EXHIBIT 99.6






[LETTERHEAD]

                                   May 28, 1997


Board of Directors
Landmark Community Bank
26 Church Street
Canajoharie, New York 13317

RE: Conversion Advisory Services

Gentlemen:

   This letter sets forth the terms of the proposed engagement between Trident 
Financial Corporation ("TFC") and Landmark Community Bank, Canajoharie, New 
York, (the "Bank") concerning our conversion advisory services in connection 
with the mutual to stock conversion of the Bank and the issuance of shares of 
stock in a newly formed holding company in a subscription and community 
offering.

   Trident is prepared to act as consultant and advisor in connection with the 
offering of shares of common stock of the Bank during the subscription and 
community offering as such terms are defined in the Bank's plan of 
conversion. In acting as an advisor to the Bank, TFC's activities will 
include training the officers and employees of the Bank with respect to 
recordkeeping and solicitation of offers to purchase and, generally, advising 
the directors and officers as to the mechanics of the community offering 
process.

   For its services hereunder, TFC will receive the following compensation and 
reimbursement from the Bank:

        1.  A fee in the amount of $20,000 payable $5,000 upon the signing of
            this agreement, $15,000 upon the completion of the conversion.
            
        2.  Out-of-pocket expenses, not to exceed $5,000 RLB without prior 
            permission from the Bank, which will be billed at the completion 
            of the conversion.
            
        3.  In the event the conversion of the Bank is terminated, for any
            reason, prior to completion, or is delayed for more than six 
            (6) months from the date of this letter, TFC may, in addition to 
            reimbursement of its out-of-pocket expenses described in 
            paragraph 2 above (including legal fees, if any), be entitled
            to receive a portion or all of the fee set forth in Paragraph (1)
            above. The actual amount of such fee, if any, will be directly 
            related to the efforts expended by TFC on behalf of the Bank up
            to the point the conversion is terminated or delayed and shall not
            exceed $20,000.

   Any amounts advanced to TFC to which it is not entitled pursuant to the 
preceding paragraph shall, after reimbursement of all of TFC's out-of-pocket 
expenses, be returned by TFC to the Bank.




Board of Directors
May 28, 1997
Page 2

   The Bank hereby agrees to the full extent permitted by law to indemnify 
and hold harmless TFC, its agents, servants, employees and affiliates who act 
for or on behalf of TFC in connection with the services called for under this 
agreement from and against any and all loss, liability, claim, damage and 
expense whatsoever and will further promptly reimburse such persons for any 
legal or other expenses reasonably incurred by each or any of them in 
investigating, preparing to defend or defending against any such action, 
proceeding or claim (whether commenced or threatened) arising out of or based 
upon any untrue or alleged untrue statement of a material fact or the 
omission or alleged omission of a material fact required to be stated or 
necessary to make not misleading any statements contained in the offering 
circular or any other document or communication utilized by the Bank in 
connection with the stock sale, and of which TFC had no knowledge, or 
otherwise arising out of or based upon any violation of federal or state 
securities laws by the Bank provided such violation is not the result of 
TFC's failure to be properly licensed. The foregoing indemnification shall 
remain in full force and effect, regardless of any termination or 
cancellation of this agreement and will survive the conversion of the Bank. 
Any successor or assign of TFC, its agents, officers, employees and 
affiliates, or their legal representatives, shall be entitled to the benefit 
of the foregoing indemnification.

   This letter sets forth the entire agreement among the parties hereto and 
may not be amended, modified or terminated orally, but only by a written 
instrument signed by the party against whom enforcement of such amendment, 
modification or termination is sought. The agreement evidenced hereby shall 
be binding upon, inure to the benefit of and be enforceable by, the 
respective successors and assigns of the parties.

   Please acknowledge your agreement to the foregoing by signing below and 
returning to TFC one copy of this letter, along with the advance payment of 
$5,000 described above. This proposal is valid for a period of thirty (30) 
days from the date hereof.

                                       Yours very truly,

                                       TRIDENT FINANCIAL CORPORATION


                                       By:  -----------------------
                                            R. Lee Burrows, Jr.
                                            Managing Director

Accepted and agreed to this

- --------day of ---------, 1997

LANDMARK COMMUNITY BANK

- ------------------------
Gordon Coleman
Executive Vice President

RLB:cs