EXHIBIT 10.3


                                    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:

         WHEREAS  BSC is a company  authorized  to do  business  in the State of
Kentucky,  who provides  operational  outsourcing services for certain financial
institutions and,

         WHEREAS,  First  Security  Bank  desires to  contract  with BSC for the
services as described herein, the parties agree and covenant as follows:

1.       DESCRIPTION OF SERVICES AND FEES

         BSC agrees to provide to First  Security  Bank the  following  services
         with  attendant  fees:

         (a)   Proof of deposit  and item  encoding at 2.5
               cents per item.

         (b)   Bulk filing,  exception item pull, and  preparation of statements
               including the printing of statements,  stuffing of envelopes with
               statements  and  enclosures for mailing at 30 cents per statement
               and 2 cents  per  enclosure.  Savings  statements  and  revolving
               credit  statements with no enclosures will be charged at 20 cents
               per statement.

         (c)   Provide microfilming of all items at .3 cents per item.
         (d)   Perform research activities. Once a research activity
               is  received  by BSC,  BSC shall  have seven (7) days in which to
               respond  to  said  request.  Failure  to do so  may be  deemed  a
               material  breach of this contract.  Such research will be charged
               at $15.00 per hour and 25 cents per copy or fax.

         All fees to become due and  payable by the 10th of the month  following
services rendered.

2.       COURIER SERVICE

         First Security Bank shall provide for all courier service.

3.       DURATION AND TERMINATION

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

4.       INSURANCE

         BSC's is covered by the St. Paul Fire & Marine Insurance  Company under
their standard  business policy.  The coverage  includes errors and omission and
has general liability  protection aggregate liability limit of $1,000,000.00 and
blanket   employee   with  an   dishonesty   protection   with  a  liability  of
$1,000,000.00.

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5.       PROPRIETARY NATURE OF DATA

         It is agreed that all data and  information  furnished  to BSC by First
Security Bank is to be regarded by the parties as confidential and is to be held
in confidence  and  safekeeping  by BSC for the sole use of First Security Bank.
BSC may not sell,  assign or in any way divulge any lists of First Security Bank
customers or business regarding any customer of First Security Bank.

6.  This  contract  contains  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.

7. It is  distinctly  understood  that BSC cannot assign or sublet the rights of
this contract without the express written consent of First Security Bank.

8.      It is distinctly understood by and between the parties that BSC is an
independent contractor for all purposes.

9.      This contract shall be construed under the laws of the State of Kentucky
both as to interpretation and performance.


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

                                            BSC, INC.

                                            BY:/s/Michael A. Hurter
DATE:  11-14-99                                   President

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                                            FIRST SECURITY BANK

                                            BY: /s/Julian E. Beard
                                                   Chairman/President


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