Exhibit 10.1
                                                                    ------------



                               PURCHASE AGREEMENT

1.   PARTIES:  THOMAS A. GRANT, INC., an Indiana Corporation,  ("Seller") agrees
     to sell and convey to MUTUAL  SAVINGS BANK, or its nominee  ("Buyer"),  and
     Buyer  agrees  to  buy  from  Seller,   the  following   property  for  the
     consideration and upon and subject to the terms,  provisions and conditions
     hereinafter set forth (the "Contract" or "Agreement").

2.   PROPERTY: The property which is shown on Exhibit A and described on Exhibit
     B, each  attached  hereto and  incorporated  herein,  being a tract of land
     owned by Seller  located in the Wildcat  Commercial  Subdivision  in Marion
     County,   Indiana  and  containing   approximately  1.67+-  acres  and  all
     privileges,  and  appurtenances  pertaining  thereto,  including any right,
     title and interest of Seller in and to easements,  adjacent streets, alleys
     or rights-of-way  (collectively called "Property").  Further, Seller agrees
     to design,  construct,  and  install  for  Buyer's  use  adequate  drainage
     improvements,  including  piping  and/or  swales,  as well as  easements to
     off-site  drainage  improvements  (such as  detention/retention  ponds), to
     ensure  Buyer's   ability  to  comply  with  all  applicable   governmental
     regulations  relative to drainage,  and any such improvements made, as well
     as Seller's rights to easements  across adjoining land, are included within
     the scope of the term "Property" for purposes of this agreement.

3.   PRICE: The purchase price (the "Purchase Price") shall be Two Hundred Fifty
     Thousand Dollars ($250,000.00) per acre as determined under Section 10. The
     Purchase  Price payable at Closing shall be payable in accordance  with the
     terms and conditions stated in this Contract.

4.   EARNEST  MONEY:  Ten  Thousand  Dollars  ($10,000.00)  to be applied to the
     Purchase  Price at the  Closing  will be  deposited  as Earnest  Money with
     Midwest Title Corporation,  as Escrow Agent, within Three (3) business days
     of  execution  of the  Contract by Seller and  delivery  to Buyer.  If this
     Contract is terminated by the Buyer, as specified herein, the Earnest Money
     shall be returned to the Buyer.

5.   CLOSING: The closing of the sale of the Property (the "Closing") shall take
     place at the  offices of Escrow  Agent in  Indianapolis,  Indiana at a time
     chosen by Buyer on or before the  expiration of the  Inspections  period or
     Ten Days (10) days  following  the  satisfaction  of the  contingencies  in
     Section 20, whichever comes first.

6.   POSSESSION:  The  possession of the Property shall be delivered to Buyer at
     Closing in its present condition,  ordinary wear and tear excepted.  Seller
     agrees to maintain  the  Property in good  condition  until  possession  is
     delivered to Buyer.

7.   BUYER RESERVES THE RIGHT TO HAVE THE PROPERTY  INSPECTED.  All  inspections
     shall  be made by  Buyer,  at its  expense,  within  Three  (3)  Months  of
     execution of this Contract by Seller (the "Inspection Period"). Buyer shall
     have the Inspection  Period to conduct such studies,  inspections and other
     examinations  (collectively  "Examinations")  and




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     as it may in its sole judgment desire,  to determine the suitability of the
     Property for development of a Mutual Savings Bank branch. For this purpose,
     Seller agrees that Buyer and its agents and representatives may come on the
     Property,  provided that Buyer shall be  responsible  for any damage to the
     Property done by Buyer, its  representatives  and agents,  while conducting
     any such  tests,  studies or  Examinations.  Seller  agrees to execute  any
     documents  reasonably  requested  by Buyer for any  approvals  or  consents
     required  by  Buyer.  Buyer  shall  have the right at any time  within  the
     Initial  Inspection  Period to terminate  this  Agreement  pursuant to this
     Section 7, and upon such  termination,  the Earnest Money shall be returned
     to the Buyer.  Buyer shall have the right to extend the  Inspection  Period
     beyond the initial Three (3) Month period for an  additional  One (1) Month
     period by depositing, with Escrow Agent, an additional sum of Five Thousand
     Dollars  ($5,000.00).  After the Initial Three (3) Month Inspection  Period
     all Earnest Money shall be  non-refundable  to Buyer but creditable  toward
     the  purchase  price.  Buyer  shall  have the right at any time  during the
     "Inspection Period" to terminate this Agreement, pursuant to Section 7, but
     after the Initial Three (3) Month Inspection Period all Earnest Money shall
     become non-refundable to Buyer but creditable toward the purchase price.

8.   TAXES. All taxes for the Property  assessed for any prior calendar year and
     remaining unpaid,  shall be paid by Seller, and all taxes for such Property
     assessed for the current calendar year shall be prorated between Seller and
     Buyer on a  calendar  year  basis as of the day  immediately  prior to each
     Closing  Date.  If the tax rate for taxes  assessed in the current year has
     not been determined at the closing of the  transaction,  said rate shall be
     assumed to be the same as the prior year for the purpose of such  proration
     and credit for due but unpaid taxes.

9.   INSURANCE:  Insurance  shall be  canceled as of the date of Closing and the
     Buyer shall provide its own insurance.

10.  SURVEY:  Seller shall  provide  Buyer a staked  survey,  which survey shall
     comply with current  standard for ALTA surveys,  and shall reflect  whether
     the  Property  is  located  in a  designated  flood zone area and the gross
     acreage,  which  acreage  shall be used to determine  the  Purchase  Price.
     Seller shall deliver one print of the survey to Buyer within the Inspection
     Period.

11.  TITLE AND SURVEY  APPROVAL:  Buyer shall  obtain,  at Seller's  expense,  a
     Commitment for Title Insurance (the "Commitment") and legible copies of all
     recorded  instruments  affecting  the Property and recited as exceptions in
     the Commitment  within 30 days of full execution of the Contract.  If Buyer
     has an  objection  to items  disclosed  in such  Commitment  or the  survey
     provided for herein,  Buyer shall make written  objections to Seller within
     fifteen  (30) days after  receipt of all such  instruments  and the Survey.
     Seller  shall  have  fifteen  (30) days from the date such  objections  are
     disclosed  to  cure  the  same.  Seller  agrees  to  utilize   commercially
     reasonable  efforts to cure such  objection,  if any. If the objections are
     not  satisfied  within  such  time  period,  Buyer may (a)  terminate  this
     Contract and Escrow




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     Agent shall return the Earnest Money to Buyer, or (b) waive the unsatisfied
     objections and close the transaction.

12.  PRORATIONS  AND  SPECIAL  ASSESSMENTS:  Any  rents,  all other  income  and
     ordinary operating expenses of the Property, including, but not limited to,
     public utility  charges,  shall be prorated as of the day prior to the date
     of  Closing.  Any  special  assessments  applicable  to  the  Property  for
     municipal improvements  previously made or still in progress to benefit the
     Property  shall be paid by Seller.  Buyer will  assume and agree to pay all
     special  assessments  for  municipal  improvements  for which  construction
     commenced after the date of Closing.

13.  SALES  EXPENSES:  Seller and Buyer  agree that all of the  following  sales
     expenses are to be paid in cash prior to or at the Closing.

     A.   SELLER'S  EXPENSES:  Seller  agrees  to pay  all  costs  of  releasing
          existing loans and recording the releases,  the closing fee, the costs
          of the  survey,  the Owner's  title  insurance  commitment  policy and
          endorsements,  the broker's fees, and other expenses  stipulated to be
          paid by Seller under other provisions of this Contract.

     B.   BUYER'S  EXPENSES:  Buyer agrees to pay all  expenses  incident to any
          loan  and any  expenses  stipulated  to be paid by Buyer  under  other
          provisions of this Contract including  development  approvals,  zoning
          expenses and any title endorsements required by Buyer.

14.  DEFAULT:  If Buyer  breaches  this  Agreement  and is in default  after the
     satisfaction  or waiver of the  contingencies  in Section 20,  Seller shall
     treat this Agreement as being terminated and receive as its sole remedy the
     Earnest Money as liquidated  damages. If Seller breaches this Agreement and
     is in default,  then the Earnest  Money  shall be  immediately  returned to
     Buyer and the  Buyer  may seek  specific  performance  or any other  remedy
     provided by law or equity against the Seller.

15.  ATTORNEY'S  FEES: Any party to this Contract who is the prevailing party in
     any legal or equitable  proceeding against any other party brought under or
     with relation to the Contract or transaction shall be additionally entitled
     to  recover   court  costs  and   reasonable   attorney's   fees  from  the
     non-prevailing party.

16.  ESCROW:  The Earnest Money is deposited  with Midwest Title  Corporation as
     Escrow Agent with the understanding that Escrow Agent (a) is not a party to
     this Contract and does not assume or have any liability for  performance or
     non-performance  of any  party  and (b)  before  the  Escrow  Agent has any
     obligation  to disburse the Earnest  Money in the event of dispute,  he has
     the right to require from all signatories a written release of liability of
     the Escrow Agent, termination of the Contract and authorization to disburse
     the Earnest  Money.  At the Closing,  Earnest Money shall be applied to the
     Purchase Price for the Property.



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17.  DUTIES OF BUYER AND SELLER AT CLOSING:

     A.   At Closing, Seller shall deliver to Buyer, the following:

          (1)  A duly executed and acknowledged Warranty Deed conveying good and
               indefeasible title in fee simple to the Property,  free and clear
               of  any  and  all  liens,  encumbrances,  conditions,  easements,
               assessments,  reservations and restrictions,  except as permitted
               herein or approved by Buyer in writing;

          (2)  A duly executed and acknowledged  Vendor's  Affidavit in the form
               most recently published by the Indianapolis Bar Association;

          (3)  An executed  Disclosure of Sales Information  complying with I.C.
               6-1.1-5.5;

          (4)  A  certification  establishing  that  no  federal  income  tax is
               required to be withheld  under the  Foreign  Investment  and Real
               Property  Tax Act, or to consent to  withholding  of tax from the
               proceeds of sale as required;

          (5)  Evidence of its authority to sell the Property; and

          (6)  Execute  all other  necessary  documents  reasonably  required to
               close this transaction.

     B.   At Closing, Buyer shall perform the following:

          (1)  Pay the  Purchase  Price in the form of a certified  or cashier's
               check or other good funds;

          (2)  Execute a Disclosure  of Sales  Information  complying  with I.C.
               6-1.1-5.5;

          (3)  Evidence of its authority to purchase the Property; and

          (4)  Execute  all other  necessary  documents  reasonably  required to
               close this transaction.

18.  CONDEMNATION: If prior to a Closing, condemnation proceedings are commenced
     against any portion of the  Property,  Buyer may, at its option,  terminate
     this  Contract by written  notice to Seller  within  thirty (30) days after
     Buyer is advised of the commencement of condemnation proceedings,  or Buyer
     shall have the right to appear and defend in such condemnation proceedings,
     and any award in condemnation  shall, at the Buyer's  election,  become the
     property  of Seller and reduce the  Purchase  Price by the same  amount or,
     upon





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<PAGE>

     closing the  purchase of  Property,  shall become the property of Buyer and
     the Purchase Price shall not be reduced.

19.  CASUALTY LOSS:  Risk of loss by damage or destruction to the Property prior
     to  Closing  shall be borne by  Seller.  In the  event  any such  damage or
     destruction is not fully repaired prior to closing,  Buyer,  at its option,
     may  either  (a)  terminate  this  Contract,  or (b)  elect  to  close  the
     transaction,  in  which  event  Seller's  right to all  insurance  proceeds
     resulting from such damage or  destruction  shall be assigned in writing by
     Seller  to Buyer,  and  Seller  shall  reimburse  Buyer for any  deductible
     amount.

20.  CONTINGENCIES:  The  purchase of the Property is subject to the approval of
     the Department of Financial  Institutions and the Federal Deposit Insurance
     Corporation  and  to  the  satisfaction  or  waiver  by  Buyer  that  it is
     satisfied,  within  the  Three  (3)  Month  Initial  Inspection  Period  or
     Additional Inspection Period, of:

     (1)  all  approvals,  permits  and  consents  for  the  development  of the
          Property   (collectively   the   "Approvals"),    including,   without
          limitation,  zoning of the Property, platting, municipal requirements,
          IDEM,  easements for utilities,  including,  but not limited to, storm
          water, water and sanitary sewer,  building permits, all of which shall
          be a condition precedent to any obligation or duty of Buyer under this
          Contract.  Seller shall execute any and all  documents,  petitions and
          other  written  instruments  to  assist  Buyer in  obtaining  any such
          Approvals;

     If  the  foregoing   conditions  are  not  satisfied   within  the  Initial
     Inspections Period or waived in writing by Buyer, then Buyer shall have the
     right to terminate  this  Agreement by notice to Seller  within the Initial
     Inspection Period, and the Earnest Money shall be returned to the Buyer. If
     Buyer  makes  notification  to  Seller  of its  intent  to  terminate  this
     Agreement  within the Additional  Inspection  Period then all Earnest Money
     deposits  shall be  non-refundable  to Buyer but applicable to the purchase
     price. In the event application for regulatory  approval has been filed and
     approval is not obtained within said Initial Inspection Period, Seller will
     extend  Initial  Inspection  Period for a period not to exceed one  hundred
     twenty (120) days.  An extension  of the Initial  Inspection  Period due to
     regulatory  issues will not cause the Buyer to provide  additional  Earnest
     Money or cause any portion of the Earnest Money to be non-refundable. Buyer
     understands  that time is of the essence and will take  necessary  steps to
     facilitate and expedite regulatory correspondence.

21.  DOCUMENTS FROM SELLER:  Seller shall provide Buyer, within Thirty (30) days
     of  execution  of this  Contract by Seller,  copies of the  following if in
     Seller's possession or available from third parties:

     A.   Prior title commitments, surveys and exception documents.

     B.   A new environmental Phase One report.



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<PAGE>


22.  PROFESSIONAL  FEES:  Seller and Buyer represent to each other that the only
     broker  involved in this  transaction  is  Christopher  Bryant with Paragon
     Commercial  Real Estate,  LLC.  Seller and Buyer shall indemnify each other
     from claims of any other third parties claiming a fee or other compensation
     for brokerage or other similar services to have been rendered for Seller or
     Buyer.  Seller  shall  pay the fee of 4.8% of the total  purchase  price to
     Paragon Commercial Real Estate, LLC.

23.  ENTRY  ACCESS:  Seller  agrees  to allow  buyer  two  access  cuts onto the
     property.  One cut on the  north  side and one cut on the west  side of the
     property. The cut on the west side will be onto the access road constructed
     to meet all state and  federal  specifications  by the Buyer.  Seller  also
     agrees to allow  Buyer to  determine  the  location of access cuts for said
     property. Buyer acknowledges that Seller's approval is of understanding and
     agreement only and that Buyer understands all access cuts into the Property
     will have to be approved on its  primary  plat by the City of  Indianapolis
     and its governing bodies

24.  REPRESENTATIONS AND WARRANTIES OF SELLER:

     To induce Buyer to execute this Agreement,  Seller  represents and warrants
     to Buyer as follows:

     A.   Seller has the full right,  title,  power and  authority to enter into
          this  Agreement  and to  consummate  a sale of the  Property,  and all
          persons whose  signatures are necessary to sell the Property have duly
          executed this Agreement.

     B.   No action, suit, claim,  arbitration,  litigation or other proceedings
          is pending or threatened against the Property or any part thereof.

     C.   Seller has not received any notification from any governmental agency,
          authority or any utility, of any pending or threatened  assessments on
          or against the Property or any part thereof or any proposed  increases
          in the cost of utility services.

     D.   Seller will not create, permit or suffer any lien or other encumbrance
          to  attach  to  or  affect  the  Property,  other  than  the  lien  of
          non-delinquent real estate taxes.

     E.   This  Agreement  and all documents to be executed  pursuant  hereto by
          Seller are and shall be valid and binding upon and enforceable against
          Seller in accordance  with their  respective  terms,  the  transaction
          contemplated  hereby  will not result in a breach of or  constitute  a
          default or permit acceleration of maturity under any mortgage, deed of
          trust,  loan  agreement  or other  agreement  to which  Seller  or the
          Property is subject or by which Seller or the Property is bound.



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<PAGE>

     F.   Seller has good and marketable  title to the Property,  free and clear
          of  all  liens,   security   interests,   encumbrances,   leases,  and
          restrictions of every kind and description, except the permitted title
          exceptions  and liens and  encumbrances  to be released on the Closing
          Date.

     G.   Except for Seller,  there are no persons in possession or occupancy of
          the Property or any part  thereof,  nor are there any persons who have
          possessory  or other  rights with  respect to the Property or any part
          thereof.

     H.   To Seller's knowledge,  no Hazardous Materials (as defined below) have
          been used,  generated,  manufactured,  stored,  treated,  released  or
          disposed  of  at,  in,  on or  under  the  Property  in  violation  of
          Environmental  Law and there are no soft  soils,  underground  storage
          tanks or subsurface materials which would increase the cost to develop
          the Property.

     I.   The term  "Hazardous  Material"  shall mean any  substance or material
          that is or becomes  regulated,  defined or  designated by any federal,
          state  or  local  governmental   authority  as  hazardous,   extremely
          hazardous,   imminently  hazardous,   dangerous  or  toxic,  or  as  a
          pollutant,   contaminant  or  waste,   and  shall   include,   without
          limitation,  PCBs, asbestos,  asbestos containing  materials,  oil and
          petroleum products and byproducts. The term, "Environmental Law" shall
          mean all  current  and  future  federal,  state  and  local  statutes,
          regulations,  ordinances  and  rules  relating  to (1)  the  emission,
          discharge, release or threatened release of a Hazardous Substance into
          the air, surface water,  groundwater or land; (ii) the  manufacturing,
          processing,   use,   generation,    treatment,    storage,   disposal,
          transportation,  handling, removal,  remediation or investigation of a
          Hazardous Substance;  or (iii) the protection of human health,  safety
          or the indoor or outdoor  environment,  including without  limitation,
          the Clean Air Act,  the  Federal  Water  Pollution  Control  Act,  the
          Resource    Conservation   and   Recovery   Act,   the   Comprehensive
          Environmental   Response,   Compensation   and   Liability   Act,  the
          Occupational  Safety and  Health  Act,  all  amendments  thereto,  all
          regulations  promulgated  there under,  and their state  statutory and
          regulatory counterparts.

     J.   Seller  knows  of no  physical  characteristics  of  the  property  or
          impediments  that would  materially and adversely  affect the value of
          the property or prevent the Buyer's intended use of the property.

     All such  representations  shall be reaffirmed as being true and correct on
     the Closing Date.


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<PAGE>


25.  MISCELLANEOUS:

     A.   Any notice required or permitted to be delivered  hereunder,  shall be
          deemed  received  when  personally  delivered or sent by United States
          mail,  postage  prepaid,   certified  and  return  receipt  requested,
          addressed  to Seller or Buyer,  as the case may be, at the address set
          forth below the signature of such party hereto.

     B.   This Contract shall be construed under and in accordance with the laws
          of the State of Indiana.

     C.   This  Contract  shall be binding  upon and inure to the benefit of the
          parties hereto and their respective heirs, executors,  administrators,
          legal  representatives,  successors,  and assigns;  however, Buyer may
          assign this Contract at closing to an assignee who shall take title to
          the Property.

     D.   This Contract  constitutes  the sole and only agreement of the parties
          hereto  and  supersedes  any prior  understandings  or written or oral
          agreements  between the parties  respecting the transaction and cannot
          be changed except by their written consent.

     E.   This offer from Buyer shall  remain valid until 5:00 p.m. on April 15,
          2005, at which time it shall  terminate and be of no further force and
          effect if  acceptance  has not been  delivered to Buyer at the address
          below or to Buyer c/o ________________________________________________
          __________________________________________________.

26.  1031 TAX EXCHANGE:  Buyer acknowledges that Seller desires to create an IRS
     Code Section 1031 Tax-deferred  Exchange,  and that the Seller's rights and
     obligations   under  this   Agreement   may  be  assigned  to  a  qualified
     intermediary  to facilitate  such exchange.  Buyer agrees to cooperate with
     Seller  and the  intermediary  in a manner  necessary  to enable  Seller to
     qualify for said exchange;  provided,  however, that such cooperation shall
     not involve the execution of documents that increase Buyer's  obligation or
     extend its ability beyond those express  obligations  and  liabilities  set
     forth herein,  and shall not result in any additional  cost or liability to
     Buyer.




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<PAGE>

                                              Mutual Savings Bank
                                              an Indiana Corporation


                                              By: /s/ D. A. Coffey
                                                  ------------------------
                                                  Executive Vice President
                                                  4/15/05

                                              Address: 80 E. Jefferson Street
                                                       Franklin, Indiana 46131

                                                       "Buyer"










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ACCEPTED this 30th day of March, 2005.



                                         Thomas A. Grant, Inc.
                                         An Indiana Corporation


                                         By: /s/ Thomas A. Grant
                                             -----------------------------------
                                             President

                                         Address: 9550 Whitley Drive, Suite B
                                                  Indianapolis, IN 46205

                                                  "Seller"








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                               EXHIBIT A (SURVEY)








                                [GRAPHIC OMITTED]












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                          EXHIBIT B (LEGAL DESCRIPTION)


              SEE BOTTOM OF EXHIBIT A FOR A FULL LEGAL DESCRIPTION















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