EXHIBIT 10.2



                                        Franklin , Indiana        April 22, 2005
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PROPOSITION                             J. Andrew Woods, Seller
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                                        Mutual Savings Bank, Purchaser

     The  undersigned,   hereinafter  called  purchaser,  having  inspected  the
premises and relying entirely for its condition upon his own examination  hereby
agrees to purchase from the owner  through you as his broker the property  known
as 72 East Jefferson  Street  located in the City of Franklin  County of Johnson
State of Indiana.  Purchaser  hereby further agrees to pay for said property the
sum of Two Hundred Fifteen  Thousand and no/100  ($215,000.00)  Dollars upon the
following terms and or conditions, viz:

     -    inspection of real estate  (mechanical,  electrical,  plumbing,  roof,
          etc.) at  purchasers  expense

     -    a satisfactory review by purchaser's architect that ground level floor
          is consistent with that of purchaser's adjacent property

     -    satisfaction  by  purchaser  that no  environmental  issues  exist  at
          subject property

     -    all internal furnishings: (furniture and pictures) remain the property
          of the seller and are not included in this transaction

     -    closing costs to be paid by purchaser

All risk of loss  shall  be borne by  Seller  until  time of  transfer  of title
Purchaser to have complete possession 30 days after closing.

Rents,  if any, to be prorated to date of closing.  Insurance  to be  (prorated)
(cancelled) at date of closing.

Interest on encumbrances assumed by the buyer to be prorated to date of closing.

Taxes on said real estate shall be handled in  accordance  with  paragraph #2 as
hereinafter set forth:

No. 1     Purchaser  will assume and agree to pay all  installments  of taxes on
          said real estate  beginning  with the  installment  due and payable in
          _______________, 19____, and all installments subsequent thereto.

No. 2     All taxes assessed for any prior  calendar year and remaining  unpaid,
          shall  be paid by  seller,  and all  taxes  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 the date of
          closing this  transaction.  If the tax rate for taxes  assessed in the
          current  year  has  not  been   determined   at  the  closing  of  the
          transaction,  said rate to be assumed to be the same as the prior year
          for the purpose of such proration.

Purchaser  will  assume  and  agree  to  pay  all   assessments   for  municipal
improvements which are completed after date of this Proposition.

Purchaser shall be furnished,  at seller's  expense a complete and  merchantable
abstract of title to date as quickly as the same can be prepared,  said abstract
to show a merchantable or insurable title to said real estate in the name of the
grantors who will execute a general  warranty deed conveying said real estate in
the same condition as it now is, ordinary wear and tear excepted, free and clear
of  all  liens  and  encumbrances   except  as  stated  herein  and  subject  to
restrictions  and easements of record,  if any. If said abstract fails to show a
merchantable  title,  or if there is no abstract  of title to said real  estate,
then in  either  of those  events  purchaser  shall be  furnished,  at  seller's
expense, an owner's policy of title insurance.  Provided,  however,  that in the
event this  proposition  provides  for a  conditional  sale of said real estate,
seller will execute to buyer a conditional  sales  contract upon standard  form.
All other terms of this paragraph to remain the same.

This  transaction  is to be closed  within 30 days after said  abstract  showing
merchantable title or binder for title insurance is delivered.

This offer is void,  if not accepted in writing on or before 12:00  o'clock noon
of _________ day of ___________________, 19___.

The above sales price includes all improvements,  permanently installed, such as
electrical or gas fixtures, heating equipment, hot water heaters,  incinerators,
window shades,  curtain and drapery poles and fixtures,  Venetian blinds,  storm
doors and windows,  linoleum,  screens,  awnings and TV antennas,  and all other
personal  property  except as shown above which belong to the above property and
are now on the premises or  elsewhere.  All said items are now or will be at the
date of closing fully paid for by seller.
<PAGE>

Purchaser  deposits  herewith  One Thousand and no/100  Dollars  ($1,000.00)  as
earnest  money  to  apply  upon  the  cash  payment  provided  herein  with  the
understanding  that said deposit shall be returned to purchaser  promptly in the
event  this  Proposition  is not  accepted.  In the event  this  Proposition  is
accepted,  and purchaser shall,  without legal cause, fail or refuse to complete
the  purchase of said real estate in  accordance  with the terms and  conditions
hereof,  said earnest money deposit shall be forfeited by the undersigned as and
for liquidated damages for purchaser's failure so to perform.

It is expressly  agreed that all terms and conditions are included herein and no
verbal agreements of any kind shall be binding or recognized.

                                          Mutual Savings Bank
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                                    By: /s/ Robert D. Heuchan
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                                        Robert D. Heuchan, President Purchaser.


     $______________________,   Indiana  _______________,   19____  RECEIVED  OF
_______________________________     Earnest     Money     in    the    sum    of
_______________________________($________________   )  Dollars  to  be  applied,
refunded or forfeited,  as provided in  Proposition  submitted  herewith for the
purchase of real estate located:  _______________________________________ ,


                                        __________________________   R.E. Broker
                                     By:
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<PAGE>

As the  owner  of the  property  described  herein  ______  hereby  accept  this
proposition this _____ day of ____________, 19___

and ___________________ agree to pay to ________________________________________
Real  Estate  Broker  the  sum  of   ___________________________________________
($______________) Dollars commission for services rendered in this transaction.



                                         /s/ J. Andrew Woods
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                                         J. Andrew Woods






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                                   PROPOSITION

                                     BETWEEN


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                                       AND

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                                    PROPERTY

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                          Date __________________ 19___





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                                 LEGAL FORMS BY
                                   STATIONERS
                                  INCORPORATED
                             36 N. PENNSYLVANIA ST.
                                  INDIANAPOLIS
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