EMPLOYMENT AGREEMENT

                              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 Philip   Guarnieri   ("Executive").   The
Company   and   Executive   are   sometimes   collectively   referred to herein as the
"parties."

     WHEREAS,   Executive is serving as President and Chief Operating   Officer of
the Bank   pursuant to an employment   agreement by and between   Executive and the
Bank dated September 23, 2004 (the "2004 Agreement"); and

     WHEREAS,   the parties   wish to supersede   and update the 2004   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 President and
Chief   Operating   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) Three 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 three (3) years (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 three (3) years; 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

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for an additional year.

     (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 third
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   third
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  



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Executive was   participating or from which he was deriving   benefit   immediately
prior to the   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
five (5) 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   and/or its affiliates   shall provide   Executive with an
automobile   suitable to the position of President and Chief Operating Officer of
the Company,   and such   automobile   may be used by Executive in carrying out his
duties under this   Agreement



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and for his   personal   use   such as   commuting   between   his   residence   and his
principal   place of employment.   The Company shall   reimburse   Executive for the
cost of   maintenance,   use and servicing of such   automobile.   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 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



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<PAGE>

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.

     (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:



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<PAGE>

          (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.

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.



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     (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 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



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