EMPLOYMENT AGREEMENT





         THIS   EMPLOYMENT   AGREEMENT   (hereinafter   referred   to  as   this

"AGREEMENT"),  entered  into as of the 24th  day of May,  2000,  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 Paul von Gunten, 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 President and Chief Executive Officer of the EMPLOYER;



         WHEREAS, the EMPLOYEE desires to continue to serve as the President and

Chief Executive Officer 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 President and Chief Executive Officer of the

EMPLOYER. The term of this AGREEMENT shall commence on the date hereof and shall

end on January 31, 2001 (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  President  and  Chief

Executive  Officer 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 of the EMPLOYER;  provided, however,

that  the  EMPLOYER  shall  employ  the  EMPLOYEE  during  the  TERM in a senior

management capacity without material  diminishment of the importance or prestige

of his position.









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     (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.



     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 $112,308  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

$112,308,  based upon the  EMPLOYEE's  individual  performance  and the  overall

profitability and financial condition of the EMPLOYER  (hereinafter  referred to

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