<PAGE>26


Exhibit 31.2 Certification of Chief Financial Officer pursuant to Section 302
        of the Sarbanes-Oxley Act

         I, Bill D. Wright certify that:

3.            I have reviewed this Form 10-QSB of Citizens First Corporation;

4.            Based on my knowledge, this report does not contain any untrue
              statement of a material fact or omit to state a material fact
              necessary to make the statements made, in light of the
              circumstances under which such statements were made, not
              misleading with respect to the period covered by this report;

          3.  Based on my knowledge, the financial statements, and other
              financial information included in this report, fairly present in
              all material respects the financial condition, results of
              operations and cash flows of the registrant as of, and for, the
              periods presented in this report;

         4.       The registrant's other certifying officer(s) and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

         (a)      Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, or
                  caused such disclosure controls and procedures to be designed
                  under our supervision, is made known to us by others within
                  those entities, particularly during the period in which this
                  report is being prepared;

         (b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         (c)      Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         (a)      All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date: 8/15/05

/s/ Bill D. Wright
    Bill D. Wright
    Chief Financial Officer
                                        26
<PAGE>27


Exhibit 32 Certification of Chief Executive Officer and Chief Financial Officer
           pursuant to 18 U.S.C. Section 1350


CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-QSB of Citizens First
Corporation (the "Company") for the quarterly period ended June 30, 2005, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report") I, Mary D. Cohron, Chief Executive Officer of the Company, certify
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

By:  /s/Mary D. Cohron
            Mary D. Cohron
            Chief Executive Officer


Date:  August  15, 2005

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-QSB of Citizens First
Corporation (the "Company") for the quarterly period ended June 30, 2005, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report") I, Bill D. Wright, Chief Financial Officer of the Company, certify
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


By:  /s/ Bill D. Wright
             Bill D. Wright
             Chief Financial Officer


Date: August 16, 2005
                                        27

<PAGE>28


Exhibit 99.1 Real Estate Sales Contract Between Martin Land Development
             and Citizens First Bank


                        REAL ESTATE SALES CONTRACT


                     This REAL ESTATE SALES CONTRACT ("Contract"), made and
entered into in duplicate original copies on this the
20th day of May, 2005, by and between MARTIN LAND DEVELOPMENT COMPANY, INC.,
1605 Ashley Street, Suite 100, Bowling Green, Kentucky 42103, hereinafter
referred to as "Seller," and CITIZENS FIRST BANK, 1805 Campbell Lane, Bowling
Green, Kentucky 42104, hereinafter referred to as "Purchaser."
                            W I T N E S S E T H:
                  The Seller does hereby agree to sell, and Purchaser hereby
agrees to purchase in accordance with the terms and conditions hereinafter set
forth that certain real property addressed at 1065 Ashley Street, Bowling Green,
Kentucky (the "Premises") and being the same property conveyed to the Seller by
deed of record in Deed Book 737, Page 135, in the office of the Warren County
Clerk, a copy of which is annexed hereto, marked as Exhibit "A" and incorporated
herein.
                  1. PURCHASE PRICE. The purchase price is THREE MILLION SEVEN
HUNDRED FIFTY THOUSAND DOLLARS ($3,750,000.00) payable in cash or immediately
available funds at closing.
                  2. CONVEYANCE. The Seller agrees to convey or cause to be
conveyed to the Purchaser title to the Premises by general warranty deed subject
only to a lien for city, county, state and school taxes for the year the
conveyance takes place, the rules and regulations of the City-County Planning
Commission of Warren County, Kentucky, and the Kentucky Airport Zoning
Commission, recorded easements heretofore granted for public roads and public
utilities, avigation easements, restrictions set forth in Plat Book 25, Page 139
and the Declaration of Protective Covenants and Conditions for Hartland Planned
Community Commercial Subdivision of record in Deed Book 13, Page 469 in the
office of the Warren County Clerk.
                  3. DUE DILIGENCE PERIOD.
a. Within sixty (60) days following execution of this Agreement, Purchaser shall
have obtained such environmental studies as Purchaser may require for purposes
of determining the existence or non-existence of any Hazardous Materials on the
Premises. Should said environmental audit reveal the existence of any Hazardous
Materials which would require remedial action, same shall be deemed, for
purposes of this Contract, an objection to title which may be corrected or
eliminated within thirty (30) days of notice of same to Seller in
                                        28

accordance with the provisions of this Paragraph 3. Seller, however, reserves
the right to rescind this Contract if Seller chooses not to correct this
objection to title; and
b. Within thirty (30) days following the execution of this Agreement, the
Seller, at Seller's expense, shall provide to Purchaser a preliminary title
commitment from a national title insurance company conducting business in
Kentucky certifying to Purchaser the then status of title to the Premises and
setting forth all objections or exceptions to title affecting the same.
Purchaser shall, within fifteen (15) days after its receipt thereof, notify
Seller of any exceptions to title shown thereon which Purchaser deems to be
unacceptable or which such title insurance company is unwilling to insure over.
If any exceptions to title are deemed unacceptable to Purchaser or uninsurable
by the title insurance company, then Seller shall have the option, at its
expense, to either correct such defects and eliminate the exceptions to title
within thirty (30) days from Purchaser's notification above or rescind this
Contract.
         Purchaser shall be able to obtain at Closing an owner's policy of title
insurance in an amount equal to the purchase price for the Premises insuring
that at the time of recordation of the deed described in Paragraph 2 above there
is vested in Purchaser a good and marketable fee simple title to the Premises
free and clear of all liens, encumbrances, survey matters or other objections or
exceptions to title other than as previously disclosed in the preliminary title
report to be delivered in accordance with this paragraph. The premium for such
policy of title insurance shall be payable by Purchaser.
c. From the date of execution of this Contract until Closing, the Purchaser
shall be permitted access to the Premises upon reasonable notice to the Seller
in order to make appropriate engineering, architectural, and construction
studies which shall be performed at Purchaser's expense. If any of the tests
indicate that the project contemplated by Purchaser cannot be constructed on the
Premises by renovation of existing improvements using construction techniques
common to the area and without extraordinary expense as determined in
Purchaser's sole discretion, then, at the option of Purchaser and upon written
notice to Seller, the Purchaser may elect to terminate all obligations under
this Contract. Should Purchaser not give such notice to Seller within sixty (60)
days of the date of this Agreement, then Purchaser shall be deemed to have
accepted the Premises in its present condition.
d. Purchaser shall promptly apply for all required regulatory approval in order
to be permitted to locate banking operations on the Premises. In the event such
approval has not been obtained within sixty (60) days from the date of execution
of this Contract, then, and in that event, Purchaser shall be entitled to
rescind this Contract.
                  5. REPRESENTATIONS OF SELLER. Seller represents and warrants
to Purchaser as follows:
         a.                It is the owner of good and marketable fee simple
title to the Premises subject only to the rules and regulations of the City-
County Planning Commission of Warren County, Kentucky, and the Kentucky Airport
Zoning Commission,
                                               29
<PAGE>
recorded easements heretofore granted for public roads and public utilities,
avigation easements, restrictions set forth in Plat Book 25, Page 139 and the
Declaration of Protective Covenants and Conditions for Hartland Planned
Community Commercial Subdivision of record in Deed Book 13, Page 469 in the
office of the Warren County Clerk or as otherwise shown on the commitment for
owner's title insurance.
         b.                Seller is authorized to convey the Premises pursuant
to this Contract.
         c.                The execution and performance of this Contract will
not violate any statute, law or agreement to which Seller is a party or by which
Seller or the Premises may be bound or affected.
        d.                 There is no litigation pending nor, to the knowledge
of the Seller, threatened with respect to the Premises or this Contract.
        e.                 Seller has not entered into any contract, lease or
other agreement which is presently in effect (other than this Contract and a
current Lease to Morgan Stanley which Lease has been provided to Purchaser)
whereby Seller has agreed to sell, lease or otherwise transfer any of Seller's
right, title or interest in and to the Premises or any part thereof. Seller
represents that it has not granted to any party an option to purchase or right
of first refusal to purchase or lease all or any part of the Premises. Seller
shall not from date of execution of this Contract until closing enter into any
contract, lease or other agreement with respect to the Premises without the
without the prior consent of Purchaser,
except as referenced in Exhibit B.
        f.                 All of the warranties and representations of Seller
herein contained shall be true and accurate as of the closing date and shall
survive the closing.
     6. CONDITIONS PRECEDENT. The following are conditions precedent to
Purchaser's obligation to purchase the Premises and perform its obligations at
closing:
                           a. Seller shall convey good and marketable title by
General Warranty Deed, in fee simple, to the Premises.
                           b. The representations and warranties of Seller shall
be true and correct in all material respects on and as of the closing date as
if made on and as of the closing date.
                           c. Purchaser shall have received appropriate
regulatory approval in order to utilize the Premises for its banking operations.
                           d. Purchaser and Seller's affiliate, Martin
Management Group, Inc. shall have entered into an appropriate lease acceptable
to Purchaser whereby Purchaser shall lease to Martin Management Group, Inc.
approximately nine thousand (9,000) square feet
for a period of ten (10) years, with no right of lessee to terminate during the
lease term, at a rental rate of FIFTEEN DOLLARS AND 50/100 ($15.50) per square
foot during the first five (5) years of the term of the lease and SIXTEEN
DOLLARS AND 50/100 ($16.50) per square foot during the second five (5) years of
the term of the lease. Such lease shall provide that the lessee shall be
                                             30
<PAGE>31
required to pay prorated share of the utilities consumed on the Premises without
regard to square footage with lessor paying for taxes and hazard insurance for
the Premises and shall further contain such terms and conditions as are normally
set forth in a commercial lease.
                           e.       Martin  Management  Group,  Inc.  shall have
agreed to  guarantee  for a period of two (2) years rental payments due or to
become due from Morgan Stanley at a rental rate of SEVENTEEN DOLLARS AND 50/100
($17.50) per square foot for the portion of the Premises currently occupied by
Morgan Stanley comprising approximately three thousand (3,000) square feet.
                  7.       CLOSING. The closing shall take place at any time
upon thirty (30) days' notice from Purchaser to Seller setting forth a date
and time of closing but, in no event, later than the 31st day of August, 2005.
The closing shall be held either at the office of counsel for Seller or
Purchaser as may be agreed upon by the parties in Bowling Green, Kentucky.
                  8.       TAXES. All 2005 ad valorem real estate taxes shall be
prorated at closing.
                  9.       COSTS AND EXPENSES. The Seller shall pay for the
preparation of its General Warranty Deed, any applicable transfer tax and the
cost of providing the title commitment. The Purchaser shall pay the cost of
recording its deed, all due diligence expenses and the premium for title
insurance if Purchaser elects to obtain same. Each party shall pay all costs and
expenses incurred by them for professional services--whether from their
attorneys, surveyors, architects or engineers.
                  10.      SELLER'S CLOSING OBLIGATIONS. At closing, Seller
shall deliver to Purchaser the following: (a) The General Warranty Deed executed
in recordable form by Seller so as to transfer to Purchaser
good and marketable title, in fee simple, to the Premises free and clear of all
liens and other objections or exceptions to title other than those hereinabove
set forth.
                           (b) The lease referred to in Paragraph 5(d) above.
                           (c) The guaranty referred to in Paragraph 5(e) above.
                  11. PURCHASER'S CLOSING OBLIGATIONS. At closing, Purchaser
shall deliver to the Seller the purchase price pursuant to Paragraph 1 above.
                  12. REMEDIES.
                           a. SELLER'S REMEDIES. If the purchase and sale
contemplated by this Contract fails to close due to
a default by Purchaser, Seller shall have the right to retain the earnest money
deposit made by Purchaser and/or seek specific performance of Purchaser's
obligations to purchase.
                                        31
<PAGE>32
                           b. PURCHASER'S REMEDIES. If the sale contemplated by
this Contract fails to close due to a default
by Seller under any term of this Contract, Purchaser shall have the right to
recover the earnest money deposit and/or the right to seek specific performance
of Seller's obligation to sell.
                  13. BROKERS COMMISSIONS OR FINDERS FEES. Purchaser and Seller
acknowledge that no broker or other party brought about this transaction. Each
party agrees to indemnify and hold the other party harmless from any claim made
by any broker, attorney or finder claiming through that party for a commission
or compensation in connection with this Contract for the sale of the Premises.
The provisions of this section shall survive the closing.
                  14. SECTION 1031 EXCHANGE. Seller and Purchaser agree that
upon the closing of the transaction contemplated hereby, the Seller may utilize
the provisions of Section 1031 of the Internal Revenue Code in order to affect
an exchange of the subject real property for property of like kind. In the event
the Seller determines that it is in its best interest to do so, Purchaser agrees
to cooperate with Seller in the procedures and arrangements necessary to achieve
a tax-deferred exchange for Seller, including the acceptance of a deed to the
subject real property pursuant to a qualified intermediary exchange agreement
which may be entered into between the Seller and a qualified intermediary within
the meaning of Section 1031 of the Internal Revenue Code. Any additional
documents, including deeds and a qualified intermediary exchange agreement shall
be prepared, executed and recorded at the cost of the Seller with the
Purchaser's sole responsibility being the recording of Purchaser's deed in
accordance with the terms and conditions of this Real Estate Sales Contract.
                  15. MISCELLANEOUS.
         a. This Contract constitutes the entire understanding between the
parties hereto, and all prior agreements between the parties with respect to the
subject matter hereof are deemed to be merged herein. This Contract may not be
changed orally but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification or discharge is sought.
This Contract shall be binding upon and inure to the benefit of the parties
hereto, their respective legal representatives, heirs, successors and assigns.
                           b. This Contract shall be construed in accordance
with the laws of the Commonwealth of Kentucky.
                           c. No waiver of a breach of any of the terms,
provisions or conditions of this Contract shall be construed or held to be a
waiver of any other breach or any acquiescence in or consent to any further or
succeeding breach of the same covenant or condition. No delay or omission to
exercise or assert any right or remedy under this Contract shall be construed
as a waiver thereof or as a waiver of any right or remedy subsequently arising
under this Contract.
                  16.    NOTICES. All notices required to be made hereunder
                         shall be made:
                                       32
<PAGE>33
                         If to PURCHASER:

                         Citizens First Bank
                         Attention:  Mary Cohron, President
                         1805 Campbell Lane
                         Bowling Green, KY  42104

                         with a copy to:

                         English, Lucas, Priest & Owsley, LLP
                         Attention:  Keith M. Carwell
                         1101 College Street, P. O. Box 770
                         Bowling Green, KY  42102-0770

                         If to SELLER:

                         The Corporate Center at Hartland, Inc.
                         Attention:  Cornelius Martin
                         1605 Ashley Street, Suite 100
                         Bowling Green, KY  42103


                       17. ASSIGNABILITY. This Real Estate Sales Contract and
all Purchaser's rights and obligations hereunder may
be assigned by the Purchaser to any corporation, partnership, limited liability
company or other entity currently existing or which may be created without the
prior written consent of Seller.
                     18. MUTUAL  NEGOTIATION.  This Real Estate Sales Contract
and the language contained herein have been arrived at by the mutual
negotiation of the parties. Accordingly, no provision hereof shall be construed
against one party in favor of another party hereof by reason of draftsmanship.
             IN TESTIMONY WHEREOF witness the signatures of the  parties hereto
 on the day and date first above written.

                                                 SELLER:

                                THE CORPORATE CENTER AT HARTLAND,INC.

                                  BY:  _/s/ Cornelius A. Martin___________
                                                           ---------------
                                            CORNELIUS A. MARTIN, President


                                                 PURCHASER:

                                           CITIZENS FIRST BANK


                                  BY:  _/s/ Mary D. Cohron_______________
                                                          ------------------
                                            MARY D. COHRON, President

COMMONWEALTH OF KENTUCKY

COUNTY OF WARREN
                                                33
<PAGE>34

                  I, the undersigned, a Notary Public in and for the
         Commonwealth and County aforesaid, do hereby certify that the foregoing
         Real Estate Sales Contract was executed before me by Martin Land
         Development, Inc., by and through its President, Cornelius A. Martin,
         and that the said Cornelius A. Martin personally appeared before me,
         after being first duly sworn, and declared that he was the officer
         designated and that he executed the foregoing Real Estate Sales
         Contract as President of Martin Land Development, Inc., and that the
         execution of this Real Estate Sales Contract is the voluntary act and
         deed of Martin Land Development, Inc.

               WITNESS my hand on this 20th day of May, 2005.

                                                     _/s/ Byron K. McBrayer
                                                      ---------------------
                                                          Bryron K. McBrayer
                                              NOTARY PUBLIC, Ky. State-at-Large

                                    My Commission Expires:__April 12, 2008
                                                            --------------

COMMONWEALTH OF KENTUCKY

COUNTY OF WARREN
                                                34

<PAGE>35



         I, the undersigned, a Notary Public in and for the Commonwealth and
         County aforesaid, do hereby certify that the foregoing Real Estate
         Sales Contract was executed before me by Citizens First Bank, by and
         through its President, Mary Cohron, and that the said Mary Cohron
         personally appeared before me, after being first duly sworn, and
         declared that she was the President of Citizens First Bank and that she
         executed the foregoing Real Estate Sales Contract as President of
         Citizens First Bank and that the execution of this Real Estate Sales
         Contract is the voluntary act and deed of Citizens First Bank.

               WITNESS my hand on this 20th day of May, 2005.

                                                     _/s/ Bryon K. McBrayer
                                                      ---------------------
                                                          Byron K. McBrayer
                                              NOTARY PUBLIC, Ky., State-at-Large
                                          My Commission Expires:__April 12, 2008
PREPARED BY:

ENGLISH, LUCAS, PRIEST & OWSLEY, LLP
Attorneys at Law
1101 College Street, P. O. Box 770
Bowling Green, KY  42102-0770
Phone:  (270) 781-6500

BY:  _/s/ Keith M. Carwell
      --------------------
        KEITH M. CARWELL
                                        35

<PAGE>36


EXHIBIT 99.2 LEASE BETWEEN CITIZENS FIRST BANK AND MARTIN MANAGEMENT GROUP, INC.

                                      LEASE

                  This LEASE, made and entered into effective August 1st, 2005,
by and between CITIZENS FIRST BANK, 1805 Campbell Lane, Bowling Green, Kentucky
42104, hereinafter referred to as "Lessor," and MARTIN MANAGEMENT GROUP, INC.,
1065 Ashley Street, Bowling Green, Kentucky 42103, hereinafter referred to as
"Lessee."
                                W I T N E S S E T H:
                  For and in consideration of the mutual covenants contained
herein and the mutual benefits to be derived by the parties hereto, Lessor
hereby leases to Lessee, and Lessee hereby leases from Lessor a portion of the
Premises addressed at 1065 Ashley Street, Bowling Green, Kentucky, consisting of
approximately seven thousand four hundred sixty-six (7,466) square feet, all as
more particularly described on EXHIBIT A annexed hereto and incorporated herein
by reference in accordance with the terms and conditions hereinafter set forth.
ARTICLE 1.  LEASED PREMISES
                  1.1 DEMISE. Upon the terms and conditions hereinafter set
forth and in consideration of the payment of the rents and prompt performance by
the Lessee of the covenants and agreements to be kept and performed by the
Lessee, the Lessor does hereby lease, let and demise to the Lessee, and the
Lessee hereby leases from the Lessor the premises described on EXHIBIT A annexed
hereto (the "Leased Premises"), which is a portion of the Citizens First Plaza
and being a portion of the same property conveyed to Citizens First Bank by deed
dated the 1st day of August, 2005, and recorded in Deed Book 910, Page 188, in
the office of the Warren County Clerk.
                           The Leased Premises are part of an office building
owned by the Lessor. All portions of the office
building land not covered by building shall be common area equally available and
shared in common by Lessor and Lessee and other tenants of the office building,
their employees, agents, customers and invitees for purposes of parking. There
shall be excluded from the common area and restricted for the exclusive use of
Lessor twelve (12) reserved parking spaces which shall be designated for
Lessor's use and located in the sole discretion of Lessor. Lessor shall, at all
times during the term of this Lease, make availabe to Lessee no less than
thirty-three
                                          36
<PAGE>37
(33) parking spaces of which two (2) shall be specifically reserved for Lessee
in the location currently used by Lessee.
                1.2 COMMON AREAS. All portions of the office building of which
the Leased Premises forms a part which are not specifically designated as the
Leased Premises on EXHIBIT A annexed hereto shall be deemed common areas. The
Lessor shall have absolute control over the use of such common areas by the
Lessee and all other tenants. Lessor's control of the common areas shall not be
exercised in such a manner as to limit Lessee's access to the Leased Premises at
all times.
                1.3 CONDITIONS.  The demise is made subject to the following:
                           a. All existing easements for public roads and public
utilities, including avigational easements;
                           b. Any law, ordinance or governmental regulation
(including, but not limited to, the rules and regulations of the City-County
Planning Commission of Warren County, Kentucky) restricting or regulating or
prohibiting the occupancy, use or enjoyment of the Leased Premises;
                           c. All applicable building and use restrictions of
record; and
                           d. The proper performance by the Lessee of all of the
terms and conditions contained in this Lease.
                1.4 CONDITION, INSPECTION AND ACCEPTANCE OF THE PROPERTY.
Neither the Lessor nor any  representative of the Lessor has made any warranties
or  representations  upon which  Lessee  relies  with  respect  to the  physical
condition of the Leased Premises except as expressly set forth in the provisions
of this Lease.  The taking of  possession  of the Leased  Premises by the Lessee
shall be conclusive  evidence that the Lessee  accepts the same "as is" and that
the Leased  Premises and the building of which the same form a part were in good
condition at the time possession was taken, without  representation or warranty,
express or implied, in fact or by law, by the Lessor and without recourse to the
Lessor as to the nature,  condition or useability of the Leased  Premises or the
uses to which the Leased Premises may be put.
                                             37
<PAGE>38
ARTICLE 2.  TERM
                  2.1 COMMENCEMENT AND TERM. The term of this Lease shall be ten
(10) years commencing the 1st day of August, 2005, and ending on the 31st day of
July, 2015, unless sooner terminated as herein provided.
                  2.2 HOLDOVER BY LESSEE. Should the Lessee remain in possession
of the Leased Premises after the expiration of the original term of this Lease,
such possession shall be as a month-to-month tenancy and shall not be deemed or
construed to be a renewal or extension of this Lease. During such month-to-month
tenancy, rent shall be payable at the same rate as that in effect during the
last month of the preceding term, and all other provisions of this Lease shall
remain applicable. Said month-to-month tenancy may be terminated by Lessor at
the end of any month upon ninety (90) days' prior written notice to Lessee.
                  2.3 TERM DEFINED.  The terms "term" or "term of this Lease"
shall mean the term set forth in Paragraph 2.1.
ARTICLE 3.  RENT
                  3.1 RENT. Lessee shall pay to Lessor during the term of this
Lease total rental of ONE MILLION ONE HUNDRED NINETY FOUR THOUSAND FOUR HUNDRED
FIFTY-FIVE DOLLARS ($1,194,455.99) in equal monthly installments during the
initial five (5) years of the term of this Lease of NINE THOUSAND SIX HUNDRED
FOURTY-THREE DOLLARS AND 58/100 ($9,643.58) each and equal monthly installments
during the second five (5) years of the term of this Lease of TEN THOUSAND TWO
HUNDRED SIXTY-FIVE DOLLARS AND 75/100 ($10,265.75) each; the first said
installment being due and payable upon the commencement of this Lease. It is
expressly agreed that the Leased Premises is leased for a total rental of ONE
MILLION ONE HUNDRED NINETY FOUR THOUSAND FOUR HUNDRED FIFTY-FIVE DOLLARS
($1,194,455.99) for the term hereof payable at the time of the making of this
Lease and that the provisions herein contained for the payment of such rent in
installments are for the convenience of the Lessee, only.
                  3.2 PLACE AND MANNER OF PAYMENT. All payments of rent shall be
made by Lessee to Lessor without notice or demand at such place as Lessor may
from time to time designate in writing. For the present, the Lessor designates
1805 Campbell Lane, Bowling Green, Kentucky 42104,  as the place for the making
of the
                                            38
<PAGE>39

payments of rent.  Any  extension of time for the payment of any  installment of
rent or the  acceptance  by  Lessor  of any  payment  by Lessee of less than the
monthly required payment shall not be deemed a waiver of the rights of Lessor to
insist on having all other payments of rental made in the manner and at the time
herein  specified.  No payment by Lessee or receipt by Lessor of a lesser amount
than the monthly  installments  of rent stipulated in this Lease shall be deemed
other than a payment on account of the earliest  rent due, and Lessor may accept
such payment without  prejudice to its rights to recover the balance of the rent
or to pursue any other remedy provided in this Lease.
                  3.3 LATE CHARGE. Lessee covenants and agrees, in addition to
the above set forth rental, to pay a late charge of five percent (5%) of each
installment each time the rental is not received by Lessor within fifteen (15)
business days of the due date, regardless of the cause, including dishonored
checks; TIME BEING OF THE ESSENCE.
                  3.4 ADDITIONAL RENT. All sums, other than the basic rent,
which may be due and payable or are to be paid by Lessee under this Lease shall
be payable on demand and shall be deemed to be additional rent hereunder.
ARTICLE 4.  USE
                  4.1 PERMITTED  Use. The Lessee may use and occupy the Leased
Premises for any lawful purpose except as restricted  in Article  4.2.  Lessee
shall not use or  knowingly  permit any part of the Leased  Premises to be used
for any  unlawful purposes.
                  4.2 PROHIBITED USES. Lessee shall not use, occupy or permit
the Leased Premises or any part thereof to be used as a bank or financial
institution or as an office dealing in stocks, bonds, mutual funds or other
investment securities without the express written consent of Lessor.
      Lessee shall not use, occupy, suffer or permit the Leased Premises or any
part thereof to be used or occupied for any purpose contrary to law or the rules
and regulations  of any  public  authority  or  the  requirements  of any
insurance underwriters  or rating  bureaus or in any manner so as to increase
the cost of insurance to Lessor over and above the normal cost of such insurance
for the use above permitted for the type and location of
                                        39
<PAGE>40
the building of which the Leased Premises are a part.  Lessee shall,
on demand,  reimburse  Lessor for all extra premiums caused by Lessee's use of
the Leased Premises whether or not Lessor has consented to such use.
                           Lessee shall promptly comply with all present and
future laws, regulations or rules of any county, state,
federal or other governmental authority and any bureau and department thereof.
                           Lessee shall  indemnify  Lessor against all costs,
expenses,  liabilities,  losses,  damages,  injunctions,
suits, fines, penalties, claims and demands, including reasonable attorneys'
fees, arising out of any violation of or default in these covenants.
ARTICLE 5.  ENVIRONMENTAL COMPLIANCE
                  5.1 HAZARDOUS MATERIALS. Lessee shall not cause or permit any
Hazardous Material (as hereinafter defined) to be brought upon, transported
through, stored, kept, used, discharged or disposed in or about the Leased
Premises. Hazardous Materials brought upon, transported, used, kept or stored in
or about the Leased Premises which is necessary for Lessee to operate its
business shall be brought upon, transported, used, kept and stored only in
quantities necessary for the usual and customary operation of Lessee's business
and in a manner that complies with all laws, rules, regulations, ordinances,
codes or any other governmental restriction or requirement of all federal, state
and local governmental authorities having jurisdiction and regulating the
Hazardous Material and all producers and manufacturers' instructions and
recommendations to the extent they are stricter than laws, rules, regulations,
ordinance, codes or permits. Lessee expressly indemnifies and agrees to defend,
protect and hold harmless Lessor from any and all claims, sums paid in
settlement of claims, judgments, damages, clean-up costs, penalties, fines,
costs, liabilities, losses or expenses (including, without limitation,
attorneys, consultants and experts' fees and any fees by Lessor to enforce this
indemnity agreement) which arises during or after the term as a result of
Lessee's breach of the obligations or the release or contamination of the Leased
Premises including, without limitation, diminution in value of the Leased
Premises or the property of which same forms a part, damages for the loss of or
the restriction on the use of, rentable or useable space of the Leased Premises
or the property of which same forms a part and damages arising from any adverse
impact on the sale or lease of the Leased Premises or the property of which same
forms a part. This indemnity includes, without limitation, costs incurred in
connection with any investigation of site conditions or any cleanup,remedial,
removal or restoration  work required
                                        40
<PAGE>41
by any federal, state or local governmental  agency.  Without  limiting  the
foregoing,  if  the  presence  of Hazardous  Material on the Leased Premises
caused or permitted by Lessee  results in  contamination,  release or threatened
release of  Hazardous  Material  on,  from or under the Leased  Premises  or the
property of which same forms a part, Lessee shall promptly take all actions,  at
its sole cost and expense, which are necessary to return the Leased Premises and
the property of which same forms a part to the condition  existing  prior to the
introduction  of the  Hazardous  Material.  This  indemnity  shall  survive  the
expiration  date or  earlier  termination  of this Lease and shall  survive  any
transfer of Lessor's interest in the property of which the Leased Premises forms
a  part.  "Hazardous  Material"  means  any  hazardous,   radioactive  or  toxic
substance,  material or waste including,  but not limited to, those  substances,
materials and wastes listed in the United  States  Department of  Transportation
Hazardous  Materials Table (49 CFR 172.101) or by the  Environmental  Protection
Agency's Hazardous  Substances (40 CFR, Part 302), and amendments  thereto,  and
any  material,  waste or substance  which is (a) defined as a "Hazardous  Waste"
pursuant to Section 1004 of the Resource  Conservation  and Recovery Act (42 USC
ss.6901,  et seq) or (b) defined as a "Hazardous  Substance" pursuant to Section
101 of the Comprehensive  Environmental  Response Compensation and Liability Act
(42 USC ss.9601, et seq).
ARTICLE 6.  TAXES
                  6.1      TAXES PAID BY LESSOR.
                           a. PAYMENT OF TAXES. The Lessor shall pay, before any
fine, penalty, interest or costs may be added
thereto for the nonpayment thereof, all taxes and assessments upon the Leased
Premises and upon the buildings and improvements thereon and personalty therein
which are assessed during the Lease term.
                           b. EXCLUDED TAXES. Nothing contained in this Lease
shall require the Lessor to pay any franchise,
corporate or income tax of the Lessee.
                  6.2 LESSOR'S RIGHT TO CONTEST TAXES. The Lessor shall have the
right to contest and review by legal proceedings the amount or validity of any
tax or other assessments by appropriate legal proceedings at Lessor's own
expense and free of expense to the Lessee but this shall not be deemed or
construed in any way as relieving, modifying or extending the Lessor's covenant
to pay any tax or other charge at the time and in the manner as in this article
provided  unless  the legal proceeding shall operate to prevent the collection
of the tax so contested
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<PAGE>42

and the sale of the Leased  Premises or any part thereof to satisfy  same.  Upon
termination  of such legal  proceedings,  the Lessor shall pay the amount of any
such tax,  imposition or other charge or a part thereof as finally determined in
such  proceedings;  the  payment  of which may have  been  deferred  during  the
prosecution thereof, together with any costs, fees, interest, penalties or other
liabilities  in  connection  therewith.  The  Lessee  shall not be  required  to
participate  or join in any such  proceeding  unless  such action on its part is
necessary or advisable for the  prosecution  of such  proceeding;  however,  the
Lessee  shall not be subject to any  liability  for the  payment of any costs or
expenses in  connection  therewith,  and Lessor  covenants to indemnify and save
harmless Lessee from any such costs or expenses.
                  6.3 LESSEE'S OPTION TO CURE LESSOR'S DEFAULT. In the event
that the Lessor shall fail, refuse or neglect to make any of the payments
hereinabove required, then Lessee may, at its option, pay same, and the amount
or amounts so paid, including reasonable attorneys' fees and expenses which
might have been incurred because of or in connection with such payment, shall be
repaid by Lessor to Lessee upon demand and the payment thereof may be collected
or enforced by Lessee by crediting the same to the next installment or
installments of rental due pursuant to the terms of this Lease.
ARTICLE 7.  ADDITIONAL RENT
                  7.1 REIMBURSEMENT OF DEFAULT EXPENSES. The Lessee shall pay
and indemnify the Lessor against all legal costs and charges, including counsel
fees, reasonably incurred in obtaining possession of the Leased Premises after
default of the Lessee or after the Lessee's default in surrendering possession
upon the expiration or earlier termination of the term of the Lease or in
enforcing any covenant of the Lessee in this Lease.
                  7.2 REIMBURSEMENT OF EXPENSES OF CURING LESSEE'S DEFAULT. If
the Lessee defaults in the observance or performance of any of the terms or
provisions of this Lease, the Lessor may, without notice, perform the same for
the account of the Lessee. If the Lessor makes any expenditures or incurs any
obligations for the payment of money in this connection including, but not
limited to, attorneys'fees, such sums shall be deemed to be additional rent and
shall be paid by the Lessee to the Lessor within fifteen (15) days of the
rendition of any bill or statement to the Lessee therefor.

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<PAGE>43
           7.3 REIMBURSEMENT OF LITIGATION EXPENSES. In case the Lessor
shall, without fault on its part, be made a party to any litigation commenced by
or against the Lessee, the Lessee shall pay all costs, including reasonable
attorneys' fees, incurred by or against the Lessor in connection with such
litigation.
                  7.4 LANDLORD'S LIEN. All costs provided in this Lease to be
paid by the Lessee shall, if paid or incurred by the Lessor, be a landlord's
lien upon the Leased Premises and the Lessee's interest in any personal property
placed upon the Leased Premises at any time during the term of this Lease and
upon the leasehold interest hereby created.
ARTICLE 8.  REPAIR AND MAINTENANCE
                  8.1 LESSOR MAINTENANCE. Lessor shall keep and maintain in good
order and repair the roof and structural portions of the office building of
which the Leased Premises forms a part, including the exterior portion of all
walls, all doors, windows, glass, utility facilities, plumbing and sewage
facilities and fixtures, heating and air conditioning (including exterior
mechanical equipment, exterior utility facilities and exterior electrical
equipment serving the office building). Lessor shall further keep and maintain
in good order and repair the common areas, including lobbies, parking lot and
landscaping surrounding the office building of which the Leased Premises forms a
part, which maintenance shall include snow removal when necessary.
                  8.2 LESSEE MAINTENANCE. Throughout the term of the Lease, the
Lessee shall take good care of the Leased Premises and the fixtures and
appurtenances therein and, at its sole cost and expense, make all non-structural
repairs thereto as and when needed to preserve them in good working order and
condition, reasonable wear and tear, obsolescence and damage from the elements,
fire or other casualty excepted. Notwithstanding anything in this Lease to the
contrary, all damage or injury to the Leased Premises or to any part of the
office building of which same forms a part or to its fixtures, equipment and
appurtenances (whether requiring structural or non-structural repairs) caused or
resulting from the carelessness, omission, neglect or improper conduct of
Lessee, Lessee's servants, employees,invitees or licensees,  shall be repaired
promptly by Lessee,  at Lessee's sole cost and expense to the satisfaction of
Lessor.  Lessee shall further repair all damage to the Leased Premises and the
office building of which same forms a part caused by the moving of Lessee 's
fixtures,  furniture and equipment. All of the aforesaid  repairs  shall be of
quality or class equal to the  original  work or construction.  If Lessee fails,
after ten (10)
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<PAGE>44
days' notice, to proceed with due diligence to make repairs required to be made
by Lessee, the same may be made by the Lessor at the expense of the Lessee, and
the expenses thereof incurred by Lessor shall be collectible as additional rent
after the rendition of a bill or statement therefor.
                  8.3 LESSEE'S RIGHT TO ALTER AND IMPROVE. Lessee shall not make
or permit to be made any alterations, improvements and/or additions of any kind
or nature to the Leased Premises or any part thereof except by and with the
prior consent of Lessor, which consent shall not be unreasonably withheld. All
alterations, improvements and additions to the Leased Premises shall be made in
accordance with all applicable laws and shall at once when made or installed be
deemed to have attached to the freehold and to have become the property of
Lessor and shall remain for the benefit of the Lessor at the expiration of the
Lease term or any extended term in as good order and condition as they were when
installed, reasonable wear and tear excepted. Provided, however, if prior to the
termination of this Lease or within fifteen (15) days thereafter, if Lessor so
directs, Lessee shall promptly remove the additions, improvements, fixtures and
installations which were placed in the Leased Premises by Lessee and repair any
damage occasioned by such removal. Upon Lessee's failure to affect such removals
and repairs, Lessor may, at its option, effect same at Lessee's expense.
                           All alterations, improvements or additions made by
Lessee shall utilize materials which are new, and both
workmanship and materials shall be of comparable quality.
                           In the event of the making of such  alterations,
improvements  and/or additions as herein provided,  Lessee shall indemnify and
save harmless Lessor from all expenses, liens, claims or damages to either
persons or property arising out of or resulting from the undertaking or making
of said alterations, additions and improvements.
ARTICLE 9.  UTILITIES
                  9.1 Lessor shall contract for in its own name and shall
provide for all utility services rendered or furnished to the office building of
which the Leased Premises forms a part, including heat, water, gas, electricity,
fire protection, sewer and the like, together with all taxes levied or other
charges on such utilities. Lessee shall pay to Lessor an amount equal to
twenty-three percent (23%) of such utility charges on a monthly basis within ten
(10) days after receiving an itemized statement with appropriate evidence of
charges.

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<PAGE>45
                           Unless caused by Lessor's affirmative act of
negligence, Lessor shall not be liable for any failure of
water supply, gas or electric current or for any injury or damage to person or
property or loss suffered by the business or occupation of Lessee caused by
water from any source whatsoever or from the bursting, overflowing or leaking of
sewer or steam pipes or from the heating or plumbing fixtures or from electric
wires or from gas or odors or caused in any other manner whatsoever.
                           All telephone service, cable television and internet
service, whether cable or otherwise, to be installed on the Leased Premises
shall be the responsibility of the Lessee as well as all costs incurred for the
use of same.
ARTICLE 10.  INSURANCE.
                  10.1 INSURANCE REQUIRED OF LESSOR. During the term of this
Lease, the Lessor will, at the Lessor's sole cost and expense, continuously
insure against such risks and in such amounts with respect to the Leased
Premises as are generally insured against by corporations of like size,
character and location, including at least, but not limited to, (i) hazard
insurance to the extent of the full insurable value of the Leased Premises for
loss or damage by fire, with the standard extended coverage, vandalism and
malicious mischief endorsements and (ii) comprehensive liability insurance with
reference to the Leased Premises.
                  10.2 INSURANCE REQUIRED OF LESSEE. During the term of this
Lease,  the Lessee will,  at the Lessee's  sole cost and expense:
                           a. Maintain insurance against liability of the Lessor
and the Lessee imposed by law or assumed by contract for injuries to persons
(other than from professional malpractice)
and for death of persons from such injury in the minimum amount of $300,000.00
basic liability with a $1,000,000.00 umbrella limit for bodily injury, death and
property damage occurring on real property and improvements thereon leased by
the Lessee.
                                    The Lessee shall provide the Lessor with
certificates of the respective insurers specifying that
the required insurance is in force and effect.
                           b. Maintain workers' compensation insurance or a
program of self-insurance complying with the requirements of the laws of the
Commonwealth of Kentucky.
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<PAGE>46
                           c. Lessee shall be solely responsible for insuring
the personal property of the Lessee upon the
leased premises.
                  10.3 ADDITIONAL PROVISIONS RESPECTING INSURANCE. All insurance
carried pursuant to Paragraphs 10.1 and 10.2 hereof shall be with responsible
and reputable companies authorized to transact business in the Commonwealth of
Kentucky. All policies of insurance shall contain a provision that prior to
cancellation of such insurance the carrier shall give at least thirty (30) days'
written notice of the proposed cancellation to the insureds named thereon. The
policies shall be open to inspection by the insureds named thereon. Copies of
each policy or certificates of insurance describing the policy or appropriate
binders shall be made available for inspection during regular business hours by
each party. If any change is made in the insurance as to either amount or type
of coverage, a description and notice of the change shall be immediately
furnished to the insureds named thereon.
ARTICLE 11.  DAMAGE, DESTRUCTION AND CONDEMNATION
                  11.1     FIRE OR OTHER CASUALTY LOSSES.
                           a. RESTORATION OF DAMAGED PREMISES. In the event the
Leased Premises are damaged or destroyed or rendered partially untenantable for
its then use by fire or other casualty insured by Lessor, Lessor shall promptly
repair, but only from insurance proceeds upon the building comprising a portion
of the Leased Premises, the premises and restore same to substantially the
condition in which it was immediately prior to the happening of such casualty.
Should insurance proceeds be inadequate to perform said repairs, Lessee may,
at its option, pay the additional cost of said repair or terminate this Lease.
Nothing herein contained shall be construed to require Lessor to expend any sums
other than insurance proceeds for repair or restoration.
                           b. RENT ABATEMENT. During the period from the date of
such casualty until the Leased Premises are repaired and restored, Lessee's
obligation to pay rental due hereunder shall be abated on an equitable basis.
                           c. TERMINATION OPTION. Notwithstanding the foregoing,
in the event that fifty percent (50%) or more of the building of which the
Leased Premises forms a part is destroyed or rendered untenantable by fire or
other casualty, either party shall have an option to terminate this Lease
effective as of the date of such casualty by giving to the other party, within
one hundred twenty (120) days after the happening of such
                                        46
<PAGE>47
casualty, written notice of such termination. In the event that the Lease is
terminated pursuant to this section, Lessor shall promptly repay to Lessee any
rentals or other charges paid in advance which have not been earned as of the
date of such event.
ARTICLE 12.  CONDEMNATION
                  12.1 COMPLETE OR SUBSTANTIAL CONDEMNATION. If the whole of the
Leased Premises or such portion thereof as will make the Leased Premises
unsuitable for the purposes leased is condemned for any public use or purpose by
any legally constituted authority, then, and in that event, this Lease shall
cease from the time when possession is taken by such public authority, and
rental shall be accounted for between Lessor and Lessee as of the date of the
surrender of possession. Such termination shall be without prejudice to the
rights of either the Lessor or Lessee to recover compensation from the
condemning authority for any loss or damage caused by such condemnation. Neither
Lessor nor Lessee shall have any rights in or to any award made to the other by
the condemning authority.
                  12.2 PARTIAL CONDEMNATION. If, during the term of this Lease,
less than the entire Leased Premises shall be taken in any such proceeding and
if the Leased Premises is not thereby rendered unsuitable for the purposes
leased, then, and in that event, this Lease shall, upon vesting of title in the
proceeding, terminate solely as to the part so taken, and Lessor shall be
entitled to the total award made in any such proceeding. If this Lease is not
terminated as a result of complete or substantial condemnation as hereinabove
set forth, this Lease shall continue for the balance of its term as to the part
of the Leased Premises remaining without any reduction or abatement of or effect
upon the term hereof or the liability of the Lessee to pay in full the rent
herein provided to be paid; however, the rental shall be calculated at the rate
of SEVENTEEN DOLLARS AND 50/100 ($17.50) per square foot during the first five
(5) years of the term of this Lease and EIGHTEEN DOLLARS AND 50/100 ($18.50) per
square foot during the second five (5) years of the term of this Lease based
upon the actual square footage of the Leased Premises remaining which is
suitable for the purposes leased. In addition, in the event more than twenty
percent (20%) of the parking area servicing the Leased Premises and devoted
exclusively to Lessee shall be taken as a result of the exercise of the power of
eminent domain and if the Lessor shall not within a reasonable period of time
furnish equivalent parking space, Lessee shall have the right and option to
terminate this Lease. If Lessee elects to
                                          47
<PAGE>48
terminate this Lease, such termination shall be effected by notice from Lessee
specifying a date not more than seventy-five (75) days after the date of such
notice as the date of such termination.
ARTICLE 13.  ASSIGNMENT AND SUBLEASING
                  13.1 LESSEE NOT ENTITLED TO ASSIGN OR SUBLEASE WITHOUT CONSENT
OF LESSOR. The Lessee shall not have the right to assign this Lease or sublet
the Leased Premises, in whole or in part, without the Lessor's prior written
consent, which consent shall not be unreasonably withheld.
ARTICLE 14.  EXCULPATION AND INDEMNIFICATION
                  14.1 The Lessor shall not be liable for any injury or damage
to personal property occurring within the Leased Premises unless caused by or
resulting from the negligence of the Lessor, its agents, servants or employees.
                  14.2 All Lessee's personal property of every kind which may at
any time be in the Leased Premises shall be at Lessee's sole risk or at the risk
of those claiming under Lessee, and Lessor shall not be liable for any damage to
said property or loss suffered by the business or occupation of Lessee except
where such loss or damage arises from the willful or negligent misconduct of
Lessor.
                  14.3 Lessee shall defend, indemnify and hold Lessor harmless
from and against any claim, loss, expense or damage to any person or property in
or upon the Leased Premises arising out of Lessee's use or occupancy of said
premises or any act or negligence of Lessee or Lessee's servants,
employees or agents or any change, alteration or improvement made by Lessee in
the Leased Premises. If Lessor is required to pay any amount for property damage
or personal injury resulting from the failure of the Lessee to observe or
perform any covenant of this Lease required to be performed by Lessee, then the
sum so paid by Lessor, together with all costs, damages and reasonable
attorneys' fees, shall be considered additional rent due in the months
ucceeding such payment and collectible at such time.
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<PAGE>49
ARTICLE 15.  NOTICES
                  15.1 Any notice, request, demand, approval, consent or other
communication which Lessor or Lessee may be required or permitted to give to the
other party shall be in writing and shall be mailed to the other party at the
address set forth as follows:
                           To the LESSOR:

                           Citizens First Bank
                           1805 Campbell Lane
                           Bowling Green, KY  42104

                           To the LESSEE:

                           Martin Management Group, Inc.
                           1065 Ashley Street
                           Bowling Green, KY  42103

Any such notice, demand, request or other communication shall be mailed by
certified or registered mail, return receipt requested and shall be deemed to
have been given at the time same is duly deposited and/or registered in any
United States Post Office or branch Post Office. Any bill, statement or
communication other than notices provided for in this Lease shall be
sufficiently given if delivered personally, left at the Leased Premises with a
person of suitable discretion or sent by mail addressed to the address as
hereinabove set forth, and the date of such service or deposit in the United
States Mail shall be deemed the date of rendition of any such bill, statement or
communication.
ARTICLE 16.  DEFAULT BY LESSOR
                  16.1 In the event of a default by Lessor in observance or
performance of any terms, covenants or conditions contained in this Lease for a
period of thirty (30) days after written notice from Lessee, then Lessee shall
have the right, at its option, either to:
                           a. Expend such funds as are reasonably
necessary to cure the default of Lessor and make repairs or any other
obligations of Lessor and to deduct the cost of same against any payment for
rent, taxes or other payments due Lessor until Lessee is fully reimbursed at
which time the obligation to make said payments to Lessor shall begin again; or
                                        49
<PAGE>50
                           b. Lessee may take whatever action in law or in
equity which may appear necessary or desirable to
protect its rights or to enforce performance and observance of any obligation,
agreement or covenant of Lessor under this Lease.
ARTICLE 17.  DEFAULT BY LESSEE
                  17.1     The following shall be a default by Lessee:
                           a. The failure to pay when due an installment of
rental, or any other payment required to be made, in
whole or in part, if the failure shall continue for five (5) days after written
notice to Lessee; and/or
                           b. The failure to observe or perform any other
provision of this Lease, if the failure continues for
ten (10) days after written notice to Lessee; if the default cannot reasonably
be cured within ten (10) days, Lessee shall not be in default if Lessee begins
to cure the default within ten (10) days and diligently cures the default;
and/or
                           c. The making by Lessee of a general assignment for
the benefit of creditors; the filing by or
against Lessee of a petition to have Lessee adjudged a bankrupt, or of a
petition for reorganization or arrangement under any law relating to bankruptcy
(unless a petition filed against Lessee is dismissed within sixty (60) days);
the appointment of a trustee or receiver to take possession of substantially all
of Lessee's assets located at the Leased Premises or of Lessee's interest in
this Lease if possession is not restored to Lessee within thirty (30) days; or
the attachment, execution or other judicial seizure of substantially all of
Lessee's assets located at the Leased Premises, or of Lessee's interest in this
Lease, if the seizure is not discharged within thirty (30) days; and/or
                           d. The failure more than twice within a 12-month
period to make any payment of rental, provided Lessor has given Lessee the
required written notices in each case. The third failure shall be a non-curable
default.
                   17.2 In addition to any other remedies available to Lessor at
law or in equity for default, Lessor shall have the immediate option, upon
Lessee's default, to terminate this Lease and the rights of Lessee by written
notice to Lessee. If Lessor elects to terminate, Lessor shall have the right to
recover from Lessee:
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<PAGE>51
                           a. The worth at the time of the award of any unpaid
rental which has been earned at the time of termination; and
                           b. The worth at the time of the award of the amount
of any unpaid rental which would have been earned after termination until the
time of the award; and
                           c. Any other amount necessary to compensate Lessor
for the detriment proximately caused by Lessee's failure to perform its
obligations (including the costs and expenses of recovering the Leased Premises
and reasonable attorneys' fees) or which would be likely to result from Lessee's
failure; and
                           d. At Lessor's election, other amounts permitted by
applicable law.
                  17.3 Lessor shall also have the right if Lessee defaults under
the Lease to reenter the Leased Premises and remove all persons and property
from the Leased Premises. The property may be stored at Lessee's cost. Lessor
shall not, however, be required to remove any property from the Leased Premises
nor required to store same. In the event Lessor does elect to store Lessee's
property, it shall not be required to store same for a period in excess of
thirty (30) days after which the property shall be deemed to have been abandoned
by Lessee at which time Lessor shall be entitled to dispose of same with all
costs incurred by Lessor in removal and disposition to be assessed against
Lessee. Lessor shall not be liable to Lessee for loss or damage resulting from
an entry by Lessor. Lessee shall pay as additional rental, upon demand, expenses
incurred or paid by Lessor because of Lessor's entry.
                  17.4 If Lessor elects to reenter or take possession of the
Leased Premises pursuant to legal proceedings or notice, and if Lessor dos not
elect to terminate this Lease, then Lessor may from time to time, without
terminating this Lease, either recover rental as it becomes due or relet the
Leased Premises or any part of it for any length of time, rental and conditions
that Lessor, in its sole discretion, deems advisable. Lessor shall have the
right to make alterations and repairs to the Leased Premises. If Lessee has
left all or any of its trade fixtures, furniture, furnishings, signs, stock or
other personal property in the Leased Premises, that shall not preclude a
determination that a vacation or abandonment has occurred.
                  17.5 If Lessor elects to relet, rental received by Lessor from
reletting shall be applied: first, to the payment of indebtedness other than
rental due Lessor from Lessee; second, to the payment of the cost of reletting;
third, to the payment of the cost of alterations and repairs to the Leased
Premises; fourth, to the payment of
                                                51
<PAGE>52
rental due and unpaid; and the remainder, if any, shall be applied to the
payment of future rental that may become due. If the rental received from
reletting during any month which is applied to the payment of rental is less
than the rental payment during that month by Lessee, Lessee shall pay the
deficiency to the Lessor. The deficiency shall be calculated and paid monthly.
Lessee shall also pay Lessor, as soon as ascertained, the costs and expenses
incurred by Lessor to relet or make alterations and repairs not covered by the
rental received from the reletting of the Leased Premises. Nothing herein
contained shall be construed to require the Lessor to relet the Leased Premises,
and the determination as to whether or not to do so is solely in Lessor's
discretion.
                  17.6 A reentry or taking possession of the Leased Premises by
Lessor shall not be construed to be an election to terminate this Lease, nor
shall it cause a forfeiture of rental remaining to be paid during the balance of
the term, unless a written notice of that intention is given to Lessee or the
termination is decreed by a court of competent jurisdiction. Notwithstanding a
reletting without termination by Lessor because of default by Lessee, Lessor may
at any time after reletting elect to terminate this Lease for any default.
ARTICLE 18.  SURRENDER OF PREMISES
                  18.1 Lessee shall, upon expiration of the term, or the earlier
termination of this Lease, surrender to Lessor, without damage, injury,
disturbance or payment, the Leased Premises including, without limitation, all
apparatus, equipment, alterations, improvements and additions by either party
to, in, upon or about the Leased Premises. If Lessee shall be in default, Lessee
shall not have the right to remove trade fixtures, signs and other personal
property. They shall remain or become, as the case may be, the property of
Lessor. Lessee, at its sole expense, shall immediately repair damage to the
Leased Premises caused by Lessee vacating the Leased Premises or by Lessee's
removal of trade fixtures, signs and other personal property. Lessee shall
comply with all laws and governmental regulations applicable to the removal and
repair of the property. Lessee shall not create a disturbance or health problem
for  customers,  agents,  invitees or other parties in the office  building of
which the Leased  Premises forms a part as a result of the removal or repair.
Any property not removed may be deemed byLessor to be abandoned by Lessee and
may be retained by Lessor,  be removed and stored for Lessee or disposed of, at
Lessee's  sole cost.  Lessor  shall not be required to remove any property from
the Leased  Premises nor required to store same. In the event Lessor does elect
to store Lessee's property, it shall not be required to store same for a period
in excess
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of thirty (30) days after  which the  property  shall be deemed to have been
abandoned  by Lessee at which  time Lessor shall be entitled to dispose of same
with all costs incurred by Lessor in removal and disposition to be assessed
against Lessee.  Lessee shall surrender the Leased Premises to  Lessor  free of
Hazardous  Material  and free of any violation  of any  environmental  rule or
regulation.  Lessee's  obligation  to observe  and  perform  the  provisions
of this  Article  18 shall  survive  the expiration of the term or earlier
termination of this Lease.
ARTICLE 19.  MISCELLANEOUS
                  19.1  GOVERNING  LAW. This Lease shall be governed by,
construed and enforced in accordance  with the laws of the Commonwealth  of
Kentucky.  The  invalidity  or  unenforceability  of any  provision  hereof
shall not  affect  or  impair  any other provision.
                  19.2 PLURAL/SINGULAR GENDER TO BE READ IN CONTEXT. Any word
contained in the text of this Lease shall be read as the singular or the plural
and as the masculine, feminine or neuter gender as may be applicable in the
particular context.
                  19.3 JOINT AND SEVERAL OBLIGATION OF LESSEES. If there is more
than one Lessee, the covenants of the Lessees shall be the joint and several
obligations of each such party; and if the Lessee is a partnership, the
covenants of the Lessee shall be joint and several obligations of each of the
partners and the obligations of the firm.
                  19.4 ATTORNEYS' FEES AND EXPENSES. In the event either party
shall be required to engage legal counsel for the enforcement of any of the
terms of this Lease, whether or not such employment shall require institution of
suit, the defaulting party shall be responsible for and shall promptly
pay to the non-defaulting party all costs, fees (including reasonable attorneys'
fees) and other expenses incurred by the non-defaulting party as a result of
such default.
                  19.5 BINDING EFFECT. The provisions of this Lease shall be
binding on and inure to the benefit of the parties, their legal representatives,
heirs, successors and permitted assigns. Each term and each provision of this
Lease to be performed by Lessee shall be construed to be both an independent
covenant and a condition. The reference contained herein to successors and
assigns of Lessee is not intended to constitute a consent to assignment
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by Lessee but as reference only to those instances in which Lessor may have
given written consent to a particular assignment.

                  19.6 RELATIONSHIP OF PARTIES. Nothing contained in this Lease
shall be deemed or construed to create the relationship of principal and agent
or of partnership or of joint venture or of any association whatsoever between
Lessor and Lessee; it being expressly understood and agreed that neither the
computation of rent nor any other provisions contained in this Lease nor any act
or acts of the parties hereto shall be deemed to create any relationship between
Lessor and Lessee other than the relationship of landlord and tenant.
                  19.7 TITLES OF PARAGRAPHS AND ARTICLES FOR CONVENIENCE AND
REFERENCE ONLY. The titles of the articles and paragraphs throughout this Lease
are for convenience and reference only, and the words contained therein shall in
no way be held to explain, modify, amplify or aid in the interpretation,
construction or meaning of the provisions of this Lease.
                  19.8 PRIOR REPRESENTATIONS INCORPORATED HEREIN. All
negotiations, considerations, representations and understandings between the
parties are incorporated in this Lease, and Lessee acknowledges that Lessor, its
agents and representatives, have made no representations, warranties or promises
with respect to the building, the surrounding land or the Leased Premises except
as may be expressly set forth herein.
                  19.9 MODIFICATION. This Lease contains the entire agreement
between the parties, and any agreement hereafter made shall be ineffective to
change, modify or discharge it in whole or in part unless such agreement is in
writing and signed by the party against whom enforcement of the change,
modification or discharge is sought.
                  19.10 SEVERABILITY. If any term or provision of this Lease or
the application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease or the application of such
term or provision to persons or circumstances other than those as to which it is
held invalid or unenforceable shall not be affected thereby, and each term and
provision of this Lease shall be valid and be enforceable to the fullest extent
permitted by law.
                  19.11 WAIVER. No delay in exercising or omission of the right
to exercise any right or power by Lessor shall impair any such right or power or
shall be construed as a waiver of any breach or default or as
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acquiescence thereto. One or more waivers of any covenants, terms or conditions
of this Lease by Lessor shall not be construed by the other party as a waiver of
a continuing or subsequent breach of the same covenant, provision or condition.
The consent or approval by Lessor to or of any act by Lessee of a nature
requiring consent or approval shall not be deemed to waive or render unnecessary
consent to or approval of any subsequent similar act. The receipt by Lessor of
rent with knowledge of the breach of any covenant of this Lease shall not be
deemed a waiver of such breach. No provision of this Lease shall be deemed to
have been waived by Lessor unless such waiver be in writing signed by Lessor.
                  19.12 MUTUAL NEGOTIATION. This Lease and the language
contained herein have been arrived at by the mutual negotiation of the parties.
Accordingly, no provision hereof shall be construed against one party in favor
of another party hereby by reason of draftsmanship.
                  19.13 Waiver of Jury Trial. LESSOR AND LESSEE ACKNOWLEDGE THAT
THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED.
EACH PARTY AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH
COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT,
WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE
PERFORMANCE OR ENFORCEMENT OF OR IN ANY WAY RELATED TO THIS LEASE.
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                  IN TESTIMONY WHEREOF witness the signatures of the parties
hereto on the day and date first above written.

                                                         LESSOR:

                                                   CITIZENS FIRST BANK

                                                 BY: _/s/ Mary D. Cohron
                                                     /s/ Mary D.Cohron

                                                         LESSEE:

                                                  MARTIN MANAGEMENT GROUP, INC.

                                                 BY:  _/s/ Cornelius A. Martin
                                                       -----------------------
                                                           Cornelius A. Martin
                                            56