EXHIBIT 10.4

                       BUSINESS/MANAGER LICENSE AGREEMENT

Private Business, Inc. (PBI) and First Security Bank of Lexington, Inc.
(Licensee) entered into this Agreement on July 24 , 1998.

The BUSINESS/MANAGER SYSTEM,(System), is a product offered by PBI which includes
software and marketing  strategies which assist the Licensee with development of
its  commercial  customer  base.  PBI is not a  franchiser  and the sale of this
SYSTEM to Licensee is not intended to create a franchise relationship.

As developer of the System, and the accompanying Flex-O-Pay software, PBI is the
exclusive  owner of all  trademarks,  trade names,  copyrights,  service  marks,
source and/or  object codes,  updates and  revisions,  documentation,  marketing
systems, supplies and other confidential and propriety materials associated with
the accounts  receivable  funding and billing systems known as  BUSINESS/MANAGER
and Flex-O-Pay (software), respectively.

The parties agree as follows:

 (1)     GRANT OF LICENSE.  Subject to the terms and conditions that follow,
         PBI grants  to Licensee:

         (a) The right to offer the System to its customers and use the licensed
         documentation   throughout  the  term  defined  under  this  Agreement.
         Licensee  understands that the rights received under this Agreement are
         neither  exclusive nor transferable.  The term "customer"  includes all
         customers of Licensee  while  specifically  excluding  other  financial
         institutions.

         (b) The right to use PBI's software.

         (c) The right to  provide  business  owners the  supplemental  Business
         Owner Benefits program (BOB) to each established customer of the System
         free of charge.

         (d) The right to attend PBI-sponsored seminars.

         (e) The right to insure  accounts  who are using the System.  To become
         insured,  Licensee  must  file  a  separate  application  with  Private
         Business  Insurance,   L.L.C.  Once  Licensee's  application  has  been
         approved  Licensee  must pay  additional  fees in  accordance  with the
         payment  schedule  covered in Paragraph 8 of this  Agreement.  Licensee
         understands that this additional  amount does not constitute a premium,
         as PBI pays all premiums on this insurance policy.  Rather,  these sums
         represent  payment  made to PBI  for the  inclusion  of  Licensee  as a
         beneficiary under the PBI policy.

         (f) The right to use  Database  Management  Products  offered by PBI to
         assist Licensee in marketing the System.

 (2)     PROTECTION OF PRODUCT AND USE OF SERVICES.  Licensee  understands  that
         the System, and the software included in the System, are valuable trade
         secrets and the  exclusive  property of PBI. As such,  Licensee and its
         agents  may  neither  share  the  licensed   materials  or  information
         communicated to it by PBI with third parties nor use these materials in
         ways  not  expressly  incorporated  into  this  license.   Furthermore,
         Licensee  shall not attempt to hire or employ any  current  employee of
         PBI without the prior written consent of PBI.

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         All  materials  used for the  System  shall  at all  times  remain  the
         property of PBI. Upon  termination  of this  Agreement,  Licensee shall
         immediately return all software,  documentation,  marketing  materials,
         and other property associated with the System and belonging to PBI.

 (3)     SOFTWARE MODIFICATION AND CODE. The Licensee agrees to use the software
         as provided by PBI and understands  that it cannot be modified  without
         the prior written  approval of PBI. If such  modifications  are made by
         Licensee or its agents,  such alterations  constitute  derivative works
         owned by PBI in which PBI has exclusive rights. As such,  Licensee must
         provide a copy of all derivative works to PBI along with the associated
         source and object code.  Licensee is prohibited from making  duplicates
         of the software in excess of that number  required by the Licensee.  In
         the event PBI becomes  bankrupt or is  otherwise  unable to perform its
         services,  the source code  underlying  the licensed  software has been
         deposited  in  escrow  with  Suntrust  Bank,  5030  Thoroughbred  Lane,
         Brentwood, Tennessee, and will be made available to Licensee.

 (4)     WARRANTIES  AND  LIMITATION  OF  LIABILITIES.  PBI  warrants  that  the
         software  provided will perform  substantially  in accordance  with the
         accompanying  written  materials  and  will be  free  from  defects  in
         materials and  workmanship.  However,  PBI cannot  warrant the software
         from failure which is the result of accident,  abuse or misapplication.
         PBI will  replace  defective  media  or  documentation  free of  charge
         provided  Licensee returns such items to PBI within 90 (ninety) days of
         the date of delivery.  If PBI is unable to replace  defective  media or
         documentation within 90 (ninety) days following the receipt of returned
         materials,  PBI will  refund the license  fee and this  Agreement  will
         terminate without further remedy.  PBI provides this software on an "as
         is" basis and disclaims all other  warranties,  to the extent permitted
         by applicable law, both express and implied, including, but not limited
         to, warranties of merchantability and fitness for a particular purpose.
         In no event shall PBI be liable for any special, incidental,  indirect,
         or consequential  damages whatsoever  (including,  without  limitation,
         damages for loss of business profits,  business  interruption,  loss of
         business information or other pecuniary loss) arising out of the use of
         this  product.  If  Licensee  is ever faced with a claim as a result of
         using  any of the  licensed  tradenames  or  marks  of  PBI,  PBI  will
         indemnify and hold harmless Licensee for any such claim.

 (5)     SOFTWARE  MAINTENANCE.  As long as Licensee uses the System and related
         software,  Licensee shall pay PBI an annual software maintenance fee of
         one thousand  five  hundred  dollars  ($1,500.00).  Payment of this fee
         entitles Licensee to all software updates, any necessary training,  and
         technical   support.   However,   Licensee  is   responsible   for  the
         installation of the software. PBI will not bill the initial maintenance
         fee until the first anniversary date of this Agreement.

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 (6)     OPERATION OF SERVICE.  Licensee agrees to maintain qualified  personnel
         and adequate  hardware to operate the System.  To assist Licensee,  PBI
         will provide on-site training at the bank,  hands-on  software training
         at  PBI's  national  training  center  in  Brentwood,  Tennessee,  help
         Licensee solicit customers for the System, and designate a PBI Business
         Development  Manager (BDM) to work with Licensee.  A BDM is a full-time
         employee  of PBI who is  acceptable  to the  Licensee  and will aid the
         Licensee  in  developing  customers  for the  System.  PBI will have no
         involvement  with  or  responsibility  for  credit  decisions  made  by
         Licensee in purchasing  receivables  under the System.  If Licensee and
         its Customer agree, PBI may arrange  alternative  funding for customers
         of  Licensee  who are  denied the  opportunity  to  participate  in the
         System. Licensee agrees to use its best efforts to actively promote the
         System and will  initiate  an employee  rewards  program to promote it.
         During the term of this  Agreement,  Licensee is prohibited from either
         offering  the  system of any PBI  competitor  or  engaging  a factor to
         purchase the accounts receivable of its customers.

 (7)     PROMOTIONAL  AND  OPERATING  MATERIALS.  Licensee  agrees to market the
         System to its commercial  customers via letter and/or brochure  mailing
         at least one time per year. Specialized forms and promotional materials
         for the System shall be purchased by Licensee from PBI, at a reasonable
         cost, or from  printers  which have been granted the right to reproduce
         the forms or materials for resale to PBI's  Licensees.  For the cost of
         one dollar  ($1.00),  PBI agrees to license any reputable and competent
         printer to reproduce these forms or materials for use by Licensee.  Any
         postage and shipping  charge for  materials  sent to Licensee  shall be
         billed separately by PBI.

 (8)     FEE FOR SERVICES.  The  Licensee,  for the rights  received  under this
         Agreement,  will pay PBI the sum of $14,950.00  when this  Agreement is
         executed.  Of this sum, one thousand dollars ($1,000.00)  satisfies the
         software  licensing fee and the balance  represents  consideration  for
         training,   employee   education,   continuing  support  and  marketing
         programs.  Licensee  shall also pay or assign to PBI an amount equal to
         1.9% (one and nine - tenths percent)of the total receivables  purchased
         by Licensee  initially and through the first  end-of-period  processing
         from each new System customer.  After the initial fee is paid, Licensee
         shall  pay  or  assign  to  PBI a  monthly  ongoing  fee  equal  to 35%
         (thirty-five  percent) of the total service charge or discount  charged
         (as defined in the customer's  agreement with the Licensee) against the
         receivables purchased from each System customer. Once Licensee's System
         portfolio  reaches two million  dollars  ($2,000,000.00)  in cumulative
         initial purchase  balances,  the ongoing  percentage will be reduced to
         30% (thirty percent)in each subsequent month for each System customer.

 (9)     REPORTING.  No later  than the fifth  (5th) day of the month or at each
         end-of-period,  whichever comes first,  Licensee will report the amount
         of  receivables  purchased on the System during the preceding  month to
         PBI.  Licensee  shall remit payments to PBI based upon these reports no
         later  than  the  fifteenth  (15th)day  of  the  month  following  each
         end-of-period.  During  the term of this  Agreement,  PBI may audit the
         System at Licensee's site upon giving Licensee fifteen (15)days notice.

 (10)    TERM.  Unless  terminated  as  provided in Section 11, the term of this
         Agreement  shall be five (5) years from the date of its  execution.  On
         the  anniversary  date marking the  expiration  of the initial five (5)
         year term, this Agreement shall automatically renew unless either party
         notifies  the other in  writing  of their  intent  not to renew.  To be
         effective,  such notice must be received  one hundred and twenty  (120)
         days prior to the expiration of the prior term.

 (11)    TERMINATION WITH NOTICE.  After providing  written notice to the
         offending party of a reason for termination, and allowing the offending
         party thirty (30) days to cure, if the offending fails to cure the
         default,  this Agreement shall immediately terminate.  If PBI is the
         defaulting party, all obligations of the parties, except for those
         pertaining to the return of proprietary information, will cease. If
        Licensee is the defaulting  party,  the  obligations of Section 12 still
         apply. The events that warrant premature termination are:

         (a)  Licensee or PBI fails to perform or comply with a material term or
              covenant contained in this Agreement.

         (b)  Licensee fails to pay PBI any fees due to PBI.



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         (c)  Licensee or PBI becomes insolvent or seeks protection, voluntarily
              or involuntarily,  under any bankruptcy law. In the event of PBI's
              bankruptcy, the provisions of Section 3 shall apply.

In the event of termination, PBI may:

         (i)  Declare all amounts owed to PBI immediately due and payable;

         (ii) Require that the Licensee  cease  further use of the System or any
              portion  thereof  and  immediately  return the  licensed  product,
              documentation and copies thereof;

         (iii)Cease performance of all of PBI's obligations without liability;
              and

         (iv) Exercise any other right or remedy available.

 (12)    POST-TERMINATION   PROCEDURES.  Upon  termination  of  this  Agreement,
         Licensee shall immediately  discontinue use of the System and all trade
         names,  trademarks,  copyrights,  software programs, signs and forms of
         advertising  indicative  of  the  System  and  return  all  proprietary
         materials to PBI  immediately.  If Licensee  refuses or fails to comply
         with  these  provisions,  Licensee  will  reimburse  PBI for all costs,
         including  reasonable  attorney's  fees and other expenses  incurred to
         enforce such provisions.

In the event Licensee  terminates  this  Agreement,  and in recognition of PBI's
business strategy,  proprietary information and experience required to establish
and  maintain  the  System,  Licensee  agrees  that if it elects to  continue an
accounts  receivable or factoring program similar to the System, the new program
must  be  developed   independently  and  without  reference  to  any  of  PBI's
proprietary information covered by this Agreement.

Following  termination,  Licensee  is no  longer  obligated  to pay  PBI for new
customers placed on any new accounts receivable program subsequently established
by Licensee.  However,  Licensee  shall continue to pay PBI ongoing fees for all
accounts originally  established on Licensee's System that are later transferred
to the new accounts  receivable  program for a period of forty-eight (48) months
following  termination in accordance with the fee schedule  described in Section
8. As before,  Licensee shall provide PBI monthly  reports and fees on a monthly
basis as outlined in Paragraph (9) above.

(13)     GENERAL PROVISIONS. This Agreement shall become effective when executed
         by an authorized officer of PBI in Brentwood,  Tennessee,  and shall be
         binding upon the parties,  their successors and assigns. This Agreement
         manifests  the entire  agreement  between  the  parties  regarding  the
         subject  matter  hereof  and   supersedes  all  prior   understandings,
         writings,  proposals,   representations  or  communications,   oral  or
         written,  of either party.  This Agreement may be modified by a written
         amendment signed by authorized  representatives of both parties. If any
         provision  of  this  Agreement  or its  application  to any  person  or
         circumstance  is held invalid,  such  invalidity  does not affect other
         provisions or  applications of this Agreement which can be given effect
         without  the  invalid  provision  or  application,  and to this end the
         provisions are severable.

 (14)    ASSIGNMENT.  This Agreement may not be assigned by Licensee absent
         written authorization by PBI.  Any unauthorized attempt at assignment
         shall be deemed invalid.



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 (15)    APPLICABLE LAW. This Agreement shall be deemed executed in the State of
         Tennessee.  As such, the rights and duties of the  contracting  parties
         shall be governed,  controlled,  interpreted  and defined in accordance
         with the laws of the State of  Tennessee.  Any  disputes  arising  with
         respect  to this  Agreement,  shall  either be heard by the  applicable
         court in Williamson County, Tennessee or if mutually agreeable, settled
         through binding  arbitration in Nashville,  Tennessee,  pursuant to the
         rules of the American Arbitration Association.

 (16)    CONFIDENTIALITY.  The Licensee agrees to retain in confidence the terms
         of  this   Agreement   and  all   Addendums   attached   hereto.   Said
         confidentiality  agreement  extends to  Licensee's  employees,  agents,
         representatives, Board of Directors and Officers. Licensee acknowledges
         that  the  terms  of this  Agreement  and the  attached  Addendums  are
         confidential information not to be communicated to third parties.

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By Sales Representative: Tom Moltini by JRA


LICENSE

First Security Bank of Lexington, Inc.
Name of Financial Institution

400 East Main Street, Lexington, KY  40507
Address

/s/Julian E. Beard
By/Title
Julian E. Beard, Chairman and President

PRIVATE BUSINESS, INC.
Lea Hoffman
Accepted by
VP & General Counsel
Title

The foregoing Agreement is hereby approved by the undersigned,  at the executive
office of PBI, on this 11th day of August, 1998 at Brentwood Tennessee.

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                                 REFUND ADDENDUM

The licensing fee of $14,950.00 is fully  refundable for twelve (12) months from
date of the execution of the  Business/Manager  Licensing  Agreement if Licensee
cooperates* in promoting and supporting the Business/Manager  SYSTEM, but is not
successful in putting two businesses on the program or $100,000.00 in cumulative
purchase balances.

*Minimum Cooperation (defined):

o Bank will participate in the Network  Marketing  through  Database  Management
  program sponsored by PBI.

o Bank will conduct a minimum of one (1) Business Development day per month.

o Bank selects suitable  Program  Director  (Respected bank officer who leads by
  example, and is positive and enthusiastic about Business/Manager.)

o Bank selects  qualified  Operations  Director/Process  Coordinator  (Strong PC
  background and people skills who is teachable, and enjoys new challenges.)

o The Program  Director  and  Operations  Director or Process  Coordinator  will
  attend a scheduled training program in Brentwood, TN at Private Business, Inc.
  in order to learn the proper operation of Business/Manager.

o All bank personnel involved in Business/Manager will attend initial "kick-off"
  meeting in the bank represented by Private Business, Inc.

o Bank will offer a  Business/Manager  incentive (or an equivalent)  program for
  bank personnel  participating in Business/Manager that specifically applies to
  cooperation with Private Business, Inc.'s Business Development efforts.

                                      July 24, 1998
                                      Date

                                      First Security Bank of Lexington, Inc.
                                      By: /s/ Julian E. Beard
                                              President and CEO
                                      Name/Title (Bank Representative)

                                      /s/ Thomas C. Martin
                                      Name/Title (PBI Representative)




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