EXHIBIT 10(n)

              INVESTMENT AND FINANCIAL ADVISORY SERVICES AGREEMENT

THIS INVESTMENT AND FINANCIAL  ADVISORY SERVICES  AGREEMENT (this  "Agreement"),
dated as of the 1st day of  January,  1994,  is by and  between  Mastrapasqua  &
Associates,  Inc. ("M&A") and Trans Financial Bank, National Association ("Trans
Financial").

                                    RECITALS

         A. Trans  Financial is a national  banking  association  that  provides
various trust services to its customers, including custodial and agency accounts
for individuals and entities, and employment benefit accounts for employers.

         B. M&A is knowledgeable  in the securities and investment  business and
is willing to provide  investment  and  financial  advice to Trans  Financial in
order to assist Trans Financial in performing its duties with respect to certain
trust account relationships.

         C.       The parties  hereto desire to set forth the terms and
conditions for the provision of investment and financial advisory services to be
performed by M&A for Trans Financial.

                                    AGREEMENT

        THEREFORE,  IN  CONSIDERATION  of the  foregoing  and the  covenants and
promises set forth below, the parties hereto agree as follows:

         1 . Definitions.  The following terms shall have the meanings indicated
when used in this Agreement:

       (a) "Aggregate  Balance" shall mean the aggregate of the average  monthly
principal balances of all Managed Accounts.

          (b)  "Excess  Balance"  shall  mean,  with  respect to any month,  the
Aggregate Balance for that month in excess of $41,000,000.00.

          (c) "Managed  Accounts"  shall mean all (i) all custodial  accounts of
trust  customers of Trans  Financial with respect to which M&A is the investment
advisor pursuant to an investment  advisory  agreement between M&A and the trust
customer,  where Trans Financial receives the entire fee from the trust customer
for the services  performed  by Trans  Financial  and M&A,  (ii) all accounts of
trust  customers of Trans  Financial  with respect to which Trans  Financial has
requested that M&A provide  account-specific advice to Trans Financial to assist
it in the management of such account,  and (iii) any other  accounts,  as agreed
upon by Trans Financial and M&A from time to time.

         2.       Advisory Services.  M&A shall work with Trans Financial to:



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         (a) Establish, modify from time to time as necessary, and articulate an
investment  philosophy  that can be  effectively  communicated  and  marketed to
customers and potential customers of Trans Financial;
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         (b)      Develop a consistent framework for investing and a disciplined
                  approach for implementation;

         (c)      Construct a methodology for selecting appropriate fixed income
                  and equity instruments,  and establish an execution strategy;

         (d)      Market Trans Financial's philosophy and investment approach to
                  current and prospective customers; and

         (e)      Develop an expanded customer base for commingled funds offered
                  by Trans Financial.

         3.       Advisory Activities.  M&A shall perform the following 
                  activities in furtherance of the goals set forth in
                  the previous section:

         (a)  M&A  shall  participate  in  weekly  conference  calls  with  such
employees  of Trans  Financial as Trans  Financial  shall deem  appropriate,  to
discuss market outlook and strategy,  as well as pertinent  contemporary issues.
The weekly  conference  calls shall be scheduled as mutually  agreed between the
parties.  In  addition,  M&A shall be  reasonably  available  at other times for
unscheduled calls or discussions, as needed by Trans Financial.

         (b) M&A shall assist Trans Financial in establishing, and evaluating on
an ongoing  basis,  asset  allocation  models to be used by Trans  Financial  in
managing  trust  accounts,  and  shall  advise  Trans  Financial  on the  mix of
investments  within the  parameters  of each asset  allocation  model,  based on
current market conditions and outlook.

         (c) M&A shall provide a portfolio  evaluation service,  focusing on the
asset allocation  approach with sector emphasis and security selection for those
customers identified by Trans Financial.

         (d) M&A shall  conduct  up to six  seminars  each  year in the  markets
served by Trans Financial,  to cultivate  existing and build  additional  market
base for Trans  Financial's trust services and banking  operations,  and for the
brokerage services offered by Trans Financial's  subsidiary  broker-dealer.  The
seminars  shall be scheduled  as mutually  agreed  between the parties,  and the
content of the seminars may be educational,  service driven or action  oriented,
as directed by Trans Financial.

         (e) M&A shall make quarterly  presentations to existing and prospective
trust account  customers of Trans Financial,  which may include an outlook forum
(the economy,  bond and stock  markets and  investment  strategy),  an education
forum (various aspects of investing,  types of investments and managing assets),
or such other topics or formats as are agreed to between the parties.

         4.  Term.  The term of this  Agreement  shall  be from the date  hereof
through December 31, 1994, and shall automatically renew for successive one-year
periods,  unless  either  party hereto  notifies the other party in writing,  at
least 90 days  prior  to the end of the  then  current  term,  of the  notifying
party's  intention  to terminate  this  Agreement at the end of the then current
term.

         5. Fees. For services rendered hereunder,  Trans Financial shall pay to
M&A a monthly fee equal to $15,000.00 plus 1/12th of 0.25% of the Excess Balance
(if any). Trans Financial shall receive the entire fee charged to customers with
Managed Accounts (unless otherwise agreed in connection with accounts qualifying
as  Managed  Accounts  under  subparagraph  (iii) of the  definition  of Managed
Accounts), and shall pay M&A for its services rendered hereunder by means of the
fee provided for in this section.  Monthly fees shall be paid in arrears  within
15 days of the end of each month.

         6.       Relationship.  M&A is engaged  hereunder as a consultant and
independent contractor,  and nothing herein shall be construed as creating an 
employment,  agency,  partnership,  or joint  venture  relationship  between the
parties hereto.

         7.       Miscellaneous.  This  Agreement  shall be binding upon and 
inure to the benefit of the parties hereto and their  respective  successors and
assigns,  and shall be governed by and construed  under the laws of the
Commonwealth  of Kentucky.

         EXECUTED as of the date first set forth above.

                                      MASTRAPASQUA & ASSOCIATES

                                             By:  /s/Frank Mastrapasqua


                                      TRANS FINANCIAL BANK, NATIONAL ASSOCIATION


                                             By:  /s/ Douglas M. Lester



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Date:             February 13, 1996

To:               Ron Szejner

From:             Frank Mastrapasqua

Subject:          Investment Services Agreement between Trans Financial and
                  Mastrapasqua & Associates


Earlier  this week you  suggested  that I advise you with respect to our monthly
compensation  billing  that  has  been in  effect  since  October  1,  1995.  In
anticipation  of  drafting  a revised  Agreement  between  Trans  Financial  and
Mastrapasqua & Associates, we revised our billing methodology effective October,
1995 using a mutually  agreed upon approach of  establishing a "basis point" fee
assessment  on total  Trust  Assets as well as a  percentage  of  Broker  Dealer
revenues after certain thresholds were reached. The minimum of $35,000 per month
has been  charged to Trans  Financial  (plus  expenses)  since  October  because
asset/revenue  levels have been  insufficient to warrant  charging more than the
minimum monthly fee.
Billings prior to the conversion were running approximately  $28,000-$29,000 per
month.

As a follow-up  to your  recent  inquiry,  we have  calculated  January,  1996's
billing if we used the old basis as described  in the January 1, 1994  Agreement
between Trans Financial Bank National Association and Mastrapasqua & Associates.
Much to our surprise,  the amount charged would have been substantially  greater
than the $35,000 minimum or approximately $42,000. This reflects a sharp ramp-up
in the number of Trust Accounts being Advised by M&-A since the September,  1995
time-frame  which is consistent  with Trans  Financial's  successful  efforts in
attracting new money as well as closer,  effective  coordination  with M&A. This
seems to confirm  Doug's  vision and  expectation  of growth.  The  momentum  is
continuing into February.

Going forward,  we would suggest that until Trans  Financial  notifies us to the
contrary,  we will assume that the terms of the original agreement dated January
1, 1994 remain in effect,  with the exception of the  compensation  formulation.
With respect to  compensation,  we would agree to adhere to the mutually  agreed
upon revised  compensation  structure (attached) which for now and prospectively
appears to favor Trans Financial.

6.       Compensation.

  A.     In consideration of the services rendered pursuant to this Agreement,
         the Bank will pay the Adviser:

  [1] a fee, payable  monthly,  equal to a percentage of the Trust Assets of the
Bank net of any Trust Assets invested in one or more series of the Trans Adviser
Funds and net of any accounts  that are part of Trust Assets and are managed and
introduced  to Trust by M&A  under  M&A's  sole  investment  advisory  contract,
provided  however that such fee shall in all events  equal at least  $35,000 per
month. The payment levels will be consistent with the following schedule:

                 Net Trust Assets                    Applicable Fee
               Up to $599,999,999                         .095%
         $600,000,000 to $799,999,999                     .085%
         $800,000,000 to $999,999,999                     .075%
         $1,000,000,000 to $1,199,999,999                 .065%
               Over $1,200,000,000                        .050%

For purposes of this Section 6.A, the "Trust  Assets" of the Bank shall mean all
assets  held by the  Bank as  trustee  or  otherwise  in a  fiduciary  capacity,
including without limitation, as trustee of estates, guardianships, testamentary
trusts, inter vivos trusts, agencies, corporate trusts and employee benefit plan
trusts.  The Trust Assets of the Bank shall be as reflected on the monthly Trust
Department Annual Report filed by the Bank with the Comptroller of the Currency;
and

[2] a fee,  payable  monthly,  equal  to 3.00% of the  Commissions  (as  Defined
below);  provided,  however,  that the Adviser  shall  receive no fee under this
Section  6.A[2]  if, in any  month,  the  Commissions  do not  exceed  $350,000.
"Commissions"  shall  mean  the  gross  commissions  actually  received  by,  or
discounts  or  concessions  allowed  to,  TFIS with  respect  to all  securities
transactions which occur at locations of TFIS, less customary direct offsets.


B. The fees set forth in Section 6.A above shall constitute all the fees payable
to the  Adviser  pursuant  to this  Agreement.  The Bank shall  receive all fees
attributable to custodial accounts of the Bank with respect to which the Adviser
serves  as the  investment  adviser  pursuant  to a  joint  M&A/Bank  investment
advisory  agreement  with the Trust  customer and all fees  attributable  to all
other Trust  accounts of the Bank with  respect to which the Bank has  requested
the Adviser to provide specific advice.

C. The  monthly  fees  provided  for in this  Section 6 shall be paid in arrears
within fifteen (15) days following the end of each month.  Upon any  termination
of this Agreement,  the fees payable pursuant to this Section 6 will be prorated
and paid promptly after termination.

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               Billing Mathematics Using Old Basis Of Calculation



         Actively Managed Accounts                                 $  53,834,657

         Asset Allocation Accounts                                 $  34,914,670

         Advisory Accounts                                         $  58,208,074
                                                                   -------------
         Total Account Management                                  $ 146,957,401

         Payment Threshold                                         $  41,000,000
                                                                   -------------
         Amount Applicable to 25 Basis Points                      $ 105,957,401
         Billing @ 25 Basis Points                              $         22,074
         Plus Base Level Amount Per Month                                 20,000
                                                                   -------------

         Total Billing for January, 1996                                  42,074