EMPLOYMENT AGREEMENT


         THIS   EMPLOYMENT   AGREEMENT   (hereinafter   referred   to  as   this
"AGREEMENT"), is entered into this 1st day of April, 2000, by and between Market
Bank, a savings and loan  association  incorporated  under Ohio law (hereinafter
referred to as the "EMPLOYER"),  and John T. Larimer, an individual (hereinafter
referred to as the "EMPLOYEE");

                                   WITNESSETH:

         WHEREAS, the  EMPLOYEE  is  currently  employed  as  the  President and
Managing Officer of the EMPLOYER;

         WHEREAS,  as a result of the skill,  knowledge  and  experience  of the
EMPLOYEE,  the Board of Directors of the EMPLOYER  desire to retain the services
of the EMPLOYEE as the President and Managing Officer of the EMPLOYER;

         WHEREAS, the EMPLOYEE desires to continue to serve as the President and
Managing Officer of the EMPLOYER; and

         WHEREAS,  the  EMPLOYEE  and the  EMPLOYER  desire  to enter  into this
AGREEMENT to set forth the terms and conditions of the  employment  relationship
between the EMPLOYER and the EMPLOYEE.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein contained, the EMPLOYER and the EMPLOYEE hereby agree as follows:


1.  Employment  and Term.  Upon the terms and subject to the  conditions of this
AGREEMENT,  the EMPLOYER  hereby employs the EMPLOYEE,  and the EMPLOYEE  hereby
accepts employment,  as the President and Managing Officer of the EMPLOYER.  The
term of this AGREEMENT shall commence on the date hereof, and shall end on March
31, 2003  (hereinafter  referred to as the "TERM").  In March of each year,  the
Board of Directors of the EMPLOYER shall review the EMPLOYEE's  performance  and
record the results of such review in the minutes of the Board of Directors. This
AGREEMENT  shall not be  renewed  or  extended  without a taking of  affirmative
action by the Board of  Directors  of the  EMPLOYER  to cause  such  renewal  or
extension.  Any such  extension  shall be subject to the written  consent of the
EMPLOYEE.


2.       Duties of EMPLOYEE.

         (a) General  Duties and  Responsibilities.  The EMPLOYEE shall serve as
the President and Managing Officer of the EMPLOYER.  Subject to the direction of
the Board of Directors of the EMPLOYER,  the EMPLOYEE shall have  responsibility
for the  general  management  and  control of the  business  and  affairs of the
EMPLOYER  and shall  perform  all duties  and shall  have all  powers  which are


<PAGE>
commonly  incident to the office of  President  and  Managing  Officer or which,
consistent  therewith,  are  delegated  to him by the Board of  Directors.  Such
duties  shall  include,  but not be limited  to,  (1)  managing  the  day-to-day
operations of the  EMPLOYER,  (2) managing the efforts of the EMPLOYER to comply
with  applicable  laws and  regulations,  (3)  marketing of the EMPLOYER and its
services,  (4) supervising other employees of the EMPLOYER, (5) providing prompt
and accurate  reports to the Board of Directors  of the EMPLOYER  regarding  the
affairs and conditions of the EMPLOYER,  and (6) making  recommendations  to the
Board of Directors of the EMPLOYER concerning the strategies, capital structure,
tactics, and general operations of the EMPLOYER.



         (b)  Devotion  of Entire  Time to the  Business  of the  EMPLOYER.  The
EMPLOYEE shall devote his entire  productive time,  ability and attention during
normal  business hours  throughout  the TERM to the faithful  performance of his
duties  under this  AGREEMENT.  The EMPLOYEE  shall not  directly or  indirectly
render any  services of a business,  commercial  or  professional  nature to any
person or organization other than the EMPLOYER and Market Financial  Corporation
without the prior  written  consent of the Board of Directors  of the  EMPLOYER;
provided,  however,  that the EMPLOYEE shall not be precluded from (i) vacations
and other leave time in  accordance  with Section 3(d) hereof;  (ii)  reasonable
participation in community, civic, charitable or similar organizations; or (iii)
the pursuit of personal  investments which do not interfere or conflict with the
performance  of the EMPLOYEE's  duties to the EMPLOYER.  Nothing in this section
shall limit the  EMPLOYEE's  right to invest in  securities of any business that
does not  provide  services  or  products  of the type or  competing  with those
provided by the EMPLOYER or its subsidiaries or affiliates.


3.       Compensation, Benefits and Reimbursements.


         (a) Salary. The EMPLOYEE shall receive during the TERM an annual salary
payable in equal  installments  not less often than monthly.  The amount of such
annual  salary shall be $109,750  until changed by the Board of Directors of the
EMPLOYER in accordance with Section 3(b) of this AGREEMENT.


         (b) Annual Salary  Review.  In March of each year  throughout the TERM,
the annual salary of the EMPLOYEE shall be reviewed by the Board of Directors of
the EMPLOYER and shall be set at an amount not less than $109,750 based upon the
EMPLOYEE's  individual  performance and the overall  profitability and financial
condition of the EMPLOYER (hereinafter referred to as the "ANNUAL REVIEW").  The
results of the ANNUAL  REVIEW  shall be reflected in the minutes of the Board of
Directors of the EMPLOYER.


         (c) Employee  Benefit  Program.  During the TERM, the EMPLOYEE shall be
entitled to participate in all formally  established  employee  benefit,  bonus,
pension and profit-sharing plans and similar programs that are maintained by the
EMPLOYER from time to time, and all employee benefit plans or programs hereafter
adopted in writing by the Board of Directors of the  EMPLOYER,  for which senior
management  personnel are eligible  including any employee stock ownership plan,
stock option plan or other stock benefit plan (hereinafter collectively referred
to as the  "BENEFIT  PLANS").  Notwithstanding  any  statement  to the  contrary


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<PAGE>

contained elsewhere in this Agreement, the EMPLOYER may discontinue or terminate
at any time any such BENEFIT PLANS,  now existing or hereafter  adopted,  to the
extent  permitted  by the  terms of such  plans and  shall  not be  required  to
compensate the EMPLOYEE for such discontinuance or termination.


         (d) Vacation and Sick Leave.  The EMPLOYEE  shall be entitled,  without
loss of pay, to be absent  voluntarily  from the performance of his duties under
this AGREEMENT, in accordance with the policies periodically  established by the
Board of  Directors  of the  EMPLOYER  for senior  management  officials  of the
EMPLOYER.  The  EMPLOYEE  shall  not  be  entitled  to  receive  any  additional
compensation  from the  EMPLOYER  in the event of his  failure  to take the full
allotment  of vacation  time in any  calendar  year.  In the event that any sick
leave time shall not have been used during any calendar  year,  such leave shall
accrue to subsequent  calendar years, only to the extent authorized by the Board
of Directors of the EMPLOYER. Upon termination of employment, the EMPLOYEE shall
not be entitled to receive any  additional  compensation  from the  EMPLOYER for
unused sick leave.


4.       Termination of Employment.

         (a) General.  In addition to the  termination  of the employment of the
EMPLOYEE upon the  expiration of the TERM,  the employment of the EMPLOYEE shall
terminate at any other time during the TERM upon the delivery by the EMPLOYER of
written notice of employment  termination to the EMPLOYEE.  Without limiting the
generality of the foregoing sentence, the following  subparagraphs (i), (ii) and
(iii) of this Section 4(a) shall govern the  obligations  of the EMPLOYER to the
EMPLOYEE upon the occurrence of the events described in such subparagraphs:

                  (i) Termination for JUST CAUSE. In the event that the EMPLOYER
terminates  the  employment  of the  EMPLOYEE  during  the TERM  because  of the
EMPLOYEE's personal  dishonesty,  incompetence,  willful  misconduct,  breach of
fiduciary  duty involving  personal  profit,  intentional  failure or refusal to
perform  the duties and  responsibilities  assigned in this  AGREEMENT,  willful
violation of any law, rule,  regulation or final  cease-and-desist  order (other
than traffic  violations  or similar  offenses),  conviction  of a felony or for
fraud or  embezzlement,  or material  breach of any provision of this  AGREEMENT
(hereinafter  collectively  referred to as "JUST CAUSE"), the EMPLOYEE shall not
receive,  and shall have no right to receive, any compensation or other benefits
for any period after such termination.

                  (ii) Termination  after CHANGE OF CONTROL.  In the event that,
before  the  expiration  of the TERM and in  connection  with or within one year
after a CHANGE OF CONTROL (as  defined  hereinafter)  of the  EMPLOYER or Market
Financial Corporation,  (A) the employment of the EMPLOYEE is terminated for any
reason other than JUST CAUSE before the  expiration of the TERM, (B) the present
capacity or  circumstances  in which the  EMPLOYEE is  employed  are  materially
changed   before   the   expiration   of  the  TERM,   or  (C)  the   EMPLOYEE's
responsibilities,  authority, compensation or other benefits provided under this
AGREEMENT are materially reduced, then the following shall occur:


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<PAGE>


                (I)  The EMPLOYER shall promptly pay to the EMPLOYEE or  to  his
beneficiaries, dependents or estate an amount equal to the sum of (1) the amount
of compensation to which the EMPLOYEE would be entitled for the remainder of the
TERM under this  AGREEMENT,  plus (2) the difference  between (x) the product of
three,  multiplied by the greater of the annual salary set forth in Section 3(a)
of this  AGREEMENT or the annual  salary  payable to the EMPLOYEE as a result of
any ANNUAL REVIEW,  less (xx) the amount paid to the EMPLOYEE pursuant to clause
(1) of this subparagraph (I);

                (II)  The  EMPLOYEE,  his  dependents,  beneficiaries and estate
shall  continue  to be covered  under all BENEFIT  PLANS of the  EMPLOYER at the
EMPLOYER's  expense as if the EMPLOYEE were still  employed under this AGREEMENT
until  the  earliest  of the  expiration  of the TERM or the  date on which  the
EMPLOYEE  is  included  in  another  employer's  benefit  plans  as a  full-time
employee; and

                (III)  The EMPLOYEE shall not be required to mitigate the amount
of any payment  provided for in this  AGREEMENT by seeking  other  employment or
otherwise,  nor shall any amounts received from other employment or otherwise by
the EMPLOYEE  offset in any manner the  obligations  of the EMPLOYER  hereunder,
except as specifically stated in subparagraph (II).

                  In the event that payments  pursuant to this  subsection  (ii)
would result in the  imposition of a penalty tax pursuant to Section  280G(b)(3)
of  the  Internal  Revenue  Code  of  1986,  as  amended,  and  the  regulations
promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"),
such  payments  shall be reduced to the maximum  amount  which may be paid under
SECTION 280G without exceeding such limits. Payments pursuant to this subsection
also may not exceed the limit set forth in Regulatory Bulletin 27a of the Office
of Thrift Supervision.

                  (iii) Termination Without CHANGE OF CONTROL. In the event that
the  employment of the EMPLOYEE is terminated  before the expiration of the TERM
other than (A) for JUST CAUSE or (B) in connection with or within one year after
a CHANGE OF CONTROL, the EMPLOYER shall be obligated to continue (1) to pay on a
monthly basis to the EMPLOYEE,  his designated  beneficiaries or his estate, his
annual salary  provided  pursuant to Section 3(a) or (b) of this AGREEMENT until
the expiration of the TERM and (2) to provide to the EMPLOYEE, at the EMPLOYER's
expense,  health, life,  disability,  and other benefits  substantially equal to
those  being  provided  to  the  EMPLOYEE  at the  date  of  termination  of his
employment until the earliest to occur of the expiration of the TERM or the date
the EMPLOYEE becomes employed  full-time by another employer.  In the event that
payments  pursuant to this subsection  (iii) would result in the imposition of a
penalty tax  pursuant to SECTION  280G,  such  payments  shall be reduced to the
maximum  amount which may be paid under  SECTION 280G  without  exceeding  those
limits.  Payments  pursuant to this subsection also may not exceed the limit set
forth in Regulatory Bulletin 27a of the Office of Thrift Supervision.




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<PAGE>

         (b) Death of the EMPLOYEE.  The TERM automatically  terminates upon the
death of the EMPLOYEE.  In the event of such death, the EMPLOYEE's  estate shall
be entitled to receive the compensation due the EMPLOYEE through the last day of
the calendar month in which the death  occurred,  except as otherwise  specified
herein.

         (c) "Golden Parachute" Provision.   Any  payments  made to the EMPLOYEE
pursuant to this  AGREEMENT or  otherwise  are subject to and  conditioned  upon
their  compliance  with  12  U.S.C.ss.1828(k)  and any  regulations  promulgated
thereunder.

         (d) Definition of "CHANGE OF CONTROL". A "CHANGE OF CONTROL" shall mean
any one of the following  events;  (i) the  acquisition of ownership or power to
vote more  than 25% of the  voting  stock of the  EMPLOYER  or Market  Financial
Corporation;  (ii) the  acquisition  of the ability to control the election of a
majority of the directors of the EMPLOYER or Market Financial Corporation; (iii)
during any period of two consecutive years,  individuals who at the beginning of
such  period  constitute  the  Board of  Directors  of the  EMPLOYER  or  Market
Financial  Corporation  cease for any reason to constitute  at least  two-thirds
thereof; provided, however, that any individual whose election or nomination for
election  as a member  of the  Board of  Directors  of the  EMPLOYER  or  Market
Financial  Corporation  was  approved  by a vote of at least  two-thirds  of the
directors then in office shall be considered to have continued to be a member of
the Board of Directors of the EMPLOYER or Market Financial Corporation;  or (iv)
the acquisition by any person or entity of "conclusive  control" of the EMPLOYER
within the meaning of 12 C.F.R. ss.574.4(a), or the acquisition by any person or
entity of "rebuttable control" within the meaning of 12 C.F.R.  ss.574.4(b) that
has not been rebutted in accordance with 12 C.F.R. ss.574.4(c).  For purposes of
this  paragraph,  the term  "person"  refers to an  individual  or  corporation,
partnership, trust, association, or other organization, but does not include the
EMPLOYEE and any person or persons with whom the EMPLOYEE is "acting in concert"
within the meaning of 12 C.F.R. Part 574.


5.       Special  Regulatory   Events.     Notwithstanding  Section  4  of  this
AGREEMENT,  the  obligations of the EMPLOYER to the EMPLOYEE shall be as follows
in the event of the following circumstances:


         (a) If the EMPLOYEE is suspended  and/or  temporarily  prohibited  from
participating in the conduct of the EMPLOYER's  affairs by a notice served under
section  8(e)(3) or (g)(1) of the Federal  Deposit  Insurance  Act  (hereinafter
referred to as the "FDIA"),  the  EMPLOYER's  obligations  under this  AGREEMENT
shall be suspended as of the date of service of such  notice,  unless  stayed by
appropriate  proceedings.  If the  charges  in the  notice  are  dismissed,  the
EMPLOYER  may,  in  its  discretion,  pay  the  EMPLOYEE  all  or  part  of  the
compensation withheld while the obligations in this AGREEMENT were suspended and
reinstate, in whole or in part, any of the obligations that were suspended;


         (b) If the  EMPLOYEE  is removed  and/or  permanently  prohibited  from
participating in the conduct of the EMPLOYER's  affairs by an order issued under
Section  8(e)(4) or (g)(1) of the FDIA,  all  obligations  of the EMPLOYER under


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<PAGE>

this AGREEMENT shall terminate as of the effective date of such order; provided,
however,  that  vested  rights of the  EMPLOYEE  shall not be  affected  by such
termination;


         (c) If the EMPLOYER is in default, as defined in section 3(x)(1) of the
FDIA, all  obligations  under this AGREEMENT  shall  terminate as of the date of
default;  provided,  however,  that vested  rights of the EMPLOYEE  shall not be
affected;


         (d) All obligations under this AGREEMENT shall be terminated, except to
the  extent  of a  determination  that the  continuation  of this  AGREEMENT  is
necessary  for the continued  operation of the EMPLOYER,  (i) by the Director of
the Office of Thrift Supervision  (hereinafter referred to as the "OTS"), or his
or her  designee  at the time that the  Federal  Deposit  Insurance  Corporation
enters into an agreement to provide  assistance  to or on behalf of the EMPLOYER
under  the  authority  contained  in  Section  13(c)  of the FDIA or (ii) by the
Director of the OTS, or his or her designee, at any time the Director of the OTS
approves a supervisory  merger to resolve  problems  related to the operation of
the EMPLOYER or when the EMPLOYER is determined by the Director of the OTS to be
in an unsafe or unsound condition. No vested rights of the EMPLOYEE shall not be
affected by any such action; and

         (e)  The provisions of this Section 5 are governed by the  requirements
of 12 C.F.R.ss.563.39(b)  and in the event that any statements in this Section 5
are  inconsistent  with  12  C.F.R.ss.563.39(b),  the  provisions  of 12  C.F.R.
ss.563.39(b) shall be controlling.


6.  Consolidation,  Merger or Sale of Assets.  Nothing in this  AGREEMENT  shall
preclude the EMPLOYER or Market Financial  Corporation from consolidating  with,
merging  into, or  transferring  all, or  substantially  all, of their assets to
another  corporation  that  assumes all of their  obligations  and  undertakings
hereunder.  Upon such a  consolidation,  merger or transfer of assets,  the term
"EMPLOYER" as used herein, shall mean such other corporation or entity, and this
AGREEMENT shall continue in full force and effect.


7.  Confidential   Information.   The  EMPLOYEE  acknowledges  that  during  his
employment he will learn and have access to confidential  information  regarding
the EMPLOYER and its customers and businesses. The EMPLOYEE agrees and covenants
not to disclose or use for his own  benefit,  or the benefit of any other person
or entity, any confidential  information,  unless or until the EMPLOYER consents
to such disclosure or use or such information is otherwise legally in the public
domain.  The EMPLOYEE shall not knowingly disclose or reveal to any unauthorized
person any confidential  information relating to the EMPLOYER, its subsidiaries,
or affiliates,  or to any of the  businesses  operated by them, and the EMPLOYEE
confirms  that  such  information  constitutes  the  exclusive  property  of the
EMPLOYER.  The EMPLOYEE shall not otherwise knowingly act or conduct himself (a)
to the material detriment of the EMPLOYER, its subsidiaries,  or affiliates,  or
(b) in a manner which is inimical or contrary to the interests of the EMPLOYER.


8. Non-assignability. Neither this AGREEMENT nor any right or interest hereunder
shall be assignable by the EMPLOYEE,  his beneficiaries or legal representatives
without the EMPLOYER's prior written consent; provided, however, that nothing in


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<PAGE>

this Section 8 shall preclude (a) the EMPLOYEE from designating a beneficiary to
receive any benefits  payable  hereunder  upon his death,  or (b) the executors,
administrators,  or other legal  representatives  of the  EMPLOYEE or his estate
from assigning any rights hereunder to the person or persons entitled thereto.


9. No Attachment.  Except as required by law, no right to receive  payment under
this AGREEMENT shall be subject to anticipation,  commutation, alienation, sale,
assignment,  encumbrance,  charge,  pledge  or  hypothecation  or to  execution,
attachment,  levy, or similar process of assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.


10. Binding  Agreement.   This  AGREEMENT  shall  be   binding  upon,  and inure
to  the   benefit  of,  the  EMPLOYEE  and   the  EMPLOYER  and  its  respective
permitted successors and assigns.


11. Amendment of  AGREEMENT.   This AGREEMENT  may  not  be modified or amended,
except by an instrument in writing signed by the parties hereto.


12. Waiver.  No term or condition of this AGREEMENT shall be deemed to have been
waived,  nor shall there be an estoppel against the enforcement of any provision
of this AGREEMENT,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing waiver,
unless specifically stated therein, and each waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of such term
or  condition  for the future or as to any act other  than the act  specifically
waived.


13.  Severability.  If, for any reason,  any provision of this AGREEMENT is held
invalid, such invalidity shall not affect the other provisions of this AGREEMENT
not held so invalid,  and each such other  provision  shall,  to the full extent
consistent  with  applicable  law,  continue in full force and  effect.  If this
AGREEMENT  is held  invalid  or cannot  be  enforced,  then any prior  AGREEMENT
between the EMPLOYER  (or any  predecessor  thereof)  and the EMPLOYEE  shall be
deemed  reinstated to the full extent permitted by law, as if this AGREEMENT had
not been executed.


14.  Headings.  The headings of the paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this AGREEMENT.


15.  Governing  Law.   This   AGREEMENT  has  been  executed  and  delivered  in
the State of Ohio and its validity, interpretation, performance, and enforcement
shall be governed  by the laws of this State of Ohio,  except to the extent that
federal law is governing.


16.  Effect  of  Prior  Agreements.     This   AGREEMENT   contains  the  entire
understanding  between the parties hereto and  supercedes  any prior  employment
agreement  between  the  EMPLOYER or any  predecessor  of the  EMPLOYER  and the
EMPLOYEE.


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<PAGE>


17.  Notices.  Any notice or other communication required or  permitted pursuant
to this AGREEMENT shall be deemed  delivered if such notice or  communication is
in writing  and is  delivered  personally  or by  facsimile  transmission  or is
deposited in the United States mail, postage prepaid, addressed as follows:

         If to the EMPLOYER:

                  Market Bank
                  7522 Hamilton Avenue
                  Mt. Healthy, Ohio  45231
                  Attn:  Secretary

         If to the EMPLOYEE:

                  Mr. John T. Larimer
                  4315 Redstar Court
                  Cincinnati, Ohio  45238

         with copies to:

                  John C. Vorys, Esq.
                  Vorys, Sater, Seymour and Pease LLP
                  Atrium Two, Suite 2100
                  221 East Fourth Street
                  Cincinnati, Ohio  45202

         IN WITNESS  WHEREOF,  the  EMPLOYER  has caused  this  AGREEMENT  to be
executed  by its duly  authorized  officer,  and the  EMPLOYEE  has signed  this
AGREEMENT, each as of the day and year first above written.


Attest:                                  Market Bank


Rae Skirvin Larimer                      Una Schaeperklaus
---------------------------              ------------------------------------
                                         By: Una Schaeperklaus
                                             --------------------------------
                                               its  Secretary

Attest:


Rae Skirvin Larimer                      /s/ John T. Larimer
-------------------                      ------------------------------------
                                         John T. Larimer






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