EXHIBIT 10.25

                              BANK PLUS CORPORATION

                              FIDELITY FEDERAL BANK

                     NO. 2 AMENDMENT TO EMPLOYMENT AGREEMENT


This Amendment No. 2 (the "Second Amendment") to the Letter Agreement dated as
of November 19, 1998 as previously amended by and between Bank Plus Corporation
("Bank Plus") and its principal subsidiary, Fidelity Federal Bank, A Federal
Savings Bank (the "Bank", and together with Bank Plus collectively, the
"Company") and John M. Michel ("Executive") is entered into as of February 13,
2001 with reference to the following:


                                    RECITALS

         A.       Company and Executive are parties to a Letter Agreement dated
                  as of November 19, 1998, as amended by Amendment No. 1 thereto
                  dated January 26, 2000 (collectively, the "Agreement").

         B.       The parties desire to modify the Agreement to extend the term
                  of the Agreement and to change the period for the notice of
                  non-renewal of the Agreement.

         C.       The parties are aware that given the Bank's regulatory
                  circumstances this Second Amendment is currently subject to
                  Office of Thrift Supervision's approval or non-objection, and
                  concurrence by the Federal Deposit Insurance Corporation.


                                    AGREEMENT

NOW THEREFORE, in consideration of the foregoing recitals and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

         1. Subsection (a) of Section 4 of the Agreement is hereby deleted in
its entirety and replaced with the following:

                           "4.    TERM OF AGREEMENT.

                  (a) This Agreement commenced on November 19, 1998 and shall
continue in effect until February 28, 2002; provided, HOWEVER, that, commencing
on March 31, 2001 and the last day of each month thereafter (each an "Applicable
Month"), the term of this Agreement shall be extended for one additional month
unless, on the first business day of the Applicable Month, the Company, the Bank
(after explicit review by their respective Boards), or you shall have given
written notice that this Agreement shall not be extended; PROVIDED FURTHER,
HOWEVER, that notwithstanding the delivery of any such notice, this Agreement
shall continue in effect for a period of twenty-four (24) months after a change
in control of the Company or the Bank, as defined in Section 5 hereof, if such
change in control shall have occurred during the term of this Agreement, as it
may be extended by the first proviso set forth above."



         2. Except as herein modified and amended, each and every term,
condition and agreement of said Agreement shall continue to apply with full
force and effect; PROVIDED, HOWEVER, that should any provision of the Agreement
be inconsistent with the terms of this Second Amendment, the Second Amendment
shall control.

IN WITNESS WHEREOF, the parties hereto have entered into this Second Amendment
effective as of the date first written above.

BANK PLUS CORPORATION



By:_____________________
Name:
Title:

FIDELITY FEDERAL BANK,
         A FEDERAL SAVINGS BANK


By: ________________________
Name:
Title:


EXECUTIVE

/S/ John M. Michel
- -----------------------------
Name:   John M. Michel