Exhibit 10.14 - Lease Agreement with Al Josam Dixieland, LLC

                                      LEASE

            This Lease, made effective February 26, 2003, is by and between AL
      JOSAM DIXIELAND, L.L.C., a Kentucky limited liability company ("Lessor"),
      and COMMUNITY BANK SHARES OF INDIANA, INC. AND/OR COMMUNITY BANK OF
      KENTUCKY, INC. ("Lessee"), Lessor and Lessee hereby agree as follows:

1.    Demised Premises:

      Subject to the satisfaction of the conditions precedent set forth in
      Sections 32 and 33 below, Lessor hereby demises and leases to Lessee, and
      Lessee hereby leases from Lessor, the real property described on Exhibit
      A, attached hereto and made a party hereof (the "Real Property"), which
      includes that certain building containing approximately 2,630 square feet
      of gross building area and all other improvements located thereon, all of
      which is located at 4510 Shelbyville Road, Louisville, Jefferson County,
      Kentucky (collectively, "Premises"), together with all right, title and
      interest in those certain easements and rights appertaining thereto,
      including without limitation the parking lot constituting a part of the
      Premises. Lessee, its employees, agents, contractors, invitees, and
      licensees shall have a non-exclusive easement for uninterrupted pedestrian
      and vehicular passage over, and parking on, the common areas, if any, of
      the Premises and Lessee is hereby granted the right to use all of the
      rights and easements appurtenant if any, to the Premises (collectively the
      "Common Areas") for so long as this Lease is in effect.

2.    Term of Lease:

      Lessee will have and hold the Premises for a term of Fifteen (15) years
      beginning on July 1, 2003 (the "Commencement Date") and ending on June 30,
      2018, with an option to renew for One (1) period of Fifteen (15) years as
      more specifically provided in Section 6 below.

3.    Rent:

      Lessee covenants to pay to Lessor at its notice address, or at such place
      or to such person as Lessor may designate in writing from time to time,
      monthly rent in the amount described below for the Premises ("Rent"). Rent
      will be paid no later than the first day of each calendar month and shall
      be prorated for any partial month.

      Year One:         $ 6,500.00
      Year Two:         $ 6,750.00
      Year Three:       $ 7,000.00
      Year Four:        $ 7,250.00
      Year Five:        $ 7,500.00
      Year Six          $ 7,700.00
      Year Seven:       $ 7,700.00
      Year Eight:       $ 7,700.00
      Year Nine:        $ 7,700.00
      Year Ten:         $ 7,700.00


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      Year Eleven:      $ 8,470.00
      Year Twelve       $ 8,470.00
      Year Thirteen:    $ 8,470.00
      Year Fourteen:    $ 8,470.00
      Year Fifteen:     $ 8,470.00

      Each year shall consist of a period of twelve (12) months, commencing on
      July 1 of a particular year and ending on June 30 of the immediately
      succeeding year calendar year.

4.    Termination:

      The Lease may be terminated by the Lessee any time after the 10th year of
      the Lease and prior to June 30, 2018 for an amount equal to the then
      unpaid principal balance of the First Mortgage Loan, as such term is
      defined in Section 8.3 below. owed by Lessor to Lessee, any of its
      affiliated banks, or to any other financial institution.

5.    Triple Net Lease:

      Lessor and Lessee expressly acknowledge and agree that this Lease is a
      "triple net lease" and, accordingly, the rent payable to Lessor pursuant
      to Section 3 and 6 of this Lease shall be an absolutely triple net return
      to Lessor without reduction or abatement in any respect during the entire
      term of this Lease, it being the intent of Lessor and Lessee that Lessee
      shall be, for all purposes of this Section 5, the functional equivalent to
      a fee simple owner of the Premises and Common Areas. Without in any way
      limiting the generality of the foregoing, Lessor and Lessee expressly
      acknowledge and agree that Lessee shall have the sole and exclusive
      responsibility to pay during the entire term of this Lease, without
      contribution by the Lessor in any respect and/or without any offset to or
      reduction in the rent payable to Lessor pursuant to Section 3 and 6 of
      this Lease, (a) all ad valorem real and personal property taxes now and
      hereafter assessed against the Premises and the Common Area, (b) all
      insurance premiums and other costs to obtain and maintain all of the
      insurance required to be obtained and maintained by the Lessee pursuant to
      Section 12 of this Lease, and (c) all costs and expenses to maintain,
      repair and replace the Premises and the Common Areas including, without
      limitation, all heating, ventilating and air conditioning and all other
      mechanical systems now and hereafter located on the Real Property, all as
      more specifically provided in Section 10 of the Lease.

6.    Options to Extend:

      Lessor hereby grants Lessee, if Lessee shall not be in default in the
      performance of any obligations under this Lease, an option to extend the
      term of this Lease for One (1) period (s) of Fifteen (15) years. Such
      extended term shall begin on July 1, 2018 and shall end on June 30, 2033.
      All of the covenants, terms, and conditions of this Lease shall remain in
      full force and effect during such the extended term of this Lease except
      as expressly set forth herein. The annual rent due under this Lease for
      the extended term shall be increased by ten percent (10%) in each five (5)
      year period based on the previous period's rental rate, with each such
      increase in the rent to be effective on July 1, 2018, July 1, 2023, and
      July 1, 2028 and to remain effective during the five (5) year period from
      and including such date. Lessee Shall be deemed to have automatically
      exercised its option to extend the term of this Lease for the renewal term
      of fifteen (15) years unless Lessee shall, not less than one hundred
      twenty (120) days prior to the expiration of the original term of this
      Lease, give written notice to Lessor confirming that this Lease shall
      expire on the expiration date of the original term of this Lease. In no
      event shall the original term and extended term of this Lease exceed
      Thirty (30) years. In the event Lessee has exercised its option to extend
      the term of this Lease for such fifteen (15) year period, a subsequent
      default by Lessee prior to the expiration of the original term of this
      Lease shall give Lessor, but not Lessee, the right to terminate this Lease
      on or before the expiration date of the original term of this Lease.


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7.    Commencement:

            The Lease shall be executed no later than May 31, 2003 and
      possession of the Premises shall occur no later than July 1, 2003 in its
      "as is, where is" condition.

8.    Taxes and Other Charges:

      8.1   Lessee agrees to pay and discharge as punctually as and when the
            same will become due and payable, without penalty or interest, all
            real estate taxes and general assessments which accrue against the
            Premises during the term of this Lease. At the expiration or
            termination of the term of this Lease in accordance with its terms,
            Lessee shall have no obligations for taxes or assessments thereafter
            assessed, provided, nothing herein shall be construed to preclude
            Lessor from seeking an award for damages that includes future ad
            valorem taxes and assessments against the Premises in the event
            Lessee defaults in the performance of its obligations under this
            Lease.

      8.2   It is expressly understood and agreed that, except for the
            applicable rental tax under Kentucky law, Lessee will not be
            required to pay, or reimburse Lessor for (i) any local, state or
            federal capital levy, franchise tax, revenue tax, income tax or
            profits tax of Lessor or any tax or impost charged or levied upon or
            with respect to the Premises.

      8.3   Lessee may contest any such tax, assessment, cost or expense,
            imposition or charge in any manner permitted by law, in Lessee's
            name, and whenever necessary, in Lessor's name, provided such tax or
            assessment is only levied against the Premises and such contest dos
            not result in the enforcement of the lien securing any such tax,
            assessment, cost or expense including, without limitations, any tax
            sale of the Premises.

9.    Use of Premises:

      9.1   Lessee (and its sublessees) may use the Premises for the operation
            of any lawful purpose.

      9.2   In addition to the foregoing, Lessee agrees, at its sole cost and
            expense, to comply with all laws, orders, rules, regulations and
            requirements of all governmental or other authorities having
            jurisdiction over its conduct of business in the Premises.

            Lessee shall keep the Premises clean and free of rubbish and trash
            at all times and shall store all trash and garbage in leak-proof
            containers and arrange for the regular pickup of such trash and
            garbage at Lessee's expense. Lessee shall not burn or bury any trash
            or garbage of any kind on or about the Premises.

10.   Lessee's Obligations for Maintenance:

      10.1  Lessee, at Lessee's sole cost and expense,, shall keep and maintain
            in first-class appearance and in good order, condition and repair as
            reasonably determined by Lessor (including replacement of parts and
            equipment, if necessary) the Premises and every part thereof
            including all buildings and


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            improvements now or hereafter located on the Real Property and any
            and all appurtenances thereto wherever located, and all other
            repairs, replacements, renewals and restorations, interior and
            exterior, ordinary and extraordinary, foreseen and unforeseen,
            including, without limitation, all maintenance, replacements and
            repairs of the heating and air conditioning and all electrical
            systems, sprinkler systems, walls, floor slab, floors and ceilings
            and all parking, landscaping, drives and other exterior portions of
            the Premises. Lessee's duty to repair shall include the duty to
            replace equipment, mechanical systems and other improvements on the
            Real Property whenever necessary or appropriate.

            (b) Lessee shall keep and maintain the Premises in a clean, sanitary
            and safe condition, well-lit and free of snow and ice, refuse,
            nibble, debris, dirt and trash, and in accordance with the laws of
            the Commonwealth of Kentucky and in accordance with all directions,
            rules and regulations of the health officer, fire marshal, building
            inspector, or other proper officials of the governmental agencies
            having jurisdiction over the Premises, and Lessee shall comply with
            all requirements of law, ordinances and otherwise, affecting the
            Premises, all at the sole cost and expense of Lessee. At the time of
            the expiration or sooner termination of the term of this Lease,
            Lessee, shall surrender the Premises in good order, condition and
            repair.

            (c) Lessee shall not suffer or give cause for the filing of any lien
            against the Premises. In the event a mechanic's lien shall be filed
            against the Premises or Lessee's interest therein, Lessee shall
            within thirty (30) days after receiving notice of such lien
            discharge such lien either by payment of the indebtedness due to the
            mechanic's lien claimant or by filing a bond (as provided by
            statute) as security therefore. In the event Lessee shall fail to
            discharge such lien, Lessor shall have the right to procure such
            discharge by filing such bond, and Lessee shall pay the cost of such
            bond to Lessor as additional rent upon the first day thereafter that
            rent shall be due hereunder.

            (d) Lessee, at its own expense, shall install and maintain such fire
            extinguishers and other fire protection devices as may be required
            from time to time by any agency having jurisdiction over the
            Premises and/or by the insurance underwriters insuring the Premises.

            (e) Lessee expressly waives all rights to make repairs at the
            expense of Lessor as provided for in any statute or law in effect
            during the term of this Lease.

            (f) If Lessee does not maintain the Premises in accordance with the
            terms set forth in this Section 10, Lessor shall have the right,
            upon thirty (30) days prior written notice to Lessee (or such lesser
            period of time, if, in Lessor's reasonable discretion, an emergency
            situation exists) to enter upon the Premises and maintain such
            buildings, improvements, parking, drive areas and landscaping
            located on the Real Property, in accordance with the foregoing.
            Lessee shall, within ten (10) days after written notice by Lessor to
            Lessee, reimburse Lessor for any and all costs incurred in
            connection therewith.

11.   Alterations.

      11.1  Lessee may make non-structural alterations and additions to the
            Premises so long as the same are done in a good and workmanlike
            manner and in compliance with all applicable laws.


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      11.2  Title to any improvements or alterations made by Lessee will vest in
            Lessor at the end of the term of this Lease,, and Lessee will
            deliver such documents of conveyance, without recourse, thereof as
            Lessor may reasonably request (including without limitation
            assignments of any outstanding warranties), and Lessor agrees to
            timely accept the Premises with such improvements and alterations.
            Lessee may place such trade fixtures, personal property, machinery,
            furniture, equipment and the like on the Premises as it may desire
            at its own expense, all of which shall be removed by Lessee at its
            sole cost and expense upon the expiration of the term of this Lease
            with all damage to the Premises caused by such removal repaired and
            restored to its prior condition a Lessee's sole cost and expense.

12.   Insurance:.

      Lessee shall maintain and procure casualty insurance with respect to the
      improvements on the Premises insuring against fire, theft and extended
      coverage risks (all hazards included within the term "all risks
      coverage"), in an amount sufficient to prevent Lessor or Lessee from
      becoming a co-insurer of any partial loss under applicable insurance
      policies and in any event not less than one hundred percent (100%) of the
      full replacement value (exclusive of the cost of excavation, footings,
      foundations and underground utilities) of such improvements. Lessor shall
      be named as an additional insured and loss payee as its interest may
      appear under such casualty insurance.

      Lessee shall obtain and keep in full force and effect commercial general
      liability insurance against claims for bodily injury, death and/or
      property damage arising out of the Premises or Common Areas, exclusive of
      the personal property of the Lessee in or on the Premises, which shall
      also contain contractual liability coverage, with a minimum single limit
      of $1,000,000 and a combined bodily injury, death and property damage
      limit per occurrence of $5,000,000.

      At the other party's request, each shall furnish the other with a
      certificate evidencing such insurance maintained under this Lease. All
      coverages maintained by either Lessor or Lessee may include such
      deductibles as either party reasonably may elect to maintain in the
      ordinary course of its business.

13.   Fire or Other Casualty:

      Lessee covenants and agrees, except as provided herein, that in the event
      of damage to any building or improvement on the Premises, or destruction
      of the whole or any part thereof, by any cause whatsoever, Lessee will
      proceed immediately and diligently to repair the building, improvements
      and Premises. All insurance proceeds payable with respect to such damage
      shall be made available to Lessee to pay the costs and expenses to repair
      and restore the Premises. There shall be no abatement of Rent or
      termination of this Lease not withstanding any damage to or destruction of
      the Premises from any cause whatsoever.

14.   Eminent Domain:

      (a)   In the event the Premises, or any part thereof or interest therein,
            or any building or improvement thereon, is taken or condemned for a
            public or quasi-public use, or is conveyed in lieu thereof (herein
            referred to as a "condemnation"), the rights of the Lessor and
            Lessee in respect of the


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            condemnation proceeding shall be determined as provided herein. Any
            condemnation allowance or award or judgment relating thereto,
            allowed or awarded to the Lessor or Lessee and any interest thereon
            ("condemnation proceeds") will be paid as provided herein. If the
            condemnation results in a non-material taking of a portion of the
            Premises, the condemnation proceeds will be applied in the following
            order: (i) to pay for the restoration of the affected areas of the
            Premises and any personal or other property of Lessee, (ii) to
            Lessor and Lessee in proportion of the fee simple interest and
            leasehold interest taken or affected by the condemnation.

      (b)   In the event more than 25% or all of the Premises is taken in
            condemnation proceedings, or any portion is taken and Lessee, in its
            reasonable judgment, determines that it cannot continue to conduct
            business in the Premises as contemplated under this Lease, then
            Lessee may either terminate this Lease by notice to Lessor or, at
            its option, retain the Premises. If the Lease is not terminated, the
            condemnation proceeds for the partial taking will be payable as
            provided in subsection (a) of this Section 14.. If this Lease is
            terminated as a result of such condemnation, then condemnation
            proceeds shall be used first to the payment of the loss of any
            fixtures, personal property and moving expenses of Lessee in
            connection with the condemnation and the balance to the Lessor;
            provided, however, that Lessee shall be entitled to assert a claim
            against the loss of its leasehold estate in the Lease as a result of
            the condemnation.

      (c)   In the event that any portion of the Premises are taken or adversely
            affected by a condemnation proceeding, then Lessee to the extent
            reasonably practicable, and weather permitting, shall restore that
            portion of the Premises taken or adversely affected by the
            condemnation, unless Lessee elects to terminate this lease as
            provided herein. All restoration work shall be done in a diligent
            and good and workmanlike manner and shall be completed no later than
            sixty (60) days after the occurrence of the condemnation.

15.   Assignment and Subletting:

      Upon Lessor's prior written consent, which shall not be unreasonably
      withheld, Lessee shall be entitled to assign this Lease or to sublet all
      or a portion of the Demised Premises with at least thirty (30) days prior
      notice to Lessor of the name and address of the lease assignee or
      sublessee, whichever the case maybe, and the nature of its business;
      provided, however, that the proposed use of the Premises by the assignee
      or sublessee complies with this Lease. Lessor shall not be obligated to
      consent to any assignment of this Lease or sublease of the Premises if
      Lessor in good faith determines that the proposed assignee or sublessee is
      not a good credit risk comparable to Lessee. Notwithstanding anything
      contained herein to the contrary, Lessee shall remain principally liable
      for all of the obligations of Lessee under this Lease in respect of any
      assignment of this Lease or sublease of the Premises or any part hereof.
      Notwithstanding anything to the contrary set forth, Lessee may, in its
      sole and absolute discretion and without the prior written consent or
      approval of Lessor, assign, sublease, transfer, or otherwise dispose of
      any or all of its interest in, to or under this Lease or in, to or under
      the Premises to an "Affiliate" (as such term is hereinafter defined). For
      the purposes of this Lease, the


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      term "Affiliate" shall mean and refer to: (i) any person or entity which
      acquires all or substantially all of the assets or the issued and
      outstanding capital stock of Lessee; (ii) any corporation or other entity
      resulting from any reorganization, consolidation or merger of such
      corporation into Lessee or with any other entity of Lessee; or (iii) any
      parent, subsidiary or affiliate corporation or entity of Lessee; provided
      that, in any such event, such affiliate has a net worth, an equity to debt
      ratio and a current ratio as of the date of such assignment, sublease,
      transfer or other disposition not less than the net worth, equity to debt
      ratio and current ratio of Lessee as of the same date. As used in the
      foregoing clause, the expression "affiliate corporation or entity" shall
      mean and refer to a corporation or entity that directly or indirectly,
      through one or more intermediaries, controls or is controlled by, or is
      under the control of, Lessee. The term "control" as used in the foregoing
      provision shall mean and refer to the right and power, direct or indirect,
      to direct or cause the direction of the management and policies of such
      corporation.

16.   Default by Lessee:

      16.1  If one or more of the following events (sometimes called "Events of
            Default") shall occur and be continuing:

            16.1.1 Lessee defaults in the payment of any Rent or any other sums
                  provided to be paid hereunder and such default continues for
                  ten (10) thereafter; or

            16.1.2 Lessee defaults in the observance or performance of any other
                  covenant, condition, agreement or provision hereof and Lessee
                  fails to remedy such default within thirty (30) days after
                  notice thereof from Lessor to Lessee specifying the nature of
                  the default (or, in the event the default cannot be cured
                  within such period, Lessee fails to initiate action to remedy
                  such default within said period and to prosecute the same to
                  completion with due diligence); or

            16.1.3 Lessee admits insolvency or bankruptcy or its inability to
                  pay its debts as they may mature, or makes an assignment for
                  the benefit of creditors or applies for or consents to the
                  appointment of a trustee or receiver for Lessee, or for the
                  major part of its property,

                  Then, Lessor may enforce the provisions of this Lease and
                  enforce and protect the right of Lessor hereunder by a suit or
                  suits in equity or at law for the specific performance of any
                  covenant or agreement contained herein or for the enforcement
                  of any other appropriate legal or equitable remedy; and Lessee
                  shall have the right in its sole and absolute discretion to
                  terminate this Lease and seek monetary damages in respect of
                  any and all defaults under this Lease committed by Lessee.
                  PROVIDED, HOWEVER, that Lessee shall have 120 days to continue
                  to possess the Premises under this Lease as a holdover lessee
                  pursuant to Section 19 hereof after receipt of notice from
                  Lessor of termination of this Lease, so long as Lessee pays
                  Lessor all accrued and past due Rent as well as all Rent
                  during such 120


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                  day period all Rent owed to Lessor. PROVIDED FURTHER, upon the
                  occurrence and during the continuation of an Event of Default,
                  Lessee shall have the right, for a period of thirty (30) days
                  after the date of occurrence of such Event of Default, to
                  terminate this Lease and be relived of all further liability
                  under this Lease upon payment to Lessor of an amount in "good
                  and collected funds" equal to the sum of (a) all installments
                  of Rent then due and thereafter coming due in accordance with
                  the terms and conditions of this Lease through and including
                  the installment of Rent due and payable on June 1, 2013, and
                  (b) the unpaid principal balance of the First Mortgage Loan,
                  as such term is defined in Section 33 hereof, that will exist
                  on July 2, 2013 assuming that all payment of principal and
                  interest on the First Mortgage Loan have been and are made
                  through July 1, 2013 in accordance with the terms and
                  conditions of the First Mortgage Loan and no prepayments of
                  the unpaid principal of the First Mortgage Loan have been or
                  are made through July 1, 2013.

      16.2  No remedy herein conferred will be considered exclusive of any other
            remedy conferred by this Lease or by law, but all such remedies will
            be cumulative. Every power and remedy given by this Lease may be
            exercised from time to time and as often as the occasion may arise.
            No delay or omission of Lessor to exercise any power, right or
            remedy will impair any such power, right or remedy. No waiver by
            Lessor of any breach or any covenant, agreement or provision of this
            Lease will be construed or held to be a waiver of any other breach,
            covenant, agreement or provision by Lessor.

17.   Indemnification:

      Lessee covenants and agrees to indemnify, hold harmless and defend Lessor,
      its member, managers, employees, agents, attorneys, affiliates, and
      assigns from and against any and all suits, claims, demands, causes of
      action, damages, losses, and expenses including, reasonable attorneys'
      fees, and other expenses of litigation, caused by or resulting from the
      acts or omissions of Lessee or any breach by Lessee of any provision of
      this Lease.

18.   Quiet Possession:

      Lessor covenants and agrees that Lessee, upon paying the Rent due under
      this Lease and performing the other covenants herein agreed by it to be
      performed, shall have the right to peacefully and quietly have, hold and
      enjoy the Premises for the term of this Lease without any interference or
      disruption by Lessor or any persons lawfully claiming under Lessor,
      subject only to the other provisions of this Lease.

19.   Holding Over:

      If the Lessee remains in the Premises beyond the end of the term of this
      Lease, whether the stated expiration date of this Lease or an earlier
      termination of this Lease effected by Lessor upon the occurrence and
      during the continuation of any Event of Default under this Lease, , such
      holding over in itself will not constitute a renewal or extension of this
      Lease or an exercise of any option to renew or extend the term of this
      Lease or a revocation of a termination of the Lease, but in such event a
      monthly periodic tenancy will arise upon the covenants and conditions
      herein set forth, subject to payment of the twice the Rent by the Lessee
      each month as that is payable on account of the last month of the term of
      this Lease.


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20.   Condition of Premises Upon Surrender:

      At the expiration of the term of this Lease, Lessee will quit and
      surrender the Premises, in as good a condition and repair as existed on
      the Commencement Date of this Lease, reasonable wear and tear except
      Lessee shall in addition be obligated to remove all of its personal
      property and trade fixtures from the Premises, and, Lessee shall be
      obligated to repair all damage caused by such removal.

21.   Signs:

      Lessee will have the right to install, alter, update or replace exterior
      or interior signage on the Premises to be designed by Lessee and installed
      by Lessee at its sole cost and expense. The design and installation of any
      such signage will be subject to compliance with applicable laws.

22.   Notices:

      All notices, requests and other communications hereunder will be in
      writing and will be sent by (a) personal delivery, (b) overnight courier
      service that regularly maintains a record of its deliveries, charges
      prepaid or (c) certified U.S. mail, postage prepaid, return receipt
      requested, and addressed to the following addresses, or to such other
      address of which Lessor or Lessee will have given notice to the other as
      herein provided:

            If to Lessor, to:         Al Josam Dixieland, LLC
                                      6100 Dutchmans Lane 6th
                                      Floor
                                      Louisville, KY 40205
                                      Attn: J. Mark Blieden

            If to Lessee, to:         Community Bank Shares of Indiana, Inc.
                                      101 W. Spring St.
                                      New Albany, IN 47150
                                      ATTN: Chris Bottorff

            With a copy to:           Community Bank
                                      400 Blankenbaker Pkwy, Suite 100
                                      Louisville, KY 40243
                                      Attn: Chris Bottorff

      All such notices, requests and other communications will be deemed to have
      been sufficiently given for all purposes hereof on the date of delivery,
      if sent by personal delivery, the day after deposit with the carrier, if
      sent by overnight courier service, or upon receipt or rejection, if sent
      by certified U.S. mail, return receipt requested.

23.   Estoppel Certificates:

      Each party hereto will, without charge and within ten (10) days after
      written request, furnish to the other party hereto and to any proposed
      mortgagee, purchaser, lease assignee, or sublessee, as the case may be, of
      the Premises, an estoppel certificate in the form and substance reasonably
      required by the requesting party. Each party hereto certifies that it has
      the authority to execute this Lease and the same is binding and valid in
      accordance with its terms upon each such party.


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24.   Execution:

      This Lease will not be binding and effective until a counterpart hereof
      has been executed and delivered by the parties each to the other. This
      Lease may not be modified, amended, or supplemted except by instrument in
      writing.

25.   Interpretation:

      This Lease will bind and inure to the benefit of the parties hereto and
      their respective successors or assigns. Except when the context otherwise
      requires, the terms "Lessee" and "Lessor" as used herein will include any
      permitted successor or assign of the original party so designated. It is
      understood and agreed that this Lease has been made following negotiation
      and revision by the parties and is, therefore, not to be construed against
      either party because of draftsmanship. In the event of any dispute as to
      the proper construction of any of the provisions of this Lease, the
      provisions will be construed in accordance with the laws of the State of
      Kentucky.

26.   Brokerage:

      Lessor and Lessee warrant, each to the other, that they have dealt with no
      broker, other than Michael R. Carpenter, who is entitled to a commission
      or fee by reason of the execution of this Lease. Lessor and Lessee will
      indemnify each other from and against any and all claims for commissions
      or fees by any other brokers claiming through them. Lessor agrees to pay a
      commission to Michael R. Carpenter per a letter agreement dated February
      10, 2003 unless Lessee fails to occupy the Premises, in which case no
      commission shall be due.

27.   Memorandum:

      The parties will execute and cause to be recorded a Memorandum of this
      Lease upon the written request of the other party, which memorandum will
      contain only the minimum information required by law and will be
      terminated of record by the parties upon the termination of this Lease,
      irrespective of the reason for the termination of this Lease.

28.   Access to Premises:

      Lessor and its agents will have the right to enter the Premises after
      seventy-two (72) hours notice to Lessee to examine the condition of same
      or to show the Premises to prospective purchasers, ground lessors, or
      mortgagees, except for secured areas designated by Lessee. Notwithstanding
      the foregoing, Lessor shall not be required to furnish such seventy-two
      (72) hours notice to Lessee in the case of an emergency situation of
      impending peril to either person or property on or about the Premises.

29.   No Joint Venture:

      This Lease shall not be deemed or construed to create or establish any
      relationship of partnership, agency, or joint venture (or any other
      similar relationship or arrangement) between Lessor and Lessee.

30.   Waiver:

      No waiver of any of the covenants and agreements herein contained or of
      any breach thereof will be taken to constitute a waiver of any other
      subsequent breach of such covenants and agreements or to justify or
      authorize the non-observance at any other time of the same or of any other
      covenants and agreements hereof.


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31.   Sever ability:

      If any clause or provision of this Lease is determined by a court of
      competent jurisdiction to be illegal, invalid or unenforceable, with all
      appeals there from having been exhausted or waived, then and in that
      event, it is the intention of the parties hereto that the remainder of
      this Lease will not be affected thereby, and it is also the intention of
      the parties to this Lease that in lieu of each clause or provision of this
      Lease that is illegal, invalid or unenforceable, there be added as a part
      of this Lease a clause or provision as similar in terms to such illegal,
      invalid or unenforceable clause or provision as may be possible and be
      legal, valid and enforceable.

32.   Lessee's Conditions Precedent :

      The Lease shall be subject, solely to Lessee obtaining approval for the
      operation of a branch bank on the Premises from the appropriate regulatory
      agency (s) by May 31, 2003.

      32.1  If Lessee does not receive the appropriate regulatory approvals by
            May 31, 2003, then this Lease is null and void. If Lessee receives
            the required regulatory approvals by May 31, 2003, this Lease shall
            be automatically affective and fully enforced between Lessor and
            Lessee in accordance with the terms and conditions set forth herein.

33.   Lessor's Condition Precedent:

      This Lease shall be subject to Lessee making to Lessor a first mortgage,
      no-recourse loan in the original principal amount of Six Hundred Thousand
      Dollars ($600,000.00), bearing interest at the fixed rate of 5.85%, with
      level amortization of the principal and interest of such loan over a
      period of Fifteen (15) years and with a stated maturity date of fifteen
      (15) years from the date of such loan (the "First Mortgage Loan"). No
      member or manager of Lessor shall be obligated to guarantee the payment of
      all or any portion of the First Mortgage Loan. The mortgage documents to
      be executed by Lessor in connection with the First Mortgage Loan shall be
      commercially reasonable a and contain usual and customary terms and
      conditions for a non-recourse first mortgage loan being made in connection
      wit commercial real property located in Jefferson County, Kentucky.

34.   Right to First Option to Provide Refinancing:

      Lessor hereby grants to Lessee the first option to provide a subsequent
      first mortgage loan (the"Subsequent First Mortgage Loan") to Lessor with
      respect to the Premises up the stated maturity date of the First Mortgage
      Loan. Lessor and Lessee shall attempt to agree upon the terms and
      conditions of the Subsequent First Mortgage Loan on or before ninety (90)
      days before the stated maturity date of the First Mortgage Loan. In the
      event Lessor and Lessee cannot in good faith agree upon the terms and
      conditions of the Subsequent First Mortgage Loan on or before ninety (90)
      days before the stated maturity date of the First Mortgage, Lessor shall
      have the right to solicit proposals from other financial institutions to
      provide the Subsequent First Mortgage Loan to Lessor. Lessor shall give
      Lessee written notice of the terms and conditions of any proposal to
      provide the Subsequent First Mortgage Loan received by Lessor from any
      other financial institution and which Lessor desires to accept. Lessee
      shall have the right, for a period of fifteen (15) days after receipt by
      Lessee of written notice of the terms and conditions of any such proposal
      to provide the Subsequent First Mortgage Loan received by Lessor, to match
      or improve (from Lessor's perspective) the terms and conditions of any
      such proposal to provide the Subsequent First Mortgage Loan received by
      Lessor. In the event Lessee fails, within such fifteen (15) day period, to
      deliver to Lessor a written proposal


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      to provide the Subsequent First Mortgage Loan to Lessor on the same of
      better ( from Lessor's perspective) terms and conditions as set forth in
      any one or more of the proposals to provide the Subsequent First Mortgage
      Loan received by Lessor from other financial institutions and forwarded to
      Lessee, Lessor shall have the right to obtain the Subsequent First
      Mortgage Loan upon the terms and conditions set forth in any one or more
      of such proposals received by Lessor and forwarded to Lessee, In such
      event, Lessee shall have no claims against, or any basis to asset any
      claims against, Lessor pursuant to this Section 34. In the event Lessee
      delivers to Lessor, within such fifteen (15) day period, a written
      proposal to provide the Subsequent First Mortgage Loan to Lessor on the
      same or better (from Lessor's perspective) terms and conditions as set
      forth in any or more of the proposals to provide the Subsequent First
      Mortgage Loan received by Lessor from other financial institutions and
      forwarded to Lessee, Lessor shall be obligated to accept such proposal
      from Lessee, and in such event Lessor and Lessee shall proceed in good
      faith to close the Subsequent First Mortgage Loan upon the terms and
      conditions offered by Lessee on or before the stated maturity date of the
      First Mortgage Loan.

35.   Parking:

      The Lessor shall provide the Lessee with a minimum of three (3) additional
      parking spots located on the Lessor's adjacent property that will be more
      fully described in the Lease Agreement.

36.   Entire Agreement.

      This Agreement constitutes the entire understanding between the parties
      with respect to the subject matter of this Lease and supersedes all prior
      agreements between the parties relating to the subject matter of this
      Lease.


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<PAGE>
      Signed effective the 21st day of APRIL, 2003.

Signed and acknowledged in the presence of:     LESSOR:

/s/ LeAnn M. Andres                             AL JOSAM DIXIELAND, L.L.C.
-------------------------------
WITNESS

Printed Name: LeAnn M. Andres                   /s/ J. Mark Blieden
             ------------------                 --------------------------------

                                                Printed Name: J. Mark Blieden
                                                             -------------------

                                                Title: Member
                                                       -------------------------

-------------------------------
WITNESS

Printed Name:
             ------------------

STATE OF:_________________________)  SS:

COUNTY OF:________________________)

      The foregoing instrument was sworn to and acknowledged before me, a notary
public, this __ day of __________, by _________________, __________ of AL JOSAM
DIXIELAND, L.L.C., a Kentucky limited liability company, on behalf of such
entity.

                                                ________________________________
                                                Notary Public


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<PAGE>

/s/ LeAnn M. Andres                        COMMUNITY BANK SHARES OF
-------------------------------            INDIANA, INC. AND/OR COMMUNITY
WITNESS                                    BANK OF KENTUCKY, INC. ("Lessee")

Printed Name: LeAnn M. Andres              /s/ Christopher L. Bottorff
             ------------------            -------------------------------------

                                           Printed Name: Christopher L. Bottorff
                                                        ------------------------

                                           Title: President/Sr. V.P.
                                                  ------------------------------

/s/ Susan L. Gaines
-------------------------------
WITNESS

Printed Name: Susan L. Gaines
             ------------------

STATE OF: Kentucky                )  SS:
         -------------------------

COUNTY OF: Jefferson              )
         -------------------------

      The foregoing instrument was sworn to and acknowledged before me, a notary
public, this 28th day of April, by Christopher Bottorff, President/Sr. V.P. of
COMMUNITY BANK SHARES OF INDIANA, INC. AND/OR COMMUNITY BANK OF KENTUCKY, INC.
("Lessee"), a Kentucky limited liability company, on behalf of such entity.

                                                /s/ Melissa Hendrecs
                                                --------------------------------
                                                Notary Public


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