SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The Private  Securities  Litigation  Reform Act of 1995 (the  "Act")  provides a
"safe harbor" for  forward-looking  statements to encourage companies to provide
prospective  information about their companies,  so long as those statements are
identified as  forward-looking  and are  accompanied  by  meaningful  cautionary
statements  identifying  important  factors that could because actual results to
differ  material  from  those  discussed  in  the  statement.  Market  Financial
Corporation  desires to take  advantage of the "safe  harbor"  provisions of the
Act. Certain  information,  particularly  information  regarding future economic
performance  and finances and plans and objectives of  management,  contained or
incorporated  by reference in Market  Financial  Corporation's  Annual Report on
Form 10-KSB for fiscal year 2000 is forward-looking.  In some cases, information
regarding   certain  important  factors  that  could  cause  actual  results  of
operations  or  outcomes  of other  events  to differ  materially  from any such
forward-looking  statement  appear  together with such  statement.  In addition,
forward-looking  statement  s are  subject  to  other  risks  and  uncertainties
affecting the financial  institutions industry,  including,  but not limited to,
the following:

Interest Rate Risk

Market Financial  Corporation's operating results are dependent to a significant
degree on its net interest  income,  which is the  difference  between  interest
income  from  loans  and  investments  and  interest  expense  on  deposits  and
borrowings.  The  interest  income  and  interest  expense  of Market  Financial
Corporation  change as the interest  rates on  mortgages,  securities  and other
assets and on deposits and other liabilities  change.  Interest rates may change
because of general  economic  conditions,  the  policies  of various  regulatory
authorities and other factors beyond Market Financial Corporation's control. The
interest  rates  on  specific  assets  and   liabilities  of  Market   Financial
Corporation will change or "reprice" in accordance with the contractual terms of
the asset or liability  instrument and in accordance  with customer  reaction to
general economic trends.  In a rising interest rate  environment,  loans tend to
prepay slowly and new loans at higher rates increase slowly, while interest paid
on deposits  increases rapidly because the terms to maturity of deposits tend to
be shorter than the terms to maturity or prepayment of loans.  Such  differences
in the  adjustment of interest  rates on assets and  liabilities  may negatively
affect Market Financial Corporation income. Moreover, rising interest rates tend
to decrease  loan  demand in  general,  negatively  affecting  Market  Financial
Corporation income.

Possible Inadequacy of the Allowance for Loan Losses

Market  Bank  maintains  an  allowance  for loan  losses  based upon a number of
relevant  factors,  including,  but not  limited  to,  trends  in the  level  of
nonperforming  assets and classified  loans,  current and  anticipated  economic
conditions in the primary  lending area, past loss  experience,  possible losses
arising from specific  problem assets and changes in the composition of the loan
portfolio. While the Board of Directors of Market Bank believes that it uses the
best  information   available  to  determine  the  allowance  for  loan  losses,
unforeseen  market  conditions  could  result in material  adjustments,  and net
earnings  could be  significantly  adversely  affected if  circumstances  differ
substantially from the assumptions used in making the final determination.

Loans not secured by one- to four-family  residential  real estate are generally
considered  to  involve  greater  risk of loss  than  loans  secured  by one- to
four-family  residential  real estate  due,  in part,  to the effects of general
economic   conditions.   The   prepayment   of   multifamily   residential   and
nonresidential  real estate loans generally  depends upon the cash flow from the
operation  of the  property,  which may be  negatively  affected by national and
local economic conditions that cause leases not to be renewed or that negatively
affect the operations of a commercial  borrower.  Construction loans may also be
negatively  affected by such  economic  conditions,  particularly  loans made to
developers  who do not have a buyer for a property  before the loan is made. The
risk of default on consumer loans increases during periods of recession,  higher
unemployment and other adverse economic conditions.  When consumers have trouble
paying their bills,  they are more likely to pay  mortgage  loans than  consumer
loans,  and the  collateral  securing such loans,  if any, may decrease in value
more rapidly than the outstanding balance of the loan.

Competition

Market Bank competes for deposits with other  savings  associations,  commercial
banks and credit  unions and issuers of commercial  paper and other  securities,
such as shares in money market  mutual funds.  The primary  factors in competing
for deposits are interest rates and  convenience of office  location.  In making
loans, Market Bank competes with other savings  associations,  commercial banks,
consumer finance companies, credit unions, leasing companies, mortgage companies


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and other lenders.  Competition is affected by, among other things,  the general
availability of lendable funds, general and local economic  conditions,  current
interest rate levels and other factors  which are not readily  predictable.  The
size of financial  institutions competing with Market Bank is likely to increase
as  a  result  of  changes  in  statutes  and  regulations  eliminating  various
restrictions on interstate and inter-industry  branching and acquisitions.  Such
increased   competition  may  have  an  adverse  effect  upon  Market  Financial
Corporation.

Legislation   and  Regulation  that  may  Adversely   Affect  Market   Financial
Corporation's Earnings

Market  Bank  is  subject  to  extensive  regulation  by the  Office  of  Thrift
Supervision  (the  "OTS") and the Federal  Deposit  Insurance  Corporation  (the
"FDIC")  and is  periodically  examined  by  such  regulatory  agencies  to test
compliance with various regulatory  requirements.  As a savings and loan holding
company,  Market  Financial  Corporation  is  also  subject  to  regulation  and
examination  by the OTS.  Such  supervision  and  regulation  of Market Bank and
Market  Financial  Corporation  are intended  primarily  for the  protection  of
depositors and not for the maximization of shareholder  value and may affect the
ability  of  the  company  to  engage  in  various  business   activities.   The
assessments,  filing fees and other costs associated with reports,  examinations
and other  regulatory  matters are significant and may have an adverse effect on
Market Financial Corporation's net earnings.

The FDIC is authorized to establish separate annual assessment rates for deposit
insurance  of members of the Bank  Insurance  fund (the  "BIF") and the  Savings
Association Insurance Fund (the "SAIF") . The FDIC may increase assessment rates
for either fund if  necessary to restore the fund's ratio of reserves to insured
deposits to the target  level within a  reasonable  time and may  decrease  such
rates if such target level has been met. The FDIC has  established  a risk-based
assessment system for both SAIF and BIF members. Under such system,  assessments
may vary depending on the risk the  institution  poses to its deposit  insurance
fund.  Such risk level is determined by reference to the  institution's  capital
level and the FDIC's level of supervisory concern about the institution.


Specific References

In addition to the  foregoing,  some of the matters,  which are addressed in the
Form 10-KSB and Forms 10-QSB's filed by Market Financial Corporation and contain
forward-looking statements, include the following.


Management's  determination  of the amount of the  allowance for loan losses and
expectations regarding its adequacy.

Management's efforts to manage delinquencies.

Management's efforts to manage interest rate risk.

Management's characterization of its competition.

Management's  determination of the effect of the Gramm-Leach  -Bliley Act on the
business of Market Bank.