Exhibit 10.4

                                  PHILLIP WISE

                              EMPLOYMENT AGREEMENT

This Employment  Agreement (this "Agreement") is made and entered into as of the
1st day of March,  2001 (the  "Effective  Date"),  by and between FIRST NATIONAL
BANK OF DECATUR, a national banking  association with its main office located in
Decatur, Illinois (the "Bank"), MAIN STREET TRUST, INC., an Illinois corporation
("Main Street"), FIRSTECH, INC., a Delaware corporation ("FirsTech") and PHILLIP
WISE ("Phil").

                                    RECITALS

A.   Phil has served as the President of the Bank since the Effective Date.

B.   The Bank is wholly owned subsidiary of Main Street.

C.   Phil has served as an  executive  vice  president  of Main Street since the
     Effective Date.

D.   Main  Street,  the Bank and Phil have made  commitments  to each other on a
     variety of  important  issues  concerning  his  employment,  including  the
     performance that will be expected of him, the compensation  that he will be
     paid, how long and under what  circumstances he will remain  employed,  and
     the  financial  details  relating to any decision  that either  Phil,  Main
     Street or the Bank might ever make to terminate this Agreement.

E.   Main Street,  the Bank and Phil believe that the commitments they have made
     to each other should be memorialized in writing, and that is the purpose of
     this Agreement.

THEREFORE, Main Street, the Bank and Phil agree as follows:

                                   AGREEMENTS

Section 1. Employment.  For purposes of this Agreement the term "Employer" shall
mean the Bank  through  September  30,  2001 and shall  mean Main  Street  after
September 30, 2001. The Employer agrees to employ Phil, and Phil agrees to serve
the Employer, in accordance with the terms of this Agreement.

(a)  Positions. Subject to the terms of this Agreement, until September 30, 2001
     the Bank agrees to employ Phil as the President of the Bank and Main Street
     agrees to employ Phil as an executive vice president,  upon which date Main
     Street agrees to continue to employ Phil as an executive vice president and
     the Bank agrees to employ him as Chairman and FirsTech agrees to employ him
     as Chairman.  Subject to the terms of this Agreement,  Phil agrees to serve
     in the positions set forth above.

(b)  Duties. Phil's duties,  authority and responsibilities in the positions set
     forth  in  subsection   (a)  above   include  all  duties,   authority  and
     responsibilities  customarily held by such officers of comparable banks and
     companies,  subject  always to the  charter  and bylaw  provisions  and the
     policies of the Bank,  Main Street and FirsTech and the directions of their
     respective Board of Directors.  For purposes of this Agreement, the "Board"
     shall mean the Board of Directors of Main Street.

(c)  Care and Loyalty. Phil will devote his best efforts and full business time,
     energy,  skills and  attention  to the business and affairs of Main Street,
     the Bank and FirsTech, and will faithfully and loyally discharge his duties
     to Main Street, the Bank and FirsTech.

Section 2.  Compensation.  The Employer will compensate Phil for his services as
follows during the term of this Agreement and his employment hereunder:

(a)  Base  Compensation.  Phil will  receive an annual  base  salary of $145,000
     during 2001. The Board will review Phil's base salary  annually  during the
     term of this Agreement to determine  whether it should be maintained at its
     existing level or increased.  Phil's annual base salary after 2001 will not
     be  lower  than  his  base  salary  for  the  immediately  preceding  year.
     Notwithstanding  anything  contained  herein to the  contrary,  Main Street
     shall be entitled in its sole and  absolute  discretion  to allocate  among
     Main Street,  the Bank and  FirsTech  the amount of base salary  payable to
     Executive.

(b)  Performance  Bonus.  The Employer will consider Phil for a bonus at the end
     of each year based on performance  criteria established by the Board and/or
     Phil's  senior  officers  and any other  factors  deemed by the Board to be
     appropriate.  Bonuses will be awarded, if at all, in the sole discretion of
     the Board.
<PAGE>

(c)  Profit Sharing Benefit.  Phil will receive an annual profit sharing benefit
     that will  range  between 5% and 10% of the  combined  amount of his annual
     base salary and if applicable, his performance bonus. The Board will decide
     the exact amount of this benefit  annually within that range.  The Employer
     will  contribute this benefit for the account of Phil to the Bank's or Main
     Street's   tax-qualified   retirement  plans  and/or  any  nontax-qualified
     deferred  compensation  programs  that the Bank or Main Street may elect to
     establish. All such benefit payments will be determined and governed by the
     terms of the particular plan or program.

(d)  Car Allowance.  At the Employer's discretion,  the Employer will either (i)
     pay Phil a car  allowance  of $400 per  month or (ii)  provide  Phil with a
     company-owned  vehicle,  a  credit  card  for  gasoline  and all  necessary
     maintenance.  The car  allowance  will be subject  to annual  review by the
     Board  starting in 2001 and will be  maintained  or  increased as the Board
     deems  appropriate.  The  Employer  will  also  insure  Phil's  car  at the
     Employer's  expense  under  the  Employer's  general  corporate  automobile
     insurance program.

(e)  Club  Membership.  The  Employer  expects  Phil to  entertain  clients  and
     prospective  clients  of Main  Street and the Bank at the  country  club to
     which he belongs,  and thus will reimburse Phil's dues for his country club
     membership in an amount not to exceed $365 per month.  This  allowance will
     be  subject  to annual  review by the Board  starting  in 2001,  and may be
     maintained or increased as the Board deems appropriate.

(f)  Reimbursement of Expenses. The Employer will reimburse Phil for all travel,
     entertainment  and other  out-of-pocket  expenses  that he  reasonably  and
     necessarily  incurs in the  performance  of his duties.  Phil will document
     these expenses to the extent  necessary to comply with all applicable  laws
     and internal policies.

(g)  Other  Benefits.  Phil will be  entitled  to  participate  in all plans and
     benefits that are now or later made available by Main Street or the Bank to
     its officers of equal or junior ranking generally.

(h)  Vacations.  Phil will receive at least 20 days of paid  vacation  annually,
     subject to the Employer's general vacation policy.

(i)  Withholding.   Phil   acknowledges  that  the  Employer  may  withhold  any
     applicable federal, state or local withholding or other taxes from payments
     that become due to him.

Section 3. Term and Termination.

(a)  Term  and  Automatic  Renewal.  The  term  of  this  Agreement  and  Phil's
     employment  hereunder  will be one (1) year  commencing as of the Effective
     Date.  This  Agreement  and the term of Phil's  employment  hereunder  will
     automatically  renew for one (1) additional year on each anniversary of the
     Effective  Date unless this Agreement and Phil's  employment  hereunder are
     terminated in accordance with the provisions of this Section 3.

(b)  Termination  Without Cause.  Either the Employer or Phil may terminate this
     Agreement  and Phil's  employment  hereunder  for any reason by  delivering
     written  notice of  termination to the other party no less than ninety (90)
     days before the effective date of termination, which date will be specified
     in the notice of termination. If Phil voluntarily terminates his employment
     under this Agreement other than pursuant to Sections 3(d) or 3(e), then the
     Employer  shall only be required to pay Phil such base salary as shall have
     accrued  through the effective  date of such  termination  and the Employer
     shall have no further obligations to Phil.
<PAGE>

(c)  Termination for Cause. The Employer may terminate this Agreement and Phil's
     employment  hereunder for Cause by delivering written notice of termination
     to Phil no less than 30 days  before  the  effective  date of  termination.
     "Cause"  for  termination  will exist if:  (i) Phil  engages in one or more
     unsafe and unsound  banking  practices or material  violations  of a law or
     regulation  applicable to Main Street,  the Bank or FirsTech,  any repeated
     violations  of a policy of Main  Street,  the Bank or FirsTech  after being
     warned in writing by the Board and/or a senior  officer not to violate such
     policy,  any  single  violation  of a policy  of Main  Street,  the Bank or
     FirsTech if such violation materially and adversely affects the business or
     affairs of Main Street,  the Bank or  FirsTech,  or a direction or order of
     the Board  and/or one of Phil's  senior  officers;  (ii) Phil  engages in a
     breach of fiduciary duty or act of dishonesty involving the affairs of Main
     Street,  the Bank or  FirsTech;  (iii) Phil is removed  or  suspended  from
     banking  pursuant to Section 8(e) of the Federal  Deposit  Insurance Act or
     any other  applicable  State or Federal  law;  (iv) Phil commits a material
     breach  of his  obligations  under  this  Agreement;  or (v) Phil  fails to
     perform his duties to Main Street,  the Bank or FirsTech with the degree of
     skill,  care or  competence  expected  by the Board  and/or  Phil's  senior
     officers. If Phil's employment is terminated pursuant to this Section 3(c),
     then the  Employer  shall only be  required to pay Phil such base salary as
     shall have accrued  through the effective date of such  termination and the
     Employer shall have no further obligations to Phil.

(d)  Constructive Discharge. If Phil is ever Constructively  Discharged,  he may
     terminate this Agreement and his employment hereunder by delivering written
     notice to the Employer no later than thirty (30) days before the  effective
     date of termination.  "Constructive  Discharge" means the occurrence of any
     one or more of the following, without Phil's prior consent: (i) Phil is not
     reelected  to or is removed  from the  positions  set forth in Section 1(a)
     (other than by  promotion  to a higher  position or  positions);  provided,
     however,  that  removal  from  his  position(s)  with  FirsTech  shall  not
     constitute a Constructive  Discharge hereunder;  (ii) the Employer fails to
     vest Phil with or removes from him the duties, responsibilities,  authority
     or resources that he reasonably  needs to  competently  perform his duties;
     (iii) the Employer  notifies  Phil that it is  terminating  this  Agreement
     pursuant to Section 3(b); (iv) the Employer changes the primary location of
     Phil's  employment  to a place  that is more than  fifty  (50)  miles  from
     Decatur,  Illinois; or (v) the Employer otherwise commits a material breach
     of its obligations under this Agreement and fails to cure the breach within
     thirty  (30) days  after  Phil  gives the  Employer  written  notice of the
     breach.

(e)  Termination  upon Change of Control.  Phil may terminate this Agreement and
     his employment  hereunder for any reason within one (1) year after a Change
     of  Control  occurs by  delivering  written  notice of  termination  to the
     Employer  or its  successor  no less  than  thirty  (30)  days  before  the
     effective  date of  termination.  After one year  following  the  Change of
     Control,  Phil may terminate this  Agreement and his  employment  hereunder
     only in accordance with Section 3(b) or (d).

     (i)  A "Change  of  Control"  will be deemed to have  occurred  if: (A) any
          person  (as such  term is  defined  in  Section  13(d) or 14(d) of the
          Securities Exchange Act of 1934, as amended (the "1934 Act")) acquires
          beneficial  ownership  (within the  meaning of Rule 13d-3  promulgated
          under the 1934 Act) of more than fifty  percent  (50%) of the combined
          voting power of the then outstanding voting securities of Main Street;
          or (B) the  individuals  who were members of the Board of Directors of
          Main Street on the Effective Date (the "Current Board  Members") cease
          for any  reason  (other  than  the  reasons  specified  in  Subsection
          3(e)(ii)  below) to  constitute a majority of the Board of Main Street
          or its  successor;  however,  if the  election or the  nomination  for
          election  of any new  director  of Main  Street  or its  successor  is
          approved  by a vote of a majority of the  individuals  who are Current
          Board  Members,  such new  director  shall,  for the  purposes of this
          Section  3(e)(i),  be considered a Current  Board Member;  or (C) Main
          Street's  stockholders  approve (1) a merger or  consolidation of Main
          Street or the Bank and the  stockholders  of Main  Street  immediately
          before such merger or consolidation do not, as a result of such merger
          or consolidation, own, directly or indirectly, more than fifty percent
          (50%) of the  combined  voting  power of the then  outstanding  voting
          securities of the entity  resulting from such merger or  consolidation
          in  substantially  the  same  proportion  as  their  ownership  of the
          combined  voting power of the  outstanding  securities  of Main Street
          immediately  before  such merger or  consolidation;  or (2) a complete
          liquidation  or  dissolution  or an  agreement  for the  sale or other
          disposition of all or  substantially  all of the assets of Main Street
          or the Bank.
<PAGE>

     (ii) Notwithstanding  and in lieu of Section  3(e)(i),  a Change of Control
          will not be deemed to have  occurred:  (A)  solely  because  more than
          fifty  percent  (50%)  of  the  combined  voting  power  of  the  then
          outstanding  voting  securities  of Main Street are  acquired by (1) a
          trustee  or  other  fiduciary  holding  securities  under  one or more
          employee  benefit plans maintained for employees of Main Street or the
          Bank, or (2) any person  pursuant to the will or trust of any existing
          stockholder of Main Street, or who is a member of the immediate family
          of such stockholder,  or (3) any corporation which,  immediately prior
          to  such   acquisition,   is  owned  directly  or  indirectly  by  the
          stockholders  in the  same  proportion  as  their  ownership  of stock
          immediately  prior  to  such  acquisition;  or (B) if Phil  agrees  in
          writing that the  transaction or event in question does not constitute
          a Change of Control for the purposes of this Agreement.

(f)  Termination upon Disability. The Employer will not terminate this Agreement
     and Phil's employment hereunder if Phil becomes disabled within the meaning
     of the  Employer's  then  current  employee  disability  program or, at the
     Employer's election, as determined by a physician selected by the Employer,
     unless as a result of such disability, Phil is unable to perform his duties
     with the  requisite  level  of skill  and  competence  for a period  of six
     consecutive months.  Thereafter,  the Employer may terminate this Agreement
     for Cause in accordance with Subsection 3(c)(v).

(g)  Termination  upon Death.  This Agreement will terminate if Phil dies during
     the  term of this  Agreement,  effective  on the  date  of his  death.  Any
     payments  that are owing to Phil under this  Agreement  or otherwise at the
     time of his death will be made to whomever Phil may designate in writing as
     his  beneficiary,  or  absent  such  a  designation,  to  the  executor  or
     administrator of his estate.

(h)  Severance  Benefits.  Subject to the conditions  hereinafter set forth, the
     Employer will pay severance benefits to Phil as follows:

     (i)  If this  Agreement and Phil's  employment  hereunder are terminated by
          the Employer  without  Cause  pursuant to Section  3(b), or by Phil by
          reason of his  Constructive  Discharge  pursuant to Section 3(d),  the
          Employer  will  pay  Phil  an  amount  equal  to the  sum of his  then
          applicable  annual  base  salary,  plus the amount of the most  recent
          performance  bonus  that the  Employer  awarded  to Phil  pursuant  to
          Section  2(b)  (collectively,   the  "Severance  Payment");  provided,
          however, that termination of Phil's employment with FirsTech shall not
          constitute  termination  of  employment  for  purposes of the right to
          receive the Severance  Payment  hereunder.  If the  effective  date of
          termination  occurs before the last day of the then current term,  the
          Severance  Payment  will also  include the value of the  contributions
          that  would  have  been  made to Phil or for  his  benefit  under  all
          applicable retirement and other employee benefit plans had he remained
          in the  Employer's  employ  through  the last day of the then  current
          term.  The  Employer  will  also  continue  to  provide  Phil  and his
          dependents,  at the expense of the Employer,  with continuing coverage
          under all existing life,  health and disability  programs for a period
          of one (1) year following the effective date of termination,  provided
          that,  to the  extent  Phil paid a  portion  of the  premium  for such
          benefit while  employed he shall  continue to pay such portion  during
          the period of  continuation  hereunder and provided  further,  that if
          such benefit is subject to the health care  continuation  rules of the
          Consolidated Omnibus Budget  Reconciliation Act of 1985 ("COBRA") then
          any period of  continuation  hereunder  shall be credited  against the
          continuation  rights under COBRA and Phil will be required to complete
          all COBRA election and other forms.
<PAGE>

     (ii) Notwithstanding  Section 3(h)(i) and in lieu of any payments  provided
          for thereunder,  the Employer or its successor will pay Phil an amount
          equal to two (2) times the  Severance  Payment  if this  Agreement  is
          terminated within one year after the occurrence of a Change of Control
          by Phil pursuant to Sections 3(b), 3(d) or 3(e), or by the Employer or
          its   successor   pursuant  to   Sections   3(b)  or  3(c)  either  in
          contemplation  of a Change of Control or at any time after a Change of
          Control occurs. In this event, the Employer or its successor will also
          continue  to provide  Phil and his  dependents,  at the expense of the
          Employer or its successor, with continuing coverage under all existing
          life,  health and  disability  programs  for a period of two (2) years
          following the effective  date of  termination,  provided  that, to the
          extent  Phil paid a portion  of the  premium  for such  benefit  while
          employed he shall  continue to pay such  portion  during the period of
          continuation hereunder.  If permitted by the Employer's  then-existing
          group medical insurance policy or program, the Employer shall continue
          such  coverage  for six (6) months  and the  remaining  eighteen  (18)
          months shall be provided  pursuant to and credited  against the health
          care  continuation  rights  under  COBRA and Phil will be  required to
          complete all COBRA  election  and other forms.  If the Employer is not
          permitted by the  Employer's  then-existing  group  medical  insurance
          policy or program to continue such coverage after Phil' termination of
          employment,  then the first eighteen (18) months of continued coverage
          shall be pursuant to and credited against the health care continuation
          rights under COBRA and the  Employer  shall pay Phil six (6) times the
          monthly amount of the Employer's share of the premium.

     (iii)All  payments  that become due to Phil under this Section 3(h) will be
          made in equal monthly  installments unless the Employer elects to make
          those  payments in one (1) lump sum. The Employer will be obligated to
          make all  payments  that  become due to Phil under this  Section  3(h)
          whether or not he obtains other  employment  following  termination or
          takes steps to mitigate any damages  that he claims to have  sustained
          as a result of termination.  The payments and other benefits  provided
          for in this Section 3(h) are intended to supplement  any  compensation
          or other  benefits that have accrued or vested with respect to Phil or
          for his account as of the effective date of termination.

     (iv) The Employer and Phil intend that no portion of any payment under this
          Agreement,  or  payments to or for the benefit of Phil under any other
          agreement or plan,  be deemed to be an "Excess  Parachute  Payment" as
          defined in  Section  280G of the  Internal  Revenue  Code of 1986,  as
          amended (the "Code"), or its successors. It is agreed that the present
          value of any  payments  to or for the benefit of Phil in the nature of
          compensation,  as determined by the legal counsel or certified  public
          accountants for the Employer in accordance with Section  280G(d)(4) of
          the Code,  receipt of which is  contingent on the Change of Control of
          Main  Street,  and to which  Section  280G of the Code applies (in the
          aggregate "Total  Payments"),  shall not exceed an amount equal to one
          dollar less than the maximum amount which the Employer may pay without
          loss of deduction under Section 280G(a) of the Code.

     (v)  The Employer  may elect to defer any  payments  that may become due to
          Phil under this Section 3(h) if, at the time the payments  become due,
          the Employer is not in compliance with any regulatory-mandated minimum
          capital  requirements  or if  making  the  payments  would  cause  the
          Employer's capital to fall below such minimum capital requirements. In
          this event, the Employer will resume making the payments as soon as it
          can do so without violating such minimum capital requirements.

(i)  Payment  Equalization.  If the Employer is paying, or in the case of a lump
     sum, has paid,  Phil a Severance  Benefit  under  Section  3(h),  then Phil
     agrees  to not  seek or  apply  for  unemployment  compensation  under  the
     Illinois  Unemployment  Act 820 ILCS  405/100 et seq. or any other state or
     federal unemployment compensation law at any time prior to a date following
     the final payment made hereunder or with respect to the period during which
     such payments were or were to be made until the final payment is made.
<PAGE>

(j)  Release.  As a  condition  to the Bank's  obligation  to pay any  Severance
     Benefit  under  Section  3(h),  Phil agrees that he will  execute a general
     release  of the  Employer  and its  affiliates,  substantially  in the form
     attached hereto as Exhibit A.

Section 4. Confidentiality.  Phil acknowledges that the nature of his employment
will require that he produce and have access to records, data, trade secrets and
information  that are not available to the public  regarding Main Street and its
subsidiaries  and  affiliates  ("Confidential  Information").  Phil will hold in
confidence and not directly or indirectly disclose any Confidential  Information
to third parties unless disclosure  becomes  reasonably  necessary in connection
with Phil's performance of his duties hereunder, or the Confidential Information
lawfully becomes available to the public from other sources, or he is authorized
in writing by Main Street to disclose  it, or he is required to make  disclosure
by a law or pursuant to the authority of any  administrative  agency or judicial
body. All Confidential  Information and all other records,  files, documents and
other materials or copies thereof relating to the business of Main Street or any
of its  subsidiaries or affiliates that Phil prepares or uses will always be the
sole property of Main Street. Phil will promptly return all originals and copies
of such Confidential  Information and other records,  files, documents and other
materials to Main Street if his  employment  with the Bank is terminated for any
reason.

Section 5. Non-Competition Covenant.

(a)  Restrictive  Covenant.  The  Employer  and Phil have  jointly  reviewed the
     customer lists and operations of the Employer and agree that the Employer's
     primary service area for its lending and deposit  activities  encompasses a
     fifty  (50)  mile  radius  from the  Employer's  main  office  in  Decatur,
     Illinois.  Phil  agrees  that,  for a  period  of one (1)  year  after  the
     termination of this Agreement,  he will not,  without the Employer's  prior
     written consent,  directly or indirectly Compete with the Employer. For the
     purposes of Section 5(a):

     (i)  "Compete" means directly or indirectly owning, managing,  operating or
          controlling  a  Competitor,  or directly or  indirectly  serving as an
          employee,  officer or director of or a consultant to a Competitor,  or
          soliciting  or inducing  any  employee or agent of the Employer or its
          affiliates  to  terminate  employment  with the Employer or any of its
          affiliates and become employed by a Competitor.

     (ii) "Competitor" means any person, firm, partnership,  corporation,  trust
          or other  entity that owns,  controls  or is a bank,  savings and loan
          association,   credit  union  or  similar  financial   institution  (a
          "Financial  Institution")  that is  physically  located  and  conducts
          substantial  lending and deposit taking activities within a fifty (50)
          mile radius of the Employer's main office.

(b)  Successors.  In the  event  that a  successor  to Main  Street  or the Bank
     succeeds to or assumes the  Employer's  rights and  obligations  under this
     Agreement,  Section 5(a) will apply only to the primary service area of the
     Employer as it existed  immediately  before the  succession  or  assumption
     occurred and will not apply to any of the successor's other offices.

(c)  Investment Exception.  Section 5(a) will not prohibit Phil from directly or
     indirectly owning or acquiring any capital stock or similar securities that
     are  listed on a  securities  exchange  or quoted on the  NASDAQ and do not
     represent more than five percent (5%) of the  outstanding  capital stock of
     any Financial Institution.

(d)  Injunctive  Relief.  Phil agrees that a violation  of this  Section 5 would
     result in direct,  immediate and irreparable  harm to the Employer,  and in
     such event,  agrees that the Employer,  in addition to its other rights and
     remedies,  would be entitled to injunctive  relief  enforcing the terms and
     provisions of this Section 5.

Section 6. Indemnity; Other Protections.

(a)  Indemnification. The Employer will indemnify Phil (and, upon his death, his
     heirs, executors and administrators) to the fullest extent permitted by law
     against all  expenses,  including  reasonable  attorneys'  fees,  court and
     investigative  costs,  judgments,  fines  and  amounts  paid in  settlement
     (collectively, "Expenses") reasonably incurred by him in connection with or
     arising  out of any  pending,  threatened  or  completed  action,  suit  or
     proceeding in which he may become  involved by reason of his having been an
     officer or director of the Employer.  The  indemnification  rights provided
     for  herein  are  not   exclusive  and  will   supplement   any  rights  to
     indemnification  that Phil may have under any  applicable  bylaw or charter
     provision of Main Street or the Bank,  or any  resolution of Main Street or
     the Bank, or any applicable statute.
<PAGE>

(b)  Advancement  of  Expenses.  In the event that Phil  becomes a party,  or is
     threatened  to be made a party,  to any  pending,  threatened  or completed
     action,  suit or proceeding  for which Main Street or the Bank is permitted
     or required to indemnify him under this Agreement,  any applicable bylaw or
     charter provision of Main Street or the Bank, any resolution of Main Street
     or the Bank, or any applicable  statute,  the Employer will, to the fullest
     extent  permitted  by  law,  advance  all  Expenses  incurred  by  Phil  in
     connection with the investigation,  defense,  settlement,  or appeal of any
     threatened,  pending or completed  action,  suit or proceeding,  subject to
     receipt by the Employer of a written undertaking from Phil to reimburse the
     Employer for all Expenses  actually paid by the Employer to or on behalf of
     Phil in the event it shall be ultimately determined that Main Street or the
     Bank cannot lawfully indemnify Phil for such Expenses, and to assign to the
     Employer  all  rights  of Phil  to  indemnification  under  any  policy  of
     directors' and officers' liability insurance to the extent of the amount of
     Expenses actually paid by the Employer to or on behalf of Phil.

(c)  Litigation.  Unless  precluded  by  an  actual  or  potential  conflict  of
     interest,  the Employer will have the right to recommend counsel to Phil to
     represent  him in  connection  with any claim  covered  by this  Section 6.
     Further,  Phil's  choice of counsel,  his decision to contest or settle any
     such claim,  and the terms and amount of the  settlement  of any such claim
     will be subject to the Employer's  prior written  approval,  which approval
     shall not be unreasonably withheld by the Employer.

Section 7. General Provisions.

(a)  Successors;  Assignment.  This  Agreement will be binding upon and inure to
     the benefit of Phil, Main Street,  the Bank and their  respective  personal
     representatives,   successors  and  assigns.   For  the  purposes  of  this
     Agreement,  any  successor or assign of the Employer  shall be deemed to be
     the  "Employer."  The Employer  will require any successor or assign of the
     Employer  or  any  direct  or  indirect  purchaser  or  acquiror  of all or
     substantially  all of the business,  assets or liabilities of the Employer,
     whether by transfer, purchase, merger, consolidation,  stock acquisition or
     otherwise, to assume and agree in writing to perform this Agreement and the
     Employer's  obligations hereunder in the same manner and to the same extent
     as the  Employer  would  have  been  required  to  perform  them if no such
     transaction had occurred.

(b)  Entire Agreement; Survival. This Agreement constitutes the entire agreement
     between the Phil and the Employer concerning the subject matter hereof, and
     supersedes   all   prior   negotiations,   undertakings,   agreements   and
     arrangements with respect thereto,  whether written or oral,  including not
     by way of limitation, any prior employment contract. The provisions of this
     Agreement  will be regarded as divisible and separate;  if any provision is
     ever declared invalid or unenforceable,  the validity and enforceability of
     the remaining  provisions  will not be affected.  This Agreement may not be
     amended or  modified  except by a writing  signed by Phil,  Main Street and
     Bank, and except for the employment obligations set forth in Section 1, all
     rights and  obligations of Phil,  Main Street and the Bank hereunder  shall
     survive the termination of this Agreement.

(c)  Main  Street  Rights  as  Third  Party  Beneficiary.   The  Bank  and  Phil
     acknowledge  that  Main  Street is a third  party  beneficiary  of  certain
     obligations  of  Phil  under  this  Agreement,  including,  not  by  way of
     limitations, Phil's obligations to the Bank pursuant to Sections 4 and 5 of
     this Agreement.

(d)  Governing Law and  Enforcement.  This  Agreement  will be construed and the
     legal  relations of the parties  hereto shall be  determined  in accordance
     with  the  laws of the  State  of  Illinois  without  reference  to the law
     regarding conflicts of law.

(e)  Arbitration. Any dispute or controversy arising under or in connection with
     this Agreement shall be settled  exclusively by arbitration  conducted at a
     location selected by Phil within fifty (50) miles from Champaign, Illinois,
     in accordance with the rules of the American Arbitration Association.

(f)  Legal Fees. All reasonable  legal fees paid or incurred in connection  with
     any dispute or question of interpretation  relating to this Agreement shall
     be paid to the party who is successful on the merits by the other party.
<PAGE>

(g)  Waiver.  No waiver by either  party at any time of any  breach by the other
     party of, or compliance  with, any condition or provision of this Agreement
     to be performed by the other party, shall be deemed a waiver of any similar
     or  dissimilar  provisions  or  conditions at the same time or any prior or
     subsequent time.

(h)  Notices.  Notices  pursuant to this Agreement shall be in writing and shall
     be deemed given when  received;  and, if mailed,  shall be mailed by United
     States  registered or certified  mail,  return receipt  requested,  postage
     prepaid;  and if to the Bank,  addressed to the principal  headquarters  of
     Main Street, attention: President; or, if to Phil, to the address set forth
     below Phil's  signature on this Agreement,  or to such other address as the
     party to be notified shall have given to the other.

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first above written.

FIRST NATIONAL BANK OF DECATUR

By:   /s/ John Luttrell                             /s/ Phillip Wise
------------------------------------               -----------------------------
Chairman                                           PHILLIP WISE


                                                   -----------------------------

                                                   -----------------------------
                                                   Address

MAIN STREET TRUST, INC.


By:  /s/ Gregory B. Lykins
------------------------------------
Vice Chairman


FIRSTECH, INC.

By:   /s/ Howard F. Mooney
------------------------------------
President


<PAGE>
                                                                       Exhibit A

                              AGREEMENT AND RELEASE

This  Agreement  and Release (this  "Agreement")  is made and entered into as of
this _______ day of ___________,  ______, by and between _______________________
(hereinafter  referred to as "_____") and  _________________________________,  a
wholly-owned  subsidiary of Main Street Trust, Inc., (hereinafter referred to as
the "Employer"). In consideration of the mutual covenants hereinafter set forth,
the parties hereto agree as follows:

Section 1.  Separation.  The parties  agree that  ______'s  employment  with the
Employer shall end effective _________________.

Section 2. Payment and Benefits.  In  consideration of the promises made in this
Agreement,  the Employer has agreed to pay ______ the  compensation and benefits
as provided in the  Employment  Agreement  entered into between  _______ and the
Employer on  ______________________.  ______ expressly  agrees,  understands and
acknowledges  that the pay  provided  him under this  Section 2  constitutes  an
amount in excess of that which a  separated  employee of the  Employer  would be
entitled  without  entering into this Agreement.  ______  acknowledges  that the
above pay is being provided by the Employer as consideration for ______ entering
into this  Agreement,  including  the  release  of claims  and  waiver of rights
provided in Section 3.

Section 3. Release of Claims and Waiver of Rights. ______, on his own behalf and
that of his heirs, executors, attorneys, administrators, successors and assigns,
fully  releases and  discharges  the  Employer,  its  predecessors,  successors,
subsidiaries,  affiliates and assigns,  and its and their  directors,  officers,
trustees,  employees,  and  agents  whether  in  their  individual  or  official
capacities  and  the  current  and  former  trustees  or  administrators  of any
retirement or other benefit plan applicable to the employees or former employees
of the Employer,  in their official and individual  capacities  from any and all
liability,  claims and demands, including but not limited to, claims, demands or
actions arising under the Employer's policies and procedures,  whether formal or
informal, United States or State of Illinois Constitutions; the Civil Rights Act
of 1964,  as amended;  the Civil Rights Act of 1991;  the Illinois  Human Rights
Act; the Employee  Retirement  Income Security Act of 1974, as amended;  the Age
Discrimination in Employment Act;  Executive order 11246; and any other federal,
state or local statute,  ordinance or regulation with respect to employment, and
in addition thereto,  from any other claims,  demands or actions with respect to
______'s  employment  with the Employer or other  association  with the Employer
through  the  date  of  this  Agreement,  including,  but not  limited  to,  the
termination of ______'s  employment with the Employer,  any right of payment for
disability or any other  statutory or contractual  right of payment or any claim
for  relief on the basis of any  alleged  tort or breach of  contract  under the
common  law of the State of  Illinois  or any other  state,  including,  but not
limited  to,  defamation,  intentional  or  negligent  infliction  of  emotional
distress,  breach of the  covenant  of good faith and fair  dealing,  promissory
estoppel,  and negligence.  ______  represents that he has not assigned or filed
any claim, demand, action or charge against the Employer.

Section 4. Mutual Non-Disparagement.  The Employer and ______ agree that, at all
times  following  the  signing of this  Agreement,  they shall not engage in any
vilification  of the other,  and shall refrain from making any false,  negative,
critical or disparaging statements, implied or expressed,  concerning the other,
including,  but not limited to, management style, methods of doing business, the
quality of  products  and  services,  role in the  community,  or  treatment  of
employees. The parties further agree to do nothing that would damage the other's
business reputation or good will.

Section  5.  Representations  by  ______.  ______  warrants  that he is  legally
competent to execute this Agreement and that he has not relied on any statements
or explanations  made by the Employer or its attorney.  Moreover,  ______ hereby
acknowledges  that he has been afforded the  opportunity  to be advised by legal
counsel  regarding  the terms of this  Agreement,  including  the release of all
claims and waiver of rights set forth in Section 3. ______  acknowledges that he
has been offered at least  [twenty-one  (21)] days to consider  this  Agreement.
After  being so  advised,  and  without  coercion  of any kind,  ______  freely,
knowingly  and  voluntarily   enters  into  this   Agreement.   [______  further
acknowledges  that he may revoke this  Agreement  within seven (7) days after he
has signed this Agreement and further  understands that this Agreement shall not
become  effective or  enforceable  until seven (7) days after he has signed this
Agreement as evidenced by the date set forth below his signature (the "Effective
Date").  Any  revocation  must  be in  writing  and  directed  to the  Employer,
_____________________________,   __________,  Illinois  ___________,  Attention:
___________________.  If sent by mail, any revocation must be postmarked  within
the seven (7)-day period and sent by certified mail, return receipt  requested.]
In addition, ______ represents that he has returned all property of the Employer
that is in his possession,  custody or control, including all documents, records
and tangible that are not publicly available and reflect, refer or relate to the
Employer or the Employer's  business affairs,  operations or customers,  and all
copies of the foregoing.
<PAGE>

Section 6. No Admissions. The Employer denies that it or any of its employees or
agents have taken any improper  action  against  ______,  and ______ agrees that
this Agreement shall not be admissible in any proceeding as evidence of improper
action by the Employer or any of their employees or agents.

Section 7. Confidentiality.  ______ and the Employer agree to keep the existence
and the terms of this Agreement  confidential,  except for his immediate  family
members or their  legal or tax  advisors in  connection  with  services  related
hereto  and  except  as  may  be  required  by law  or in  connection  with  the
preparation of tax returns.

Section 8.  Non-Waiver.  The Employer's  waiver of a breach of this Agreement by
______ shall not be construed or operate as a waiver of any subsequent breach by
______ of the same or of any other provision of this Agreement.


IN WITNESS  WHEREOF,  the undersigned  have set their hands the day and year set
forth below their respective signatures.

By:
     -------------------------------            --------------------------------
                                                [Employee Name]

Title:
         ---------------------------

Date:                                            Date:
       ------------------------------                   ------------------------