflict of  interest.  Such
service to and  participation  in outside  organizations  shall be presumed  for
these  purposes to be for the  benefit of the  Company,  and the  Company  shall
reimburse Executive his reasonable expenses associated therewith.

5.   WORKING FACILITIES AND EXPENSES.

     Executive's  principal place of employment shall be the Company's principal
executive offices.  The Company shall provide Executive,  at his principal place
of employment,  with a private office,  stenographic  services and other support
services and facilities  suitable to his position with the Company and necessary
or  appropriate  in  connection  with the  performance  of his duties under this
Agreement.  The Company shall reimburse Executive for his ordinary and necessary
business  expenses  incurred in connection  with the  performance  of his duties
under this Agreement, including, without limitation, fees for organizations that
Executive and the Board mutually agree are necessary and  appropriate to further
the business of the Company, and travel



                                     - 3 -

<PAGE>

and reasonable  entertainment  expenses.
Reimbursement  of such expenses  shall be made upon  submission  of  appropriate
invoices or vouchers as the Company shall specify.

6.   PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

     (a) Upon the  occurrence  of an Event of  Termination  (as herein  defined)
during the term of this Agreement, the provisions of this Section 6 shall apply;
provided,  however,  that in the event such Event of  Termination  occurs within
eighteen  (18)  months  following  a Change in Control  (as defined in Section 7
hereof),  Section 7 shall apply instead. As used in this Agreement, an "Event of
Termination" shall mean and include any one or more of the following:

          (i) the involuntary termination of Executive's employment hereunder by
     the Company for any reason other than termination governed by Section 7 (in
     connection  with or  following  a Change  in  Control),  Section  9 (due to
     Disability), or Section 10 (for Just Cause); or

          (ii) Executive's resignation from the Company's employ upon any of the
     following, unless consented to by Executive:

               (A) failure to appoint  Executive  to the  position  set forth in
          Section 1, or a material change in Executive's  function,  duties,  or
          responsibilities,  which  change would cause  Executive's  position to
          become  one of lesser  responsibility,  importance,  or scope from the
          position  and  responsibilities  described  in  Section  1,  to  which
          Executive  has not agreed in  writing  (and any such  material  change
          shall be deemed a continuing breach of this Agreement by the Company);

               (B) a relocation of Executive's  principal place of employment to
          a location  that is more than twenty  (20) miles from the  location of
          the  Company's  principal  executive  offices  as of the  date of this
          Agreement;

               (C)  a  material  reduction  in  the  benefits  and  perquisites,
          including  Base Salary,  to Executive  from those being provided as of
          the  Effective  Date  (except  for  any  reduction  that  is part of a
          reduction in pay or benefits that is generally  applicable to officers
          or employees of the Company);

               (D) a liquidation or dissolution of the Company or the Bank; or

               (E) a material  breach of this  Agreement  by the  Company or the
          Bank.

Upon the occurrence of any event described in clause (ii) above, Executive shall
have the right to elect to  terminate  his  employment  under this  Agreement by
resignation  for "Good Reason" upon not less than thirty (30) days prior written
notice given within a reasonable period of time (not to exceed ninety (90) days)
after  the  event  giving  rise to the  right to  elect,  which  termination  by
Executive shall be an Event of  Termination.  The Company shall have thirty (30)
days to cure the  condition  giving  rise to the  resignation  for Good  Reason,
provided, that the Company may elect to waive said thirty (30) day period.



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<PAGE>

     (b) Upon the occurrence of an Event of  Termination,  the Company shall pay
Executive,  or, in the event of his subsequent death, his designated beneficiary
or beneficiaries,  or, if there are no designated beneficiaries,  his estate, as
the case may be, as severance  pay or  liquidated  damages,  or both, a lump sum
cash payment equal to three (3) times the sum of (i) the average  annual rate of
Base Salary paid in the last three (3) years  ending in the year of  termination
and (ii) the average annual rate of bonus awarded to Executive  during the prior
three (3)  years.  Such  payments  shall be paid  within  sixty (60) days of the
Executive's  Separation  from Service (within the meaning of Section 409A of the
Code) and shall not be reduced in the event Executive  obtains other  employment
following the Event of Termination.

     (c) Upon the occurrence of an Event of  Termination,  the Company shall pay
Executive,  or in the event of his subsequent death, his designated  beneficiary
or beneficiaries,  or, if there are no designated beneficiaries,  his estate, as
the case may be, a lump sum cash payment reasonably estimated to be equal to the
present value of the contributions  that would have been made on the Executive's
behalf  under the  Company's  Benefit  Plans (as defined in Section 3(c) of this
Agreement),  as if  Executive  had  continued  working  for the  Company for the
remaining  unexpired  Employment Period under the Agreement following such Event
of  Termination,  earning the salary and  credited  service that would have been
achieved  during such  period,  where such present  values are to be  determined
using a discount  rate of six percent  (6%) and, in the case of defined  benefit
plans, the mortality tables  prescribed under Section 72 of the Code. The amount
payable hereunder shall be paid as soon as reasonably  practicable following the
occurrence of the Event of Termination  but in no event shall be paid later than
two and one-half  months  following  the end of the  calendar  year in which the
Event of Termination occurs.

     (d) Upon the  occurrence  of an Event of  Termination,  the  Company  shall
provide at the Company's expense for the remaining  unexpired  Employment Period
under this Agreement, life insurance and non-taxable medical and dental coverage
substantially comparable, as reasonably available, to the coverage maintained by
the  Company  for  Executive  prior to the Event of  Termination,  except to the
extent such coverage may be changed in its application to all Company employees.

     (e) Upon the occurrence of an Event of  Termination,  Executive  shall have
the right within thirty (30) days following such Event of Termination,  upon the
surrender of stock options, stock, warrants,  stock appreciation rights, phantom
stock rights or other equity or equity  rights  (collectively,  "Stock  Rights")
issued to Executive by the Company or its parent,  subsidiaries  and affiliates,
to a lump sum payment equal to the product of:

          (i) The excess of (A) the Fair Market  Value (as herein  defined) of a
     share of  stock of the same  class  as the  stock  that  constitutes  or is
     subject to the Stock Right,  determined  as of the date of  termination  of
     employment,  over (B) the exercise price per share,  if any, for such Stock
     Right, as specified in or under the relevant plan or program; multiplied by

          (ii) The number of shares with respect to which Stock Rights are being
     surrendered.



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<PAGE>

For purposes of this Section 6(e), for purposes of determining Executive's right
following an Event of Termination  to exercise any Stock Rights not  surrendered
pursuant hereto, Executive shall be deemed to be fully vested in and entitled to
exercise  all Stock  Rights  under any stock  option or rights  plan or  program
maintained by, or covering  employees of, the Company or its subsidiaries,  even
if  Executive  is not so vested or entitled to then  exercise  such rights under
such plan or program.

     (f) For  purposes of this  Agreement,  "Fair  Market  Value" means the fair
market value per share of the  Company's  common  stock  ("Common  Stock").  For
purposes  hereof,  the Fair Market Value of a share of Common Stock shall be the
closing  sale  price of a share  of  Common  Stock  on the  date  the  Executive
exercises his right under Section 6(e) of this Agreement (or, if such day is not
a trading day in the U.S.  markets,  on the nearest  preceding  trading day), as
reported with respect to the principal  market (or the composite of the markets,
if more than one) or  national  quotation  system in which such  shares are then
traded, or if no such closing prices are reported, the mean between the high bid
and low asked  prices that day on the  principal  market or  national  quotation
system then in use.


     (g) For purposes of this Agreement,  a "Separation from Service" shall have
occurred if the  Company  and  Executive  reasonably  anticipate  that either no
further  services will be performed by the Executive after the date of the Event
of Termination  (whether as an employee or as an independent  contractor) or the
level of further services  performed will not exceed forty-nine percent (49%) of
the average  level of bona fide  services in the twelve (12) months  immediately
preceding the Event of Termination.  For all purposes hereunder,  the definition
of  Separation  from  Service  shall be  interpreted  consistent  with  Treasury
Regulation Section  1.409A-1(h)(ii).  If Executive is a Specified  Employee,  as
defined in Code Section 409A and any payment to be made under  paragraph  (b) or
(c) of this Section 6 shall be  determined  to be subject to Code Section  409A,
then if and to the extent  necessary  to comply with Code Section 409A and avoid
additional  tax  thereunder,  such  payment or a portion of such payment (to the
minimum extent  possible) shall be delayed and shall be paid on the first day of
the seventh month following Executive's Separation from Service.

7.   CHANGE IN CONTROL.

     (a) Any payments  made to Executive  pursuant to this Section 7 are in lieu
of any  payments  that  may  otherwise  be owed to  Executive  pursuant  to this
Agreement  under Section 6, such that Executive  shall either  receive  payments
pursuant  to  Section 6 or  pursuant  to  Section  7, but not  pursuant  to both
Sections.


     (b) For purposes of this Agreement, the term "Change in Control" shall mean
any of the following events:

          (i) any "person"  (as the term is used in Sections  13(d) and 14(d) of
     the Securities Exchange Act of 1934 (the "Exchange Act")) is or becomes the
     "beneficial  owner"  (as  defined in Rule 13d-3  under the  Exchange  Act),
     directly  or  indirectly,   of  securities  of  the  Bank  or  the  Company
     representing twenty-five percent (25%) or more of the combined voting power
     of such outstanding securities,  except for any securities



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<PAGE>

     purchased by any employee stock ownership plan or trust  established by the
     Bank or the Company; or

          (ii)  individuals  who constitute the Board on the Effective Date (the
     "Incumbent  Board")  cease for any reason to constitute at least a majority
     thereof,  provided  that any person  becoming a director  subsequent to the
     Effective  Date  whose  election  was  approved  by  a  vote  of  at  least
     three-quarters  of the directors  comprising the Incumbent  Board, or whose
     nomination  for  election  by  stockholders  of the Bank or the Company was
     approved by the same Nominating Committee serving under an Incumbent Board,
     shall be, for purposes of this  Subsection  (B),  considered as though they
     were members of the Incumbent Board; or

          (iii) a sale of all or substantially all the assets of the Bank or the
     Company,  or a plan of reorganization,  merger,  consolidation,  or similar
     transaction occurs in which the security holders of the Bank or the Company
     immediately  prior to the  consummation  of the  transaction  do not own at
     least fifty and one tenth of one percent  (50.1%) of the  securities of the
     surviving entity to be outstanding upon consummation of the transaction; or

          (iv) a proxy statement is issued soliciting  proxies from stockholders
     of the Bank or the Company by someone other than the current  management of
     the  Bank  or the  Company,  seeking  stockholder  approval  of a  plan  of
     reorganization,  merger or  consolidation  of the Bank or the  Company,  or
     similar  transaction with one or more corporations as a result of which the
     outstanding  shares of the class of securities then subject to the plan are
     to be exchanged for or converted  into cash or property or  securities  not
     issued by the Bank or the Company; or

          (v) a tender offer is made for  twenty-five  percent  (25%) or more of
     the voting securities of the Bank or the Company,  and stockholders  owning
     beneficially  or of  record  twenty-five  percent  (25%)  or  more  of  the
     outstanding  securities of the Bank or the Company have tendered or offered
     to sell their shares pursuant to such tender offer and such tendered shares
     have been accepted by the tender offeror.

     (c) Upon the  occurrence of a Change in Control  followed  within  eighteen
(18) months by an Event of  Termination  (as  defined in Section 6 hereof),  the
Company  shall pay  Executive,  or in the  event of his  death,  his  designated
beneficiary or beneficiaries,  or, if there are no designated beneficiaries, his
estate, as the case may be, a lump sum cash payment equal to three (3) times the
sum of: (i) his current Base Salary, plus (ii) the highest rate of bonus paid to
Executive  during the three (3) year period ending in the year prior to the year
of the Change in Control.  Such payment shall be made in a lump sum within sixty
(60) days of the Event of Termination.

     (d) Upon the  occurrence of a Change in Control  followed  within  eighteen
(18) months by an Event of  Termination  (as  defined in Section 6 hereof),  the
Company  shall pay  Executive,  or in the  event of his  death,  his  designated
beneficiary or beneficiaries,  or, if there are no designated beneficiaries, his
estate, as the case may be, a lump sum cash payment  reasonably



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<PAGE>

estimated to be equal to the present value of the contributions  that would have
been made on  Executive's  behalf under the Company or the Bank's Benefit Plans,
as if  Executive  had  continued  working  for the  Company  for  the  remaining
unexpired  Employment  Period or Revised  Employment  Period under the Agreement
following  such Event of  Termination,  earning the salary and credited  service
that would have been achieved during such period,  where such present values are
to be  determined  using a discount rate of six percent (6%) and, in the case of
defined benefit plans, the mortality  tables  prescribed under Section 72 of the
Code.  Such  payment  shall be made to  Executive no later than two and one half
months  after the end of the  calendar  year in which  the Event of  Termination
occurred.

     (e) Upon the  occurrence of a Change in Control  followed  within  eighteen
(18) months by an Event of  Termination  (as  defined in Section 6 hereof),  the
Company (or its successor)  shall provide at the Company's (or its  successor's)
expense,  for the remaining  unexpired  Employment Period or Revised  Employment
Period under this Agreement,  life insurance and non-taxable  medical and dental
coverage  substantially  comparable,  as reasonably  available,  to the coverage
maintained  by the Company or the Bank for Executive  prior to his  termination,
except to the extent  such  coverage  may be changed in its  application  to all
Company  employees  and  then  the  coverage  provided  to  Executive  shall  be
commensurate with such changed coverage.

     (f) Except as  otherwise  provided  by  Section  18 hereof or as  otherwise
provided by then applicable law, in the event of an Event of Termination  within
eighteen  (18) months  following a Change in Control,  Executive  shall have the
right within  thirty (30) days  following  such Event of  Termination,  upon the
surrender  of stock  options,  stock,  warrants,  stock  appreciation  rights or
phantom stock rights  (collectively,  "Stock Rights") issued to Executive by the
Company or its subsidiaries  and affiliates,  to a lump sum payment equal to the
product of:

          (i) The  excess of (A) the Fair  Market  Value (as  defined in Section
     6(f) of this  Agreement)  of shares of stock of the same class as the stock
     that  constitutes  or is subject to the Stock Right,  determined  as of the
     date of the Change in Control,  over (B) the exercise  price per share,  if
     any for Stock Right, as specified in or under the relevant plan or program;
     multiplied by

          (ii) The number of shares with respect to which Stock Rights are being
     surrendered.

For purposes of this Section 7(f), for purposes of determining Executive's right
following  a Change of  Control to  exercise  any Stock  Rights not  surrendered
pursuant hereto, Executive shall be deemed to be fully vested in and entitled to
exercise  all Stock  Rights  under any stock  option or rights  plan or  program
maintained by, or covering  employees of, the Company or its subsidiaries,  even
if  Executive  is not so vested or entitled to then  exercise  such rights under
such plan or program.

     (g) Notwithstanding anything to the contrary set forth in this Section 7 or
otherwise  in this  Agreement,  if at any time  Executive  is  suspended  and/or
temporarily  prohibited from  participating in the conduct of the Company or the
Bank's  affairs by notice  served  under or



                                     - 8 -

<PAGE>

pursuant to then  applicable  law,  including  under or pursuant to the relevant
provisions of the Federal  Deposit  Insurance Act, as amended,  (the "FDIA") the
Company's  obligations under this Agreement shall be suspended as of the date of
service, unless stayed by appropriate proceedings.  If the charges in the notice
are dismissed,  the Company may, in its discretion,  (i) pay to Executive all or
part of the  compensation  withheld while its  obligations  under this Agreement
were  suspended;  and (ii) reinstate in whole or in part any of its  obligations
that were  suspended.  Moreover,  notwithstanding  anything to the  contrary set
forth in this Section 7 or otherwise in this Agreement,  if Executive is removed
and/or  permanently  prohibited from participating in the conduct of the Company
or the Bank's  affairs by an order issued  under or pursuant to then  applicable
law,  including  under the relevant  provisions of the FDIA,  Executive shall be
deemed  to have been  terminated  for Just  Cause,  and all  obligations  of the
Company under this  Agreement  shall  terminate as of the effective  date of the
order, but vested rights of the parties shall not be affected.

     (h) If Executive is a Specified  Employee,  as defined in Code Section 409A
and any payment to be made under paragraph (c) or (d) of this Section 7 shall be
determined  to be  subject  to Code  Section  409A,  then  if and to the  extent
necessary to comply with Code Section 409A and avoid  additional tax thereunder,
such payment or a portion of such payment (to the minimum extent possible) shall
be delayed  and shall be paid on the first day of the  seventh  month  following
Executive's Separation from Service.

8.   LIMITATION OF BENEFITS UNDER CERTAIN CIRCUMSTANCES.

     If the payments and benefits pursuant to Section 7 hereof,  either alone or
together with other  payments and benefits  which the Executive has the right to
receive from the Company,  would constitute a "parachute  payment" under Section
280G of the Code, then the payments and benefits payable by the Company pursuant
to Section 7 hereof shall be reduced by the minimum  amount  necessary to result
in no portion of the payments and benefits under Section 7 being  non-deductible
to the Company  pursuant  to Section  280G of the Code and subject to the excise
tax imposed under  Section 4999 of the Code. If the payments and benefits  under
Section 7 are required to be reduced, the cash severance shall be reduced first,
followed  by a  reduction  in the  fringe  benefits.  The  determination  of any
reduction in the payments and benefits to be made pursuant to Section 7 shall be
based upon the opinion of  independent  tax counsel  selected by the Company and
paid by the Company.  Such counsel shall promptly prepare the foregoing opinion,
but in no event later than ten (10) days from the Event of Termination,  and may
use such actuaries as such counsel deems necessary or advisable for the purpose.
Nothing contained herein shall result in a reduction of any payments or benefits
to which the Executive may be entitled upon  termination of employment under any
circumstances  other than as  specified in this Section 8, or a reduction in the
payments and  benefits  specified in Section 7 below zero.

9.   TERMINATION  FOR DISABILITY OR DEATH.

     (a) Termination of Executive's  employment  based on "Disability"  shall be
construed  to comply with  Section  409A of the Code and shall be deemed to have
occurred  if:  (i)  Executive  is unable to  engage in any  substantial  gainful
activity by reason of any medically  determinable  physical or mental impairment
that can be expected to result in death, or last for a continuous  period of not
less than  twelve  (12)  months;  (ii) by reason of any  medically  determinable
physical or mental  impairment  that can be expected to result in death, or last
for a  continuous  period of



                                     - 9 -

<PAGE>

not less than 12 months,  Executive is receiving income replacement benefits for
a period of not less  than  three  months  under an  accident  and  health  plan
covering  employees of the Company or the Bank; or (iii) Executive is determined
to be totally disabled by the Social Security Administration.  The provisions of
Sections  9(b) and (c)  shall  apply  upon the  termination  of the  Executive's
employment based on Disability.

     (b)  Executive  shall be entitled to receive  benefits  under any short- or
long-term  disability  plan maintained by the Company or the Bank. To the extent
such  benefits  are less than  Executive's  Base Salary,  the Company  shall pay
Executive  an  amount  equal to the  difference  between  such  disability  plan
benefits and the amount of  Executive's  Base Salary for one year  following the
termination of his employment due to Disability.

     (c) The Company shall cause to be continued life insurance and  non-taxable
medical and dental coverage substantially  comparable,  as reasonable available,
to the coverage maintained by the Company for Executive prior to the termination
of his employment based on Disability, except to the extent such coverage may be
changed in its  application  to all Company  employees  or not  available  on an
individual basis to an employee  terminated  based on Disability.  This coverage
shall cease upon the earlier of: (i) the date Executive returns to the full-time
employment  of the Company;  (ii)  Executive's  full-time  employment by another
employer;  (iii) the  expiration of the remaining  unexpired  Employment  Period
under this Agreement; or (iv) Executive's death.

     (d) In the event of  Executive's  death during the term of this  Agreement,
his  estate,  legal  representatives  or named  beneficiaries  (as  directed  by
Executive  in  writing)  shall be paid  Executive's  Base  Salary at the rate in
effect  at the time of  Executive's  death for a period of one (1) year from the
date of Executive's death, and the Company shall continue to provide non-taxable
medical,  dental and other insurance  benefits normally provided for Executive's
family (in accordance with its customary  co-pay  percentages)  for one (1) year
after  Executive's  death.  Such  payments  are in  addition  to any other  life
insurance or other benefits that  Executive's  beneficiaries  may be entitled to
receive under any of the Company or the Bank's  Benefit  Plans.  Notwithstanding
the  foregoing,  if Executive  incurs an Event of  Termination  under  Section 6
hereof and prior to  commencement  of continued  salary or other benefit payment
thereunder   Executive  dies,  such  payments  shall  continue  to  be  made  to
Executive's designated beneficiary,  if any, estate or legal representative,  as
the case may be.

10.  TERMINATION FOR JUST CAUSE.

     (a) The Company may terminate  Executive's  employment at any time, but any
termination  other than  termination for "Just Cause," as defined herein,  shall
not prejudice  Executive's  right to  compensation  or other benefits under this
Agreement.  Executive  shall  have no right  to  receive  compensation  or other
benefits for any period after  termination for "Just Cause" (except as expressly
provided  otherwise in this Agreement).  The phrase "Just Cause" as used herein,
shall  exist when there has been a good  faith  determination  by the Board that
there shall have  occurred one or more of the  following  events with respect to
Executive:  (i) the  conviction  of  Executive  of a  felony;  (ii) the  willful
commission  by  Executive  of a criminal  or other act that,  in the  reasonable
judgment  of the Board will  likely  cause  substantial  economic  damage to the
Company or substantial injury to the business  reputation of the Company;  (iii)
the



                                     - 10 -

<PAGE>

commission by Executive of an act of fraud in the  performance of his duties
on behalf of the Company;  (iv) the continuing  willful and material  failure of
Executive  to perform  his duties to the Company  (other  than any such  failure
resulting from  Executive's  incapacity due to physical or mental illness) after
written notice thereof (specifying the particulars thereof in reasonable detail)
and a  reasonable  opportunity  to be heard and cure such  failure  are given to
Executive by the Board; or (v) an order of a federal or state regulatory  agency
or a court of competent  jurisdiction  requiring the  termination of Executive's
employment by the Company.  Notwithstanding the foregoing,  Just Cause shall not
be deemed to exist unless there shall have been delivered to Executive a copy of
a resolution duly adopted by the affirmative vote of not less than three-fourths
of the entire  membership of the Board at a meeting of the Board called and held
for the purpose (after  reasonable  notice to Executive and an  opportunity  for
Executive  and his  counsel to be heard  before the Board  prior to the time the
Board  decision is made),  finding  that in the good faith  opinion of the Board
Executive was guilty of conduct  described  above and specifying the particulars
thereof.  Prior to  holding  a  meeting  at which  the  Board is to make a final
determination  whether Just Cause exists,  if the Board determines in good faith
at a meeting of the Board, by not less than a majority of its entire membership,
that there is probable cause for it to find that Executive was guilty of conduct
constituting Just Cause as described above, the Board may suspend Executive from
his duties hereunder for a reasonable period of time not to exceed fourteen (14)
days pending a further meeting at which Executive shall be given the opportunity
to be heard  before the Board.  Upon a finding of Just  Cause,  the Board  shall
deliver to Executive a Notice of Termination, as more fully described in Section
11 below.

     (b) For  purposes of this  Section 10, no act or failure to act on the part
of Executive shall be considered  "willful"  unless it is done, or omitted to be
done, by Executive in bad faith or without  reasonable  belief that  Executive's
action or omission was in the best interests of the Company. Any act, or failure
to act,  based  upon the  direction  of the  Board or based  upon the  advice of
counsel for the Company shall be conclusively presumed to be done, or omitted to
be done, by Executive in good faith and in the best interests of the Company.

11.  NOTICE OF TERMINATION.

     (a) Any  purported  termination  by the  Company  for Just  Cause  shall be
communicated by Notice of Termination to Executive.  If, within thirty (30) days
after any Notice of Termination for Just Cause is given,  Executive notifies the
Company that a dispute  exists  concerning  the  termination,  the parties shall
promptly proceed to arbitration,  as provided in Section 20. Notwithstanding the
pendency of any such dispute,  the Company shall discontinue  paying Executive's
compensation  until the  dispute is finally  resolved  in  accordance  with this
Agreement.  If it is determined that Executive is entitled to  compensation  and
benefits under Section 6 or 7, the payment of such  compensation and benefits by
the Company  shall  commence  immediately  following  the date of  resolution by
arbitration, with interest due Executive on the cash amount that would have been
paid  pending  arbitration  (at the prime rate as  published  in The Wall Street
Journal from time to time).

     (b) Any other purported termination by the Company or by Executive shall be
communicated by a "Notice of  Termination"  (as defined in Section 11(c)) to the
other party.  If,  within  thirty (30) days after any Notice of  Termination  is
given,  the party receiving such Notice of Termination  notifies the other party
that a dispute  exists  concerning the  termination,  the



- 11 -

<PAGE>

parties  shall  promptly  proceed to  arbitration  as  provided  in Section  20.
Notwithstanding the pendency of any such dispute,  the Company shall continue to
pay Executive  his Base Salary,  and other  compensation  and benefits in effect
when the notice giving rise to the dispute was given  (except as to  termination
of Executive for Just Cause); provided, however, that such payments and benefits
shall not continue  beyond the date that is thirty-six (36) months from the date
the Notice of  Termination is given.  In the event the voluntary  termination by
Executive of his employment is disputed by the Company,  and if it is determined
in arbitration that Executive is not entitled to termination  benefits  pursuant
to this  Agreement,  he shall  return  all  cash  payments  made to him  pending
resolution by arbitration,  with interest thereon at the prime rate as published
in The Wall Street Journal from time to time, if it is determined in arbitration
that Executive's voluntary termination of employment was not taken in good faith
and  not in the  reasonable  belief  that  grounds  existed  for  his  voluntary
termination. If it is determined that Executive is entitled to receive severance
benefits under this  Agreement,  then any  continuation of Base Salary and other
compensation  and benefits made to Executive  under this Section 11 shall offset
the  amount of any  severance  benefits  that are due to  Executive  under  this
Agreement.

     (c) For purposes of this Agreement,  a "Notice of Termination" shall mean a
written  notice that shall indicate the specific  termination  provision in this
Agreement  relied  upon and shall set forth in  reasonable  detail the facts and
circumstances  claimed  to  provide  a  basis  for  termination  of  Executive's
employment under the provision so indicated.

12.  NONCOMPETITION.

     (a) All payments and benefits to Executive  under this  Agreement  shall be
subject to Executive's compliance with Sections 12(b), 12(c) and 12(d).

     (b) Executive shall, upon reasonable  notice,  furnish such information and
assistance  to the  Company as may  reasonably  be  required  by the  Company in
connection  with  any  litigation  in  which  it or any of its  subsidiaries  or
affiliates is, or may become,  a party other than  litigation in which Executive
or his family is a party; provided that such information and assistance does not
materially   interfere   with   the   Executive's   subsequent   employment   or
self-employment.

     (c)  Executive  recognizes  and  acknowledges  that  the  knowledge  of the
business  activities  and plans  for  business  activities  of the  Company  and
affiliates  thereof,  as it may exist from time to time, is a valuable,  special
and unique asset of the business of the Company.  Executive will not,  during or
after the term of his employment,  disclose any knowledge of the past,  present,
planned or considered  business  activities of the Company or affiliates thereof
to any  person,  firm,  corporation,  or other  entity for any reason or purpose
whatsoever  (except for such disclosure as may be required to be provided to the
Office of the Comptroller of the Currency ("OCC"), the Federal Deposit Insurance
Corporation ("FDIC"), or other bank regulatory agency with jurisdiction over the
Bank or Executive).  Notwithstanding  the foregoing,  Executive may disclose any
knowledge of banking,  financial and/or economic  principles,  concepts or ideas
which  are not  solely  and  exclusively  derived  from the  business  plans and
activities of the Company, and Executive may disclose any information  regarding
the  Company  which  is  otherwise  publicly  available  or which  Executive  is
otherwise  legally required to disclose.  In the event of a breach or threatened
breach by  Executive of the  provisions  of this Section 12, the Company will be
entitled to an injunction restraining Executive from disclosing,



                                     - 12 -

<PAGE>

in whole or in part, the knowledge of the past,  present,  planned or considered
business  activities of the Company or affiliates thereof, or from rendering any
services to any person, firm, corporation,  other entity to whom such knowledge,
in whole or in  part,  has been  disclosed  or is  threatened  to be  disclosed.
Nothing  herein will be construed as  prohibiting  the Company from pursuing any
other  remedies  available to the Company for such breach or threatened  breach,
including the recovery of damages from Executive.

     (d)  Subject  to  Section  12(e),   upon  any  termination  of  Executive's
employment  hereunder  pursuant to Section 6 or 7 of this  Agreement,  Executive
agrees not to compete  with the Company  for a period of one (1) year  following
such  termination  in any city,  town or county in which the Company or the Bank
has an office or has filed an application  for regulatory  approval to establish
an office,  determined as of the effective date of such  termination,  except as
agreed to pursuant to a resolution duly adopted by the Board.  Executive  agrees
that during such period and within said cities,  towns and  counties,  Executive
shall not work for or advise,  consult or  otherwise  serve  with,  directly  or
indirectly,  any entity whose business  materially competes with the depository,
lending  or other  business  activities  of the  Company.  The  parties  hereto,
recognizing that irreparable injury will result to the Company, its business and
property in the event of  Executive's  breach of this  Section 12, agree that in
the event of any such breach by the Executive,  the Company will be entitled, in
addition  to any other  remedies  and damages  available,  to an  injunction  to
restrain  the  violation  hereof by  Executive,  Executive's  partners,  agents,
servants,  employers,  employees and all persons  acting for or with  Executive.
Executive represents and admits that Executive's experience and capabilities are
such that Executive can obtain  employment in a business  engaged in other lines
and/or of a different  nature than the Company,  and that the  enforcement  of a
remedy  by  way  of  injunction  will  not  prevent  Executive  from  earning  a
livelihood.  Nothing  herein will be construed as  prohibiting  the Company from
pursuing  any other  remedies  available  to it for such  breach  or  threatened
breach, including the recovery of damages from Executive.

     (e)  Notwithstanding  any other  provision of this  Agreement,  the parties
understand, acknowledge and agree that the provisions of Section 12(d) shall not
apply in the event of Executive's termination of employment if: (i) Executive is
not entitled to receive severance benefits under any circumstances or determines
within ninety (90) days of such termination to waive any such severance payments
(and repays any severance benefits he has already received),  except in the case
of  termination  for Just  Cause;  (ii)  such  termination  follows  a Change in
Control; (iii) such termination  constitutes an involuntary  termination not for
Just Cause; or (iv) such termination constitutes a resignation for Good Reason.

13.  KEYMAN LIFE INSURANCE

     The  Company  shall  have the  right to  obtain  and hold a  "keyman"  life
insurance policy on the life of Executive with the Company as beneficiary of the
policy.  Executive agrees to provide any information reasonably required for the
issuance  of such  policy  and to submit  himself  to any  physical  examination
reasonably required for such policy.



                                     - 13 -

<PAGE>

14.  EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

     This Agreement contains the entire understanding between the parties hereto
and  supersedes  any  prior  employment  agreement  between  the  Companyor  any
predecessor of the Companyand  Executive,  except that this Agreement  shall not
affect or operate to reduce any benefit or compensation  inuring to Executive of
a kind elsewhere  provided.  No provision of this Agreement shall be interpreted
to mean that  Executive  is  subject  to  receiving  fewer  benefits  than those
available to him without reference to this Agreement.

15.  NO ATTACHMENT; BINDING ON SUCCESSORS.

     (a) Except as  required  by law,  no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to effect any such action  shall be null,
void, and of no effect.

     (b) This  Agreement  shall be binding  upon,  and inure to the  benefit of,
Executive and the Company and their respective successors and assigns.

16.  MODIFICATION AND WAIVER.

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

17.  SEVERABILITY.

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

18.  HEADINGS FOR REFERENCE ONLY.

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.



                                     - 14 -

<PAGE>

19.  GOVERNING LAW.

     Except to the extent  preempted by federal  law,  this  Agreement  shall be
governed by and construed and enforced in accordance  with the laws of the State
of New York  applicable to contracts  entered into and to be performed  entirely
within the State of New York by parties all of whom are citizens  and  residents
of the State of New York.

20.  ARBITRATION.

     Any  dispute  or  controversy  arising  under or in  connection  with  this
Agreement shall be settled exclusively by binding arbitration, as an alternative
to civil  litigation  and  without  any trial by jury to  resolve  such  claims,
conducted  by a panel of three  arbitrators  sitting in a location  selected  by
Executive  within  fifty  (50)  miles from the main  office of the  Company,  in
accordance  with the rules of the American  Arbitration  Association's  National
Rules for the  Resolution  of  Employment  Disputes  ("National  Rules") then in
effect.  One arbitrator shall be selected by Executive,  one arbitrator shall be
selected  by the  Company  and the third  arbitrator  shall be  selected  by the
arbitrators  selected by the  parties.  If the  arbitrators  are unable to agree
within  fifteen  (15)  days upon a third  arbitrator,  the  arbitrator  shall be
appointed for them from a panel of arbitrators  selected in accordance  with the
National Rules.  Judgment may be entered on the arbitrator's  award in any court
having  jurisdiction.  The Company  shall pay for the cost of such  arbitration,
including the costs and fees of the American Arbitration  Association and/or the
selected arbitrators.

21.  PAYMENT OF LEGAL FEES.

     (a) To the extent  permitted by then  applicable law, the Company shall, on
or after the date of a Change of Control,  indemnify,  hold  harmless and defend
Executive from and against  reasonable costs,  including  reasonable legal fees,
costs and  expenses,  incurred by him in  connection  with or arising out of any
action, suit or proceeding (including arbitration pursuant to Section 20 of this
Agreement)  in which he may be  involved,  as a result of his  efforts,  in good
faith, to defend or enforce the terms of this Agreement.

     (b) In  the  event  the  Company  exercises  its  right  to  terminate  the
Executive's  employment  for "Just  Cause," but it is  determined  by a court of
competent  jurisdiction  or by an  arbitrator  pursuant  to  Section  20 of this
Agreement  that "Just Cause" as defined in this Agreement did not exist for such
termination, or if in any event it is determined by any such court or arbitrator
that the Company has failed to make  timely  payment of any amounts  owed to the
Executive under this Agreement, the Executive shall be entitled to reimbursement
for all reasonable  costs,  including  attorney's fees,  incurred in challenging
such  termination or collecting  such amounts.  Such  reimbursement  shall be in
addition to all rights to which the Executive is otherwise  entitled  under this
Agreement.

     (c) The Company  shall,  upon  execution of this  Agreement,  reimburse the
Executive  for his  reasonable  legal fees for review of the  Agreement  up to a
maximum of $2,000.



                                     - 15 -

<PAGE>

22.  INDEMNIFICATION.

     During  the  term  of this  Agreement  and for a  period  of six (6)  years
thereafter,  the Company shall provide Executive (including his heirs, executors
and  administrators)  with  coverage  under a standard  directors  and  officers
liability  insurance policy at its expense,  and shall indemnify  Executive (and
his heirs,  executors and  administrators) to the fullest extent permitted under
applicable law against all expenses and liabilities  reasonably  incurred by him
in connection with or arising out of any action,  suit or proceeding in which he
may be  involved  by reason of his  having  been a  director  or  officer of the
Company or the Bank  (whether or not he continues to be a director or officer at
the  time  of  incurring  such  expenses  or  liabilities),  such  expenses  and
liabilities  to  include,  but not be limited  to,  judgments,  court  costs and
attorneys fees and the cost of reasonable  settlements (such settlements must be
approved by the Board).  If such action,  suit or proceeding is brought  against
Executive  in his capacity as an officer or director of the Company or the Bank,
however,  such indemnification shall not extend to matters as to which Executive
is finally  adjudged to be liable for willful  misconduct in the  performance of
his duties.

23.  SUCCESSOR TO THE COMPANY.

The Company shall require any successor or assignee, whether direct or indirect,
by purchase, merger, consolidation or otherwise, to all or substantially all the
business or assets of the Company,  expressly and  unconditionally to assume and
agree to perform the Company's  obligations  under this  Agreement,  in the same
manner and to the same extent  that the Company  would be required to perform if
no such succession or assignment had taken place.

24.  SOURCE OF PAYMENTS; NO DUPLICATION OF PAYMENTS.

     (a) All the  payments  provided in this  Agreement  shall be timely paid in
cash or check from the general funds of the Company.

     (b)  Notwithstanding  any provision  herein to the contrary,  to the extent
that  payments  and  benefits,  as  provided by this  Agreement,  are paid to or
received by Executive  under the Employment  Agreement  dated as of December __,
2008 governing the terms and  conditions of  Executive's  employment by the Bank
(the "Bank Agreement"), such compensation payments and benefits paid by the Bank
will be subtracted from any amount due Executive under this Agreement.  Payments
pursuant  to this  Agreement  and the  Bank  Agreement  shall  be  allocated  in
proportion to the level of activity and the time expended on such  activities by
Executive as determined by the Company and the Bank on a quarterly basis.

25.  NOTICE.

     For the purposes of this  Agreement,  notices and all other  communications
provided for in this  Agreement  shall be in writing and shall be deemed to have
been duly given when  delivered  personally or five days after mailing if mailed
by certified or registered  mail,  return receipt  requested,  postage  prepaid,
addressed to such party at the address listed below, or at such other address as
one such party may by written notice  specify to the other party:  (a) if to the
Company: ES Bancshares, Inc., 68 North Plan Road, Newburgh, NY 12550, Attention:
Corporate Secretary;  and (b) if to the Executive: to the most recent address on
file for him in the



                                     - 16 -

<PAGE>

Company's personnel records.

                            [signature page follows]



                                     - 17 -

<PAGE>


                                   SIGNATURES


     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized representative,  and Executive has signed this Agreement, on
the date first above written.

                                         ES Bancshares, Inc.




December 29, 2008                        By: /s/ Michael Ostrow
---------------------------                  ---------------------------------
Date                                         Michael Ostrow
                                             ---------------------------------,
                                             Chairman of the Board

                                         EXECUTIVE


December 29, 2008                        /s/ Arthur W. Budich
---------------------------              -------------------------------------
Date                                     Arthur W. Budich



                                     - 18 -