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                                                                    EXHIBIT 10.7


                                 LEASE AGREEMENT


         This LEASE AGREEMENT ("Lease") is made and entered into effective the
29th day of March, 1999, by and between GREENWOOD ICC REALTY, LLC, an Indiana
limited liability company (hereinafter referred to as "Lessor"), with its
principal place of business at 1155 W. Third Street, Bloomington, Indiana, and
FIRST STATE BANK, an Indiana corporation (hereinafter referred to as "Lessee"),
with its principal place of business at 180 W. Washington, Morgantown, Indiana.

         In consideration of the mutual covenants and agreements herein set
forth, and other good and valuable consideration, Lessor does hereby demise and
lease to Lessee, and Lessee does hereby lease from the Lessor, the premises
known as 1266 North Madison Avenue, Greenwood, Indiana, related common areas,
the parking spaces designated for Lessee's use, and certain trade fixtures and
leasehold improvements listed on Exhibit A attached hereto and made a part
hereof, all of which are hereinafter called the "Leased Premises." The Leased
Premises are a portion of a commercial building located on the real estate
described on Exhibit B attached hereto. The floor plan of the Leased Premises is
attached hereto and made a part hereof as Exhibit "C."

                         ARTICLE 1. TERM AND POSSESSION

         Section 1.01. Term of Lease. The term of this lease shall be for a
period of three (3) years, beginning April 1, 1999, or on the date Lessee takes
possession of the Leased Premises, whichever is earlier, and ending March 31,
2002. Lessee shall be permitted to take possession prior to April 1, 1999 for
the purpose of making leasehold improvements. Lessee may renew this lease for an
additional three (3) year term (April 1, 2002 through March 31, 2005) upon the
same terms and conditions contained herein, except for the rent, which shall
increase in accordance with Article 2 of this Lease. In the event Lessee desires
to renew, Lessee shall give Lessor notice of its intention to renew no later
than December 31, 2001. The term "Lease Term" as used herein shall mean the
original term and any renewal term.

         Section 1.02. Lease Year Defined. The term "Lease Year", as used
herein, shall mean a period of twelve (12) consecutive full calendar months
during the Lease Term commencing on a yearly anniversary date of the first Lease
Year, the first Lease Year commencing on the first day of the calendar month in
which the commencement of the term occurs.

                                 ARTICLE 2. RENT

         Section 2.01. Rent. Lessee agrees to pay to Lessor without any prior
demand therefor and without any deduction or setoff whatsoever, and as an annual
rent for the period commencing April 1, 1999, through March 31, 2000, the sum of
Thirty Thousand One Hundred Dollars ($30,100.00) per annum, payable at the rate
of Two Thousand Five Hundred eight and 33/100 Dollars ($2,508.33) per month, in
advance on the first day of each calendar month of each Lease Year. The first
payment shall be paid in advance, upon execution of this Lease. For the period
commencing April 1, 2000 through March 31, 2002, Lessee shall pay annual rent of



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Thirty-two Thousand Two Hundred Fifty Dollars ($32,250.00) and monthly rent of
Two Thousand Six Hundred Eighty-seven and 50/100 Dollars ($2,687.50). During the
renewal term, Lessee shall pay annual rent of Thirty-four Thousand Four Hundred
Dollars ($34,400.00) and monthly rent of Two Thousand Eight Hundred Sixty-six
and 66/100 Dollars ($2,866.66). Lessee shall pay a late charge of five percent
(5%) on each installment of rent which is more than five (5) days past due.

                       ARTICLE 3. REIMBURSEMENTS TO LESSOR

         Section 3.01. Monthly Reimbursement of Expenses to Lessor. In addition
to the rental set out in Article 2, Lessee agrees for the original Term of this
Lease, and any Renewal Term to reimburse Lessor monthly along with rent payments
when due, 42% (hereinafter "Lessee's Percentage") of all common area expenses,
as provided below, without relief from valuation and appraisement laws.

                  (a)      Insurance and Real Estate Tax Expenses. The Lessee's
                           Percentage of insurance and real estate tax expenses
                           to be reimbursed are those payable by Lessor during
                           the then current year with respect to the Leased
                           Premises. The term "Real Estate Tax", will include
                           all ad valorem real property tax, and current
                           installments of assessments levied upon or with
                           respect to the Leased Premises.

                  (b)      Common Area Maintenance and Trash and Snow Removal
                           Expenses. In addition to general maintenance expenses
                           for the Leased Premises, common areas, and adjoining
                           sidewalks and alleys, (cleaning, repairs, etc.),
                           Lessee will reimburse Lessor for trash and snow
                           removal expenses paid for in the previous month. The
                           reimbursement to Lessor for Lessee's Percentage of
                           common area maintenance expenses is due and payable
                           in twelve (12) equal monthly installments.

                  (c)      Monthly Statements. Lessor will deliver to Lessee, in
                           the monthly rent statement, a statement of
                           reimbursements due to Lessor for expenses under
                           Section 3.1, in reasonable detail. Lessor's statement
                           shall be conclusive subject to: correction of
                           mathematical errors; adjustment upon resolution of
                           any pending appeals relating to real estate tax; and
                           to the examination of Lessor's records under section
                           3.1(d) below.

                  (d)      Examination of Lessor's Records. In the event Lessee
                           does not agree with Lessor's statement of
                           reimbursement due, Lessee shall have the right to
                           cause an examination by Lessee or representative of
                           Lessee and representative of Lessor of Lessor's
                           records concerning the amounts to be reimbursed.
                           Before examination of Lessor's records by Lessee,
                           written notice of the nature and extent of
                           disagreement must be given to Lessor



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                           not later than thirty (30) days following receipt of
                           such statement by Lessee. In the event no such notice
                           is received by Lessor within thirty (30) days
                           following the receipt of a statement for
                           reimbursement by Lessee, such statement shall be
                           conclusively deemed to have been approved and
                           accepted by Lessee. Pending resolution of any dispute
                           with respect to statements for reimbursement, Lessee
                           shall pay the sum shown as due on such statements,
                           and, if it shall be finally determined that any
                           portion of such sums were not properly due, Lessor
                           shall immediately refund that appropriate sum to
                           Lessee.

                  (e)      Pro-rata Payments. In the event that Lessee's
                           occupancy commences on a day other than the first day
                           of the calendar month, Lessee shall pay a pro rata
                           share of the monthly reimbursement of expenses to
                           Lessor. Lessee's obligations hereunder shall survive
                           the termination of this Lease.

                   ARTICLE 4. MAINTENANCE, WASTE AND NUISANCE

         Section 4.01. Maintenance. The Leased Premises are part of a
commercial building. Lessor shall be responsible for maintenance and repairs
necessary to maintain the heating system and air-conditioning equipment, the
roof, foundation, the exterior of the Premises, and the parking areas, including
snow and ice removal. Lessee shall be responsible for maintenance and repairs
necessary to maintain the interior of the building and any maintenance, repair
or replacement not performed by Lessor. All such maintenance expenses shall be
reimbursed, pro rata, by Lessee in the manner set forth in Article 3 above.

         Section 4.02. Waste and Nuisance. Lessee shall through the lease term
maintain the buildings, and other improvements constituting the leased premises
and keep them free from waste or nuisance, and shall deliver up the premises in
a clean and sanitary condition at the termination of this lease in good repair
and condition, reasonable wear and tear and damage by fire, tornado, or other
casualty excepted. In the event Lessee should neglect reasonably to maintain the
leased premises, Lessor shall have the right, but not the obligation to cause
repairs or corrections to be made, and any reasonable costs therefor shall be
payable by Lessee to Lessor as additional rental on the next installment date.

                   ARTICLE 5. OBLIGATION OF LESSOR AND LESSEE

         Section 5.01. Taxes and Assessments. Lessor shall pay and fully
discharge all taxes, special assessments, and governmental charges of every
character imposed during the term of this lease on or with respect to the leased
premises or any part thereof, and all improvements erected thereon. Lessee shall
pay and fully discharge all taxes, special assessments and governmental charges
imposed with respect to Lessee's personal property stored or located on the
Leased Premises.



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         Section 5.02. Alterations, Additions, and Improvements. Lessee accepts
the Leased Premises "as is," in their current condition. Lessee shall not create
any openings in the roof or exterior walls, nor make any alterations, additions,
or improvements to the leased premises without the prior written consent of
Lessor. Consent for nonstructural alterations, additions, or improvements shall
not unreasonably be withheld by Lessor. Lessee shall have the right at all times
to erect or install shelves, bins, machinery, and trade fixtures, provided that
Lessee complies with all applicable laws, ordinances, and governmental
regulations. Lessee shall have the right to remove at the termination of this
lease such items so installed, provided that Lessee is not in default; however,
Lessee shall, prior to the termination of this lease, repair any damage caused
by such removal. Lessee acknowledges that the items listed on EXHIBIT "A"
attached hereto and made a part hereof are the property of Lessor and shall
remain with the Leased Premises upon termination of this Lease.

         Section 5.03. Signs. Lessee shall have the right to use the top panel
of the existing exterior sign. Lessee may install an additional rooftop sign
with the prior written consent of Lessor. Lessee shall remove all signs at the
termination of this lease, and shall repair any damage and close any holes
caused by such removal.

         Section 5.04. Utility Charges. Lessee shall pay all utility charges for
water, telephone, electricity, heat, gas, and power used in and about the leased
premises, all such charges to be paid by Lessee to the utility company or
municipality furnishing the same, before the same shall become delinquent.

                       ARTICLE 6. INDEMNITY AND INSURANCE

         Section 6.01. Indemnification. Lessee agrees to indemnify and hold
Lessor and the property of Lessor, including the leased premises, free and
harmless from any and all claims, liability, loss, damage, or expenses resulting
from Lessee's occupation and use of said premises, specifically including,
without limitation, any claim, liability, loss, or damage arising by reason of
the following:

                  (a)      The death or injury of any person or persons,
                           including Lessee or any person who is an employee or
                           agent of Lessee, or by reason of the damage to or
                           destruction of any property, including property owned
                           by lessee or any person who is an employee or agent
                           of Lessee, and caused or allegedly cause by either
                           the condition of said premises, or some act or
                           omission of Lessee or of some agent, contractor,
                           employee, servant, sublessee, or concessionaire of
                           Lessee on said premises.

                  (b)      Any work performed on said premises or materials
                           furnished to said premises at the instance or request
                           of Lessee or any agent or employee of Lessee; and



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                  (c)      Lessee's failure to perform any provision of this
                           lease to comply with any requirement of law or any
                           requirement imposed on Lessor or the leased premises
                           by any duly authorized governmental agency or
                           political subdivision.

         Section 6.02. Liability Insurance. Lessee shall, at its own cost and
expense, secure and maintain during the entire term of this lease and any
renewals or extensions of such term a broad form comprehensive coverage policy
of public liability insurance with limits of $1,000,000.00 combined bodily
injury and property damage insuring Lessor against loss or liability caused by
or connected with Lessee's occupation and use of said premises under this lease.

         Section 6.03. Contents Insurance. In order that the business of Lessee
may continue with as little interruption as possible, Lessee shall, during the
full term of this lease and any renewals or extension thereof, maintain at
Lessee's own cost and expense an insurance policy issued by a reputable company
authorized to conduct insurance business in the State of Indiana insuring for
their full insurable value all fixtures, equipment and leasehold improvements
and, to the extent possible, all merchandise that is, at any time during the
term of this lease or any renewal or extension thereof, in or on said premises
against damage or destruction by fire, theft, or the elements.

         Section 6.04. Building Insurance. Lessor shall obtain and carry fire
and extended coverage insurance for loss or damage to the building and
improvements in an amount not less than one hundred percent (100%) of the full
replacement value at the time of loss, as such value may be determined by the
insurer periodically.

         Section 6.05. Mutual Waiver of Subrogation. Lessor and Lessee hereby
expressly waive any and all claims and rights of subrogation against each other
for loss or damage due to fire or the perils, risks or hazards ordinarily
insured against in the State of Indiana standard form of Fire Insurance Policy
with Extended Coverage Endorsement and which are, in fact, covered by such
insurance, regardless of the cause of such loss or damage, including without
limitation, loss or damage resulting from the negligence of the respective
parties, their agents, servants, employees, or invitees.

         Section 6.06. Acceptable Company. The policy or policies of insurance
shall be placed in such company or companies as may be acceptable to Lessor and
any mortgagee of Lessor, who agree not to arbitrarily object to such insurance
being placed with any reputable company.

         Section 6.07. Obligation to Maintain Coverage. If Lessee shall refuse
or fail to procure, apply for, pay for, or keep in force the policies of
insurance above set forth, or to deliver the policies or certificates showing
the existence of the insurance hereinabove set forth, Lessor may, at its
election, procure, pay for, keep in force and/or from time to time renew such
insurance, and the amounts expended therefor shall be so much additional rent
due from Lessee the next



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monthly installment of rent accruing hereunder. Nothing contained in this
Section shall impose any obligation upon the Lessor to obtain or maintain
insurance on the Leased Premises.

                        ARTICLE 7. DEFAULTS AND REMEDIES

         Section 7.01. Default by Lessee. Should Lessee default in the
performance of any of the covenants or conditions contained in this lease, or
abandon the leased premises, Lessee shall have breached the lease and Lessor
may, in addition to the remedies specified in subparagraph (b) of Section 7.03
of this lease, reenter and regain possession of said premises in the manner
provided by the laws of the State of Indiana then in effect.

         Section 7.02. Insolvency of Lessee. The insolvency of Lessee, as
evidenced by a receiver being appointed to take possession of all or
substantially all of the property of Lessee, or the making of a general
assignment for the benefit of creditors by Lessee, shall terminate this lease
and entitle Lessor to reenter and regain possession of said premises.

         Section 7.03. Remedies of Lessor. Should Lessee breach this lease or
abandon the leased premises prior to the stated expiration of the term of this
lease, Lessor may elect to:

                  (a)      Continue this lease in effect by not terminating
                           Lessee's right to possession of said premises, in
                           which event Lessor shall be entitled to enforce all
                           its rights and remedies under this lease, including
                           the right to recover the rent specified in this lease
                           as it becomes due under this lease; or

                  (b)      Terminate this lease and recover from Lessee:

                           (1)      All unpaid rent accrued to the time of
                                    termination of the lease;

                           (2)      The amount at the time of such recover,
                                    which the unpaid rent would have earned
                                    between termination of the lease and the
                                    time of such recovery;

                           (3)      The amount at the time of such recovery, by
                                    which the unpaid rent for the balance of the
                                    term of this lease after the time of such
                                    recovery exceeds and the amount of rental
                                    loss that Lessee proves could be reasonably
                                    avoided; and

                           (4)      Any other amount necessary to compensate
                                    Lessor for all losses or expenses
                                    proximately caused by Lessee's failure to
                                    perform his obligations under this lease
                                    and/or which are due to Lessor's having to
                                    re-let the Leased Premises, including
                                    attorney's fees and court costs.



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         Section 7.04. Cumulative Remedies. The remedies given to Lessor in this
article shall not be exclusive but shall be cumulative in addition to all
remedies now or hereafter allowed by law or elsewhere provided in this lease.

         Section 7.05. Waiver of Breach. The waiver by Lessor of any breach by
Lessee of any of the provisions of this lease shall not constitute a continuing
waiver or a waiver of any subsequent breach by Lessee either or the same or
another provision of this lease.

                         ARTICLE 8. INSPECTION BY LESSOR

         Section 8.01. Lessee shall permit Lessor and its agents to enter into
and upon the leased premises at all reasonable times for the purpose of
inspecting the same or for the purpose of maintaining or making repairs or
alterations to the building.

                       ARTICLE 9. ASSIGNMENT AND SUBLEASE

         Section 9.01. Assignment and Subletting by Lessee. Lessee shall neither
assign this lease, nor any interest therein, nor sublet the Leased Premises, or
any part thereof, or any right or privilege pertinent thereto, without the prior
written consent of Lessor. Any approved assignment or subletting shall provide
that each assignee assumes in writing all of Lessee's obligations under this
lease, and Lessee shall remain liable for each and every obligation under this
lease.

         Section 9.02. Assignment by Lessor. Lessor is expressly given the right
to assign any or all of its interest under the terms of this lease.

                             ARTICLE 10. DESTRUCTION

         Section 10.01. Partial Destruction. Should said premises or the
building on said premises be partially destroyed by any cause not the fault of
Lessee or any person in or about said premises with the consent, express or
implied, of lessee, this lease shall continue in full force and effect and
Lessor, at Lessor's own cost and expense, shall promptly commence the work of
repairing and restoring said premises to their prior condition providing such
work can be accomplished under all applicable government laws and regulations
within ninety (90) working days at a cost not exceeding forty-five percent (45%)
of the total replacement cost of said premises.

         Section 10.02. Should said premises or the building on said premises be
so far destroyed by any cause not the fault of Lessee or any person in or about
said premises with the consent, express or implied, of Lessee that they cannot
be repaired or restored to their former condition within ninety (90) working
days or at a cost not exceeding forty-five percent (45%) of the total
replacement cost of said premises, Lessor may at Lessor's option either:



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                  (a)      Continue this lease in full force and effect by
                           repairing and restoring, at Lessor's own cost and
                           expense, said premises to their former condition; or

                  (b)      Terminate this lease by giving Lessee written notice
                           of such termination.

         Section 10.03. Insurance Proceeds. Any insurance proceeds received by
Lessor because of the total or partial destruction of said premises or the
building on said premises shall be the sole property of Lessor, free form any
claims of Lessee, and may be used by Lessor for whatever purpose Lessor may
desire.

         Section 10.04. Abatement of Rent. Should Lessor elect under Section
10.02 to be required under Section 10.01 to repair and restore said premises to
their former condition following total or partial destruction of said premises
or the building on said premises:

                  (a)      Lessee shall not be entitled to any damages for any
                           loss or inconvenience sustained by Lessee by reason
                           of the making of such repairs and restoration;

                  (b)      Lessor shall have full right to enter said premises
                           and take possession of so much of said premises,
                           including the whole of said premises, as may be
                           reasonably necessary to enable Lessor promptly and
                           efficiently to carry out the work of repair and
                           restoration; and

                  (c)      The rent payable by Lessee to Lessor pursuant to
                           Section 2.02 shall be abated prorate in the same
                           proportion that the square footage of the untenable
                           portion of the building comprising the leased
                           premises bears to the total square footage of the
                           building comprising the leased premises, to the
                           extent and for the time Lessee is prevented from
                           using the untenable portion of said premises.

                            ARTICLE 11. CONDEMNATION

         Section 11.01. Total Condemnation. Should, during the term of this
lease or any renewal or extension thereof, title and possession of all said
premises be taken under the power of eminent domain by any public or
quasi-public agency or entity, this lease shall terminate as of 12:01 a.m. of
the date of actual physical possession of said premises is taken by the agency
or entity exercising the power of eminent domain and both Lessor and Lessee
shall thereafter be released from all obligations, except those specified in
Section 11.04 under this lease.

         Section 11.02. Termination Option for Partial Condemnation. Should,
during the term of this lease or any renewal or extension thereof, title and
possession of only a portion of said premises be taken under the power of
eminent domain by any public or quasi-public agency or entity, Lessee may, at
Lessee's option, terminate this lease if more than forty-five percent (45%) of
the floor space



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or more than fifty-five percent (55%) of the value of said premises is taken
under the power of eminent domain. Lessee shall exercise his option by giving
written notice to Lessor within 30 days after actual physical possession of the
portion subject to the eminent domain power is taken by the agency or entity
exercising that power. This lease shall terminate as of 12:00 a.m. of the date
the notice is deemed given to Lessor but the rent specified in Section 2.01
shall be reduced in the manner specified in Section 11.03 from the date of
taking to the date of termination of the lease.

         Section 11.03. Partial Condemnation Without Termination. Should Lessee
fail to exercise the option described in Section 11.02 or should the portion of
said premises taken under the power of eminent domain be insufficient to give
rise to the option described in Section 10.02, then, in that event:

                  (a)      This lease shall terminate as to the portion of said
                           premises taken by eminent domain as of 12:01 a.m. of
                           the date, herein called the "date of taking", actual
                           physical possession of that portion of said premises
                           is taken by the agency or entity exercising the power
                           of eminent domain;

                  (b)      The rent specified in Section 2.01 shall, after the
                           date of taking, be reduced by an amount that bears
                           the same ration to the rent specified in Section 2.01
                           that the square footage floor space of the portion of
                           said premises taken under the power of eminent domain
                           bears to the total square footage floor space of said
                           premises as of the date of this lease; and

                  (c)      Lessor, at Lessor's own cost and expense, shall
                           remodel and reconstruct the building remaining on the
                           portion of said premises not taken by eminent domain
                           into a single efficient architectural unit as soon
                           after the date or taking, or before, as can be
                           reasonably done; provided, however, that the rent
                           specified in this lease shall be abated or reduced,
                           except as provided in subparagraph (b) of this
                           section, during such remodeling and reconstruction.

          Section 11.04. Condemnation Award. Should, during the term of this
lease or any renewal or extension thereof, title and possession of all or any
portion of said premises be taken under the power of eminent domain by any
public or quasi-public agency or entity, the portion of the compensation or
damages for the taking awarded to each of the parties to this lease shall belong
to and be the sole property of the party to whom it is awarded. Lessee shall be
entitled to that portion of the compensation or damages awarded for the eminent
domain taking that represents: (1) the reasonable value of Lessee's rights under
this lease for the unexpired term of this lease and (2) the cost or loss
sustained by Lessee because of the removal of Lessee's merchandise, trade
fixtures, equipment, and furnishings from the portion of said premises taken by
eminent domain.



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                            ARTICLE 12. MISCELLANEOUS

         Section 12.01. Notices and Addresses. All notices provided to be given
under this agreement shall be given by certified mail or registered mail,
addressed to the property party, at the following addresses:

                  Lessor:  GREENWOOD ICC REALTY, LLC
                           1155 W. Third Street
                           Bloomington, Indiana 47403

                  Lessee:  FIRST STATE BANK
                           1266 N. Madison
                           Greenwood, Indiana 46142

         Section 12.02. Parties Bound. This agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, legal representatives, successors, and assigns when
permitted by this agreement.

         Section 12.03. Applicable Law. This agreement shall be construed under
and in accordance with the laws of the State of Indiana.

         Section 12.04. Legal Construction. In case any one or more of the
provisions contained in this lease shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof and this lease
shall be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein.

         Section 12.05. Sole Agreement of the Parties. This lease constitutes
the sold and only agreement of the parties hereto and supersedes any prior
understandings or written or oral agreements between the parties respecting the
subject matter within it.

         Section 12.06. Amendment. No amendment, modification, or alteration of
the terms hereof shall be binding unless the same be in writing, dated
subsequent to the date hereof, and duly executed by the parties hereto.

         Section 12.07. Rights and Remedies Cumulative. The rights and remedies
provided by this lease are cumulative and the use of any one right or remedy by
either party shall not preclude or waive its right to use any or all other
remedies. Said rights and remedies are given in addition to any other rights the
parties may have by law, statute, ordinance, or otherwise.

         Section 12.08. Waiver of Default. No waiver by the parties hereto of
any default or breach of any term, condition, or covenant of this lease shall be
deemed to be a waiver of any other breach of the same or any other term,
condition, or covenant contained herein.



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         Section 12.09. Attorney's Fees. In the event Lessor or Lessee breaches
any of the terms of this agreement whereby the party not in default employs
attorneys to protect or enforce its rights hereunder and prevails, then the
defaulting party agrees to pay the other party reasonable attorney's fees so
incurred by such other party.

         Section 12.10. Excuse. Neither Lessor nor Lessee shall be required to
perform any term, condition, or covenant in this lease so long as such
performance is delayed or prevented by any acts of God, strikes, lockouts,
material or labor restrictions by any governmental authority, civil riot,
floods, and any other cause not reasonably within the control of the Lessor or
Lessee and which by the exercise of due diligence Lessor or Lessee is unable,
wholly or in part, to prevent or overcome.

         Section 12.11. Exculpation of Lessor. If Lessor shall convey title to
the demised premises pursuant to a sale or exchange of property, the Lessor
shall be not liable to Lessee or any immediate or remove assignee or successor
of Lessee as to any act or omission from and after such conveyance.

         IN WITNESS THEREOF, the undersigned Lessor and Lessee hereto execute
this agreement as of the date and year first written above.

"LESSOR"                                     "LESSEE"

GREENWOOD ICC REALTY, LLC                    FIRST STATE BANK


By:        /s/ M. D. Bishop                  By:     /s/ Jerry R. Engle
   -----------------------------------          --------------------------------
Printed Name:    M. D. Bishop                Printed Name: Jerry R. Engle
             -------------------------                    ----------------------
Title:           Manager                     Title:        President and CEO
      --------------------------------             -----------------------------



                          This Instrument Prepared By:
                       Rebecca T. Robbins, Attorney at Law
                         BINGHAM SUMMERS WELSH & SPILMAN
                          320 W. 8th Street, Suite 121
                           Bloomington, Indiana 47404
                                 (812) 332-4577





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                                  EXHIBIT "A"

                     TRADE FIXTURES/LEASEHOLD IMPROVEMENTS

1 Diebold Sequential Switcher for security cameras

1 Diebold Time Lapse VCR for security cameras

1 Diebold Security Monitor

6 Diebold Security Cameras

2 Diebold Audio-Microphone Systems for Drive Thru's

2 Diebold Vacuum Cannister Chutes for Drive Thru's

3 Diebold Cash Guard Safes, measuring @ 3-1/2'W x 6'H x 2-1/2' Deep*

1 NCR (National Safe Corporation) ATM Machine**
         Model #1783-0999-9090 Serial #85-17825979

1 Diebold Cabinet Safe #17423A, measuring @ 3'H x 1'12'W x 1'1/2' Deep

1 National Safe Corporation Safe, measuring @ 3'H x 3"W x 2" Deep
         Model #17-432325, Type TL-15 Chest
         Serial #N-10236-2-717




*Purchased two of these for $750.00.jrc

**Lessor grants permission for Lessee to dispose of this item at Lessee's
expense.mdb


<PAGE>   13


                                   EXHIBIT "B"

                                LEGAL DESCRIPTION


Parcel 1:

A part of the Northwest Quarter of Section 29, Township 14 North, Range 4 East,
in Johnson County, Indiana, described as follows:

Starting at the Northwest corner of said Northwest Quarter, thence North 88
degrees 46 minutes East and along the North line of said Northwest Quarter
748.80 feet, thence South 14 degrees 40 minutes East 247.40 feet to the place of
beginning, thence North 75 degrees 20 minutes East 172.70 feet to the Westerly
right of way line of State Road 431, thence South 14 degrees 40 minutes East and
along said right of way 180.70 feet, thence South 75 degrees 20 minutes West
215.00 feet, thence North 14 degrees 40 minutes West 156.30 feet, thence North
45 degrees 20 minutes East 48.84 feet to the place of beginning, containing in
all 38,333 square feet or 0.88 acres, more or less.

Parcel 2:

Non-Exclusive easement for ingress and egress as set out in Declaration of
Greenwood Center and Wayne Enterprises Incorporated of Reciprocal Easements, by
instrument recorded July 24, 1974 in Deed Record 201, page 817.