EXHIBIT 10.8

                                  GROUND LEASE

THIS LEASE made and entered into this 23rd day of February, 2000, by and between
CHERRYWOOD DEVELOPMENT, LLC, a Kentucky limited liability company, whose mailing
address is 2560 Richmond Road,  Lexington,  Kentucky 40502 (the  "Lessor"),  and
FIRST SECURITY BANK OF LEXINGTON, a Kentucky banking corporation,  whose mailing
address is 400 East Main Street, Lexington, Kentucky 40507 (the "Lessee").

                              W I T N E S S E T H:

 Lessor and Lessee,  for and in  consideration  of the keeping by the parties of
their respective obligations hereinafter contained agree as follows:

                                    Article I

                                 Leased Premises

 Section 1.01.  Leased Premises.  Upon the terms and conditions  hereinafter set
forth,  and in  consideration  of the  payment of rents and the  performance  by
Lessee of the  covenants  and  agreements,  to be kept and  performed by Lessee,
Lessor  does  lease,  let,  and demise to Lessee and Lessee  hereby  leases from
Lessor,  the  property  situated,  lying and being at  ________________________,
Lexington,  Kentucky, being more particularly described as Lot No. 4 (consisting
of 0.59  acres of  land),  as shown on the  Final  Recorded  Plat of the  Atkins
Property,  Unit 2-B, of record in Plat  Cabinet  ___,  Slide ___, in the Fayette
County Clerk's  Office,  together with certain  easements for the benefit of the
premises,  all as  described  on Exhibit "A"  attached  hereto and  incorporated
herein  by  reference,   and  all  other  rights,   privileges,   easements  and
appurtenances   belonging  to  or  in  any  way   pertaining   to  the  premises
(collectively, the "Leased Premises").

                                   Article II

                             Term; Options to Renew

 Section 2.01.  Initial Term.  The initial term of this Lease shall  commence on
the 1st day of April,  2000, or the sixtieth  (60th) day following the recording
of a "Subdivision  Plat" described in Section  18.01(c)  below,  whichever shall
occur last, and shall continue for a term of five (5) years  thereafter,  unless
terminated  sooner as provided below ("Initial Term").  Lessor and Lessee,  upon
written  request of the other,  shall  execute a written  addendum to this Lease
setting forth the commencement date of the Initial Term.

 Section 2.02. Option to Renew. Provided that Lessee is not in default under the
terms of the Lease, Lessee shall have the option to renew the term of this Lease
for five (5) consecutive renewals terms of five (5) years each ("Renewal Term"),
under the same terms and  conditions  as the  initial  term,  except for rent as
provided for in Article III below. Lessee shall exercise such option to renew by
giving  Lessor  written  notice  not later  than  sixty  (60) days  prior to the
expiration of the initial term,  or the  then-current  renewal term, as the case
may be.

                                   Article III

                                   Annual Rent

 Section 3.01. Annual Rent. During the term of this Lease (including the Initial
Term and any Renewal Term),  Lessee shall pay to Lessor, at the Lessor's address
given  above,  or at such  other  places  as the  Lessor  may from  time to time
designate  in  writing,  annual  rent  as set  forth  below,  in  equal  monthly
installments,  in advance, commencing on the 1st day of the first lease year, as
follows:

   Lease Years                   Annual Rent                Monthly Rent

        1                         $55,000.00                $ 4,583.33*1


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        2                         $60,000.00                $ 5,000.00
        3-5                       $68,000.00                $ 5,666.67
        6-10                      $74,800.00                $ 6,233.33
        11-15                     $82,280.00                $ 6,856.67
        16-20                     $90,508.00                $ 7,542.33
        21-25                     $99,558.80                $ 8,296.57
        26-30                     $109,514.68               $ 9,126.22

  *1  Notwithstanding  the above,  Lessee shall pay to Lessor rent for the first
three (3) months of the first  lease  year,  in the manner  provided  above,  in
monthly  installments  of  Two  Thousand  Two  Hundred  Ninety  One  and  67/100
($2,291.67)  Dollars,  rather than Four Thousand  Five Hundred  Eighty Three and
33/100 ($4,583.33) Dollars.

      Section  3.02.  Past Due Rent.  If Lessee  shall  fail to pay any  monthly
      installment  of rent,  within ten (10) days of its due date,  such  unpaid
      installment  shall be subject to a penalty  equal to five (5%)  percent of
      the delinquent  rental  installment  plus interest at the rate of eighteen
      (18%)  percent  per annum on the amount of the unpaid  rental  installment
      from the date it becomes delinquent until the date it is paid in full.

      Section  3.03.  Costs Paid by Lessee.  It is the  intention and purpose of
      both  Lessor and Lessee to create by this  instrument  a lease of the kind
      commonly  referred  to as a "Carefree  Lease" or "Triple  Net Lease",  and
      accordingly,  Lessee agrees to bear,  pay for, and discharge not only such
      items as specifically agreed by the provisions of this Lease, but also all
      costs,  charges,  and expenses of every kind and nature to accomplish  the
      purpose  and  objective  of  creating a  "Carefree  Lease" or "Triple  Net
      Lease".

                                   Article IV

                                Payment of Taxes

      Section  4.01.  Payment of Taxes.  During the Initial Term and any Renewal
      Term, Lessee shall pay directly to the taxing  authorities,  and discharge
      as they become due, all ad valorem property taxes,  and other  assessments
      attributable  to the Leased  Premises;  however,  any ad valorem  property
      taxes or other  assessments for a tax year in which the Lease is effective
      for less than a full tax year shall be pro-rated between Lessor and Lessee
      as of the date of commencement of this Lease or the date of termination of
      this Lease.  Lessee shall have the right, at its own expense, to challenge
      any tax or  assessment;  however,  such  challenge  will not  relieve  the
      Lessee's  obligation  hereunder,  if any, to pay such taxes  promptly when
      due.

                                    Article V

                          Release/Subrogation/Insurance

      Section 5.01. Lessee's Release. Lessor, its agents, employees and servants
      shall not be liable,  and Lessee  waives all claims for damage to property
      and business  sustained  during the term of this Lease by Lessee occurring
      in or about Leased  Premises,  resulting  from the negligence of Lessee or
      arising out of the operation of Lessee's  business on the Leased  Premises
      and  Lessee   agrees,   subject   to  the   paragraph   hereof   captioned
      "Subrogation", to hold Lessor harmless from all claims.

      Section 5.02. Lessor's Release. Lessee, its agents, employees and servants
      shall not be liable,  and Lessor  waives all claims for damage to property
      and business  sustained  during the term of this Lease by Lessor occurring
      in or about Leased Premises,  resulting from the negligence of Lessor, and
      Lessor agrees, subject to the paragraph hereof captioned "Subrogation", to
      hold Lessee harmless from all claims.

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      Section 5.03.  Liability  Insurance.  During the Lease Term,  Lessee shall
      cause  to be  written  a  policy  or  policies  of  insurance  in the form
      generally known as general public liability insurance.  The policies shall
      insure Lessee against all claims and demands made by any person or persons
      for injuries  received in connection with the operation and maintenance of
      the premises,  improvements,  and buildings located on the Leased Premises
      and for any other risk  insured  against by such  policies.  Each class of
      policies  shall be written  with  limits of not less than One  Million and
      No/100  ($1,000,000)  Dollars  per  occurrence  and Two Million and No/100
      ($2,000,000)  Dollars  aggregate.  All such policies shall name Lessee and
      Lessor (and any mortgagee of Lessor,  provided  Lessor  advises  Lessee in
      writing  as to the  name and  address  of any  such  mortgagee),  as their
      respective  interests  may appear,  as the insured  persons.  Lessee shall
      promptly  deliver the  original or a duplicate  original of each policy or
      policies to Lessor as soon as they are  written,  together  with  adequate
      evidence of the fact that the premiums are paid.

      Section 5.04. Property Insurance.  During the Lease Term, Lessee will keep
      insured any and all buildings and  improvements  upon the Leased  Premises
      against all loss or damage by fire and windstorm, together with "all risk"
      coverage.  The amount of insurance  shall be for the full insurable  value
      thereof,  subject  to usual  and  customary  deductibles.  Such  insurance
      policy(ies)  shall name  Lessor  (and any  mortgagee  of Lessor,  provided
      Lessor  advised  Lessee in writing as to the name and  address of any such
      mortgagee) as an additional insured.

      Section 5.05. Copies of Insurance Policies. Lessee shall deliver to Lessor
      copies of all such  policies  along with the  receipted  bills  evidencing
      payment of the premiums for them.  Such policies shall provide that Lessor
      shall be given thirty (30) days written  notice prior to  cancellation  of
      any policy.

      Section 5.06. Limitations of Liability. Neither Lessor nor Lessee shall be
      liable to the other or anyone  claiming  by,  through  or under  Lessor or
      Lessee,  including  an insurance  carrier or  carriers,  for any damage to
      premises,  property  or  business  caused by any peril which is covered by
      standard "all risk"  insurance or for which either party may be reimbursed
      as a result of insurance  coverage  affecting any loss suffered by it. All
      of the  insurance  policies  required  hereunder  pertaining to the Leased
      Premises shall contain an endorsement by the respective insurance carriers
      waiving any and all rights of subrogation  against Lessor and Lessee,  and
      Lessor  and  Lessee  will  each  deliver  to the  other  evidence  of such
      endorsement prior to the commencement of this Lease.

                                   Article VI

                     Improvements, Repairs, and Alterations

      Section 6.01.  Improvements.  During the term of this Lease,  Lessee shall
      have the right, at Lessee's cost and expense,  to construct on any part or
      all of the  Leased  Premises,  at any time,  and from  time to time,  such
      buildings,  parking  areas,  driveways,  and other similar and  dissimilar
      improvements,  as Lessee, from time to time determines,  provided that (a)
      Lessee has  obtained  Lessor's  prior  written  approval of such  intended
      improvements  and exterior  landscaping  (which such approval shall not be
      unreasonably  withheld),  and (b) such improvements shall be in compliance
      with all applicable  building  codes and  ordinances,  including,  without
      limiting the generality of the foregoing, a banking facility, with a three
      (3) lane  drive-thru  window.  Notwithstanding  the  above,  any  building
      constructed upon the Leased Premises shall be of a "Colonial Williamsburg"
      design, or other similar period design.

      Section 6.02.  Repairs.  During the term of this Lease,  Lessee shall,  at
      Lessee's  cost  and  expense,  keep and  maintain  or cause to be kept and
      maintained in repair and good condition (ordinary wear and tear and damage
      by fire or other  casualty  and taking by eminent  domain  excepted),  all
      buildings and other improvements  constructed on the Leased Premises,  and
      shall use all reasonable precaution to prevent waste, damage or injury.

      Section 6.03.  Alterations.  During the term of this Lease, Lessee may, at
      Lessee's option and expense,  at any time and from time to time, make such
      alterations,  changes, replacements,  improvements and additions in and to
      the Leased Premises, and the buildings and improvements thereon, as it may
      deem   desirable,   including  the  demolition  of  any   building(s)  and
      improvement(s)  and/or  structure(s) that now or hereafter may be situated
      or erected on the Leased  Premises,  provided  that Lessee  first  obtains
      Lessor's  written  consent  (which such consent shall not be  unreasonably
      withheld).

<PAGE>

      Section 6.04. No Duty to Construct.  Nothing contained in this Lease shall
      impose an affirmative duty upon Lessee to construct any improvement on the
      Leased Premises at any time, or, if and when Lessee elects to construct an
      improvement,  to replace or rebuild  such  improvement  or to require  the
      continued  existence of such  improvement;  however (a) if Lessee fails to
      construct a banking  facility and open said  facility for business  within
      three(3) years of the date of this Lease, or (b) if after a casualty loss,
      Lessee fails to rebuild such  facility and reopen same within one (1) year
      of said casualty loss or such other mutually reasonable time period needed
      for Lessee to obtain all building  approvals  and/or  insurance  proceeds,
      then Lessor, at Lessor's election,  shall have the right to terminate this
      Lease upon ninety (90) days prior written notice to Lessee.  To the extent
      Lessor and Lessee  cannot agree on a  reasonable  time period in excess of
      one year for Lessee to rebuild  and reopen the  banking  facility  after a
      casualty  loss,  Lessor  and  Lessee  agree to submit the issue to binding
      arbitration.

      Section 6.05. Title to Improvements. During the term of this Lease, Lessee
      shall at all times  have  title to the  buildings  and other  improvements
      which Lessee  constructs  on or under the Leased  Premises.  Except as set
      forth below, upon the expiration,  termination or forfeiture of this Lease
      by any cause  whatsoever,  title to the buildings  and other  improvements
      located on the Leased  Premises  (excluding  Lessee's  personal  property,
      equipment and trade fixtures,  as more  particularly  described in Section
      17.01  and  Section  17.02  below)  shall  automatically  vest in  Lessor.
      Notwithstanding  the above,  within  ninety (90) days prior to the date of
      expiration of the initial term, or the  then-current  renewal term, as the
      case may be,  Lessee  may elect to remove  from the  Leased  Premises  the
      building and other improvements, restoring the Leased Premises to the same
      condition as required by Lessor under Section  18.01(e)  below.  If Lessee
      makes such an election,  then Lessee shall give Lessor  written  notice of
      the election on or before the ninetieth (90th) day preceding the aforesaid
      expiration  date,  and  shall  cause to  remove  the  building  and  other
      improvements on or before the aforesaid expiration date.

<PAGE>

                                   Article VII

                             Use of Leased Premises

      Section 7.01. Use of Leased Premises.  The Leased Premises may be used for
      a banking facility,  with a three (3) lane drive-thru  window, and related
      uses. Any other use of the Leased  Premises  shall require  Lessor's prior
      written  consent (which such consent shall not be  unreasonably  withheld,
      provided  that  Lessor may refuse to consent to a use which  would cause a
      conflict  with  any  other  leases  Lessor  may have  for  other  property
      adjoining the Leased Premises).

                                  Article VIII

                                    Utilities

      Section  8.01.  Utilities.  During the term of this Lease,  payment of all
      utilities  used upon or in connection  with the Leased  Premises  shall be
      paid by Lessee directly to the provider of such utility services.

                                   Article IX

                                Mechanics' Liens

      Section 9.01.  Mechanics' Liens.  Lessee shall not subject Lessor's
      interest in the Leased Premises to any mechanics' or materialmen's



      liens or other lien of any kind, except to the extent that the creation of
      such  lien or liens is  specifically  authorized  by a  provision  in this
      Lease.  Lessor  shall  have the  right to post the  Leased  Premises  with
      notices of non-responsibility for Lessee's improvements.

      Section 9.02.  Discharge of Liens.  Lessee shall not allow a lien or claim
      of any kind to be filed or claimed against Lessor's interest in the Leased
      Premises  during the continuance of this Lease. If such lien is claimed or
      filed, Lessee shall notify Lessor as soon as it has knowledge of such lien
      and, if and when Lessor gives written notice to Lessee  requiring  removal
      of the lien from the  Leased  Premises,  Lessee  shall  cause  the  Leased
      Premises  to be  released  from the claim  within  thirty  (30) days after
      receipt of such notice from Lessor.  Lessee will cause such release either
      by paying to the court the amount  necessary  to relieve  and  release the
      Leased  Premises from the claim, or in any other manner which, as a matter
      of law,  will  result,  within the thirty  (30) day period,  in  releasing
      Lessor and its title from the claim.  In no event will  Lessee  permit the
      loss of the Leased Premises through lien foreclosure or otherwise.

<PAGE>

                                    Article X

                 Default, Cumulative Remedies and Governing Law

      Section 10.01. Default by Lessee. Except as provided for in Section 10.02,
      if Lessee  defaults in the payment of a monthly  installment  of rent, and
      fails  to cure  same  within  ten (10)  days of  Lessor's  written  notice
      thereof,  or if Lessee fails to perform any other covenant or condition of
      this  Lease,  and fails to cure same  within  thirty (30) days of Lessor's
      written notice thereof, Lessor may declare this Lease terminated.  In such
      an  event,  Lessor  may  re-enter  upon any part of the  premises  and the
      building or  buildings  and  improvements  situated on it,  either with or
      without  process of law,  Lessee  waiving any demand for possession of the
      premises and all buildings and improvements situated thereon.

      Section  10.02.  Restriction  on  Termination.  Notwithstanding  any other
      provisions  contained in this Lease,  in the event the Lessee is closed or
      taken over by the banking  authority  of the State of  Kentucky,  or other
      bank supervisory  authority,  the Lessor may terminate the Lease only with
      the  concurrence  of such  banking  authority  or other  bank  supervisory
      authority,  and any such  authority  shall in any event have the  election
      either to continue or to terminate the Lease; provided,  that in the event
      this Lease is  terminated,  the  maximum  claim of Lessor  for  damages or
      indemnity for injury  resulting  from the rejection or  abandonment of the
      unexpired  term of the Lease  shall in no event be in an amount  exceeding
      the rent reserved by the Lease,  without  acceleration,  for the next year
      succeeding the date of the surrender of the Leased Premises to the Lessor,
      or the date of re-entry of the Lessor,  whichever  first  occurs,  whether
      before  or after the  closing  of the  bank,  plus an amount  equal to the
      unpaid rent accrued, without acceleration up to such date.

      Section  10.03.  Default by Lessor.  If Lessor  fails to perform any other
      covenant or condition of this Lease,  and fails to cure same within thirty
      (30) days of Lessee's  written  notice  thereof,  Lessee may declare  this
      Lease terminated.

      Section 10.04.  Remedies. In addition to the remedies set forth in Section
      10.01 and Section 10.02 above, Lessor and Lessee shall have all rights and
      remedies  which the laws of the State of Kentucky  assure to them; and all
      such rights and remedies  shall be  cumulative;  that is, Lessor or Lessee
      may  pursue  all rights  that the law and this  Lease  afford to them,  in
      whatever order they may desire and the law permits without being compelled
      to resort to any one remedy in advance of any other.

      Section  10.05.  Costs of  Enforcement.  If, at any time,  either party is
      required to enforce this Lease or to defend any action  arising out of the
      facts connected with or caused by reason of this Lease or occupancy of the
      Leased Premises,  the party seeking enforcement or defending an action, if
      successful,  shall be  entitled to payment by the other party of all court
      costs and  reasonable  attorneys'  fees incurred or expended in conducting
      the defense or in enforcing  the terms of this Lease.  Such amounts may be
      offset  against  rent,  in the case of  Lessee,  or in the case of Lessor,
      collected as though it was rent then maturing and coming due.

      Section 10.06.  Governing  Law. All of the rights and remedies of
      the parties shall be governed by the provisions of this instrument
      and by the laws of the State of Kentucky.

                                   Article XI

                  Lessor's Representations/Warranties/Covenants

      Section 11.01.  Lessor's Representations.  Lessor represents,
      warrants and covenants that:

      (a)   Lessor is lawfully seized of the Leased Premises and no
            other party has any right or option thereto or in connection
            therewith;

      (b)   Lessor has full right and power to enter into this Lease
            with respect to the Leased Premises;



<PAGE>

      (c)   The Leased Premises are free from all encumbrances  except those set
            out in Exhibit "B" attached hereto and incorporated herein;

      (d)   There are no  restrictions  or  stipulations  or  planning or zoning
            ordinances,  laws,  regulations or  restrictions  now in effect with
            respect to the Leased  Premises that would prevent the  construction
            and operation of a banking facility with a three (3) lane drive-thru
            window;

      (e)   To the  best  of  Lessor's  knowledge,  there  are no  environmental
            defects at, on or under the Leased Premises, and Lessor will provide
            Lessee with copies of all  environmental  studies it has obtained on
            the Leased Premises;

      (f)   There are no pending or, to the best knowledge of Lessor,
            threatened condemnation proceedings or actions affecting
            the Leased Premises;

      (g)   There are no pending or, to the best knowledge of Lessor, threatened
            actions  or legal  proceedings  affecting  the  Leased  Premises  or
            Lessor's interest therein;

      (h)   There are no unpaid special assessments for sewer, sidewalk,  water,
            paving,   electrical   or  power   improvements   or  other  capital
            expenditures or improvements, matured or unmatured;

      (i)   Lessor is not aware of any facts or circumstances which
            would materially adversely affect the use or value of the
            Leased Premises;

      (j)   Lessor,  to the best of Lessor's  knowledge,  knows of no reason why
            the  ground  would not be  suitable  for  construction  of a banking
            facility with a three (3) lane drive-thru window;

      (k)   Lessor is not obligated on any contract,  lease or other  agreement,
            written or oral,  with respect to the ownership,  use,  operation or
            maintenance of the Leased Premises, other than contracts, leases and
            agreements which have been disclosed to Lessee in writing;

      (l)   The Leased  Premises has access  through the private  street  system
            constructed  by Lessor as show on Exhibit "A",  which private street
            system  provides a valid means of ingress and egress to and from the
            Leased Premises, sufficient for Lessee's proposed use;

      (m)   The Leased  Premises has direct legal access to all  utilities at or
            within the boundaries of the Leased Premises of sufficient  capacity
            and type for Lessee's proposed use; and

      (n)   Lessee's  use of the Leased  Premises as a banking  facility  with a
            three (3) lane drive-thru  window does not violate any use clause or
            exclusivity clause in any agreement to which Lessor is a party.

      Section 11.02.  Survival.  All such representations, warranties and
      covenants set forth above shall survive the date of execution of
      this Lease.

                                   Article XII

                            Assignment and Subletting

      Section 12.01. Assignment and Subletting.  Lessee may, at any time, assign
      this Lease or sublet all or any  portion of the Leased  Premises  with the
      consent of Lessor,  which shall not be  unreasonably  withheld;  provided,
      however,  that no such  assignment or subletting  shall operate to release
      Lessee from its liability  under this Lease.  Lessee shall provide  Lessor
      with notice of any such assignment or subletting.

                                  Article XIII

                                  Condemnation

<PAGE>

      Section 13.01.  Eminent Domain.  If, during the term of this Lease, all or
      any  portion  of the  Leased  Premises,  or the  improvements  constructed
      thereon, is taken,  appropriated or condemned by reason of eminent domain,
      Lessor and Lessee shall divide the proceeds and awards in the condemnation
      proceedings,  abate the rent,  and make  other  adjustments  in a just and
      equitable  manner  under the  circumstances.  If Lessor and Lessee  cannot
      agree on a just and equitable division, annual abatement of rent, or other
      adjustments  within  thirty  (30) days after the award has been made,  the
      disputed  matters  shall,  by appropriate  proceedings,  be submitted to a
      court  having  jurisdiction  of the subject  matter for its  decision  and
      determination.  If legal title to the entire  premises is wholly  taken by
      condemnation  (or if the amount taken  prevents  the use of the  remainder
      left  following  condemnation  for Lessee's  purposes,  as  determined  in
      Lessee's  reasonable  judgment),  the Lease shall be  terminated as of the
      date of the taking.

      Section  13.02.  Apportionment.  Although  title to the building and other
      improvements placed by Lessee upon the Leased Premises will pass to Lessor
      upon  the   expiration  of  the  term  of  this  Lease,   for  purpose  of
      condemnation,  the fact that Lessee created the improvements on the Leased
      Premises shall be taken into account.  The  deprivation of Lessee's use of
      the improvements shall,  together with the remaining term of the Lease, be
      an item of damage in  determining  Lessee's  portion  of the  condemnation
      award. It is the general intent of this Article that,  upon  condemnation,
      the  parties  shall  share  in  their  awards  to the  extent  that  their
      respective  interests  are  depreciated,  damaged,  or  destroyed  by  the
      exercise of the right of eminent domain. If the condemnation is total, the
      condemnation award shall be allocated so that the then value of the Leased
      Premises,  as if it were unimproved property,  is allocated to Lessor, and
      the then value of the improvements thereon is allocated between Lessor and
      Lessee after giving due  consideration to the number of years remaining in
      the term of this Lease and the condition of the  improvements  at the time
      of condemnation.  Specifically,  if a condemnation award is granted within
      the Initial Term or the first renewal term of this Lease, the Lessee shall
      be entitled to one hundred  (100%)  percent of the award as it pertains to
      the building and other  improvements  so  constructed.  If a  condemnation
      award is granted  within  either the second  (2nd) or third (3rd)  renewal
      terms, the Lessee shall be entitled to fifty (50%) percent of the award as
      it pertains to the building.

                                   Article XIV

                              Environmental Matters

      Section 14.01. Lessee's Covenant. Lessee covenants with Lessor that Lessee
      will not unlawfully generate, store or dispose of any Hazardous Substances
      (as defined below)on the Leased  Premises.  Lessee agrees to indemnify and
      hold  Lessor  harmless  from  any  and all  costs,  expenses,  damages  or
      liabilities  incurred by or imposed upon Lessor,  directly or  indirectly,
      arising  out of or  attributable  to (a)  the  use,  generation,  storage,
      release,  threatened  release,  discharge,  disposal (on or off the Leased
      Premises)  or  presence  on,  under or about the  Leased  Premises  of any
      Hazardous Substances relating to the operations of the Lessee or occupants
      on the Leased Premises after the  commencement of this Lease;  and (b) any
      release or threatened  release of Hazardous  Substances  which are located
      in, at or under the Leased  Premises after the  commencement of the Lease.
      Lessee agrees that such indemnity shall include the continued migration of
      any Hazardous  Substance  which occurs  because of any existing  Hazardous
      Substance release after the commencement of the Lease.

      Section 14.02.  Lessor's  Representation and Warranties.  To Lessor's best
      knowledge  and  belief,  no  toxic  or  hazardous  substances  or  wastes,
      pollutants or contaminants (including, without limitation,  asbestos, urea
      formaldehyde,  the group of  organic  compounds  known as  polychlorinated
      biphenyls,  petroleum products including gasoline, fuel oil, crude oil and
      various  constituents  of such products,  and any hazardous  substances as
      defined in the  Comprehensive  Environmental  Response,  Compensation  and
      Liability Act of 1980 ("CERCLA"),  42 U.S.C. ss. 9601-9657, as amended) or
      any similar state or local laws relating to any such  substances,  wastes,
      pollutants or contaminants (collectively "Hazardous Substances") have been
      generated,  treated, stored, released or disposed of, or otherwise placed,
      deposited  in or located on the Leased  Premises by Lessor or, to Lessor's
      best  knowledge  after  diligent  investigation,  by any  other  owners or
      occupants of the Leased Premises.

<PAGE>

      Section 14.03.  Indemnification of Lessee.  Lessor agrees to indemnify and
      hold  Lessee  harmless  from  any  and all  costs,  expenses,  damages  or
      liabilities  incurred by or imposed  upon Lessee  directly or  indirectly,
      arising  out of or  attributable  to (a)  the  use,  generation,  storage,
      release,  threatened  release,  discharge,  disposal (on or off the Leased
      Premises)  or  presence  on,  under or about the  Leased  Premises  of any
      Hazardous Substances relating to the operations of the Lessor or owners or
      occupants  on the Leased  Premises  at the  commencement  of this Lease or
      prior to such  commencement;  and (b) any release or threatened release of
      Hazardous Substances which are located in, at or under the Leased Premises
      as of the  commencement  of the Lease.  Lessor agrees that such  indemnity
      shall include the continued  migration of any  Hazardous  Substance  which
      occurs  because of any  existing  Hazardous  Substance  release.  Lessor's
      obligation to indemnify and hold Lessee  harmless  hereunder shall survive
      expiration or termination  of the Lease.  The disclosure to or acquisition
      of knowledge by Lessee prior to termination of the Lease of the current or
      past  existence  of  Hazardous  Substances  on the Leased  Premises  or of
      possible claims or liability  relating thereto,  shall not modify,  limit,
      waive or diminish the liability of Lessor under this paragraph.

                                   Article XV

                                  Subordination

      Section  15.01.  Subordination.  This Lease  shall be  subordinate  to any
      mortgage  or  mortgages  which  may be  placed  upon the  Leased  Premises
      subsequently,  but only if the  mortgagee  under any such  mortgage  shall
      covenant in writing  that  Lessee's  leasehold  interest  under this Lease
      shall not be foreclosed or otherwise disturbed in any action brought under
      such mortgage if at the time of the bringing of an action to foreclose the
      Lessee is not in default in the payment of rent or in the  performance  of
      any other material  obligation under this Lease,  with due allowance to be
      given for the  payment of any past due rent or for the  correction  of any
      other  default  by the Lessee  within  the  period of any notice  given or
      required to be given by the terms of this Lease.

                                   Article XVI

                                 Quiet Enjoyment

      Section 16.01.  Quiet Enjoyment.  So long as Lessee keeps and performs all
      of its covenants  and  conditions  under this Lease,  it shall have quiet,
      undisturbed,  and  continued  possession  of the  premises,  free from all
      claims  against  Lessor and all  persons  claiming  under,  by, or through
      Lessor.

<PAGE>

                                  Article XVII

                                Personal Property

      Section  17.01.  Personal  Property.  In the event that Lessee  constructs
      improvements  on  the  Leased  Premises,   it  is  possible  that  certain
      furniture,  fixtures  and  equipment  to be installed by the Lessee in the
      Leased  Premises are or may be either leased by the Lessee or purchased by
      the Lessee from a lessor or conditional seller,  otherwise hypothecated to
      a "Third Party". Therefore, all of such furniture,  fixtures and equipment
      installed by the Lessee in the Leased  Premises  shall at all times be and
      remain personal  property,  regardless of the method in which the property
      of the Lessee and/or such "Third Party" is attached or fixed to the Leased
      Premises.  The Lessor  specifically agrees that its rights, if any in such
      furniture,  fixtures  and  equipment  shall at all  times be  subject  and
      subordinate to the rights of any such "Third Party", it being specifically
      agreed by the Lessor that any such "Third  Party"  shall have the right to
      remove the furniture,  fixtures or equipment  from the Leased  Premises in
      the event of the  default of the Lessee in  complying  with any  agreement
      relating to such  furniture,  fixtures and equipment.  Lessee shall repair
      any material  damage caused to the Leased  Premises by any such removal at
      its expense.  Lessor shall  execute any  additional  waivers,  consents or
      other documents reasonably required by Lessee or any such "Third Party" to
      effectuate the terms of this paragraph.

      Section 17.02. Bank Specific Systems and Equipment.  Lessee shall have the
      right to remove all "bank specific systems and equipment"  installed in or
      upon the Leased Premises, and used in the operation of the Leased Premises
      as a banking  facility,  including,  but not limited to, night deposit box
      facilities,  automated teller machines, safety deposit boxes, vault doors,
      teller deposit boxes, and drive-thru equipment and air tubes.

                                  Article XVIII

                               Execution of Lease

      Section  18.01.  Execution of Lease.  Lessor and Lessee are hereby
      executing  this Lease,  subject to Lessee's  ability to obtain the
      following:

      (a)  Written   approval  from   Department   of  Financial   Institutions,
           Commonwealth of Kentucky,  and Federal Deposit Insurance Corporation,
           approving  (i)  Lessee's   application  for  the   establishment  and
           operation of a branch bank, (ii) Lessee's  operation of a branch bank
           upon the Leased  Premises,  and (iii) Lessee's entry into this Lease,
           upon the terms and conditions set forth herein;

      (b)  Final approval of the Board of Directors of Lessee approving Lessee's
           entry into this Lease upon the terms and conditions set forth herein;

      (c)  A copy of the recorded  subdivision plat creating the Leased Premises
           ("Subdivision  Plat"), which plat shall be in substantial  conformity
           with Exhibit "A";

      (d)  All necessary zoning and building permits, including signage permits,
           and all  other  government  agency  approvals  necessary  for (i) the
           construction  of a banking  facility with a three (3) lane drive-thru
           window,  (ii) the  creation of not less than two (2) proper curb cuts
           permitting  ingress and egress to and from Walden Drive to the Leased
           Premises,  and the natural  flow of  vehicular  traffic on the Leased
           Premises,  and (iii) the displacement of surface water collected upon
           the Leased  Premises  into a  retention  basin to be  constructed  by
           Lessor, on Lessor's remaining property, as shown in yellow on Exhibit
           "A" to this Lease;

<PAGE>

      (e)  Evidence that Lessor,  in compliance with all applicable  ordinances,
           regulations   and  codes,   has  completed  the  development  of  the
           subdivision known as Adkins Property,  Unit 2-B, Lexington,  Kentucky
           ("Subdivision"),  but  not  limited  to  (i)  the  completion  of the
           Subdivision's private street system as shown on the Subdivision Plat,
           including all entries from Tates Creek Road, (ii) the installation of
           all underground utilities (water, gas, electric,  sanitary sewer, and
           storm sewer)  services for the  Subdivision,  and has brought same to
           the  boundary  of Leased  Premises,  with all such  services to be of
           sufficient capacity to permit Lessee to operate upon the Premises the
           proposed banking facility, (iii) the construction the retention basin
           on Lessor's remaining property,  as shown in yellow on Exhibit "A" to
           this Lease,  and  constructed  all ancillary  drainage  swells and/or
           lines  necessary to permit the natural flow of service water from the
           boundary of the Leased Premises to said retention easement,  and (iv)
           final  grade of the  Leased  Premises,  leaving  said  premises  in a
           condition suitable for site development.

           Lessee  agrees to use its best  efforts to obtain the  approvals  set
           forth in subparagraphs (a), (b) and (d) above.

           Section 18.02.  Lessee's Right to Cancel Lease. Lessee shall have the
           right to terminate this Lease, without further obligations to Lessor,
           if Lessee,  within  ninety (90) days of the date of execution of this
           Lease,  has been unable to obtain all of the necessary  approvals set
           forth in Section 18.01 above, to Lessee's reasonable satisfaction. If
           Lessee is unable to obtain all of the necessary approvals referred to
           in Section 18.01 above,  within said period,  and same be as a result
           of  the  failure  of  Lessor  to  complete  the  development  of  the
           subdivision  and to record  the  Subdivision  Plat,  then  Lessee may
           extend  said  period for an  additional  period  ending the  sixtieth
           (60th) day following the recording of the Subdivision  Plat. Upon the
           expiration  of the ninety (90) day period (or as the case may be, the
           extended period), Lessee shall give written notice to Lessor advising
           Lessor of Lessee's  intent to cancel  this Lease.  Failure to provide
           Lessor with such notice shall constitute Lessee's waiver of the right
           to terminate this Lease.

                                   ARTICLE XIX

                             FIRST RIGHT OF REFUSAL

           Section  19.01.  First Right of Refusal.  If Lessor  receives  from a
           third party a bona fide offer to purchase the Leased Premises, before
           Lessor  may accept  such an offer,  Lessor  must  first give  written
           notice to Lessee of said  offer.  Lessee  shall have thirty (30) days
           from the date of  receipt  of said  offer,  to  provide  Lessor  with
           written  acceptance of the offer,  upon the same terms and conditions
           as set forth  therein  (but in  addition  thereto,  such  sale  shall
           include all rights of Lessor in and to this Lease). If Lessee accepts
           said offer,  closing shall take place within sixty (60) days from the
           date of  acceptance.  Lessee may elect to assign  Lessee's  rights to
           purchase  the  Leased  Premises  to  the  parent  of  the  Lessee,  a
           subsidiary  of the Lessee,  or other entity wholly owned by Lessee or
           its parent.  If Lessee  fails to accept said offer  within the thirty
           (30) days provided  herein,  Lessor may proceed to sell to said third
           party in  accordance  with the terms of the offer.  If Lessor has not
           consummated  a sale  within one hundred  eighty  (180) days after the
           expiration of Lessee's option rights hereunder,  the restrictions and
           options herein  provided shall be restored and shall continue in full
           force  and  effect,  and so long as these  restrictions  and  options
           remain in effect the Lessor shall not thereafter sell or transfer the
           Leased  Premises  without  first  giving the Lessee  notice as herein
           provided and otherwise complying with the foregoing provisions.

                                   ARTICLE XX

                                  Miscellaneous

           Section  20.01.  Force  Majeure.  If Lessor  or  Lessee  is  delayed,
           hindered,  or prevented from performing any act required hereunder by
           reason of strikes,  lockouts,  labor  troubles,  inability to procure
           materials,   failure  of  power,   restrictive   government  laws  or
           regulations,  riots, insurrection, the act, failure to act or default
           of the other  party,  war, or other reason  beyond its control,  then
           performance  of the act shall be excused for the period of the delay.
           In that  event,  the period for the  performance  of the act shall be
           extended for a period equivalent to the period of the delay.

<PAGE>

           Section 20.02. Estoppel Certificates. Lessor or Lessee shall, without
           charge,  at any time and from time to time hereafter,  within fifteen
           (15) days after the others' written request of the other,  certify by
           instrument  duly  executed  and  acknowledged  to  any  mortgagee  or
           purchaser or proposed mortgagee or proposed  purchaser,  or any other
           person, firm, or corporation specified in the request as to:

           (a)  Whether this Lease has been supplemented or amended,
                and, if so, the substance and manner of the supplement
                or amendment;

           (b)  The validity and force and effect of this Lease, in
                accordance with its tenor as then constituted;

           (c)  The existence of any default thereunder;

           (d)  The existence of all offsets, counterclaims, or
                defenses thereto on the part of the other party;

           (e)  The commencement and expiration dates of the term
                of this Lease; and

           (f) All other matters that may reasonably be so requested.

           Any such certificate may be relied upon by the party who requested it
           ad any other person, firm, or corporation to whom it may be exhibited
           or delivered, and the contents of the certificate shall be binding on
           the party executing it.

           Section 20.03.  Short Form of Lease.  Lessor or Lessee shall,  at any
           time, at the other's request, promptly execute duplicate originals of
           an instrument,  in recordable  form,  which shall  constitute a short
           form of  lease.  This  will set  forth a  description  of the  Leased
           Premises,  the term of this  Lease,  and any other  portion  thereof,
           except for the rental provisions, requested by either party.

           Section 20.04. No Personal Recourse.  No personal liability
           shall attach to any of Lessee's present or future shareholders,
           officers, or directors, for any obligation hereunder or in
           connection herewith.

           Section 20.05.  Income Tax  Deductions  and Credits.  Only Lessee may
           take  deductions  and credits on its tax  returns for the  buildings,
           structures,  improvements,  changes, alterations, repairs, additions,
           and installations, and for their depreciation or cost recovery.

           Section  20.06.  Covenants  Running with Land;  Binding  Effect.  All
           covenants, conditions, and obligations contained herein or implied by
           law are covenants running with the land and shall attach and bind and
           inure to the benefit of Lessor and Lessee and their respective heirs,
           legal representatives,  successors,  and assigns, except as otherwise
           provided herein.

           Section 20.07.  Non-waiver.  No waiver of a breach of any covenant in
           this Lease shall be construed to be a waiver of any succeeding breach
           of the same covenant. No delay or failure by either party to exercise
           any right under this Lease, and no partial or single exercise of that
           right,  shall constitute a waiver of that or any other right,  unless
           otherwise expressly provided herein.

           Section 20.08.  Holding Over. If Lessee shall remain in possession of
           the Leased Premises after the expiration or other termination of this
           Lease,  Lessee shall be deemed a tenant of the Leased  Premises  from
           month to month and  subject to all the terms and  provisions  of this
           Lease, except only as to the term of this Lease.

           Section  20.09.  Written  Modifications.  No  modification,  release,
           discharge,  or waiver of any provision  hereof shall be of any force,
           effect,  or value unless signed in writing by the party foregoing its
           rights, or such party's duly authorized agent or attorney.

<PAGE>

           Section 20.10. Entire Agreement.  This instrument contains the entire
           agreement  between the parties  hereto as of this date. The execution
           hereof  has not been  induced  by  either  party by  representations,
           promises,  or  understandings  not  expressed  herein.  There  are no
           collateral  agreements,   stipulations,   promises,  or  undertakings
           whatsoever  upon  the  respective  parties  in any way  touching  the
           subject matter of this instrument  which are not expressly  contained
           in it.

           Section 20.11. Notices. All notices between the parties in connection
           with this Lease shall be in accordance  with its terms.  Notice shall
           be given by  registered  or certified  mail,  deposited in the United
           States mails with postage prepaid.  The notices shall be addressed as
           follows:

           For Lessor:

                  Cherrywood Development, LLC
                  3399 Tates Creek Road
                  Lexington, Kentucky 40502

           With a copy to:

                  Mr. Phil Greer
                  P.O. Box 54465
                  Lexington, Kentucky 40555-4465

           For Lessee:

                  First Security Bank of Lexington
                  Attn: Julian Beard, President
                  400 East Main Street
                  Lexington, Kentucky 40507

           With a copy to:

                  Fleming, Horstmeyer & Fleming
                  Attn: Kermin E. Fleming
                  200 West Vine Street

                  Suite 700
                  Lexington, Kentucky 40507

           Either party may change the place for giving notice by written notice
           in the manner set forth in this Section.

<PAGE>

           Section  20.12.  Liability  Continued.  All  references to Lessor and
           Lessee mean the persons who, from time to time, occupy the positions,
           respectively,  of  Lessor  and  Lessee.  However,  this  shall not be
           construed as relieving a person of any  liability  incurred by reason
           of or in connection with it having been Lessor or Lessee at one time.

           Section  20.13.  Real Estate Broker.  Lessor and Lessee,  each to the
           other, acknowledge that they have not utilized the services of a real
           estate  broker  licensed  under the laws of the State of  Kentucky in
           connection with this transaction. Lessor and Lessee agree to hold the
           other  harmless  from any and all  claims  from any such real  estate
           broker,  agent,  realtor  or  others,  asserting  a claim  for such a
           commission through said party.

           Section  20.14.  Headings.  Headings  in this Lease are for
           convenience and reference only and shall not be used to
           interpret or construe its provisions.

           Section 20.15.  Time of Essence. Time is expressly declared
           to be of the essence of this Lease.


           Section 20.16.  Exhibits.  Attached hereto are certain
           exhibits, all of which are hereby incorporated herein as an
           integral part of this Lease.

           IN WITNESS  WHEREOF,  Lessor and Lessee have hereunto set their hands
           and seals, the day and year above written.

                                     LESSOR:

                                       CHERRYWOOD DEVELOPMENT, LLC,
                                       a Kentucky limited liability company

                                       BY: RML Construction, RLLP
                                       Kentucky registered limited liability
                                       partnership, Member

                                       BY: /s/ D.Ray, Ball, Jr.
                                           D. RAY BALL. JR., Managing Member

                                       BY: /s/ Phil G. Greer
                                           PHIL G. GREER, Member

                                       BY: /s/ Frank Sadler
                                           FRANK SADLER, Member

                                     LESSEE:

                                       FIRST SECURITY BANK OF LEXINGTON,
                                       a Kentucky banking corporation

                                       BY:/s/ Julian E. Beard
                                          JULIAN BEARD, President

<PAGE>

STATE OF KENTUCKY

COUNTY OF FAYETTE

 The foregoing  instrument was subscribed,  sworn to, and acknowledged before me
on this the 24th day of February,  2000, by D. Ray Ball, Jr., as Managing Member
of RML Construction RLLP, a Kentucky registered limited liability partnership,on
behalf of said partnership, as Member of Cherrywood Development,  LLC a Kentucky
limited liability company, on behalf of said company.

My Commission Expires:



NOTARY PUBLIC, STATE AT LARGE


STATE OF KENTUCKY

COUNTY OF FAYETTE

 The foregoing  instrument was subscribed,  sworn to, and acknowledged before me
on this the 23rd day of February,  2000, by Julian Beard,  as President of First
Security Bank of Lexington,  a Kentucky banking  corporation,  on behalf of said
corporation.

My Commission Expires:June 14, 2000



/s/ Donna Ann Collins

NOTARY PUBLIC, STATE AT LARGE



Prepared By:

Fleming, Horstmeyer & Fleming
200 West Vine Street

Suite 700
Lexington, Kentucky 40507
(606) 255-6806

BY:/s/Kermin E. Fleming
   KERMIN E. FLEMING
<PAGE>