CONFIDENTIALITY AGREEMENT

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                           CONFIDENTIALITY AGREEMENT

     First Keystone Federal Savings Bank (the "Company") has engaged Marshall
Soss and KarMar Realty Group, Inc., a Pennsylvania corporation (together
hereinafter referred to as "Broker"), as an independent contractor to determine
the availability of the sites identified in the Master Branching Analysis,
Chester and Delaware Counties, dated December 30, 1996 (the "Master Branching
Analysis"), prepared for the Company by The Lancaster Group.

      In consideration of the engagement, the payment of Ten ($10.00), receipt of
which is hereby acknowledged, and other good and valuable consideration, Broker
agrees as follows:

     1. The relationship between the Company and the Broker pursuant to the
above-referenced engagement may be terminated at any time for any reason or for
no reason, by written notice from either party provided that written notice
shall be given at least one (1) week prior to the e