EXHIBIT 10.5

                                    AGREEMENT

This  agreement  made and  entered  this 26th of  February,  1998 by and between
CRITTSON FINANCIAL LLC, an Indiana corporation maintaining its principal offices
in  Elkhart,  Indiana,  hereinafter  known as `CF' and  First  Security  Bank of
Lexington,  a  Kentucky  corporation,   maintaining  its  principal  offices  in
Lexington, Kentucky, hereinafter referred to as `Customer.'

WHEREAS,  CF  is  in  the  business  of  providing  services  necessary  to  the
administration  of Visa and  MasterCard  credit  card  programs;  and,  Customer
desires such services, and;

WHEREAS,  in the event that  Customer is  approved  and  accepted by  MasterCard
International,  Inc. and/or Visa U.S.A. Inc. as members thereof,  CF is desirous
of providing to Customer those services set forth and described in that document
attached  hereto  and  made a part  hereof  as  Schedule  `A,' in  exchange  for
compensation  in  amounts  equal to those  set forth in that  document  attached
hereto and made a part hereof as Schedule `B.'

NOW, THEREFORE,  in consideration of the mutual covenants herein contained,  the
parties hereto agree as follows:

 1.   In the event that Customer is not approved and accepted by MasterCard
      International, Inc. and/or Visa U.S.A. Inc. as members thereof, this
      Agreement shall be null and void and of no further force or effect.

 2.   CF will perform for  Customer  those  services set forth and  described in
      Schedule `A' hereof and shall be compensated  therefor by Customer,  based
      upon services actually performed for Customer, in appropriate multiples of
      those amounts set forth and described in Schedule `B' hereof.

 3.   Customer shall comply with all MasterCard International, Inc. nd/or Visa
      U.S.A. Inc. regulations and with all applicable Federal and State laws,
      and shall indemnify and save CF and its agents and hold it harmless with
      respect to any claim, cause of action, complaint, suit or loss, including,
      but not limited to, costs and attorney fees, which may be occasioned by
      Customer's failure to do so. In addition thereto, Customer will supply CF
      and, when known, CF will supply to  Customer, any and all data and other
      information necessary for each to comply with such regulations and laws.


<PAGE>

 4.   CF and  Customer  acknowledge  that  the  performance  of  services  by CF
      hereunder are subject,  without  notice,  to regulation and examination of
      various governmental agencies,  including, but not limited to, Comptroller
      of the Currency,  to the same extent as if such services were performed by
      Customer for itself on its own premises.  Customer shall provide to CF, in
      a timely  fashion,  all  information and data necessary to comply with the
      regulations and rules of such governmental agencies and shall bear the
      costs of any  examinations  or inspections  of records,  performed by such
      agencies during the term of this Agreement.

 5.   CF will  exercise  due  care  in  performing  its  obligations hereunder
      and will bear the cost to Customer of any losses attributable solely to
      the errors or omissions of its agents or employees.  The cost of errors or
      omissions on the part of employees or agents of Customer shall be borne
      exclusively by Customer and Customer shall indemnify CF, its agents and
      employees, for any losses, including, but not limited to, costs and
      attorney fees, occasioned by the errors or omissions of Customer's agents
      or employees.

 6.   Customer shall employ CF and its agents  exclusively,  for the performance
      of all services  herein set forth and  described,  utilized by Customer in
      connection with Customer's credit card program.

 7.   Customer shall pay all interchange fees on sales transactions deposited by
      Customer's merchants for account holders of MasterCard International, Inc.
      and/or Visa U.S.A. members.  Customer will receive all interchange fees on
      sales transactions of account holders of Customer which are deposited by
      MasterCard International Inc. and/or Visa U.S.A.Inc. members.  Customer
      will pay all interchange fees on cash advance transactions negotiated by
      its account holders, which are deposited by MasterCard International Inc.
      and/or Visa U.S.A. Inc.  Customer will receive all interchange fees on
      cash advance transactions negotiated by cardholders of other members of
      MasterCard International Inc. and/or Visa U.S.A. Inc.  and deposited by
      Customer.

 8.   Customer will pay all MasterCard International Inc. and/or Visa U.S.A.
      Inc. fees, royalties, dues and assessments, including, but not limited to,
      INAS, INET, BASE I and BASE II, as the same are fixed by applicable
      MasterCard International Inc. and/or Visa U.S.A. Inc. rules and
      regulations.

 9.   Customer  will  maintain a checking  account  with an  approved  financial
      institution  for the purpose of monetary  settlement for  Customer's  card
      program,  CF or its agents will  charge or credit,  as  appropriate,  this
      account for or with the daily settlement  transactions  resulting from the
      operation of Customer's credit card program.  Customer will transfer funds
      to this  account,  as needed to cover daily  settlement  transactions,  as
      directed by CF or its agents.

 10.  Customer will be responsible for the establishment and maintenance of
      account holder and authorization limits.



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 11.  Customer  shall  provide  CF  all  data   reasonably   necessary  for  the
      administration  of  Customer's  credit  card  program.  Such  data will be
      supplied to CF in a timely fashion. Documents sent by Customer to CF shall
      be balanced,  proven as to amount,  legibility and completeness.  Any data
      submitted by Customer to CF for processing which is incorrect,  illegible,
      or  otherwise  not in proper  form,  shall be  returned  to  Customer  for
      correction before processing.

 12.  Customer shall insure  regally and timely  delivery to CF of sales drafts,
      cash advance forms, credit vouchers,  and other data, reasonably necessary
      to the efficient performance of CF's obligations hereunder.  Such delivery
      may be accomplished by daily courier service, semi-weekly courier service,
      or first class mail. All costs of delivery will be the  responsibility  of
      Customer. Customer shall bear any loss occasioned by delay in the delivery
      of such  data  and  shall  indemnify  CF for  any  costs  incurred  by CF,
      including, but not limited to, attorney fees, occasioned thereby.

 13.  CF will act with  due  diligence  and  good  faith  in the  collection  of
      Customer's accounts, exercising such efforts as are reasonable and lawful.
      In the event, however, CF is unable to collect an account after exercising
      reasonable  diligence and good faith,  then Customer shall bear all losses
      from uncollected  accounts and all expenses incurred as a result of unpaid
      accounts or the collection thereof,  other than the cost of those services
      set forth and  described in Schedule  `A' hereof.  Customer  will,  at its
      expense,  arrange for any action  which may be  appropriate  or  necessary
      because of the misuse or abuse of any account  opened or maintained by its
      account holders.

 14.  The  data  and  information   gathered  and  maintained  with  respect  to
      Customer's account holders and Customer's  merchants,  are and will remain
      the property of Customer. Upon termination of this Agreement at the end of
      its term, CF will,  at the request of Customer and at Customer's  expense,
      deliver to Customer as much of such data and  information  as is requested
      by Customer and as is  available to CF through the exercise of  reasonable
      diligence.

 15.  CF will safeguard and hold confidential, to unauthorized persons, all data
      relating to Customer's  business  submitted by or on behalf of Customer to
      CF  pursuant  to the  terms  of this  Agreement.  CF  shall  be  under  no
      obligation to hold  confidential  data that is otherwise  available to the
      public.  Nothing  contained herein shall preclude CF from making such data
      available,  as  reasonably  necessary,  to  entities  performing  services
      necessary  for the  fulfillment  of  CF's  obligations  hereunder,  or the
      participation by CF in card recovery  bulletin and/or restricted card list
      procedures  or in processing  authorization  inquiries  from  merchants or
      financial  institutions  in  connection  with sales  transactions  or cash
      advances.  Nothing  herein shall  preclude CF from  releasing such data or
      information as part of the resolution of a dispute with Customer.

      Customer will safeguard and hold confidential to unauthorized personas all
      information  relating to the  services  of CF and its agents,  unless such
      information  is otherwise  available to the public.  Nothing  herein shall
      preclude  Customer from  releasing such data or information as part of the
      resolution of a dispute with CF.

<PAGE>

 16.   CF shall  permit  Customer,  at any  reasonable  time  and at  Customer's
       expense,  to conduct an inspection  or audit of CF's records  relative to
       Customer's affairs.

 17.   In the event that the relationship created by the terms of this Agreement
       between CF and Customer,  or any services rendered hereunder,  gives rise
       to any tax liability,  exclusive of income or similar  taxes,  payable to
       any  government  entity,  such  liability,  even if not assessed  against
       Customer, will be the responsibility of Customer. In the event that CF is
       required to pay or satisfy such tax liability, Customer will reimburse CF
       therefor upon demand.

 18.   CF will  suffer no  liability  by reason of its  failure to  provide  any
       service set forth or described herein if such failure is due to any cause
       or condition beyond the reasonable control of CF or its agents.

 19.   The term of this Agreement will commence on the 1st day of June, 1998 and
       will  continue in full force and effect to and  including the 31st day of
       May,  2002  a  period  of  four  (4)  years.   This   Agreement  will  be
       automatically  renewed  for  subsequent  periods  of four (4) years  each
       unless,  at least one hundred twenty (120)days prior to any renewal date,
       either party hereto  gives  written  notice to the other that it does not
       wish to renew this Agreement.

       In lieu of notice of  non-renewal,  CF may,  at least one  hundred  fifty
       (150)days  prior  to any such  renewal  date,  submit  to  Customer  this
       Agreement  in modified  form.  In the event that CF elects to submit this
       Agreement in modified  form to Customer  prior to any such renewal  date,
       Customer shall notify CF, at least one hundred twenty (120) days prior to
       such renewal date,  whether or not the modified form of this Agreement is
       acceptable to Customer.  Failure of Customer to notify as stipulated will
       constitute acceptance of the modified contract as submitted.

       If,  for any  reason,  Customer  exercises  its  option not to renew this
       Agreement,  CF agrees to cooperate in the  required  deconversion  of the
       Customer's  cardholder  and/or  merchant  records  in  their  possession.
       Customer  agrees  to  compensate  CF in the sum of  twenty  five  hundred
       dollars  ($2,500),  payable  with  the  notice  of  non-renewal,  for the
       necessary activities connected with such deconversion.

 20.   Notwithstanding the foregoing, in the event of breach of any term of this
       Agreement by any party hereto, the non-breaching party may terminate this
       Agreement  upon the giving to the breaching  party of one hundred  twenty
       (120) days prior  written  notice of its  intention to terminate  and its
       reason therefor.

       However,  the party  committing the alleged breach shall have ninety (90)
       days from the receipt of such notice to remedy  said  breach,  and in the
       event that it is properly  remedied  within such period,  this  Agreement
       shall  continue as though no such notice had been sent. In the event that
       this  Agreement  is  terminated  due to  the  un-remedied  breach  of its
       provisions  by  Customer,  Customer  shall pay to CF, in  addition to any
       other damages to which CF may be entitled, the following:

<PAGE>

       (a)  Additional  costs  incurred by CF or its agents in  connection  with
            processing or related  services  which result from such  un-remedied
            breach;

       (b)  Deconversion  costs,  including,  but not limited to,  proportionate
            losses  sustained as a result of the  abandonment  of any  equipment
            acquired  or  utilized  in order to fulfill  the  obligations  of CF
            hereunder;

       (c)  Processing fees and other expenses incurred by CF on behalf of
            Customer; and

       (d)  Fees to which CF would have been entitled, but for termination;
            or if greater in value than (d),

       (e)  An amount  equal to all  payments  made by Customer to CF during the
            calendar year immediately preceding termination,  or an amount equal
            to all payments made to CF by Customer  during that  calendar  month
            immediately preceding termination,  multiplied by twelve,  whichever
            is greater.

 21.   All  obligations  of either party hereto,  incurred or existing under the
       terms of this Agreement as of the date of any  termination  hereof,  will
       survive such termination.

 22.   CF will furnish to Customer  detailed  monthly  billings for all services
       rendered to Customer and charges incurred on behalf of Customer. Customer
       shall pay such invoices upon receipt thereof.

 23.   All  specifications,  computer programs and systems utilized or developed
       by  CF,  or its  agents,  in  order  to  provide  the  services  rendered
       hereunder, are and will remain the absolute property of CF or its agents.

 24.   Each of the parties warrants that neither its execution and delivery of
       this Agreement nor its performance of the provisions hereof is, or will
       constitute, a violation on its part of any contract, indenture or other
       agreement or relationship to which it is a party or by which it is bound,
       and hereby agrees that it will indemnify and save harmless the other
       party from and against any loss, costs, liability, damages or expenses by
       reason of any claim which may be asserted to the contrary by any third
       party.

 25.   This Agreement will be governed and interpreted by and under the laws of
       the State of Indiana.

 26.   Notice,  when  required  hereunder,  will be deemed  served  when sent by
       certified or registered mail, postage pre-paid, to the respective parties
       as set forth below:

<PAGE>

       To President:     Julian Beard

                        First Security Bank of Lexington

       To CF:            Mr. Robert Gordon, President
                         CRITTSON FINANCIAL LLC
                         P.O. Box 1226
                         Elkhart, Indiana  46515

 27.   This Agreement shall be binding upon and inure to the benefit of the
       assigns and successors-in-interest of the parties hereto.

 28.   In the event that either  party  hereto  fails to fulfill any  obligation
       imposed  upon that party  hereunder,  the  non-breaching  party  shall be
       entitled  to recover of the  breaching  party,  in  addition to any other
       damages  to  which  it may be  entitled,  all  costs  and  attorney  fees
       reasonably expended in the assertion of its rights hereunder.

 29.   Customer agrees to contract for the following services with Electronic
       Data Systems, Inc.:

       (1)      Maintain computer system.
       (2)      Storage of raw plastics.
       (3)      Emboss, encode and mail plastics to new accounts.
       (4)      Purchase drafts through Visa and MasterCard systems and pass to
                cardholder accounts.
       (5)      Generate and mail monthly cardholder statements.
       (6)      Provide authorizations for cardholders through the Visa and
                MasterCard systems.
       (7)      Produce daily and monthly activity reports.
       (8)      Maintain history of cardholder records and activity.

 30.   CF agrees to arrange with Electronic Data Systems, Inc. for on-line
       capability.



                                                      ACCEPTED

CRITTSON FINANCIAL LLC                   FIRST SECURITY BANK OF LEXINGTON
                                                Financial Institution
BY: /s/ Kenneth R. Howard
                                         BY:   /s/ Julian E. Beard
Printed:  Kenneth R. Howard              Printed:  Julian E. Beard

Title:    Vice President                 Title: Chairman & President



<PAGE>

                                    ADDENDUM

                                     TO THE

                              CFC KENTUCKY CONTRACT

It is hereby  mutually  agreed by the two parties  involved,  that the following
amendments and/or  clarifications  are to be attached to, and hereby made a part
of, the Service  Agreement  between Crittson  Financial  Corporation and the CBK
Member Bank named below; entered into on February 26, 1998.

Page 1, item 5:  "Errors and omissions" (Amendments)

 This paragraph is replaced by the following:

 "The cost of errors or  omissions  on the part of employees or agents of CFC or
 Customer shall be borne exclusively by CFC or Customer, as the case may be, and
 the responsible party shall indemnify the other, its agents and employees,  for
 any losses,  including,  but not limited to, costs and attorney fees occasioned
 by the errors or omissions of its agents or employees."

On page 2, item 17: "Tax Liability" (Clarification)

 As previously explained,  since Crittson conditionally  guarantees its fees for
 the four (4) year term of this contract,  it is necessary that this item remain
 intact.  However,  it is intended  to cover only an  instance  where the tax is
 assessed because of this and/or similar relationships and is not intended to be
 applied as a result of increases or changes in general taxation.  Example of an
 applicable  tax: The State of Indiana places a tax on Service  Agreements  with
 any organization based outside of Indiana.

Page 3, item 20:  "Notice of termination and/or remedy"
(Amendment to First Paragraph)

 The parties  agree to amend the  Agreement  to reduce the  stipulated  120 days
"prior  written  notice"  to 60 days and to  reduce  the  stipulated  90 days to
"remedy said breach" to 45 days "from the receipt of such notice".

(Clarification of Second Paragraph)

 As  discussed,  (a) through (c) are remedies  that flow to Crittson  because we
 perform  the  services  addressed  and incur,  on your  behalf,  the  potential
 liability  involved.  Either  item  (d) or (e) is  applied  in the  case  of an
 unremedied  breach by you and is the only  alternative  available to CFC. Other
 than the "notification and remedy" amendments cited in the paragraph above, all
 other provisions of item 20 remain intact.

Page 4, item 25: Clarification

<PAGE>

 Applicable law remains the state of Indiana. This is just one contract for each
 bank but CFC would need fifty (50) different contracts,  potentially subject to
 the varying laws of fifty (50) different  states.  This simply isn't  practical
 for CFC, or for most companies,  and as a result,  similar contracts from other
 vendors, normally, provide for such home-based junction.

ACKNOWLEDGMENT and AGREEMENT:

         By the  authorized  signatures  affixed  below,  the  parties  mutually
         acknowledge  that they have  examined  this  addendum,  understand  and
         accede to the  clarifications  it  contains  and  agree to its  amended
         provisions.

CRITTSON FINANCIAL CORPORATION      FIRST SECURITY BANK OF LEXINGTON
                                      (Bank Name)

By: /s/ Kenneth R. Howard           By:  /s/ Julian E. Beard
                                             Julian E. Beard
Title:  Vice President              Title: Chairman/President

Date: 3/13/98                       Date: 3/13/98


<PAGE>

                                   SCHEDULE A

                       LISTING OF SERVICES PROVIDED BY CF

1.       New Account Set-Up

         -   assignment of account number
         -   video input of all new account information and verification of
             input

         -   timely issuance of new account plastics

2.       Non-Monetary File Maintenance

         -   name changes
         -   address changes
         -   providing additional or replacement cards

3.       Payment Processing

         - receiving  and verifying  mail  payments - payment  balancing - daily
         posting and input of payments - follow-up of NSF checks

4.       Customer Service

         -   provide toll-free WATS line for customer service calls from your
             cardholders
         -   explain finance charge calculation to cardholders, answer other
             miscellaneous questions
         - obtain  copies of sales drafts as required for  cardholders - process
         disputes and chargebacks according to the Federal Truth in

             Lending  Act and  other  regulation  requirements  - make  monetary
         adjustments to accounts as required for customer

             service

5.       Collection of Accounts

         -   overline review and control
         -   delinquency collection
         -   charge-off recommendation summary
         -   monthly reporting of sub-standard accounts on a per account basis

6.       Lost/Stolen Card Follow-up and Investigation

         - obtain  complete  report from  cardholder -  appropriate  blocking of
         account  for  authorization  denial  -  listing  account  in  necessary
         bulletin regions and for number of

             required publications
         -   initiate chargebacks where applicable


<PAGE>

         -   set up replacement accounts and transfer balance
         -   follow up all leads on fraudulent activity

7.       Accounting

         - processing of adjustments due to customer service - help manage money
         flow for the sale and purchase of drafts - advisement to institution of
         changes to receivables, income and

             expense accounts on a daily basis

8.       Provide the preparation of quarterly activity reports as required by
         MasterCard International Inc. and/or Visa USA.

9.       Tracking of plastic inventory and placing reorders as necessary

10.      Reports provided to customer

         -   Profitability (monthly, year-to-date)
         -   Delinquency
         -   Future planning (semi-annually)
         -   Program Evaluation/portfolio characteristics (frequency determined
             by client)

11.      New Merchant Set-Up

         - assignment of merchant number
         - video input of new merchant  information  and  verification  - adding
         merchant  to   VISA/MasterCard   Bulletin  mailing  lists  -  obtaining
         imprinter plates and deposit plastics

12.      Provide Merchant Instruction Sheets Covering:

         - draft completion - transmittal completion - authorization  procedures
         - bulletin procedures - deposit guidelines

         -   explanation of merchant monthly statements and advice of charge

13.      Merchant Draft Processing

         -   Draft Verification
         -   legibility
         -   completeness
         -   Monetary balancing
         -   Correction of errors

         -   Enter draft information into interchange



<PAGE>

14.      Processing Incoming Chargebacks

         -   verification of chargeback reason
         -   verification of documentation received
         -   verification of time limitation

15.      Balance Merchant Advices and Monthly Statements

16.      Ordering of Merchant Supplies On Behalf of Client

                                                      ACCEPTED

CRITTSON FINANCIAL LLC                   FIRST SECURITY BANK OF LEXINGTON
                                         Institutions Corporate Name

By: /s/ Kenneth R. Howard                By:  /s/ Julian E. Beard
                                                  Julian E. Beard
Title: Vice President                    Title: Chairman & President

Date:  2-13-98                            Date: 2-26-98


<PAGE>

                                   SCHEDULE B

                                   CBA PROGRAM

                    DESCRIPTION OF SERVICES, FEES AND CHARGES

SERVICE                         PRICE             EXPLANATION

1.  CF Servicing                $1.00 per month   Number of cardholder accounts
    A. Credit Card Accounts                       as shown on the Last Daily
       (includes all services                     Statistical Reports for each
       in Schedule A)                             month.

    B. Merchant Accounts        $2.00 per month   Number of merchant accounts as
                                                  shown on the Last Daily
                                                  Statistical Reports for each
                                                  month.


    C. Special Projects or      Per Quote        Implementation of Agent Banks,
       Special Requests                          Affinity Programs and/or other
                                                 special   requests   that  fall
                                                 outside  normal   servicing  as
                                                 same as  described  in Schedule
                                                 `A' of this Agreement.

    D. NSF Fee                  $6.00            Per NSF check charged back to
                                                 the customer's credit card
                                                 account.


                             ACCEPTED

CRITTSON FINANCIAL LLC                   FIRST SECURITY BANK OF LEXINGTON
                                         Financial Institution Name

By: /s/Kenneth R. Howard                 By: /s/ Julian E. Beard
                                                 Julian E. Beard

Date: 3-13-98                            Date: 2-26-98


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