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EXHIBIT 10 PLACEMENT AGENT AGREEMENT


                            PLACEMENT AGENT AGREEMENT


                                  June 22, 2004

Howe Barnes Investments, Inc.
135 South LaSalle Street
Chicago, Illinois  60603


         Re:            Citizens First Corporation
--------------------------------------------------

Ladies and Gentlemen:

           Section 1. Introductory. Citizens First Corporation (the "Company"),
has authorized the issuance and sale of cumulative convertible preferred stock
(the "Securities"). The Securities will be issued in the aggregate purchase
price between $8,000,000 and $10,000,000 and on such terms as are disclosed in
the Placement Memorandum (as defined below).

         The Company intends to sell the Securities to a limited number of
accredited investors (each a "Purchaser") in reliance upon available exemptions
from the registration requirements of the Securities Act of 1933, as amended
(the "1933 Act"), and state securities laws. The Company has requested you to
assist it as placement agent in the private placement of Securities, and you
have indicated your willingness to do so, subject to the satisfactory completion
of such investigation and inquiry as you deem appropriate under the
circumstances and subject to the conditions set forth below.

           Section 2. Appointment of Placement Agent; Placement of Securities.
(a) The Company hereby appoints you as the placement agent (the "Placement
Agent") in connection with the placement of the Securities. Subject to the
performance by the Company of its obligations contained herein and to the
completeness and accuracy of its representations and warranties contained
herein, you hereby accept such agency and agree, on the terms and conditions set
forth herein, to use your "best efforts" to locate and place the Securities with
qualified Purchasers for the Securities. Your agency hereunder shall continue
until the date upon which the last of the Securities is sold to a Purchaser,
unless this Agreement is terminated prior to such date pursuant to Section 8
hereof.

         (b) The Placement Agent will offer the Securities only to persons who
are "accredited investors" within the meaning of Regulation D under the 1933 Act
and only in accordance with Rule 502(c) of said Regulation D. Company counsel
will determine the categories of investors to whom the Securities may be offered
without registration or qualification under the state securities or "Blue Sky"
laws of the various states, and Placement Agent
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agrees that it will offer the Securities only to such investors in such states.
All sales of the Securities are subject to acceptance by the Company. The
Placement Agent agrees that it will not offer or sell any of the Securities:

                   (i) to any offeree who does not constitute an "accredited
         investor" within the meaning of Regulation D under the 1933 Act,
         without the prior approval of the Company; or

                  (ii) by means of any form of general solicitation or general
         advertisement, including but not limited to (x) any advertisement,
         article, notice or other communication published in any newspaper,
         magazine or similar media or broadcast over television or radio, (y)
         any seminar or meeting if any person other than an "accredited
         investor" attends or is invited to attend or whose attendees have been
         invited by any general solicitation or general advertising and (z) any
         letter, circular, notice or other written communication unless such
         communication is directed solely to investors identified as "accredited
         investors."

         (c) It is expressly agreed that the Placement Agent's agency hereunder
shall constitute a "best efforts" agency undertaking and that this Agreement
shall not be understood as a commitment, expressed or implied, by the Placement
Agent to underwrite, purchase or pay for any of the Securities.

         (d) It is understood and expressly agreed that nothing contained in
this Agreement shall prevent the Placement Agent from entering into any agency
agreements, underwriting agreements or other similar agreements governing the
offer and sale of securities with any other issuer or issuers of securities, and
nothing contained herein shall be construed in any way as precluding or
restricting the right of the Placement Agent to sell or offer for sale
securities issued by any person; provided, however that the Placement Agent
shall have no authority to bind the Company.

         (e) The Company agrees that in connection with the placement of the
Securities, the Placement Agent may use such data and information that the
Company furnishes to the Placement Agent, subject to the limitations of Section
12. The Placement Agent shall not deliver any of such data and information to
prospective Purchasers of the Securities unless the Company has given its prior
express consent to such delivery. The Placement Agent shall not distribute any
offering material in connection with the offer and sale of the Securities other
than the Private Placement Memorandum relating to the Securities dated June 17,
2004, as supplemented (the "Placement Memorandum") or other materials consented
to in advance by the Company. Neither the Placement Agent nor any person
employed by the Placement Agent shall provide any information or make any
representations to Purchasers other than such information and representations as
are contained in or incorporated by reference into the Placement Memorandum or
as are not inconsistent with information set forth in the Placement Memorandum
and have been pre-approved by the Company in writing.

         (f) The Placement Agent represents and warrants, as of the date hereof
and at the Closing Date with respect to the issuance and sale of the Securities,
that it is licensed as a broker-dealer authorized to offer and sell the
Securities by the Securities and Exchange Commission and the securities
authorities of each state in which the Placement Agent will offer or has offered
the Securities.

           Section 3. Representations and Warranties of the Company. The Company
hereby represents and warrants to, and agrees with, the Placement Agent, that:
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                   (a) At the date hereof and at each closing date with respect
         to the issuance and sale of the Securities (each, a "Closing Date"),
         the Company has been and will have been duly organized and is and will
         be validly existing as a corporation in active status under the laws of
         the state of its incorporation, with corporate power and authority to
         own or lease its property and conduct its business as presently
         conducted. At such date, the Company is duly qualified to transact
         business in all jurisdictions in which the conduct of its business
         requires such qualification and the failure to so qualify could
         reasonably be expected to have a material adverse effect on the
         business or condition, financial or otherwise of the Company and its
         subsidiaries, taken as a whole ("Material Adverse Effect").

                   (b) At the date hereof and at the Closing Date, the Company
         has and will have the corporate power and authority to authorize the
         issuance and sale of the Securities as contemplated hereby. At each
         such date, this Agreement has been and will have been duly and validly
         authorized, executed and delivered by the Company and constitutes and
         will constitute the legal, valid and binding obligation of the Company,
         enforceable against the Company in accordance with its terms, except as
         such obligations may be limited by bankruptcy, insolvency,
         reorganization and other similar laws affecting the rights of creditors
         generally and the application of general equitable principles
         (regardless of whether the issue of enforceability is considered in a
         proceeding in equity or at law). At the Closing Date, all documents
         relating to the Securities issuance (the "Transaction Documents") will
         have been duly and validly authorized, executed and delivered by the
         Company and will constitute the legal, valid and binding obligations of
         the Company, enforceable against the Company in accordance with their
         respective terms, except as such obligations may be limited by
         bankruptcy, insolvency, reorganization, and other similar laws
         affecting the rights of creditors generally and the application of
         general equitable principles (regardless of whether the issue of
         enforceability is considered in a proceeding in equity or at law).

                   (c) Except as disclosed in writing to the Placement Agent, at
         the date hereof and at the Closing Date, the business and operations of
         the Company have been and will be conducted in compliance in all
         material respects with all applicable laws, rules and regulations of
         all governmental and regulatory authorities having jurisdiction over
         the Company. At each such date, the Company holds and is operating in
         compliance with in all material respects, and will hold and will be
         operating in compliance with in all material respects, all material
         licenses, approvals, certificates and permits from governmental and
         regulatory authorities which are necessary to the conduct of its
         businesses. At each such date, no proceedings on the part of such
         governmental or regulatory authorities are or will be pending or, to
         the Company's knowledge, threatened which might result in the
         suspension, revocation or material limitation of any such licenses,
         approvals, certificates and permits. At each such date, each approval,
         consent, authorization, declaration or filing of the Company by or with
         any regulatory, administrative or other governmental body which is then
         necessary in connection with the execution and delivery by the Company
         of this Agreement and the consummation of the transactions contemplated
         hereby and thereby has been and will have been obtained or made and is
         and will be in full force and effect.

                   (d) At the date hereof and at the Closing Date, the Company
         is not or will not be in violation of or default under its charter or
         bylaws or under any permit, judgment, decree, order, statute, rule or
         regulation applicable to the Company, or under any agreement, lease,
         contract, loan agreement, indenture or other instrument or obligation
         to which the Company is a party or by which it is bound, except where
         such violations or defaults could not reasonably be expected to have a
         Material Adverse Effect. At each such time, the consummation of the
         transactions contemplated hereby and the fulfillment of the terms
         hereof and of the Securities do not and will not conflict with or
         result in a violation of or default under the
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         charter or bylaws of the Company, or under any permit, judgment,
         decree, order, statute, rule or regulation applicable to the Company,
         or under any agreement, lease, contract, loan agreement, indenture or
         other instrument or obligation to which the Company is a party or by
         which it or any of its properties is bound, except where such conflict,
         violation or default could not reasonably be expected to have a
         Material Adverse Effect.

                   (e) The financial statements and schedules previously
         delivered to the Placement Agent fairly present, in all material
         respects, the financial condition and results of operations of the
         Company at the dates and for the periods presented therein. Such
         financial statements have been prepared in accordance with generally
         accepted accounting principles consistently applied throughout the
         periods presented, and all adjustments necessary for a fair
         presentation of the financial condition and results of operations of
         the Company at such dates and for such periods have been made (except
         in the case of interim financial statements, year end adjustments or
         nonrecurring items).

                   (f) At the date hereof, none of the Company, any affiliate of
         the Company, any person acting on behalf of the Company or any person
         acting on behalf of any such affiliate, has, directly or indirectly,
         offered or sold or attempted to offer or sell any of the Securities to,
         or solicited offers to purchase any Securities from, any prospective
         purchaser thereof in such a manner as to require the registration of
         the Securities under the 1933 Act.

                   (g) At the date hereof and at the Closing Date, neither the
         Company nor any affiliate is or will be a party to or bound by any
         placement agency agreement, finder's fee agreement, or other agreement
         pursuant to which either of them is or may be required to pay any
         person other than the Placement Agent any commission, finder's fee or
         other similar amount with respect to the placement and sale of the
         Securities or is restricted from offering or selling the Securities as
         contemplated hereby.

                   (h) The information contained in the Placement Memorandum
         will not contain any untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading.

                   (i) If between the date of this Agreement and the Closing
         Date, the Company has knowledge of a fact or event which would cause
         the Placement Memorandum to contain an untrue statement of a material
         fact or to omit to state a material fact required to be stated therein
         or necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, the Company
         shall notify the Placement Agent and will amend or supplement the
         Placement Memorandum in a form and in a manner reasonably approved by
         the Company and the Placement Agent.

         Section 4.Certain Agreements of the Company. The Company hereby agrees
         with the Placement Agent that:

                   (a) None of the Company, any affiliate of the Company or any
         person acting on behalf of the Company or any such affiliate (other
         than the Placement Agent or any other investment banking firm retained
         by the Placement Agent and approved by the Company (an "Approved
         Agent")), will, directly or indirectly, offer or sell or attempt to
         offer or sell any of the Securities to, or solicit offers to purchase
         any Securities from, any prospective Purchaser thereof, except pursuant
         to an exemption from, or in a transaction not subject to, the
         registration requirements of the 1933 Act. Until June 1, 2005, none of
         the
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         Company, any affiliate of the Company or any person acting on
         behalf of the Company or any such affiliate (other than the Placement
         Agent) will, directly or indirectly, offer or sell or attempt to offer
         or sell any securities of the Company, or any affiliate of the Company,
         to, or solicit offers to purchase any such securities from, any
         non-insider to whom the Placement Agent offered to sell any of the
         Securities. Such persons will be identified by the Placement Agent on
         the earlier of the Closing Date or on the termination date set forth in
         Section 8 hereof.

                   (b) The Company will make available to the Placement Agent
         and its counsel such additional documents and information regarding the
         Company as the Placement Agent and such counsel may from time to time
         reasonably request.

                   (c) The Company will make available to each potential
         Purchaser identified by the Placement Agent, but subject to applicable
         law and in any case involving nonpublic information to receipt by the
         Company from the potential Purchaser of a confidentiality agreement
         satisfying (in the Company's reasonable judgment) the requirements of
         Rule 100(b)(2)(ii) of Regulation FD under the 1933 Act, prior to the
         Closing Date, (i) such information as may be requested by such
         potential Purchaser in order to evaluate an investment in the
         Securities, as applicable, and (ii) an opportunity to ask questions of,
         and receive answers from, the Company with respect to such matters.

                   (d) At each Closing Date, the Company will deliver to the
         Placement Agent the following:

                            (i) the opinion of Wyatt, Tarrant & Combs, LLP,
                  counsel to the Company, dated the Closing Date, in
                  substantially the form as Exhibit A hereof;

                           (ii) certificates signed by the president or vice
                  president of the Company dated the Closing Date, to the effect
                  that the respective representations and warranties of the
                  Company contained in this Agreement are true and correct in
                  all material respects on and as of the Closing Date with the
                  same effect as if made on the Closing Date, and that the
                  Company has performed all the agreements and satisfied all the
                  conditions to be performed or satisfied by the Company, in all
                  material respects, under this Agreement at or prior to the
                  Closing Date;

                          (iii) the executed Transaction Documents; and

                           (iv) such additional closing certificates, opinions
                  and other closing documents as the Placement Agent or its
                  counsel may reasonably have requested.

         The Placement Agent and its counsel shall be an addressee of, or
         expressly authorized to rely upon, the certificates, opinions of
         counsel and other closing documentation so delivered. All such
         certificates, opinions of counsel and other closing documentation, and
         the Securities shall be in form and substance reasonably satisfactory
         to the Placement Agent and its counsel.

                   (e) At any time that the Company is not subject to Section 13
         or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934
         Act"), the Company will furnish to any holder of the Securities and any
         prospective purchaser of the Securities, upon request of such holder or
         prospective purchaser, the information required to be delivered
         pursuant to Rule 144A(d)(4) under the 1933 Act. This
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         covenant is intended to be for the benefit of the prospective
         purchasers designated by such holders from time to time.

           Section 5. Compensation; Payment of Expenses. (a) In consideration of
the Placement Agent's services hereunder, the Company agrees to pay to the
Placement Agent a fee in an amount equal to 4.0% of the aggregate purchase price
of Securities placed to non-insiders of the Company and 1.6% of the aggregate
purchase price of Securities placed to insiders, including directors, officers
and employees of the Company. Such fee shall be paid by the Company to the
Placement Agent in immediately available funds on the Closing Date. The Company
shall have no obligation to pay any fees with respect to any placement of
Securities which is not completed. The Placement Agent shall be responsible for
all fees payable to any Approved Agent.

         (b) Whether or not the transaction contemplated hereby is consummated,
the Company shall pay all costs, fees and expenses incurred by it in connection
with such transactions, including, without limitation, (i) the fees and expenses
of counsel to the Company and of the Company's accountants and consultants, (ii)
the expenses of preparing and reproducing the Securities, the Placement
Memorandum and the Transaction Documents, (iii) the expenses, fees (including
any "Blue Sky" fees) and taxes, if any, incident to the issuance of the
Securities, and (iv) the expenses of the Company's performance of and compliance
with all agreements and conditions contained and incorporated herein.

         (c) Other than the reasonable fees of counsel to the Placement Agent
(not to exceed $6,000) and certain reasonable offering expenses (not to exceed
$4,000), the Company shall not be obligated to pay the costs, fees and expenses
incurred by the Placement Agent in connection with the transaction. The Company
is obligated to pay the reasonable fees of counsel to the Placement Agent (not
to exceed $6,000) and certain reasonable offering expenses (not to exceed
$4,000) whether or not the transaction contemplated hereby is consummated.

           Section 6. Conditions to the Placement Agents' Obligations. The
obligation of the Placement Agent to provide the services provided for hereunder
is subject to the accuracy of the representations and warranties of the Company
contained herein and to the performance by the Company of its agreements and
obligations contained herein.

           Section 7. Indemnification and Contribution. (a) The Company agrees
to indemnify and hold harmless the Placement Agent and each person, if any, who
controls the Placement Agent within the meaning of the 1933 Act or the 1934 Act
(each, an "Agent Indemnified Party"), against any and all losses, claims,
damages or liabilities to which the Placement Agent or such controlling person
may become subject insofar as such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of a material fact contained in
any offering materials prepared by or on behalf of the Company in connection
with the offer and sale of the Securities or in any information furnished or
made available by or on behalf of the Company to prospective Purchasers or their
respective representatives (all such offering materials and information
collectively referred to herein as the "Offering Materials") or any amendment
thereof or supplement thereto, or (ii) the omission or alleged omission to state
in the Offering Materials a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they are made,
not misleading, and will reimburse the Placement Agent and each such controlling
person for any legal or other expenses reasonably incurred by the Placement
Agent or such controlling person in connection with investigating or defending
against any such loss, claim, damage, liability, action or proceeding. The
Company shall not be liable hereunder to any Agent Indemnified Party to extent
that the losses, claims, damages or liabilities
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incurred by the Agent Indemnified Party arise from such person's fraudulent act
or omission. This indemnity agreement will be in addition to any liability which
the Company may otherwise have.

         (b) The Placement Agent agrees to indemnify and hold harmless the
Company and each person, if any, who controls the Company within the meaning of
the 1933 Act or the 1934 Act (each a "Company Indemnified Party" and together
with the Agent Indemnified Parties, an "Indemnified Party"), against any and all
losses, claims, damages or liabilities to which the Company or such controlling
person may become subject insofar as such losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained
in, or any omission or alleged omission from, any Offering Materials or any
amendment thereof or supplement thereto to the extent the statement or alleged
statement does not appear in the Placement Memorandum and was made by the
Placement Agent without prior authorization by the Company as required by this
Agreement, and will reimburse the Company and each such controlling person for
any legal or other expenses reasonably incurred by the Company or such
controlling person in connection with investigating or defending against any
such loss, claim, damage, liability, action or proceeding; provided, however,
that the obligation of the Placement Agent to indemnify the Company Indemnified
Parties hereunder is limited to the total fees earned by the Placement Agent
hereunder and costs, fees and expenses for which the Placement Agent has been
reimbursed by the Company. The Placement Agent shall not be liable hereunder to
any Company Indemnified Party to the extent that the losses, claims, damages or
liabilities incurred by the Company Indemnified Party arise from such person's
fraudulent act or omissions. This indemnity agreement will be in addition to any
liability which the Placement Agent may otherwise have.

         (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any Indemnified Party pursuant to this Section 7,
such Indemnified Party shall promptly notify the party required to provide
indemnification hereunder (the "Indemnifying Party") in writing. No
indemnification provided for in this Section 7 shall be available to any
Indemnified Party who shall fail to give written notice as provided in this
Section 7(c) if the Indemnifying Party was unaware of the proceeding to which
such notice would have related and was prejudiced by the failure to give such
notice, but the failure to give such notice shall not relieve the Indemnifying
Party from any liability which it may have to the Indemnified Party for
contribution or otherwise than on account of the indemnification provisions of
this Section 7. In case any such proceeding shall be brought against any
Indemnified Party and it shall notify the Indemnifying Party of the commencement
thereof, the Indemnifying Party shall be entitled to participate therein and
assume the defense thereof with counsel reasonably satisfactory to such
Indemnified Party and shall pay as incurred the reasonable fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any Indemnified Party shall have the right to retain its own counsel
at its own expense. Notwithstanding the foregoing, the Indemnifying Party shall
pay as incurred the reasonable fees and expenses of the counsel retained by the
Indemnified Party in the event that (i) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded parties)
include the Indemnifying Party and the Indemnified Party and representation of
all parties by the same counsel would, in the reasonable judgment of the
Indemnified Party, be inappropriate due to actual or potential differing
interests between them or to differing or additional defenses which may be
available to one of them. It is understood that the Indemnifying Party shall
not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
for all such Indemnified Parties. The Indemnifying Party shall not be liable for
any settlement of any proceeding effected without its prior written consent but
if settled with such prior written consent or if there be a final nonappealable
judgment for the plaintiff, the Indemnifying Party agrees to indemnify the
Indemnified Party from and against any loss or liability by reason of such
settlement or judgment.
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         (d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an Indemnified Party in respect of
any losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) referred to therein, then the Indemnifying Party shall contribute to
the amount paid or payable by such Indemnified Party as a result of such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Placement Agent on the other from the
placement of the Securities. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
Indemnified Party failed to give the written notice required under Section 7(c)
above, then the Company shall contribute to such amount paid or payable by such
Indemnified Party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Placement Agent on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Placement Agent on the other shall be deemed to be in the same
proportion as the total net proceeds from the placement received by the Company
(after deducting the fee payable to the Placement Agent pursuant to Section 5(a)
but before deducting other expenses payable by the Company) bear to the fee
received by the Placement Agent pursuant to Section 5(a). The relative fault
shall be determined by reference to, among other things, the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid or payable by an Indemnified Party
as a result of the losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) referred to in this Section 7(d) shall be deemed
to include any legal or other expense reasonably incurred by such Indemnified
Party in connection with investigating or defending any such action or claim. No
person guilty of fraudulent misrepresentation (within the meaning of Section
12(f) of the 1933 Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

         (e) The obligations of the Company and the Placement Agent under this
Section 7 shall survive any termination of this Agreement, in whole or in part.

           Section 8. Termination of Agreement. Notwithstanding anything herein
to the contrary, this Agreement: (a) shall be cancelled and terminated upon
expiration or completion of the offering of Securities; and (b) may be cancelled
and terminated by either party upon written notice to the other party in the
event that (i) a party fails or refuses to perform any of its respective
agreements contained herein, (ii) any representation or warranty of a party
contained herein shall be untrue or incorrect or (iii) without cause upon 30
days prior written notice. Any such cancellation shall be without liability of
any party to any other party except that the provisions of Sections 5 and 7
shall survive any such cancellation.

           Section 9. Representations, Warranties and Agreements to Survive. All
representations, warranties and agreements contained in this Agreement or in
closing documents delivered pursuant hereto shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of the
Placement Agent or the Company and shall survive delivery of the Securities to
the Purchasers.

          Section 10. Notices. All notices and other communications provided for
or permitted under this Agreement shall be in writing and shall be deemed to
have been duly given if personally delivered, sent by courier or mailed by
registered mail, postage prepaid and return receipt requested, or transmitted by
telecopy, telex or telegraph and confirmed by a similar mailed writing, if to
the Placement Agents, addressed to Howe Barnes Investments, Inc. at the address
set forth on the first page of this Agreement, Attention: Michael Iannaccone,
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<PAGE>40

telecopier number (312) 655-2680; and if to the Company, addressed to the
Company at 1805 Campbell Lane, Bowling Green, Kentucky 42101, Attention: Mary
Cohron, telecopier number (270) 393-0716.

          Section 11. Parties. This Agreement shall inure to the benefit of and
be binding upon the Placement Agent, the Company and their respective
controlling persons and successors. Nothing in this Agreement is intended or
shall be construed to give any person other than those referred to in the
preceding sentence any legal or equitable right, remedy or claim under or in
respect of this Agreement. No Purchaser shall be deemed to be successor of the
Company or the Placement Agent by reason of such purchase. This Agreement cannot
be assigned by a party to this Agreement without the prior written consent of
the other parties to this Agreement.

          Section 12. Confidentiality. All information about the business,
operations, activities and affairs of the Company shall be kept strictly
confidential by the Placement Agent, shall not be used for the private benefit
of the Placement Agent and the Placement Agent shall not disclose or permit the
disclosure of the same to any other person or entity without the Company's prior
consent, and even after obtaining such consent, in accordance with applicable
law.

          Section 13. Miscellaneous. This Agreement constitutes the entire
agreement between the parties hereto with respect to the matters and
transactions contemplated hereby and supersedes all prior agreements and
understandings whatsoever relating to such matters and transactions. This
Agreement may be amended only by written instrument executed by all parties
hereto. Compliance with provisions of this Agreement may be waived only by
written instrument executed by the party giving such waiver. The headings in
this Agreement are for reference only and shall not limit or otherwise affect
the meaning of this Agreement. This Agreement may be executed in counterparts,
each of which shall constitute an original but all of which together shall
constitute one instrument.

          Section 14. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Kentucky without regard to
the conflict of laws provisions thereof.
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<PAGE>41



         If the foregoing is in accordance with your understanding, please sign
and return to us the enclosed duplicate hereof, whereupon it will become a
binding agreement between the undersigned in accordance with its terms.

                                                     Very truly yours,


                                                 Citizens First Corporation



                                                     By:  /s/ Mary D. Cohron

                                                       Name: Mary D. Cohron

                                                 Title: Chief Executive Officer


Accepted and Agreed to as of the date first written above:

Howe Barnes Investments, Inc.

By:  /s Daniel E. Coughlin

Name:  Daniel E. Coughlin
Title: President and Chief Executive Officer
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<PAGE>42






                                    EXHIBIT A


                        [FORM OF COMPANY COUNSEL OPINION]



                                  June __, 2004



Howe Barnes Investments, Inc.
135 South LaSalle Street
Chicago, Illinois 60603


         Re:     Citizens First Corporation
-------------------------------------------

Ladies and Gentlemen:

         We have acted as counsel for Citizens First Corporation, a Kentucky
corporation (the "Company"), in connection with the sale by the Company of its
Convertible Preferred Stock in an aggregate amount of $[9,000,000] (the
"Securities"), pursuant to a Placement Agent Agreement, dated June __, 2004 (the
"Placement Agreement"), between you and the Company. This Opinion Letter is
being rendered pursuant to Section 4(d) of the Placement Agreement. Except as
otherwise indicated herein, capitalized terms used in this Opinion Letter are
defined as set forth in the Placement Agreement. This Opinion Letter is limited
to matters governed by the laws of the United States and the laws of the
Commonwealth of Kentucky.

         For purposes of this Opinion Letter, we have examined the original or a
copy, certified or otherwise identified to our satisfaction as a true copy, of
the following documents:

         (i) the Private Placement Memorandum, dated June 17, 2004 (the
"Placement Memorandum") relating to the issuance and sale of the Securities;

        (ii) an executed copy of the Placement Agreement;

       (iii) a specimen copy of the Securities;

        (iv) the Articles of Incorporation or similar charter documents of the
Company and each of its subsidiaries;

         (v) Bylaws of the Company and each of its subsidiaries;

        (vi) Resolutions approved by the Board of Directors of the Company on
____________, 2004, approving, among other things, execution and delivery of the
Placement Agreement;

       (vii) Certificates of Good Standing for each of the Company and its
subsidiaries issued by ______________________; and
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      (viii) such other documents as we have deemed necessary or appropriate as
a basis for the opinions set forth below.

         Based upon and subject to the foregoing, we are of the opinion that:

          A. The Company has been duly incorporated, is validly existing as a
corporation under the laws of the Commonwealth of Kentucky, is duly registered
as a bank holding company under the Bank Holding Company Act of 1956, as
amended, has the corporate power and authority to own its property and to
conduct its business as described in the Placement Memorandum and is duly
qualified to transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole.

          B. The Placement Agreement has been duly authorized, executed and
delivered by the Company.

          C. The Securities have been duly authorized by the Company and, when
executed and delivered to and paid for by the purchasers, will be duly and
validly issued, fully paid and non-assessable.

          D. The execution and delivery by the Company of, and the performance
by the Company of its obligations under, the Placement Agreement and the
Securities will not contravene any provision of applicable law or the Articles
of Incorporation or Bylaws of the Company or, to the best of our knowledge, any
agreement or other instrument binding upon the Company or any of its
subsidiaries that is material to the Company and its subsidiaries, taken as a
whole, or, to the best of our knowledge, any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or any
subsidiary, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under the Placement Agreement or
the Securities, except such as may be required by the 1933 Act and the
securities or Blue Sky laws of the various states in connection with the offer
and sale of the Securities.

          E. After due inquiry, we do not know of any legal or governmental
proceedings pending or threatened to which the Company or any of its
subsidiaries is a party or to which any of the properties of the Company or any
of its subsidiaries is subject other than proceedings fairly summarized in all
material respects in the Placement Memorandum or in documents incorporated by
reference therein and proceedings which we believe are not likely to have a
material adverse effect on the Company and its subsidiaries, taken as a whole,
or on the power or ability of the Company to perform its obligations under the
Placement Agreement or the Securities or to consummate the transactions
contemplated by the Placement Memorandum.

          F. Based upon the representations, warranties and agreements of the
Company in Sections 3(f) and 4 of the Placement Agreement and of the Placement
Agent in Section 2(b) of the Placement Agreement, it is not necessary in
connection with the offer, sale and delivery of the Securities to the purchasers
to register the Securities under the Securities Act of 1933, as amended (the
"Securities Act"), it being understood that no opinion is expressed as to any
subsequent resale of any Security.
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         In addition, we have participated in conferences with officers and
other representatives of the Company, representatives of the independent
accountants for the Company and you and your counsel at which the contents of
the Placement Memorandum and related matters were discussed. Although we are not
passing upon, and do not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in or incorporated by
reference into the Placement Memorandum, and have made no independent check or
verification thereof, nothing has come to our attention that causes us to
believe that the Placement Memorandum (except for the financial statements and
financial schedules and other financial and statistical data, as to which we do
not express any belief) when issued contained, or as of the date hereof
contains, any untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. For purposes of
the foregoing, we note that the Placement Memorandum has been prepared in the
context of a Regulation D transaction involving sales only to accredited
investors and not as part of a registration statement under the Securities Act
and may not contain all of the information that would be required in a
registration statement under the Securities Act.

         In rendering this Opinion Letter, we have relied as to matters of fact
on (1) the representations and warranties of the Company and the Placement Agent
set forth in the Placement Agreement and (2) certificates of responsible
officers of the Company and of public officials.

         The qualification of any opinion or statement herein by the use of the
words "to our knowledge" or "known to us" means that, during the course of
representation as described in this Opinion Letter, no information has come to
the attention of the lawyers in this firm involved in the transactions described
which would give such lawyers current actual knowledge of the existence of the
facts so qualified. Except as set forth herein, we have not undertaken any
investigation to determine the existence of such facts, and no inference as to
our knowledge thereof shall be drawn from the fact of our representation of any
party or otherwise.

         This Opinion Letter (a) has been furnished to you at the request of the
Company, and we consider it to be a confidential communication that may not be
furnished, reproduced, distributed or disclosed to anyone without our prior
written consent; (b) is rendered solely for your information and assistance in
connection with the transaction described above and may not be relied upon by
any other person or for any other purpose without our prior written consent; (c)
is rendered as of the date hereof, and we undertake no, and hereby disclaim any,
obligation to advise you of any changes or any new developments which might
affect any matters or opinions set forth herein; and (d) is limited to the
matters stated herein and no opinions may be inferred or implied beyond the
matters expressly stated herein.
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