EMPLOYMENT AGREEMENT

                              --------------------



         THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this

"AGREEMENT"), entered into as of the 20th day of August, 2001, by and between

Peoples Federal Savings and Loan Association of Massillon, a savings and loan

association chartered under the laws of the United States (hereinafter referred

to as the "EMPLOYER"), and James R. Rinehart, an individual (hereinafter

referred to as the "EMPLOYEE");





                                   WITNESSETH:





         WHEREAS, the EMPLOYEE is an employee of the EMPLOYER;



         WHEREAS, as a result of the skill, knowledge and experience of the

EMPLOYEE, the Boards of Directors of the EMPLOYER desires to retain the services

of the EMPLOYEE as the Treasurer of the EMPLOYER;



         WHEREAS, the EMPLOYEE desires to continue to serve as the Treasurer of

the EMPLOYER; and



         WHEREAS, the EMPLOYEE and the EMPLOYER desire to enter into this

AGREEMENT to set forth the terms and conditions of the employment relationship

between the EMPLOYER and the EMPLOYEE;





         NOW, THEREFORE, in consideration of the premises and mutual covenants

herein contained, the EMPLOYER and the EMPLOYEE hereby agree as follows:



         1. EMPLOYMENT AND TERM. Upon the terms and subject to the conditions of

this AGREEMENT, the EMPLOYER hereby employs the EMPLOYEE, and the EMPLOYEE

hereby accepts employment, as the Treasurer of the EMPLOYER. The term of this

AGREEMENT shall commence on the date hereof and shall end on June 30, 2003

(hereinafter referred to as the "TERM"). In January of each year, the Board of

Directors of the EMPLOYER shall review the EMPLOYEE's performance and record the

results of such review in the minutes of the Board of Directors. This AGREEMENT

shall not be renewed or extended without a taking of affirmative action by the

Board of Directors of the EMPLOYER to cause such renewal or extension.



         2. DUTIES OF EMPLOYEE.



         (a) GENERAL DUTIES AND RESPONSIBILITIES. As the Treasurer of the

EMPLOYER, the EMPLOYEE shall perform the duties and responsibilities customary

for such office to the best of his ability and in accordance with the policies

established by the Board of Directors of the EMPLOYER and all applicable laws

and regulations. The EMPLOYEE shall perform such other duties not inconsistent

with his position as may be assigned to him from time to time by the Board of

Directors and the President and Chief Executive Officer of the EMPLOYER;

provided, however, that the EMPLOYER shall employ the EMPLOYEE during the TERM

in a senior management position without material diminishment of the importance

or prestige of his position.



         (b) DEVOTION OF ENTIRE TIME TO THE BUSINESS OF THE EMPLOYER. The

EMPLOYEE shall devote his entire productive time, ability and attention during

normal business hours throughout the TERM to the faithful performance of his

duties under this AGREEMENT and his duties for affiliates of the EMPLOYER. The

EMPLOYEE shall not directly or indirectly render any services of a business,

commercial or professional nature to any person or organization without the

prior written consent of the Board of Directors of the EMPLOYER; provided,

however, that the EMPLOYEE shall not be precluded from (i) vacations and other

leave time in accordance with Section 3(d) hereof; (ii) reasonable participation

in community, civic, charitable or similar organizations; or (iii) the pursuit

of personal investments which do not interfere or conflict with the performance

of the EMPLOYEE's duties to the EMPLOYER.









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         3. COMPENSATION, BENEFITS AND REIMBURSEMENTS.



         (a) SALARY. The EMPLOYEE shall receive during the TERM an annual salary

payable in equal installments not less often than monthly. The amount of such

annual salary shall be $51,204 until changed by the Board of Directors of the

EMPLOYER in accordance with Section 3(b) of this AGREEMENT.



         (b) ANNUAL SALARY REVIEW. In January of each year throughout the TERM,

the annual salary of the EMPLOYEE shall be reviewed by the Board of Directors of

the EMPLOYER and shall be set, effective January 1, at an amount not less than

$51,204, based upon the EMPLOYEE's individual performance and the overall

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