EXHIBIT 10.7

         THIS LEASE made and entered into this 31st day of October, 1997, by and
between THOMCO,  Inc., a Kentucky  Corporation of Louisville,  Jefferson County,
Kentucky,  Party of the First Part,  hereinafter  referred to as  "Lessor",  and
FIRST SECURITY BANK OF LEXINGTON, INC., a Kentucky banking Corporation, with its
principal office at 400 East Main Street Lexington, Kentucky, 40507 Party of the
Second Part, hereinafter referred to as "Lessee";

                                WITNESSETH THAT:

         For and in  consideration  of the money  rental,  terms and  conditions
hereinafter  provided  for and set forth,  Lessor does hereby lease unto Lessee,
and Lessee  does hereby  hire from  Lessor,  the  following  described  property
("Leased Premises") situated in Lexington, Fayette County, Kentucky, to-wit:

            Beginning  at a point in the  easterly  property  line of  Southview
            Drive, comer to Southland Subdivision,  Unit 1; thence with the line
            of  Southland  Subdivision,  Unit 1 S 430 09' E 175 feet to a point:
            thence at right angles with said line of Southland  Subdivision Unit
            1,  in a  northeasterly  direction,  145  feet  to a  point  in  the
            southwesterly  line of a 30 foot private  roadway,  thence with said
            line of said  private  roadway in a  northwesterly  direction to the
            aforesaid  easterly  property line of Southview  Drive;  thence with
            said easterly line of Southview Drive in a  southwesterly  direction
            to the point of the beginning  known as 2100 Southview  Drive (a/k/a
            2100  Longview  Drive)  as  shown  on the  atitached  plan  which is
            incorporated  herein,  including  rights to all parking areas on the
            Leased Premises.

         1.  The  initial  term of this  lease  shall be five  years,  beginning
November  1, 1997.  The Lessee  shall be entitled  to  extensions  of this lease
consisting  of three  additional  terms of (5) years  each.  The lease  shall be
automatically  extended for the next five year term and  thereafter,  unless the
Lessee has provided the Lessor with Ninety (901 days written notice prior to the
termination  of the then existing term of its intent not to extend the lease for
another  term.  Each  five-year  term shall be on the same terms and  conditions
herein,  except for the rental  amount which shall be determined as set forth in
Exhibit "A".

         2. Lessee shall pay to Lessor as money rental for said premises:

                  (a) During the initial five (5) years of the term,  the rental
shall be at an annual rate of Forty-Five Thousand Five Hundred Dollars ($45,500)
payable, in advance,  in twelve (12) equal monthly  installments of Thirty-Seven
Hundred  Ninety-Two  Dollars  ($3,792.00)  upon the  first day of each and every
month of said five years.

<PAGE>

                  (b) During the first five (5) year extension of the term, said
annual money rental shall be increased in  accordance  with the procedure in the
Increased  Rental  Adjustments  set forth in Exhibit  "A",  attached  hereto and
incorporated  herein by  reference,  and paid in equal monthly  installments  as
provided for during said first five (5) years.

                  (c)  During the second  five (5) year  extension  of the term,
said annual money rental shall be increased in accordance  with the procedure in
the Increased Rental  Adjustments set forth in Exhibit "A",  attached hereto and
incorporated herein by reference,  and paid in equal monthly  installments as is
provided for during said first five (5) years.

                  (d) During the third five (5) year extension of the term, said
annual money rental shall be increased in  accordance  with the procedure in the
Increased  Rental  Adjustments  set forth in Exhibit  "A",  attached  hereto and
incorporated herein by reference,  said paid in equal monthly installments as is
provided for during said first five (5) years.

         3.  Lessee  shall use the Leased  Premises  for its banking and related
purposes;  and shall not assign the lease or sublet the Premises, in whole or in
part,  without  the  written  consent  of  Lessor,  which  consent  shall not be
unreasonably  withheld.  In any  event  it  shall  be a  condition  of any  such
assignment or subleasing that Lessee shall remain personally liable for the full
performance  of all the  terms  and  conditions  thereof.  This  restriction  on
assignability  and continued  liability  shall not include any assignment to any
bank  holding  company of which  said bank is a  wholly-owned  subsidiary  which
assignment is expressly permitted.

         4. Lessee, at its expense, may:

                  (a) make such alterations to the interior of the building upon
the Leased  Premises as may be reasonably  necessary for its banking  business-,
provided,  that no such  alterations  shall  in any way  affect  the  structural
integrity of the building;

                  (b) erect and maintain on the Leased Premises signs reasonably
necessary for its banking and related business;

                  (c) install such fixtures and equipment as may be necessary
for the conduct of banking and related business;

                  (d) all mechanical  equipment  including,  without limitation,
heating and air conditioning  units,  shall be repaired and maintained by Lessee
at  its  expense;   unless  such  mechanical   equipment  is  determined  to  be
unrepairable as provided in section 4(e) herein;

                  (e)  said  repairs  and  maintenance  shall be  executed  by a
mechanical  contractor  acceptable to both Lessor and Lessee. The units shall be
serviced no less than twice per year and all filters  shall be changed by Lessee
no less than four times per year and Lessee shall be responsible for maintaining
the record of all such servicing.  Should the designated  mechanical  contractor
declare a piece of equipment  unrepairable and in need of replacement the Lessor
shall fund the cost of the  replacement  provided  that all acts of Lessee taken
pursuant to this paragraph shall comply with all applicable building, zoning and
other regulations and codes:

<PAGE>

         Upon the termination of this lease, Lessee, if it has complied with all
of its  obligations  under this  lease,  may remove  said  signs,  fixtures  and
equipment,  and upon request of Lessor, shall at its expense,  remove all or any
part of same, and shall restore the Leased  Premises to the condition which same
were in  prior to the  installation  or  making  of any  such  signs,  fixtures,
equipment or alterations, ordinary wear and tear excepted.

         5. Lessee shall, at its expense:

                  (a) Keep the Leased Premises and all  improvements  thereon in
good and sightly  condition  and perform  all  routine  maintenance  and repairs
thereon except: roof, gutters, downspouts, exterior paint, blacktop and relining
of blacktopped areas,  structural portions of the building and exterior surfaces
of the building, interior repair and maintenance of items not considered routine
maintenance  (including,  but  not  limited  to,  burst  water  pipes  or  major
electrical  problems)  which are not the result of Lessee's  negligence,  all of
which shall be the responsibility and expense of the Lessor. Lessee specifically
agrees to be responsible  for ice and snow removal and plate glass doors and all
windows.

                  (b) Cut the  grass  and  install,  maintain  and  replace,  as
necessary, all planting upon the demised premises.

                  (c) Pay all  utilities  and landfill  user fees for the Leased
Premises as a result of its occupancy under this lease.

                  (d)  During  the  term  of  this  lease  or any  extension  or
extensions  thereof,  pay all real estate ad valorem  taxes  levied  against the
Leased Premises and any improvements and personalty thereon.

                  (e) (1)  Casualty  Insurance.  Lessor  shall carry a policy of
fire and extended  coverage  insurance from a company  acceptable to both Lessor
and Lessee which insures the Building,  including the Leased  Premises,  against
loss or damages by fire or other casualty provided,  however,  that Lessor shall
not be responsible  for, and shall not be obligated to insure against,  any loss
of or  damage  to any  personal  property  or trade  fixtures  of  Lessee or any
additional  improvements  which  Lessee may  construct  on the Leased  Premises.
Lessor shall pay all of the yearly  premiums  due upon said  policy,  and Lessee
shall  reimburse  Lessor for the yearly  premiums.  Lessor  waives all rights of
subrogation  under any such coverage.  Any such policies shall provide that they
may not be canceled or otherwise  terminated on less than thirty (30) days prior
written  notice  to  Lessee.  Lessor  shall  furnish  Lessee  with a copy of all
Certificates of insurance evidencing such coverage.

                  (e) (2) Lessee's  Insurance.  Lessee, in order to enable it to
meet its obligation to insure against the  liabilities  specified in this Lease,
shall at all times during the term of this Lease carry, at its own expense,  for
the protection of Lessee and Lessor, as their interests may appear,  one or more
policies of general public  liability and property damage  insurance,  issued by
one or more insurance companies  acceptable to Lessor (such acceptance not to be
unreasonably withheld), with the following minimum coverages:

         A.       Workers Compensation      - -      Minimum statutory amount
         B.       Comprehensive General     - -      Not less than $1,000,000
                  Liability Insurance                Combined single limit for
                  including Blanket                  both bodily injury and
                  Contractual Liability              property damage
                  Broad Form Property

                  Damage, Personal Injury,
                  Fire Damage
<PAGE>

 Such insurance  policy or policies shall name Lessor as an additional  insured,
as its interest may appear,  and shall  provide that they may not be canceled or
otherwise  terminated  on less than  thirty  (30) days prior  written  notice to
Lessor. Lessee shall furnish Lessor with a copy of all Certificates of insurance
evidencing such coverages.

        6. Other Lessee Obligations

                  (a)  Should  Lessee  terminate  this  lease,  Lessor  may upon
written request of Lessor, made by certified mail, return receipt requested,  at
least thirty (30) days prior to the  termination of this lease,  or the lease as
extended,  that Lessee, at its expense,  completely remove the vault, including,
without limitation,  all walls and any elevated floor thereof, in such manner as
not to in any way reasonably  interfere with the future use or usability of said
building,  and shall perform any repairs to the building  necessitated  by, such
removal  to the  reasonable  satisfaction  of  Lessor  ordinary  wear  and  tear
excepted,  all to be completed not later than 30 days following the  termination
date of this lease or any extended term hereof, but Lessee shall not be required
to perform any removal or restoration to a condition  which did not exist at the
time this lease was  executed  and shall be restored  to a condition  reasonably
similar to that shown in photographs  attached hereto as Exhibit B. All Lessee's
personalty, including the vault door and the vent and safety deposit boxes shall
be, and remain the  property  of Lessee,  and may be removed by it upon any such
termination of this lease,  provided Lessee has performed all of its obligations
hereunder.

                  (b) Lessee shall  indemnify and hold Lessor  harmless from any
and all  claims  of any kind and  type,  not due to the  acts or  negligence  of
Lessor,  or its  agents,  servants or  employees,  arising out of, or in any way
connected with, the use or occupancy by Lessee of the Leased Premises,  together
with all costs, fees and expenses which may be reasonably  incurred by Lessor as
a result thereof.

                  (c) Lessee will not permit any labor or materialman's  lien or
any  other  kind  or  type  of hen or  claim,  arising  out of or in any  manner
connected with Lessee's use or occupancy of the Leased Premises,  to be asserted
against the Leased Premises or any improvements thereon; and should any such hen
or claim,  be so asserted,  Lessee shall  satisfy and effect the  discharge  and
removal of same as expeditiously  as possible;  Provided,  however,  that should
Lessee,  in good  faith  desire to  contest  any such hen or claim it may do so,
provided  that all proper steps to so contest same are  promptly  initiated  and
prosecuted to conclusion by Lessee; and that the provisions of this subparagraph
shall in no way be so  construed  to reduce or affect  Lessee's  obligations  to
Lessor under this lease.

                  (d) Lessee will not permit the unreasonable obstruction of any
public streets,  sidewalks or entry ways adjacent to the Leased Premises nor any
lawful  rights of ingress or egress  which may exist by operation of law and for
which Lessee has actual notice.

<PAGE>

                  (e)  If  requested  by  Lessor,   by  certified  mail,  return
requested,  at least thirty (30) days prior to the termination of this lease, or
the lease as extended, Lessee, at its expense, shall remove the drive-in islands
and black-top  area to a level with the adjoining  black-top to be completed not
later than 30 days following the termination date of this lease, or any extended
term hereof,  but shall not be required to perform any removal or restoration to
a condition which did not exist at the time this lease was executed.

        7.1 Casualty

                  (a) In the event  the  Leased  Premises  is  damaged  by fire,
explosion  or any  other  casualty  which  cannot be  restored  by Lessor to its
original condition within ninety (90) days from the date of such casualty, or if
the Leased Premises are totally destroyed by such casualty, then both the Lessee
and the Lessor have the right to terminate this Lease upon written notice to the
other party within thirty (30) days of the date of such casualty.

                  (b) If neither  party elects to so  terminate,  Lessor  shall,
within  forty-five  (45)  days of the  date  of the  casualty,  commence  actual
construction  and restoration of the Leased  Premises to its original  condition
and proceed with due diligence until  completed.  Any changes in the restoration
required by Lessee which increases the cost of the restoration shall be paid for
by the Lessee. During such restoration, Lessor shall keep the parking areas free
and clear of debris and materials and vehicles.

                  (c) If neither  party has elected to terminate  and Lessor for
any reason  fails to commence the actual  construction  and  restoration  within
forty-five  (45)  days  after  the date of  written  notice  from  Lessee of the
casualty,  or commences within such time period but fails to complete the actual
construction and restoration within forty-five(45) days after such commencement,
then Lessee shall have the right,  but not the  obligation,  to: (1) perform the
restoration  at the sole cost and expense of Lessor in which event the insurance
proceeds shall be either paid to Lessee from any escrow or otherwise  reimbursed
by Lessor to Lessee, and in addition thereto,  Lessor shall reimburse Lessee for
any cost or expense incurred in excess of the insurance proceeds to complete the
restoration and if Lessor fails to promptly  reimburse  Lessee then Lessee shall
be entitled to exercise the remedies set forth in this Lease;  (2) seek specific
performance  to  require  Lessor  to  commence  and  diligently  complete  their
restoration;  (3) terminate  this Lease upon thirty (30) days written  notice to
Lessor  without  waiving  Lessee's  right to  damages  for  Lessor's  failure to
perform.  The  rights  granted  herein  shall  be in  furtherance,  and  not  in
limitation,  of all  other  rights  of  Lessee  under  the Lease or at law or in
equity;  or (d) in the event the Leased  Premises are damaged in excess of fifty
percent (50%) of replacement cost (excluding  excavation and foundation)  during
the last two (2) years of the Term of the  Lease,  Lessor or Lessee may elect to
terminate this Lease upon written notice to the other within thirty (30) days of
the date of the casualty;  provided,  however, if Lessor notifies Lessee that it
intends to terminate  this Lease under this Section,  but Lessee does not desire
to do so and elects to  exercise  an  unexercised  option to renew this lease by
giving  Written  notice to Lessor of such  election  within such thirty (30) day
period,  then  Lessor  shall have no right to  terminate  this Lease  under this
Section and shall promptly commence and diligently complete the restoration.

<PAGE>

                  (d) If the casualty, repairing, or rebuilding shall render the
Leased  Premises  untenantable,  or in a  condition  which  renders  the  Leased
Premises  inaccessible  by  Lessee's  customers,  in whole  or in  part,  then a
proportionate  abatement  of the rent  shall be  allowed  from the date when the
damage occurred until the date Lessor  completes its work, said proportion to be
computed on the basis of the  relation  which the gross  square foot area of the
space rendered  untenantable bears to the floor space of the Leased Premises. If
Lessor is required or elects to repair the Leased  Premises as herein  provided,
Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor
coverings and equipment.

 7.2  Damage.  Lessee  agrees  that  Lessor and its  building  manager and their
officers and employees  shall not be liable to Lessee for any damages to or loss
of personal  property located in the Lea-zed Premises or for injuries to persons
unless such damages,  loss, or injury is the result of the negligence or willful
act of Lessor,  its building  manager,  or employees,  contractors,  invitees or
agents.

 8.1 Should  Lessee fail to obtain and pay for any  insurance or taxes  provided
for herein or to perform any of its other obligations hereunder,  Lessor, at its
option, may pay for same or perform any such other obligations,  and any sums so
expended by Lessor shall bear interest at the rate of two percent (2%) in excess
of the prime rate as reported from time to time in the Wall Street  Journal from
the date of such payment,  shall forthwith be due by Les ' see to Lessor and may
be  collected  by Lessor in the same manner as is provided for herein and by the
statutes of the State of Kentucky for the collection of rental.  This paragraph,
and the exercise of, or the failure of Lessor to exercise,  the option  retained
by it herein, at any time or times,  shall in no way affect the rights of Lessor
under any other provisions of this lease or under any applicable law or laws.

 8.2 Should (a) Lessee be in arrears in the payment of any installment of rental
provided for herein for a period of thirty (30) days, or (b) should Lessee be in
default of the payment or performance of any of its other obligations  hereunder
and so remain in default  for a period of sixty (60) days after  written  notice
from Lessor of such default,  then Lessor,  at its option,  may  terminate  this
lease and enter upon the premises after proper judicial  process without waiving
any other rights which it may have for the recovery of rent, enforcement of such
other obligations or covenants,  or repossession of the premises,  together with
any damages  occasioned  by any such breach or default for sixty days within the
meaning of this paragraph unless the default to be remedied is one which, by the
nature thereof,  would require more than sixty days to correct, and Lessee shall
in good faith  commence  such  correction  upon the  receipt of said  notice and
proceed thereafter to correct same as expeditiously as possible.

 9. Lessor's  Default.  Lessor shall be in default of this Lease if Lessor fails
to perform any material  obligation,  term or condition of this Lease,  for more
than 60 days after  receipt of the wTitten  notice of default (such notice to be
sent to Lessor by certified mail, return receipt requested), unless such default
or failure to perform renders the Leased  Premises  untenantable or inaccessible
to Lessee's  customers or employees,  in which case the period of time to remedy
su ch default or  failure to perform  shall be 30 days after  receipt of written
notice.

<PAGE>

 10. 1  Condemnation  . If the Leased  Premises  or any par-t  thereof  shall be
acquired by any  authority  having  power of eminent  domain,  whether  directly
pursuant  to such  power  or  under  threat  of use of such  power,  Lessee  may
terminate this Lease at any time after the date when notice of  condemnation  is
first given to either the Lessor or the Lessee by the acquiring  authority.  All
proceeds and damages  resulting from such acquisition shall belong to and be the
property of Lessor except such proceeds and damages  which are  attributable  to
the value of Lessee's leasehold improvements. Lessee shall have no claim against
Lessor by  reason of such  acquisition  or  termination,  and shall not have any
claim or right to any  portion  or  damages  paid to  Lessor  as  result of such
acquisition except as provided in this Lease.  Provided,  that Lessee shall have
its  right to claim and  recover  from such  acquiring  authority,  but not from
Lessor,  such compensation as may be separately awarded or recoverable by Lessee
in its own right on  account  of any and all  damages to  Lessee's  business  by
reason of such acquisition, business interruption or displacement.

 10.2 Payment to Lessee.  Notwithstanding  the foregoing, if this Lease shall
terminate pursuant to Section 10. 1 above, Lessor agrees to pay Lessee an amount
calculated as follows:

         (1) Lessor shall pay Lessee that portion of the condemnation proceeds
attributable to the "value of Lessee's leasehold improvements", and

         (2) Lessor  shall be entitled to receive and retain as its own property
the remaining condemnation proceeds.

 To determine the value of Lessee's  leasehold  improvements,  Lessor and Lessee
shall each select a real estate  appraiser who is a duly qualified member of the
American  Institute of Real Estate  Appraisers (or of comparable  qualification)
and such  appraisers  shall  determine  the fair  market  value of the  property
(including  the Leased  Premises)  so  condemned  or taken,  which  appraisal is
referred to herein as "land and  improvements  appraisal."  Such appraiser shall
then  determine  the fair  market  value of the  improvements  (other than trade
fixtures and personal property which Lessee may remove from the Leased Premises)
Lessee has made to the Leased Premises, which appraisal is referred to herein as
"Lessee's  improvements  appraisal." If the two  appraisers so appointed  cannot
agree, they shall select a third appraiser similarly qualified, and the decision
of the majority shall constitute the decision of the appraisers.

 10.3 Rent Abatement. Upon any such condemnation or taking referred to herein if
the Lease continues in force as to any part of the Leased Premises, the Lessee's
rent shall be  diminished by an amount  proportionate  to the part of the Leased
Premises  which may be so  condemned  or taken.  Lessor  shall,  at its expense,
proceed with reasonable  diligence to repair,  alter,  and restore the remaining
part of the Leased Premises to its former  condition to the extent that the same
may be feasible.

 11.  Except as  Provided  in this lease,  this lease may not be  terminated  by
Lessee,  by any action of its own; and no surrender of the Leased Premises prior
to the  termination  of the lease shall be a valid  termination  thereof  unless
accepted in writing by Lessor.

 12. Lessor hereby  covenants  that subject to any rights arising from paragraph
6(d)  above,  it will (a) keep  Lessee in  peaceable  possession  of the  Leased
Premises  throughout  the  term  hereof,  (including  but not  limited  to , the
prevention  and  discharge  of any claims or hens  arising  from  Lessor's  use,
occupancy  or  ownership  of  the  Leased  Premises),  in  accordance  with  the
provisions hereof, so long as Lessee shall pay the money rental provided for and
shall perform all of its covenants,  conditions and obligations  hereunder;  (b)
maintain, repair and keep in a safe condition the portion of the Leased Premises
referred to in paragraph 5(a) as being the Lessor's  responsibility,  and (c) be
responsible  for  remedying  any toxic,  hazardous  or  environmentally  harmful
condition  which  existed on the Leased  Premises  as of the date this lease was
executed.  Upon the  termination  of this lease,  for any reason,  Lessee  shall
return the leased  premises,  including  said  building  and other  improvements
thereon,  to Lessor in the  condition  which same were when  received by Lessee,
ordinary wear and tear and Acts of God excepted; except that Lessee shall not be
required to return the Leased Premises to a condition which did not exist at the
time this lease was executed;  provided,  however,  that the  provisions of this
paragraph shall in no way alter,  change or modify any of the other  obligations
or  liabilities  of Lessee  under this lease.  Lessor  shall not be obligated to
police any parking or traffic areas provided on the Leased  Premises,  or to see
that same is used only by Lessee's customers or personnel.

<PAGE>

 13.1 Bankruptcy Clause

         "In the event that the bank is closed or is taken  over by the  banking
authority of the State of Kentucky or other bank supervisory  authority,  at the
option of the receiver or other legal  representative  of the bank,  the maximum
claim of the  lessor for  damages or  indemnity  for injury  resulting  from the
rejection  or  abandonment  of the  unexpired  lease  shall in no event be in an
amount exceeding the rent reserved by the lease, without acceleration, for 't-be
year next  succeeding  the date of the surrender of the premises to the landlord
or the date of re-entry of the landlord,  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."

 13.2 Default Clause

         "In the event that Lessee  commits an act of default as defined in this
lease, the Lessor will promptly notify the Department of Financial  Institutions
and  the  Division  of  Bank  Supervision  of  the  Federal  Deposit   Insurance
Corporation  of such  default  and,  further,  the Lessor will allow either bank
supervisory authority the right to rectify said default."

 14. Any repairs or other work to be performed by Lessee upon the termination of
this lease, or any extended term hereof,  for which any time is not specifically
provided for in other paragraphs of this lease, shall be performed and completed
as expeditiously as possible,  to the reasonable  satisfaction of Lessor, but in
no event later than 30 days following the termination date of this lease, or any
extended term hereof.

 15.  Lessor,  or its  agent,  shall  have the  right to enter  upon the  Leased
Premises at any and all reasonable  times, and with reasonable  notice,  without
interrupting  normal business of the Lessee,  for the purpose of inspecting same
and  determining  whether or not the provisions of this lease are being complied
with.

 16. All notices or demand  provided for, which may be given or made,  under the
provisions of this lease shall be addressed and sent, by registered mail, to the
parties at the  following  addresses,  which may from time to time be changed by
either party giving to the other written notice of such change:

         To Lessor:                                  To Lessee:
         ----------                                  ----------
         Tyler Thomas                       Attn:  Chief Executive Officer
         THOMCO INC.                        First Security Bank of Lexington
         P.O. Box 7746                      2100 Southview Drive
         Louisville, KY 40257-0746          Lexington, Kentucky 40503
         Phone:  (502) 897-9932             Copy to:  Chief Executive Officer
                                            First Security Bank of Lexington
                                            400 East Main Street
                                            Lexington, Kentucky 40507

 The money rental  provided for herein shall also be paid by Lessee to Lessor at
the above address.

<PAGE>

 17.  Should  Lessor,  at any time during the term of this lease or any renewals
thereof,  desire  to sell the  Leased  Premises,  Lessee  shall be  offered  the
property  first and allowed  thirty (30) days to negotiate a sale.  Lessor shall
establish  a bona fide  selling  price for the Leased  Premises,  and Lessee and
Lessor  will  negotiate  in good faith in an attempt  to  consummate  a sale and
purchase.  if a sale contract is not  successfully  concluded in this thirty day
period, Lessor is then free to market the property to others.

 18.  Lessor  reserves  the right to sell the  leased  Premises  subject to this
lease;  to  mortgage  the  Leased  Premises  and the right to assign any and all
rentals  accruing  under this lease,  as security for, or for the payment of any
mortgage  indebtedness,  which it might incur on said Leased Premises;  provided
that this paragraph  shall not be construed as  subordinating  this lease to the
lien of any such  mortgage;  and  Lessee  agrees  to  accept  and honor any such
assignment if the new Lessor agrees to be obligated to Lessee under the terms of
this Lease.

 19. Upon the commencement of this lease, Lessor shall have the heating, cooling
and plumbing equipment inspected and in good working order.

 20. Lessor agrees to provide Lessee a cash fit-up allowance of $10,780.00. Said
monies are to be paid by Lessor to Lessee upon completion of work which shall be
the  responsibility  of the Lessee.  After  completion  of all work,  the Leased
Premises  shall  meet all  State  and  local  codes  and ADA  code for  existing
buildings.

 21 Lessor represents the following as of the date of execution of this lease:

         (a) The Leased Premises meet all requirements of the Americans With
Disabilities Act, as amended;

         (b) To Lessor's best knowledge,  no toxic, hazardous or environmentally
harmful  materials or  substances  are, or have been used,  stored,  discharged,
dispersed,  released,  treated,  generated  or disposed  of, in or on the leased
premises  and that the  Leased  Premises  are free  from  asbestos  or  asbestos
containing   materials;   and  there  are  no   underground   storage  tanks  or
polychiorinated  biphenyls in or on the Leased Premises; and there is no claims,
investigation, order, agreement, litigation or settlement of any kind (including
those  proposed,  anticipated,  threatened or in existence)  with respect to the
Leased Premises.

         (c) The Leased  Premises are subject to a B- 1 zone and that Lessee is,
and shall be,  entitled to use all of the sign types and sizes  available to the
leased premises under the B- I zone. Lessor agrees to cooperate in any effort by
Lessee to obtain variances,  conditional uses,  administrative appeals and other
zoning related matters (except a re-zoning) for the leased premises.

         (d) The Leased Premises are fully served by all utilities and public
ways.

 22. For real estate commissions that are to be paid by the Lessor, see
Exhibit C.

 23.  Failure of Lessor to exercise any rights which it may have  hereunder,  at
any  time or  times,  shall  not  affect  their  right to  exercise  same at any
subsequent time or times.

<PAGE>

 24. Should either Lessor or Lessee desire to place this lease of public record,
same shall be done by the recording or a short  memorandum  hereof;  and each of
said parties  agree that it will execute such a memorandum  lease in proper form
for recording,  if requested to do so by the other.  The costs of the memorandum
lease and recording thereof shall be borne by the requesting party.

 25. The  provisions of this lease shall be binding upon the parties  hereto and
their respective heirs, personal representatives, successors and assigns.

 IN  WITNESS  WHEREOF,  Lessor  has  hereunto  set their  hands,  and Lessee has
hereunto  caused its  corporate  name to be  subscribed  by its proper  officers
thereunto duly authorized; this the day and year first above written.

                                       THOMCO, INC. ("Lessor")

                                       By:/s/ Tyler Thomas

                                       Title: President THOMCO INC.

                                       Date:  October 31, 1997

                                       FIRST SECURITY BANK OF LEXINGTON, INC.
                                       ("Lessee")

                                       By:/s/ Julian E. Beard

                                       Title: Chairman and President

                                       Date:  October 31, 1997

ATTEST:

------------------------------



<PAGE>

                                                                       EXHIBIT A

                          INCREASED RENTAL ADJUSTMENTS

 The minimum rent shall be subject to  adjustment  for increases in the Consumer
 Price Index for all Urban  Consumers  (CPI-U),  U.S. City Average,  1982-84+100
 hereinafter called CPI, as released by the Southeastern  Regional Office of the
 Bureau of Labor Statistics in Atlanta, Georgia.

 Using this information,  the rental figure of the Urban Consumer Price Index as
 of the third  month  prior to the first  month of the  original  lease shall be
 inserted.  This figure would  represent the denominator and the numerator would
 be the rental figure of the Urban Consumer Price as of the third month prior to
 the first month of the new lease terms.  This ratio  multiplied by the original
 lease  amount will  become the new yearly rent which will then be divided  into
 twelve monthly payments.  However,  at no time is the rent to be lower than the
 original rental figure.

         FORMULA:

                  New Index Figure

                  Old Index Figure X Original Rental Figure - New Rental Figure

 By way of example the following hypothetical calculation is provided:

 If the monthly  Original  Rental Figure in September of 1992 was $3,335 and the
 Old Index  Figure was 141.8 and the New Index Figure was 161.2 then the monthly
 New Rental Figure is $3,792.

         161.2    X  $3,335 = $3,792
         -----
         141.8

<PAGE>

                                    EXHIBIT B

                                  [PHOTOGRAPHS]

<PAGE>

                                    EXHIBIT C

                             REAL ESTATE COMMISSIONS

 Lessor  agrees that certain real estate  commissions  are and could be due Paul
 Semonin Realtors and Sam Bennett/Sam Bennett Realtor.  These two will share any
 6%  commissions  50/50  for 3% each  and  hereinafter  will be  referred  to as
 "Brokers". Said commission to be paid by Lessor.

     1.   Lessor agrees to pay Brokers six percent (6%) of any option monies.
Lessor will pay them as the option payments are received.

     2. Should  there ever be a sale of this  property  from Lessor to Lessee or
any agent or  representative  of Lessee,  the Lessor shall pay the  above-stated
real estate companies a sales commission of six percent (6%) of the sale price.

     3. Lessor  agrees to pay Brokers a one time leasing fee of six percent (6%)
of the total rents to be  collected  over the initial  five (5) year lease term.
This fee is due and  payable  upon full  execution  of the lease and  payment of
first month's  rent.  This total amount would be $3,792 X 60 months = $227,520 X
6% = $13,651.20.  In the event that any of the option monies are converted  into
rent, this amount will be so credited.

<PAGE>