EXHIBIT 10.2

                                    CONTRACT

         This agreement, made and entered into this 14th day of November 1999 by
and between BSC, Inc. of 450 Old Vine Street, Lexington,  Kentucky,  hereinafter
referred  to as BSC and  First  Security  Bank  of  Lexington,  KY,  hereinafter
referred to as First Security Bank.

                                   WITNESSETH:

         That for good and  valuable  consideration,  the same  being the mutual
covenants  contained  herein BSC and First  Security  Bank agree and contract as
follows:

1.       DESCRIPTION OF SYSTEM

         BSC will provide  "on-line" data  processing  service to First Security
Bank in Lexington,  using the  Comprehensive  Banking  System (CBS)  software of
Orlando, Florida. The software modules included in this system are:

         a.       Common File Subsystem - A single, real-time, on-line parameter
                  file which controls all processing.
         b.       Customer Information File Subsystem - A centralized file which
                  automatically tracks and correlates all of a customer's
                  banking relationships.
         c.       Proof of Deposit Subsystem - A central point of distribution
                  and control for all monetary transactions.
         d.       Transactions  Subsystem - An integrated  deposit  system which
                  handles  the  processing  of  all  transaction-based   deposit
                  products,  including  Checking,  Regular  Savings,  Club, NOW,
                  Money Market, etc.

         e.       Loan Subsystem - A combined system which supports the
                  automated processing of Real Estate, Commercial, and Consumer
                  Lending operation.
         f.       Time  Subsystem - A system for  processing  all  investment or
                  term-deposit  accounts  including CD, TDOA,  IRA,  SEP,  Keogh
                  accounts, Repurchase Agreements, etc.

         g.       General  Ledger  Subsystem  -  An  integrated  accounting  and
                  financial  control  system  designed to support  the  detailed
                  information requirements of the entire organization.

2.       DESCRIPTION OF SERVICES

         The service provided by BSC will also include the following features:

         a.       First  Security Bank or BSC entry,  update,  and retrieval (by
                  authorized  employees)of  data stored in a central  processing
                  unit  located  on BSC  premises  through  the  use of  display
                  stations and printer located at First Security Bank.

         b.       An average response time for "on-line" users at First Security
                  Bank display stations not to exceed eight seconds.
         c.       Access to the system during all work days and regular work
                  hours of First Security Bank.
         d.       The daily capture of the proof and transit items with
                  transmission of all data needed to update the subsystems.


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         e.       The ability to process  data in  batches,  if desired by First
                  Security Bank personnel,  and to have high volume output, such
                  as transaction  listings and master  listings,  printed at BSC
                  and delivered to First Security Bank on an emergency basis.

         f.       The utilization of data base management concepts and
                  techniques built into the system software operating on the
                  central processing unit.
         g.       The maintenance of BSC's standard backup and recovery
                  procedures which
                  1) provide for off-site storage of backup versions of
                     data files and programs,
                  2) ensure proper control of the status of data files and
                     their activity since last backup,
                  3) provide for alternative location availability for
                     operation in emergency situations, and
                  4) activate  reconstruction  procedures  for data lost through
                     hardware or software malfunction,  operator error, or other
                     unforeseen destruction.

3.       DESCRIPTION OF HARDWARE

         The hardware BSC will use in order to provide this service will include
         the following:

         a.   Located at BSC
              1)  Central processing unit with magnetic disk, diskette and
                  tape storage,
              2)  Multiple display stations,
              3)  Line printers,
              4)  One digital service unit
         b.   Located  at First  Security  Bank,  Lexington,  KY 1) One  on-line
              display stations and/or PC emulation cards, 2) One system printer,
              3) One communication  controller with Ethernet connection,  4) One
              digital service unit.

         c.   Communication line between BSC and First Security Bank.



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4.       MAINTENANCE

         BSC will at its  expense,  maintain  all  equipment  furnished to First
Security Bank in good and proper  working  order with any necessary  maintenance
and repair performed in a timely fashion.  In the event that repair of equipment
named herein is necessary  and the loss of use of said  equipment  during repair
causes  hardship to First Security Bank, BSC will furnish  similar  equipment on
loan until the original equipment is restored to proper working order.

5.       COURIER SERVICE

         First Security Bank shall provide for all courier service.

6.       FEE SCHEDULE

         The  monthly  fee that First  Security  Bank  agrees to pay BSC for the
performance  of the above services will be $4,000.00 for the first twelve months
and  $6,000.00 for the  remaining  months of the  contract,  such monthly fee to
become due and payable by the tenth of the month following services rendered.

         TRAINING SERVICES

         Additional  training services may be performed either at First Security
Bank or at BSC,  for a fee of  $400.00  per day.  Training  necessitated  by new
releases or updates by the CBS software  vendor are excluded from any additional
charges.

8.       ADDITIONAL PROGRAMMING SERVICES

         Programming  service for major  modifications or major additions to the
above system after their  installation  shall be performed for a contracted  fee
not to exceed  $60.00 per hour at the time such  modifications  or additions are
defined.

9.       DURATION AND TERMINATION

         The period of this contract  shall be for twenty four (24)  consecutive
months beginning with the date of this contract.

10.      INSURANCE

         BSC is covered under the standard business policy which includes errors
and  omission  coverage  with a  liability  limit of  $1,000,000.00  and blanket
employee dishonesty protection with a liability limit of $100,000.00.

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11.      YEAR 2000

         BSC  certifies  that the CBS  software  system used by BSC will be Year
2000  compliant  and will operate with no disruption  to First  Security  Bank's
business after December 31, 1999.

12.      AUDITS

         BSC will provide First Security Bank, on an annual basis, a copy of the
current year financial and operation audits conducted by BSC's independent third
party CPA or CPA firm.

13.      PROPRIETARY NATURE OF DATA

         It is agreed that all data and  information  furnished  to BSC by First
Security  Bank are to be regarded by the parties as  confidential  and are to be
held in confidence  and  safekeeping  by BSC for the sole use of First  Security
Bank.

14.      LIMITATION OF LIABILITY

         BSC  agrees to use due care in  processing  First  Security  Bank work,
which  care shall  conform to proper  data  processing  standards.  BSC shall be
responsible  for correcting any errors which are due to machine  malfunctions or
programming error,  provided that such errors are reported to BSC within 60 days
of receipt of information by First Security Bank.

15. This contract,  and written  amendments  thereto,  contain all the terms and
conditions  agreed upon by the parties hereto,  and no other agreement,  oral or
otherwise,  regarding  the subject  matter of this  contract  shall be deemed to
exist  or to  bind  any of the  parties  hereto.  All  previous  communications,
representations,  warranties, promises, conditions, or agreements of any kind or
nature whatsoever shall not be binding upon the parties unless incorporated into
this contract  directly or by reference.  This contract  covers and includes the
entire agreement between the parties.

16.     This contract shall be governed by the laws of the Commonwealth of
Kentucky both as to interpretation and performance.



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         IN WITNESS  WHEREOF,  the  parties  hereto,  individually  and by their
respective and duly authorized officers, have hereunto set their name.

                                            BSC, INC.


DATE:  11-14-99                                     President

                                            First Security Bank
                                            Lexington, Kentucky


                                                     President

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