AGREEMENT

         This agreement ("Agreement") has been entered into as of the 30th day
of April 2001, effective as of January 1, 2001, by and between Fiduciary
Counsel, Inc. ("Subsidiary"), a Delaware corporation and wholly owned subsidiary
of Unified Financial Services, Inc., a Delaware corporation with executive
offices in Lexington, Kentucky (the "Company"), and Jack R. Orben, an individual
("Executive").

                                    RECITALS

         The Board of Directors of Subsidiary (the "Board") has determined that
it is in the best interests of Subsidiary and its shareholder to reinforce and
encourage the continued attention and dedication of Executive to Subsidiary as a
relationship and portfolio manager and to assure that Subsidiary will have the
continued dedication of Executive. The Board desires to provide for the
continued employment of Executive on the terms hereof, and Executive is willing
to commit himself to continue to serve Subsidiary. Additionally, the Board
believes it is imperative to encourage Executive's attention and dedication to
Subsidiary currently and to provide Executive with compensation and benefits
arrangements upon certain breaches of this Agreement by Subsidiary, which
ensures that the compensation and benefits expectations of Executive will be
satisfied. Because of Executive's prior and current positions at Subsidiary and
the Company and his access to information pertaining to the business of the
Company (as conducted by its other affiliates), Company and Subsidiary believe
it is imperative that Executive neither compete against the Company, Subsidiary
and any affiliates or subsidiaries of either nor share certain confidential
information of either during Executive's employment and for the three-year
period thereafter, as provided below. Executive acknowledges that he is a
significant stockholder of the Company and, as such, the non-compete provisions
contained herein will tend to enhance the value of his stock in the Company.
Therefore, in order to accomplish these objectives, the Board has caused
Subsidiary to enter into this Agreement. Therefore, in exchange for the mutual
promises and covenants set forth herein, and in order to accomplish these
objectives, the Board has caused Subsidiary to enter into this Agreement with
Executive, whereupon

                            IT IS AGREED AS FOLLOWS:

SECTION 1:        DEFINITIONS AND CONSTRUCTION.

         1.1 DEFINITIONS. For purposes of this Agreement, the following words
and phrases, whether or not capitalized, shall have the meanings specified
below, unless the context plainly requires a different meaning. Terms not set
forth in this Section 1.1 but defined elsewhere in this Agreement shall, for all
purposes of this Agreement, have such defined meaning, whether or not
capitalized, unless the context plainly requires a different result.

     1.1  (a) "BOARD" means the Board of Directors of Subsidiary.

     1.1  (b) "CODE" shall mean the Internal  Revenue Code of 1986,  as amended,
          including all  regulations  proposed or  promulgated  thereunder,  and
          administrative   interpretations   and  judicial  precedents  relating
          thereto. All citations to the Code shall include any amendments or any
          substitute or successor provisions thereto.

     1.1  (c) "COMPANY" shall mean Unified Financial Services,  Inc., a Delaware
          corporation and, currently, the sole shareholder of Subsidiary.

<PAGE>

     1.1  (d) "CUSTOMER"  shall mean any Person from which or from dealings with
          which any member of the Unified Group is earning or has earned revenue
          in the ordinary  course of its business and/or any Person who benefits
          from the goods and  services  provided  by any  member of the  Unified
          Group.  Dealings  shall include,  for example and without  limitation,
          distribution  arrangements,  revenue or income  sharing  arrangements,
          commission arrangements and any other arrangement or contract.

     1.1  (e) "EFFECTIVE DATE" shall mean January 1, 2001.

     1.1  (f) "EMPLOYMENT  PERIOD" means the period that begins on the Effective
          Date and ends on the earlier of: (i) the close of business on December
          31,  2005,  provided  that,  commencing  on  December  31,  2005,  and
          continuing on each  December 31st  thereafter,  this  Agreement  shall
          renew for an  additional  year such that the  remaining  term shall be
          twelve (12) months unless  written  notice is provided to Executive at
          least  sixty  (60) days  prior to any such  December  31st,  that this
          Agreement  shall not renew, in which event this Agreement shall expire
          on such December  31st; or (ii) the Date of  Termination as defined in
          Section 3.7.

     1.1  (g)  "PERSON"  shall  include  an  individual,  firm,  trust,  estate,
          association,   joint  venture,   partnership,   corporation,   limited
          liability company, organization or other entity.

     1.1  (h)   "SUBSIDIARY"   means   Fiduciary   Counsel,   Inc.,  a  Delaware
          corporation.

     1.1  (i) "UNIFIED  GROUP" means,  jointly and severally,  the Company,  VSX
          Holdings,  LLC, VSX.com,  Inc. and any Person more than twenty percent
          (20%) of which  (by value and not by  voting  power)  is  directly  or
          indirectly  owned by the  Company at any time  during  the  Employment
          Period  and any  successors  or  assigns  of the  Company or any other
          Person  included  in  the  Unified  Group.  For  example  and  without
          limitation, the Unified Group would include (i) Subsidiary, as well as
          any  corporation  wholly  owned  by  Subsidiary,  (ii)  a  corporation
          twenty-one   percent   (21%)  of  which  (by  value)  is  owned  by  a
          wholly-owned  subsidiary of the Company, and (iii) a corporation (or a
          partnership)  twelve  percent  (12%) of which  (by  value) is owned by
          Subsidiary  and twelve percent (12%) of which (by value) is owned by a
          wholly-owned subsidiary of the Company.

         1.2 GENDER AND NUMBER. When appropriate, pronouns in this Agreement
used in the masculine gender include the feminine gender, words in the singular
include the plural, and words in the plural include the singular.

         1.3 HEADINGS. All headings in this Agreement are included solely for
ease of reference and do not bear on the interpretation of the text.
Accordingly, as used in this Agreement, the terms "Article" and "Section" mean
the text that accompanies the specified Article or Section of this Agreement.

         1.4  APPLICABLE  LAW. This Agreement  shall be governed by and
construed in accordance with the laws of the State of Kentucky, without
reference to its conflict of law principles.
                                      -2-
<PAGE>

SECTION 2:        TERMS AND CONDITIONS OF EMPLOYMENT.

         2.1 PERIOD OF EMPLOYMENT. Throughout the Employment Period, Executive
shall serve in the employ of Subsidiary in accordance with the terms and
provisions of this Agreement.

         2.2 POSITIONS AND DUTIES.

                  2.2(a) Throughout the Employment Period, Executive shall be an
         employee of Subsidiary and shall serve as the relationship and
         portfolio manager for each of the client accounts set forth on Exhibit
         A hereto (such accounts are referred to herein as the "Core Business
         Accounts"); provided, however, on or after January 1, 2002, Executive
         may cease serving as the relationship and/or portfolio manager for any
         Core Business Account upon providing the President of Subsidiary thirty
         (30) days' prior written notice which sets forth the name of the
         account(s) for which he no longer desires to serve as the relationship
         and/or portfolio manager. Executive also may solicit new client
         accounts for which he would serve as the relationship and portfolio
         manager, or for which he would serve solely as a finder to bring such
         new accounts to Subsidiary (such accounts are referred to herein as the
         "New Business Accounts"). Additionally, during the Employment Period,
         Executive shall serve as Chairman Emeritus of the Board of Directors of
         Subsidiary (ex officio). As the relationship and portfolio manager of
         Core Business Accounts and/or New Business Accounts, Executive shall be
         responsible for all non-ministerial contacts and communications
         necessary for the maintenance, preservation and enhancement of each
         such account and the respective client relationship. Subject to the
         provisions of Section 2.3(f) hereof, throughout the Employment Period,
         Subsidiary shall provide Executive such client support as is
         customarily provided to other portfolio and relationship managers of
         Subsidiary.

                  2.2(b) Throughout the Employment Period, Executive shall
         devote all appropriate and customary professional attention and time
         necessary for the maintenance of the Core Business Accounts and any New
         Business Accounts, shall not render professional services to or for the
         benefit of Persons not members of the Unified Group, and shall use his
         reasonable best efforts to perform faithfully and efficiently such
         responsibilities as are assigned to him under or in accordance with
         this Agreement; provided that, it shall not be a violation of this
         paragraph for Executive to (i) serve on corporate, civic or charitable
         boards or committees, (ii) deliver lectures or fulfill speaking
         engagements, (iii) manage personal investments for Executive's own
         account or those of family members, or (iv) manage, through Fiduciary
         Alliance, Inc., those assets currently held in a trust account
         custodied in Bermuda, which account is designated, in part, by the name
         "Nantucket," and which was opened prior to 1998; in each instance, so
         long as such activities do not interfere with the performance of
         Executive's responsibilities as an employee of Subsidiary in accordance
         with this Agreement.

         2.3  COMPENSATION.  Executive's  annual  compensation  and  other
benefits described in this Section 2.3 shall be provided by Subsidiary.

                  2.3(a) ANNUAL SALARY. For the first twelve months within the
         Employment Period, Executive shall receive an annual base salary of
         $455,000 (the "Initial Base Salary"), which shall be due and paid in
         equal or substantially equal installments, to be paid at the same
         frequency as other employees of Subsidiary but no less often than
         monthly. Effective January 1, 2002 and thereafter during the Employment
         Period, the salary the Executive receives shall be based on the
         revenues derived by Subsidiary from the Core Business Accounts during
                                      -3-
<PAGE>

         the previous quarter (each, a "Quarterly Core Salary"). For each such
         quarter, Executive shall be paid a quarterly salary equal to thirty-two
         percent (32%) of the Net Core Revenues (as hereinafter defined)
         collected by Subsidiary during the previous quarter, which quarterly
         salary shall be paid in one payment on or before the last day of the
         first month following the end of the quarter (the first such payment
         being due on or before April 30, 2002 for the quarter ending March 31,
         2002). For purposes of this Agreement, Net Core Revenues shall mean the
         gross revenues received by Subsidiary with respect to the Core Business
         Accounts during any given quarter less any commissions or finder's fees
         paid or payable by Subsidiary to any other Person during such quarter
         with respect to the Core Business Accounts. If Executive decides not to
         serve as the relationship and/or portfolio manager for a Core Business
         Account on or after January 1, 2002, the revenues from such account
         shall be excluded from the Net Core Revenues when calculating the
         Quarterly Core Salary to be paid to Executive.

                  2.3(b) NEW BUSINESS SALARY. Throughout the Employment Period,
         in addition to the amount paid to Executive pursuant to Section 2.3(a)
         hereof, Executive shall receive a quarterly payment based on the
         revenues derived during the previous quarter by Subsidiary from New
         Business Accounts for which Executive serves as the relationship and
         portfolio manager (each a "Quarterly New Salary"). For each such
         quarter, Executive shall be paid a quarterly salary equal to thirty-two
         percent (32%) of the Net New Revenues (as hereinafter defined)
         collected by Subsidiary during the previous quarter, which quarterly
         salary shall be paid in one payment on or before the last day of the
         first month following the end of the quarter (the first such payment
         that could be due pursuant to this Section 2.3(b) would be due on or
         before April 30, 2001 for the quarter ending March 31, 2001). For
         purposes of this Agreement, Net New Revenues shall mean the gross
         revenues received by Subsidiary with respect to New Business Accounts
         for which Executive serves as the relationship and portfolio manager
         during any given quarter less any commissions or finder's fees paid or
         payable by Subsidiary to any other Person during such quarter with
         respect to such New Business Accounts.

                  2.3(c) FINDER'S FEES. Throughout the Employment Period, and in
         addition to the amount paid to Executive pursuant to Sections 2.3(a)
         and/or (b) hereof, Executive shall receive a "finder's fee" for each
         New Business Account that he brings to Subsidiary for which he does not
         serve as the relationship and/or portfolio manager, provided such
         account's pricing is based upon Subsidiary's then in-force fee schedule
         (a "Finder's Fee"). The Finder's Fee shall be paid on a quarterly basis
         (on or before the last day of the first month following the end of the
         applicable quarter) and shall be based upon Subsidiary's then in-force
         fee and compensation schedule. The Finder's Fee shall be equal to the
         fees collected by Subsidiary with respect to such account during a
         quarter times (A) the then in-force annual finder's fee (as set forth
         in the then in-force fee and compensation schedule and expressed in
         basis points) over (B) the total basis points paid by the client with
         respect to such New Business Account per annum, provided such account's
         pricing is based upon Subsidiary's then in-force fee schedule. A copy
         of Subsidiary's current fee and compensation schedule is attached
         hereto as Exhibit B. If a third party was involved in the solicitation
         of any New Business Account or if the pricing on a new account is less
         than Subsidiary's then in-force fee schedule, the Finder's Fee to be
         paid to Executive shall be separately negotiated by Executive and the
         President of Subsidiary.

                  2.3(d) RETIREMENT COMMISSIONS. Commencing on January 1, 2002
         and thereafter, so long as the Executive shall live, Executive shall be
         paid a "retirement commission" with respect to any Core Business
         Account for which Executive ceases to serve as the relationship and/or
         portfolio manager, which commissions shall be paid on a quarterly basis
         (on or before the last day of the month following the end of such
                                      -4-
<PAGE>

         quarter), provided such account remains in good standing at the end of
         the quarter for which a commission is to be paid, and provided further,
         Executive is not otherwise being paid any salary with respect to such
         account pursuant to Section 2.3(a) hereof. The amount of the retirement
         commission to be paid to Executive with respect to any Core Business
         Account for which Executive ceases to serve as the relationship and/or
         portfolio manager shall be equal to ten percent (10%) of (A) the gross
         revenues received by Subsidiary with respect to such account during any
         given quarter less (B) any commissions or finder's fees paid or payable
         by Subsidiary to any other Person during such quarter with respect to
         such account. Additionally, after the Employment Period and so long as
         Executive shall live, Executive shall be paid a retirement commission
         with respect to each New Business Account that remains an account in
         good standing of Subsidiary at the end of the quarter for which a
         commission is to be paid. The retirement commission with respect to
         each New Business Account shall be paid on a quarterly basis (on or
         before the last day of the month following the end of such quarter),
         provided such account remains in good standing at the end of the
         quarter for which a commission is to be paid. The amount of the
         retirement commission to be paid to Executive with respect to any New
         Business Account shall be equal to ten percent (10%) of (A) the gross
         revenues received by Subsidiary with respect to such account during any
         given quarter less (B) any commissions or finder's fees paid or payable
         by Subsidiary to any other Person during such quarter with respect to
         such account. If a third party was involved in the solicitation of any
         New Account or if the pricing on a New Account is less than
         Subsidiary's then in-force fee schedule, the retirement commission to
         be paid to Executive shall be separately negotiated by Executive and
         the President of Subsidiary. The provisions of this Section 2.3(d) are
         subject to the provisions of Section 4.4 hereof.

                  2.3(e) WELFARE BENEFIT PLANS. Throughout the Employment
         Period, Executive and/or Executive's family, as the case may be, shall
         be eligible for participation in all welfare benefit plans, practices,
         policies and programs provided by Subsidiary (including, without
         limitation, medical, prescription, dental, disability, salary
         continuance, employee life, group life, accidental death and travel
         accident insurance plans and programs) to the extent generally
         available to other employees of Subsidiary.

                  2.3(f) EXPENSES. Throughout the Employment Period, Executive
         shall be responsible for (and shall not be entitled to receive
         reimbursement from Subsidiary, the Company or any other member of the
         Unified Group) all travel, entertainment and marketing expenses related
         to the Core Business Accounts and the New Business Accounts. Executive
         shall submit any other expenses to the President of Subsidiary for
         prior approval of reimbursement, which approval may be withheld in the
         President's sole discretion. Executive shall not be liable for any
         costs associated with maintaining an office at Subsidiary, and
         Executive shall be reimbursed for expenses incurred in connection with
         his service as a director of the Company to the same extent as are the
         other directors of the Company. Executive acknowledges and agrees that
         in negotiating the compensation Executive is to receive from Subsidiary
         pursuant to the provisions of Sections 2.3(a), (b), (c) and (d) hereof,
         Executive and Subsidiary reached such compensation arrangement based
         upon the fact that Executive would be solely responsible for all
         expenses incurred in connection with his duties under this Agreement.

                  2.3(g) EXECUTIVE'S RIGHTS NONASSIGNABLE. The right to receive
         the Initial Base Salary, the Quarterly Core Salary, the Quarterly New
         Salary, the Finder's Fees, the retirement commissions and any other
         benefits hereunder shall be a personal right of Executive and shall not
         be transferable by Executive other than pursuant to the laws of descent
         and distribution.
                                      -5-
<PAGE>

SECTION 3:        TERMINATION OF EMPLOYMENT.

         3.1  DEATH.  Executive's  employment  shall  terminate  automatically
upon Executive's death during the Employment Period.

         3.2 DISABILITY. If Subsidiary determines in good faith that the
Disability of Executive has occurred during the Employment Period (pursuant to
the definition of Disability set forth below), it may give to Executive written
notice in accordance with Section 8.3 of its intention to terminate Executive's
employment. In such event, Executive's employment with Subsidiary shall
terminate effective on the thirtieth (30th) day after receipt of such notice by
Executive (the "Disability Effective Date"), provided that, within the thirty
(30) days after such receipt, Executive shall not have returned to full-time
performance of Executive's duties. For purposes of this Agreement, "Disability"
shall mean that Executive has been unable to perform the services required of
Executive hereunder on a full-time basis for a period of one hundred eighty
(180) days by reason of a physical and/or mental condition. "Disability" shall
be deemed to exist when certified by a physician selected by the Company or its
insurers and acceptable to Executive or Executive's legal representative (such
agreement as to acceptability not to be withheld unreasonably). Executive will
submit to such examinations and tests as such physician deems necessary to make
any such Disability determination.

         3.3 TERMINATION FOR CAUSE. Subsidiary may terminate Executive's
employment during the Employment Period for "Cause," which for the purposes of
this Agreement shall mean termination based upon: (i) Executive's continued
failure to perform his duties with Subsidiary (other than as a result of
incapacity due to physical or mental condition), after a demand for performance
is delivered to him by the Chairman of the Board or the President of Subsidiary
or the Chairman of the Board or the President of the Company, which specifically
identifies the manner in which Executive has not performed his duties; (ii)
Executive's commission of misconduct that is injurious to Subsidiary, monetarily
or otherwise; or (iii) Executive's breach of any provision of this Agreement.
Notwithstanding the foregoing, Executive shall not be deemed to have been
terminated for Cause unless and until (i) he is given a Notice of Termination
(as defined in Section 3.6) from the Chairman of the Board or the President of
Subsidiary or the Chairman of the Board or the President of the Company, (ii) he
is given the opportunity to be heard before the Board of Directors of the
Company, and (iii) the Board of Directors of the Company finds, in its good
faith opinion and in its sole discretion, that Executive was guilty of the
conduct set forth in the Notice of Termination.

         3.4 GOOD REASON. Executive may terminate his employment with Subsidiary
for "Good Reason," which shall mean termination based upon, and only upon the
assignment to Executive of any duties inconsistent with Executive's position
(including status, offices, titles and reporting requirements), authority,
duties or responsibilities as contemplated by Section 2.2 or any other action by
Subsidiary that results in a material diminution in such position, authority,
duties or responsibilities, excluding for this purpose any action not taken in
bad faith.

         Termination for Good Reason may be effected by, and only by, written
notice to the Company stating with particularity each action or condition
constituting the Good Reason, sufficient in detail such that the corrective
measures necessary to cure such action(s) or condition(s) may be readily
inferred from the face of the notice. During the ninety-day period following
receipt of such notice by the Company, Executive shall use his best efforts to
cooperate with the Company and Subsidiary to cure the action(s) or condition(s)
set forth in Executive's notice. If a cure is commercially reasonable and
neither the Company nor Subsidiary takes sufficient steps within such ninety-day
period to effectuate a cure, then and only then may Executive terminate his
employment for Good Cause. Failure of Executive to set forth in such notice any
fact or circumstance that contributes to a showing of Good Cause shall waive any
right of Executive to assert such fact or circumstance in enforcing Executive's
rights under this Agreement.
                                      -6-
<PAGE>

         3.5 RETIREMENT. On or after January 1, 2002, Executive may terminate
his employment with Subsidiary for "Retirement," which shall mean termination
based upon Executive's desire to terminate his status as an employee of
Subsidiary. Termination for Retirement may be effected by providing written
notice to the Company at least sixty (60) days prior to the date Executive
desires to terminate his employment (the "Retirement Effective Date").
Additionally, unless the parties otherwise agree, Executive shall be deemed to
have terminated his employment for "Retirement" if, at any time on or after
January 1, 2002, the total revenues derived by Subsidiary during any quarter
from the Core Business Accounts for which Executive continues to serve as the
relationship and portfolio manager are less than $77,685. In such event,
Executive shall be deemed to have retired as of the last day of such quarter
(the "Deemed Retirement Effective Date").

         3.6 NOTICE OF TERMINATION. Any termination by Subsidiary or by
Executive (including terminations in breach of this Agreement) shall be
communicated by Notice of Termination to the other party. For purposes of this
Agreement, a "Notice of Termination" means a written notice given in accordance
with Section 8.3 that (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provision so indicated, and (iii) if the Date
of Termination (as defined below) is other than the date such notice is given,
specifies the termination date (which date, unless otherwise specified in this
Agreement, shall be not more than thirty (30) days after the giving of such
notice). The failure by Executive or Subsidiary to set forth in the Notice of
Termination any fact or circumstance that contributes to a showing of Good
Reason or Cause shall waive any right of Executive or Subsidiary to assert such
fact or circumstance in enforcing Executive's or Subsidiary's rights hereunder.

         3.7 DATE OF TERMINATION. "Date of Termination" means (i) if Executive's
employment is terminated by Subsidiary for Cause, or by Executive for Good
Reason, the Date of Termination shall be the date the Notice of Termination is
given or any later date (within the thirty-day limit provided in Section 3.6)
specified therein, as the case may be, (ii) if Executive's employment is
terminated by reason of death or Disability, the Date of Termination shall be
the date of death of Executive or the Disability Effective Date, as the case may
be, (iii) if Executive's employment is terminated by reason of Retirement, the
Date of Termination shall be the Retirement Effective Date or the Deemed
Retirement Effective Date, as the case may be, (iv) if Executive's employment is
terminated by Subsidiary other than for Cause, death or Disability, the Date of
Termination shall be the date the Notice of Termination is given or any later
date (within the thirty-day limit provided in Section 3.6) specified therein, as
the case may be, or (v) if Executive shall terminate employment with Subsidiary
for any reason other than for Good Reason or Retirement, the Date of Termination
shall be the date Executive shall terminate his employment with Subsidiary or,
if not more than thirty (30) days later, the date specified in the Notice of
Termination.
                                      -7-
<PAGE>

SECTION 4:        CERTAIN BENEFITS UPON TERMINATION.

         4.1 TERMINATION WITHOUT CAUSE OR TERMINATION FOR GOOD REASON. If,
during the Employment Period, (i) Subsidiary shall terminate Executive's
employment without Cause, or (ii) Executive shall terminate employment with
Subsidiary for Good Reason, Executive shall be entitled to the benefits provided
below:

                  4.1(a) "ACCRUED OBLIGATIONS": On or before the ninetieth
         (90th) day following the Date of Termination, Subsidiary shall pay to
         Executive the sum of (1) Executive's then-current annual base salary,
         if any, through the Date of Termination, (2) any Quarterly Core Salary
         and/or Quarterly New Salary earned by Executive for the quarter ending
         prior to the Date of Termination, (3) any compensation previously
         deferred by Executive (other than pursuant to the terms of this
         Agreement) together with any accrued interest or earnings thereon, and
         (4) any Finder's Fees earned by Executive for the quarter ending prior
         to the Date of Termination, in each case to the extent not previously
         paid.

                  4.1(b) "ANNUAL BASE SALARY CONTINUATION": For the remainder of
         the period described in Section 1.1(f)(i) that occurs after the Date of
         Termination, if any, Subsidiary shall pay to Executive, (1) Executive's
         then-current annual base salary, if any, as would have been paid to
         Executive had Executive remained in Subsidiary's employ at such salary
         during the remainder of such period (it being acknowledged that after
         December 31, 2001 Executive shall not receive an annual base salary),
         (2) the Quarterly Core Salary and/or Quarterly New Salary as would have
         been paid to Executive had Executive remained in Subsidiary's employ
         during the remainder of such period and (3) the Finder's Fees as would
         have been paid to Executive had Executive remained in Subsidiary's
         employ during the remainder of such period. Subsidiary at any time may
         elect to pay the balance of such payments then remaining in a lump sum,
         in which case the total of such payments shall be discounted to present
         value as determined according to Code Section 280G(d)(4).

         4.2 DEATH. If Executive's employment is terminated by reason of
Executive's death during the Employment Period, this Agreement shall terminate
without further obligations to Executive's legal representatives under this
Agreement, other than for timely payment of Accrued Obligations (as provided in
Section 4.1(a)).

         4.3 RETIREMENT OR DISABILITY. If Executive's employment is terminated
by reason of Executive's Retirement or Disability during the Employment Period,
this Agreement shall terminate without further obligations to Executive, other
than for timely payment of Accrued Obligations (as provided in Section 4.1(a))
and the payment by Subsidiary of any retirement commissions pursuant to the
provisions of Section 2.3(d) hereof.

         4.4 TERMINATION FOR CAUSE; TERMINATION OTHER THAN FOR GOOD REASON. If
Executive's employment shall be terminated for Cause during the Employment
Period, this Agreement shall terminate without further obligations to Executive
other than for timely payment of Accrued Obligations (as provided in Section
4.1(a)). If Executive terminates employment with Subsidiary during the
Employment Period (excluding a termination for Good Reason or Retirement), this
Agreement shall terminate without further obligations to Executive, other than
for timely payment of Accrued Obligations (as provided in Section 4.1(a)).
Notwithstanding anything herein to the contrary, in no event shall Subsidiary be
obligated to pay Executive any Finder's Fees or retirement commissions after the
Date of Termination in the event of termination for Cause or termination by
Executive for other than Good Reason or Retirement.

                                      -8-
<PAGE>

         4.5 NON-EXCLUSIVITY OF RIGHTS. Except as provided herein, nothing in
  this Agreement shall prevent or limit Executive's continuing or future
  participation in any plan, program, policy or practice provided by Subsidiary
  and for which Executive may qualify, nor shall anything herein limit or
  otherwise affect such rights as Executive may have under any other contract or
  agreement with Subsidiary. Vested benefits which Executive is otherwise
  entitled to receive under any plan, policy, practice or program of, or any
  contract or agreement with, Subsidiary at or subsequent to the Date of
  Termination, shall be payable in accordance with such plan, policy, practice
  or program or contract or agreement except as explicitly modified by this
  Agreement.

         4.6 FULL SETTLEMENT; EXECUTIVE HAS NO DUTY OF MITIGATION. The payments
and arrangements set forth in this Section 4 are in full settlement of any and
all claims of Executive under this Agreement, and neither Subsidiary, the
Company nor any other member of the Unified Group shall have any other
obligation to Executive after Executive's Date of Termination. Executive shall
not be required to mitigate the amount of any payment provided for in this
Section by seeking other employment or otherwise, nor shall the amount of any
payment provided for in this Section be reduced by any compensation earned by
Executive as the result of employment by another employer after the Date of
Termination, or otherwise. The payments and arrangements in this Section 4
constitute further consideration for Executive's covenants set forth in Section
5, and Executive agrees that he shall abide by the terms of Section 5 in their
entirety and acknowledges that Section 5 continues to apply after any
termination of employment (other than a termination described in Section 4.2).

SECTION 5:        NON-COMPETITION.

         5.1 Non-Compete Agreement. It is agreed that during the Employment
Period and continuing until the later of (i) the date on which Executive ceases
to be entitled to receive any payments from Subsidiary pursuant to Section 2.3
hereof and (ii) the date three (3) years after the date of termination (for any
reason) of such employment (the Employment Period together with the later date
of (i) and (ii) is referred to herein as the "Restricted Period"), Executive
shall not, directly or indirectly, render services of any nature (except as
specifically permitted in Section 2.2(b)(iv)) within the Relevant Market Area
(as defined herein) as an employee, agent, representative, consultant, partner
or otherwise, to or for the direct or indirect benefit of any business that
competes with any member of the Unified Group; provided, however, the provisions
of this Section 5.1 shall not apply after the Date of Termination if Executive's
employment shall be terminated without Cause during the Employment Period. The
Relevant Market Area is the area within the fifty-mile radius of (i) each office
maintained by Subsidiary at any time during the Employment Period, and (ii) each
office maintained by the Company at any time during the Employment Period, and
(iii) each office maintained by any other member of the Unified Group during the
Employment Period. In addition, during the Restricted Period, Executive shall
not, directly or indirectly, either as an individual, partner or a joint
venturer, or in any other capacity, invest in, own or have any arrangement to
acquire (whether by option or otherwise) an interest in any Person or business
that is competitive with any member of the Unified Group, excluding any interest
in a publicly traded company which constitutes not more than one percent (1%) by
value of the equity securities of such company.

         5.2 NON-SOLICITATION OF EMPLOYEES. It is agreed that during the
Restricted Period, Executive shall not, either directly or indirectly, approach
or solicit (i) any Person employed by Subsidiary at any time during the
Employment Period and (ii) any Person employed by any other member of the
                                      -9-
<PAGE>

Unified Group at any time during the Employment Period, in each case with a view
towards enticing such person to work for Executive or any other Person or
encouraging such person to leave their current employment.

         5.3 NON-SOLICITATION OF CUSTOMERS. It is agreed that during the
Restricted Period, Executive shall not, either directly or indirectly, approach
or solicit (i) any Person who was a Customer of Subsidiary at any time during
the Employment Period, (ii) any Person who was a Customer of the Company at any
time during the Employment Period and in respect of which Executive had direct
or indirect contact or gained Confidential Information (as defined in Section
5.4) during such period, and (iii) any Person who was a Customer of any other
member of the Unified Group at any time during the Employment Period and in
respect of which Executive had direct or indirect contact or gained Confidential
Information during such period, if such direct or indirect approach or
solicitation (x) is made with a view towards diverting or attempting to divert
business from the Company, Subsidiary or any other member of the Unified Group,
or (y) consists of any action or communication that disparages or depreciates,
or tends to disparage or depreciate, the reputation, business practices, future
business prospects, policies or personnel (including officers, directors and
employees) of any member of the Unified Group.

         5.4 CONFIDENTIAL INFORMATION. For purposes of this Agreement,
"Confidential Information" shall mean any communication disclosed to Executive
or known by Executive as a consequence of or through his past, present or
prospective employment or business relationship with the Unified Group, not
generally known and available in the Unified Group's industries, which
constitutes the Unified Group's (including the Company's and Subsidiary's)
proprietary and non-public method(s) of doing business, including, but not
limited to, any information related to trade secrets, pricing formulas,
know-how, test data, Customer lists, Customer names, addresses, insurance
products, policy information, lists of files, all data, sales figures,
projections, budgets, forecasts and estimates, all personnel, accounting, tax
and other financial records, all other information concerning business and/or
affairs of any member of the Unified Group or any Customer, supplier, creditor,
employee or stockholder of the Unified Group, vendor lists, training and
operating manuals, software, reporting systems and any other information
identified from time to time by any member of the Unified Group as confidential.
Subsidiary and Executive acknowledge that during Executive's period of
employment by Subsidiary, the Unified Group will furnish Executive with
Confidential Information. Executive agrees both during his employment with
Subsidiary, whether under this Agreement or otherwise, and at all times
thereafter, that Executive, any company controlled by Executive, and the
officers, directors, partners, employees, affiliates, agents, representatives or
assigns of Executive or any such company (collectively "Representatives") shall
keep all Confidential Information in the strictest confidence and shall not
discuss, publish, communicate, transmit, reproduce or otherwise disclose such
Confidential Information, in any manner whatsoever, in whole or in part, without
the prior written consent of the Company, unless and until such time as the
Confidential Information becomes generally known in the Unified Group's
industries other than through a breach of this Agreement. Any written consent by
the Company to Executive's disclosure of Confidential Information, if given,
shall in no way operate as a waiver of Executive's obligation to maintain the
confidential nature of the material disclosed or to protect and preserve that
Confidential Information from disclosures so that it will receive confidential
treatment thereafter. Executive agrees to reimburse the Unified Group for any
damages sustained and costs and expenses, including attorneys' fees, incurred in
connection with an unauthorized disclosure of Confidential Information by
Executive, his Representatives or any other person or persons to whom Executive
or his Representatives previously had disclosed Confidential Information.
                                      -10-
<PAGE>

         5.5 REASONABLENESS OF COVENANTS. Executive acknowledges and agrees that
the covenants and agreements contained in this Section 5 are both reasonable and
reasonably necessary to protect the customer base, goodwill and going concern
value of Subsidiary and each member of the Unified Group, and Executive agrees
he shall not raise any issue of their reasonableness in any proceeding to
enforce such covenants and agreements.

         5.6 BLUE PENCILING; SEVERABILITY. The parties acknowledge that the
purpose of Section 5 is to protect the customer base, goodwill and going concern
value of Subsidiary and each member of the Unified Group, and the parties intend
that Section 5 shall be enforced to the maximum extent allowed by law. If any
court or other body having appropriate jurisdiction (including any panel of
arbitrators) shall determine that the area where competition is prohibited, the
time period during which competition is prohibited, the nature or duration of
prohibitions on solicitation of Customers or employees, or any other term of
this Section 5 is overbroad, then the area or time or other term shall be
reduced appropriately as the court or other body may determine is necessary to
make this Section 5 enforceable. If any provision of this Agreement is held (in
whole or in part) by a court of competent jurisdiction to be invalid, void or
unenforceable (either in general or as applicable to a particular circumstance),
the remaining provisions shall nevertheless continue in full force and effect to
the greatest extent possible and without being impaired or invalidated in any
way, and the offending provision shall remain applicable to any circumstances in
respect of which it is not so held to be invalid, void or unenforceable.

         5.7 SPECIFIC ENFORCEMENT. Executive agrees that any violation or breach
by Executive and/or his Representatives of any provision of this Section 5 would
cause immediate and irreparable harm to Subsidiary and/or the Unified Group, the
exact amount of which will be impossible to ascertain, and for that reason
further agrees that Subsidiary and/or the Unified Group shall be entitled, as a
matter of right, to an injunction out of the appropriate court of competent
jurisdiction (as set forth below), restraining any further violation or breach
of this Agreement by Executive and/or his Representatives, either directly or
indirectly, such right to an injunction being cumulative and in addition to
whatever remedies Subsidiary and the Unified Group may have under applicable law
and/or this Agreement. Subsidiary, the Unified Group and Executive hereby
irrevocably consent to the jurisdiction of the Circuit Court of Fayette County,
Kentucky or, if there is federal jurisdiction, the United States District Court
for the Eastern District of Kentucky, Lexington Division. Subsidiary, the
Unified Group and Executive waive any defense of an inconvenient forum to the
maintenance of any action or proceeding brought in such courts in connection
with this Agreement, any objection to venue with respect to any such action, and
any right of jurisdiction on account of the place of residence or domicile of
any party to such action. The remedies of Subsidiary and the Unified Group under
this Section 5.7 are not exclusive, and shall not prejudice any other rights
under this Agreement or otherwise. To the extent required to be enforceable by
applicable law, the cessation of Subsidiary's obligation to make payments or
continue benefits under this Agreement shall be deemed to be in the nature of
liquidated damages and not a penalty. Subsidiary also shall have the right to
require Executive to account for and pay over to Subsidiary all compensation,
profits, monies, accruals, increments or other benefits derived or received by
him as the result of any transactions constituting a breach of this Agreement.
The remedies of Subsidiary and the Unified Group under this Section 5 are not
exclusive, and shall not prejudice any other rights under this Agreement or
otherwise.

SECTION 6:        OWNERSHIP OF PAPERS AND INTELLECTUAL PROPERTY RIGHTS.

         6.1 PAPERS AND PROPERTY. Executive acknowledges the Unified Group's
(including Company's and Subsidiary's) exclusive right to ownership, possession
and title to all papers, documents, tapes, drawings, notebooks, formulas,
Customer lists, software, hardware, trademarks, trade names, service marks,
                                      -11-
<PAGE>

processes, data, intellectual property, or other records, information or
products prepared by Executive during employment (past, present and future) with
Subsidiary and/or any other member of the Unified Group or provided by
Subsidiary and/or any other member of the Unified Group, or which otherwise come
into Executive's possession by reason of employment with any member of the
Unified Group. Executive agrees not to make or permit to be made, except in
pursuit of Executive's duties hereunder, any copies of such items. Executive
further agrees to deliver to Subsidiary or the Company, upon request, all such
items in Executive's possession and without request to immediately deliver such
items upon the termination, voluntarily or involuntarily, of Executive's
employment.

         6.2 INVENTIONS. The term "Inventions" means all ideas, sales method,
inventions and discoveries, whether patentable, copyrightable or not, made or
conceived by Executive, whether or not during the hours of his employment or
with the use of the Unified Group's (including Company's and Subsidiary's)
facilities, materials or personnel, either solely or jointly with others, during
the term of his employment (past, present or future) with any member of the
Unified Group that relates to any present or prospective business of Subsidiary
or any other member of the Unified Group, including, but not limited to,
software, algorithms, designs, devices, processes, methods, formulae,
techniques, data storage systems, networks, servers and any improvements to the
foregoing.

                  6.2 (a) REPORT. Executive agrees to promptly disclose all
         Inventions to Subsidiary and the Company. Executive shall inform
         Subsidiary and the Company promptly and fully of such Inventions by a
         written report, setting forth in detail the structures, procedures and
         methodology employed and the results achieved. A report also shall be
         submitted by Executive upon completion of any study or research project
         undertaken on behalf of Subsidiary or any other member of the Unified
         Group, whether or not in Executive's opinion a given study or project
         has resulted in an Invention.

                  6.2(b) ASSIGNMENT AND PATENT. Executive hereby assigns and
         agrees to assign to Subsidiary all of his rights to such Inventions and
         to all proprietary rights therein, based thereon or related thereto,
         including, but not limited to, applications for United States and
         foreign letters patent and resulting letters patent. Upon the request
         of the Company or Subsidiary request and at Subsidiary's expense,
         Executive shall execute such documents and provide such assistance as
         may be deemed necessary by Subsidiary to apply for, defend or enforce
         any United States and foreign letters patent based on or related to
         such Inventions. Executive agrees to execute all documents reasonably
         requested by Company or Subsidiary to assist Subsidiary and/or any
         other member of the Unified Group in perfecting or protecting any or
         all of its rights in the Inventions.

                  6.2(c) COPYRIGHT. Executive acknowledges that all
         copyrightable Inventions are "works made for hire" and consequently
         that Subsidiary owns all copyrights thereto, including, but not limited
         to, 17 U.S.C. Sections 101 and 210. The Company, Subsidiary and their
         successors and assigns shall have the sole and exclusive right to
         register the copyright(s) in all such work in its name as the owner and
         author of such work and shall have the exclusive rights conveyed under
         17 U.S.C. Sections 106 and 106A, including, but not limited to, the
         right to make all uses of the works in which attribution or integrity
         rights may be implicated. Additionally, without in any way limiting the
         foregoing, Executive hereby assigns, transfers and conveys to
         Subsidiary, and its successors and assigns, all right, title or
         interest that Executive may now have, or may acquire in the future, to
         the work including, but not limited to, all ownership, patent (United
         States and foreign letters patent), trade secret, trade names and
         trademarks, copyright moral, attribution and/or integrity rights.
         Executive hereby expressly and forever waives any and all rights that
         Executive may have arising under 17 U.S.C. Section 106A, and any rights
                                      -12-
<PAGE>

         arising under any federal, state, territorial or foreign laws that
         convey rights which are similar in nature to those conveyed under 17
         U.S.C. Section 106A. Notwithstanding any provision of the Copyright
         Act, any and all copyrightable works constituting Inventions or
         prepared either in whole or in part by Executive in connection with his
         employment are, shall be, or shall become, owned by Subsidiary.

Section 7: ARBITRATION. Notwithstanding any other provision of this Agreement to
the contrary, and excluding the rights of Subsidiary and the Unified Group to
pursue injunctive relief pursuant to Section 5.7, any controversy or claim
regarding, arising under or pertaining to this Agreement which cannot be
resolved among the parties themselves shall be resolved solely by binding
arbitration in Lexington, Kentucky. The arbitration panel shall consist of three
arbitrators selected from list(s) of candidates provided by the American
Arbitration Association. Subsidiary shall be entitled to appoint one arbitrator
and Executive shall be entitled to appoint one arbitrator. The third arbitrator,
who shall be an attorney in good standing who is licensed to practice law in the
State of Kentucky and devotes more than one-half of his or her professional time
to the practice of employment law, shall be chosen by the two arbitrators so
appointed. If any person fails to appoint its arbitrator or to notify the other
person of such appointment within thirty (30) days after the institution of
arbitration proceedings, such other person may request the President of the
American Arbitration Association to appoint such arbitrator on behalf of the
person who so failed. If the two arbitrators appointed by (or on behalf of) the
parties fail to appoint such third arbitrator, or fail to notify the parties to
such proceedings of such appointment, within thirty (30) days after the
appointment of the later of such two arbitrators to be appointed by (or on
behalf of) the parties, any party may request such President to appoint such
third arbitrator. The President of the American Arbitration Association shall
appoint such arbitrator or such third arbitrator, as the case may be, within
thirty (30) days after the making of such request. The arbitration shall be
conducted in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (which rules may be modified by a majority of the
arbitrators serving) and the arbitration award, decree and/or order may grant
any remedy or relief deemed by the arbitrators to be just and equitable,
including the reasonable costs and expenses of such arbitration (including, but
not limited to, reasonable attorneys' fees and expenses, which fees and expenses
the parties expect will be awarded to the Person who prevails). No awards of
punitive damages shall be made. The arbitration award, decree and/or order shall
be final and binding on all parties to such arbitration. Judgment and/or decree
shall be entered (in conformity with such award, decree and/or order) in the
Circuit Court of Fayette County, Kentucky or, if there is federal jurisdiction,
the United States District Court for the Eastern District of Kentucky, Lexington
Division. Subsidiary, Executive and each other member of the Unified Group
irrevocably submit to the exclusive jurisdiction of the Circuit Court of Fayette
County, Kentucky or, if there is federal jurisdiction, the United States
District Court for the Eastern District of Kentucky, Lexington Division, for the
purpose of (a) entry of any such judgment and/or decree, or (b) entry of an
order to proceed with arbitration. Any such judgment, decree and/or order
entered by the Circuit Court of Fayette County, Kentucky, or the United States
District Court for the Eastern District of Kentucky, Lexington Division, and any
related order(s) of such court, may be endorsed as any other judgment, decree or
order of such court.

SECTION 8:        MISCELLANEOUS.

         8.1  ABILITY TO PERFORM.  Executive warrants that Executive's execution
and performance of this Agreement is not restricted or prohibited by any
agreement to which Executive is subject.

         8.2 TIME PERIODS. Any period of time measured under this Agreement by
days shall refer to calendar days and not business days. If the last day of any
such period falls on a Saturday, Sunday or holiday observed by commercial banks
in the city of Lexington, Kentucky, the last day of such period, for all
purposes of this Agreement (including the determination of the first day of each
succeeding period of time measured by days), shall be deemed to be the next
succeeding business day after such Saturday, Sunday or holiday. Any period of
time measured under this Agreement shall end at midnight, Lexington, Kentucky
time, on the last day of such period.

                                      -13-
<PAGE>

         8.3 NOTICE. For all purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given and received when (i) delivered or (ii) mailed by
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses as set forth below, or to such other
address as may have been furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.

                           Notice to Executive:
                           -------------------

                           Jack R. Orben
                           177 Soundview Avenue
                           White Plains, NY  10606

                           Notice to Subsidiary:
                           --------------------

                           Fiduciary Counsel, Inc.
                           36 West 44th Street, Suite 1412
                           New York, New York  10036
                           Attention:  President

                           With a copy to:

                           Charles H. Binger, Esq.
                           Unified Financial Services, Inc.
                           One Firstar Plaza, Suite 2605
                           St. Louis, Missouri  63101

         8.4  VALIDITY.  The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

         8.5 WITHHOLDING. Subsidiary may withhold from any amounts payable under
this Agreement such federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

         8.6 WAIVER. Executive's or Subsidiary's failure to insist upon strict
compliance with any provision hereof or any other provision of this Agreement or
the failure to assert any right Executive or Subsidiary may have hereunder,
including, without limitation, the right of Executive to terminate employment
for Good Reason pursuant to Section 3.4 shall not be deemed to be a waiver of
such provision or right or any other provision or right of this Agreement.

         8.7 ENTIRE AGREEMENT. All prior negotiations and agreements between the
parties hereto regarding Executive's employment are superseded by this
Agreement, and there are no representations, warranties, understandings or
agreements with respect to Executive's employment other than those expressly set
forth herein, except as modified in writing concurrently herewith or subsequent
hereto.

         8.8 AMENDMENT. This Agreement may be amended or modified in whole or in
part only by an agreement in writing executed by all parties hereto and making
specific reference to this Agreement.

         8.9 PRIORITY OF AGREEMENT. In case of any conflict or ambiguity in
connection with or between this Agreement and any policy manuals, including, but
not limited to, any employee manuals, employment applications, management
instructions or promises, etc., this Agreement shall control.

         8.10 EXPENSES; Costs. Each party hereto shall bear its own expenses
incident to preparing, negotiating and entering into this Agreement. If any
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the party who substantially prevails shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other relief to which he or it may be entitled.

         8.11 REVENUE CALCULATIONS. In the event of any disagreement between
Executive and Subsidiary with respect to the calculation of any monies due to
Executive pursuant Section 2.3(a), (b), (c) or (d) hereof, such disagreement
shall be resolved by the Company's independent public accountant. The
determination of such accountant shall be made in its sole discretion, based
upon generally accepted accounting principles, and shall be conclusive and
binding on each of Executive and Subsidiary.

         8.12 ASSIGNMENT. Subsidiary shall have the right to assign this
Agreement and its rights, together with its obligations, hereunder to its
successors or assigns or to any other member of the Unified Group (collectively,
"Permitted Assignees"). The terms "successors" and "assigns" shall include for
all purposes of this Agreement any Person that acquires all or substantially all
of Subsidiary's assets or business or all of its stock, or with which Subsidiary
merges or consolidates. The rights, duties and benefits to Executive hereunder
are personal to him, and no such right or benefit may be assigned by him.
                                      -14-
<PAGE>

         8.13 INTENDED BENEFICIARIES. This Agreement shall be binding upon
Executive, Subsidiary and their respective successors and assigns, and shall
inure to the benefit of Executive, Subsidiary, each member of the Unified Group,
their respective successors and assigns and Permitted Assignees. With the
exception of each member of the Unified Group, no third party may rely upon or
enforce any representation, warranty, covenant or other provision of this
Agreement.

         8.14 MUTUAL CONTRIBUTION. The parties to this Agreement and their
counsel have mutually contributed to its drafting. Consequently, no provision of
this Agreement shall be construed against any party on the ground that such
party drafted the provision or caused it to be drafted or the provision contains
a covenant of such party.

         8.15 COUNTERPARTS.   This   Agreement  may  be  executed  in  two  or
more counterparts, all of which taken together shall constitute one instrument.

         8.16 FIDUCIARY ALLIANCE.  Annually,  and within ten days of filing
with the Internal Revenue Service or any successor thereto, Executive shall
provide Subsidiary with a copy of any Federal tax return (including supporting
schedules) filed with respect to Fiduciary Alliance, Inc. or any successor
thereto.

                                   [remainder of page intentionally left blank]

                                      -15-
<PAGE>




         IN WITNESS WHEREOF, Executive and Subsidiary, pursuant to the
authorization from its Board, have executed or caused this Agreement to be
executed in its name, all as of the day and year first above written.

THIS CONTRACT IS GOVERNED BY KENTUCKY LAW AND CONTAINS A BINDING ARBITRATION
PROVISION. ALL DISPUTES ARISING IN CONNECTION WITH THIS AGREEMENT ARE SUBJECT TO
BINDING ARBITRATION IN LEXINGTON, KENTUCKY. EXECUTIVE HAS REVIEWED THESE AND THE
OTHER PROVISIONS OF THIS AGREEMENT WITH LEGAL COUNSEL OF HIS OWN CHOOSING.

                                "EXECUTIVE"


                                /s/Jack R. Orben
                                --------------------------------------------
                                   Jack R. Orben

                                "SUBSIDIARY"

                                Fiduciary Counsel, Inc.



                          By:  /s/ Vaughn H. Weimer
                               -----------------------------------------
                               Name: Vaughn H. Weimer Title: President


                                      -16-