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                          EMPLOYMENT AGREEMENT

     This agreement ("Agreement") has been entered into as of this 31st
day of December, 1999, by and between Unified Financial Services, Inc.,
a Delaware corporation ("Unified"), and David F. Morris, an individual
("Executive").

                                RECITALS

     The Executive, various members of the Board of Directors of
Unified (the "Board"), and various senior executives of Unified
negotiated the terms of Executive's employment and this Agreement over a
period of five months.  Executive has and is representing Unified on
significant portions of its legal matters other than the negotiation,
drafting and execution of this Agreement.  Unified acknowledges that it
is aware of Executive's representation of himself in connection with
this Agreement, and it is aware that Executive has not represented
Unified in connection with this Agreement.  Unified acknowledges that
the Executive encouraged Unified to consult with legal counsel in
connection with this Agreement, and Unified represents that it has done
so.

     The Executive has represented Unified for a number of years, and
both the Board and Unified's senior executives are very familiar with
the Executive's talents.  Unified offered the terms in this Agreement in
order to entice Executive to accept employment with Unified, which
acceptance will require that Executive resign his current legal
position.  Unified and Executive acknowledge that Executive's acceptance
of the terms of this Agreement and resignation from his current legal
position will result in a disposition of Executive's current law
practice.  Unified acknowledges that Executive has been in a large and
respected law firm, has advanced rapidly while there, and has achieved a
substantial amount of economic and employment security, with the
expectation of being elected a partner of such firm.  Unified
acknowledges that Executive would not have accepted employment with
Unified and surrendered his current legal position but for the
protections and enticements provided in this Agreement, including
certain mandatory salary increases and certain payments upon termination
or a Change in Control (as defined below).  Executive acknowledges that
the protections and enticements provided in this Agreement, including
certain mandatory salary increases, certain payments upon termination or
a Change of Control and certain stock benefits, are adequate, acceptable
and sufficient for Executive to resign from his current position and
accept the position and terms and conditions provided herein.

     The Executive Committee of the Board of Directors of Unified (the
"Committee") desires to provide for the employment of the Executive on
the terms hereof, and the Executive is willing to commit himself to
serve Unified.  The Executive Committee has determined that it is in
the best interests of Unified and its stockholders to reinforce and
encourage the attention and dedication of the Executive to Unified as a
member of Unified's management and to assure that Unified will have the
continuing dedication of the Executive, notwithstanding the possibility,
threat or occurrence of a Change in Control of Unified.  Additionally,
the Executive Committee believes it is imperative to encourage the
Executive's attention and dedication to Unified currently and in the
event of any threatened or pending Change in Control, and to provide the
Executive with compensation and benefits arrangements upon certain
breaches of this Agreement by Unified or upon a termination of
employment after a Change in Control, which ensure that the compensation
and benefits expectations of the Executive will be satisfied.  Because
of the Executive's high position at Unified and his access to
information pertaining to the business of Unified (as conducted by its
affiliates), Unified believes it is imperative that the Executive
neither compete against Unified and any of its affiliates or
subsidiaries nor share certain confidential information of either during
the Executive's employment and for the three-year period thereafter, as
provided below.  Therefore, in exchange for the mutual promises and
covenants set forth herein, and in order to accomplish these objectives,
the Committee has caused Unified to enter into this Agreement.




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                        IT IS AGREED AS FOLLOWS:

SECTION 1:  DEFINITIONS AND CONSTRUCTION.

     1.1  DEFINITIONS.  For purposes of this Agreement, the following
words and phrases, whether or not capitalized, shall have the meanings
specified below, unless the context plainly requires a different
meaning.  Terms not set forth in this Section 1.1 but defined elsewhere
in this Agreement shall for all purposes of this Agreement have such
defined meaning, whether or not capitalized, unless the context plainly
requires a different result.

          1.1(a)  "BOARD" means the Board of Directors of Unified.

          1.1(b)  "CHANGE IN CONTROL" means a change in control of
     Unified of a nature that would be required to be reported in
     response to Item 6(e) of Schedule 14A of Regulation 14A
     promulgated under the Exchange Act; provided that, for purposes of
     this Agreement, a Change in Control shall be deemed to have
     occurred if: (i) any Person (other than Unified or any wholly
     owned subsidiary of Unified) is or becomes the "beneficial owner"
     (as defined in Rule 13d-3 under the Exchange Act), directly or
     indirectly, of securities of Unified that represent 20% or more of
     the combined voting power of Unified's then outstanding
     securities; (ii) during any period of two (2) consecutive years
     beginning on or after March 1, 2000, individuals who at the
     beginning of such period constitute the Board cease for any reason
     to constitute at least a majority thereof, unless the election, or
     the nomination for election, by Unified's stockholders, of each
     new director is approved by a vote of at least two-thirds (2/3) of
     the directors then still in office who were directors at the
     beginning of the period, but excluding any individual whose
     initial assumption of office occurs as a result of either an
     actual or threatened election contest (as such term is used in
     Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)
     or other actual or threatened solicitation of proxies or consents
     by or on behalf of a Person other than the Board; (iii) there is
     consummated any consolidation or merger of Unified in which
     Unified is not the continuing or surviving corporation or pursuant
     to which shares of Unified's Common Stock are converted into cash,
     securities or other property, other than a merger of Unified in
     which the holders of Unified's Common Stock immediately prior to
     the merger have the same proportionate ownership of common stock
     of the surviving corporation immediately after the merger; (iv)
     there is consummated any consolidation or merger of Unified in
     which Unified is the continuing or surviving corporation in which
     the holders of Unified's Common Stock immediately prior to the
     merger do not own fifty percent (50%) or more of the stock of the
     surviving corporation immediately after the merger; (v) there is
     consummated any sale, lease, exchange or other transfer (in one
     transaction or a series of transactions) of all or substantially
     all of the assets of Unified (provided, however, that for purposes
     of this subsection (v) any sale lease, exchange or other transfer
     between subsidiaries that are directly or indirectly wholly owned
     by Unified shall not be deemed a Change of Control); (vi) Timothy
     L. Ashburn ceases to serve as the Chairman of the Board or as the
     Chief Executive Officer of Unified; or (vii) the stockholders of
     Unified approve any plan or proposal for the liquidation or
     dissolution of Unified.

          1.1(c)  "CHANGE IN CONTROL DATE" shall mean the date of the
     Change in Control.

          1.1(d)  "CODE" shall mean the Internal Revenue Code of
1986, as amended, including all regulations proposed or promulgated
thereunder, and administrative interpretations and judicial precedents
relating thereto.  All citations to the Code shall include any
amendments or any substitute or successor provisions thereto.

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          1.1(e)  "COMMON STOCK" shall mean the common stock, $0.01
     par value, of Unified.

          1.1(f)  "CUSTOMER" shall mean any Person from which or from
     dealings with which any member of the Unified Group is earning or
     has earned revenue in the ordinary course of its business.
     Dealings shall include, for example and without limitation,
     distribution arrangements, revenue or income sharing arrangements,
     commission arrangements and any other arrangement or contract.

          1.1(g)  "EFFECTIVE DATE" shall mean January 1, 2000.

          1.1(h)  "EMPLOYMENT PERIOD" shall mean the period that
     begins on the Effective Date and ends on the earlier of: (i)
     twelve (12) months after the date on which Unified shall have
     delivered to Executive written notice (in accordance with the
     provisions of Section 9.3 hereof) of termination of the Employment
     Period, which notice shall not be delivered prior to the fourth
     anniversary of the Effective Date (and the parties agree that the
     term described in this clause (i) shall be for a period of not
     less than sixty (60) months); or (ii) the Date of Employment
     Termination (as defined in Section 3.6 hereof).

          1.1(i)  "EXCHANGE ACT" means the Securities Exchange Act of
     1934, as amended.  All citations to the Exchange Act shall include
     any amendments or any substitute or successor provisions thereto.

          1.1(j)  "EXPECTED EMPLOYMENT PERIOD" shall mean the period
     of time beginning on the Effective Date and ending on the date
     described in Section 1.1(h)(i).  If no written notice terminating
     the Employment Period (as required in Section 1.1(h)(i)) shall
     have been delivered to Executive on or before the Date of
     Employment Termination (as defined in Section 3.6 hereof) or such
     notice is delivered prior to the fourth anniversary of the
     Effective Date, then for all purposes of this Agreement such
     notice shall be deemed to have been delivered on the later of such
     Date of Employment Termination and the fourth anniversary of the
     Effective Date.  For example and without limitation: (i) if
     Unified were to terminate the Executive without Cause (as defined
     in Section 3.3 hereof) at the end of the eighteenth (18th) month
     of the Employment Period, the Expected Employment Period for
     purposes of Section 4.1 would end on the fifth (5th) anniversary
     of the Effective Date; (ii) if Unified were to terminate the
     Executive without Cause on the fourth (4th) anniversary of the
     Effective Date and no written notice of termination of the
     Employment Period had previously been delivered, such notice would
     be deemed delivered on such fourth (4th) anniversary, and the
     Expected Employment Period for purposes of Section 4.1 would end
     on the fifth (5th) anniversary of the Effective Date; and (iii) if
     Unified were to deliver written notice of termination of the
     Employment Period on the fourth (4th) anniversary of the Effective
     Date, and thereafter Executive's employment is terminated by
     Unified or Executive (whether without Cause, for Good Reason or
     otherwise), the Expected Employment Period for purposes of Section
     4.1 would end on the fifth (5th) anniversary of the Effective
     Date.

          1.1(k)  "FAIR MARKET VALUE" means, for any particular date,
     (i) for any period during which Common Stock shall be listed for
     trading on a national securities exchange, the closing price per
     share of Common Stock on such exchange as of the close of such
     trading day; (ii) for any period during which Common Stock shall
     not be listed for trading on a national securities exchange, but
     when Common Stock is authorized as a Nasdaq National Market
     security, the last transaction price per share as quoted by The
     Nasdaq Stock Market (the "Nasdaq"); (iii) for any period during
     which Common Stock shall not be listed for trading on a national
     securities exchange or authorized as a Nasdaq National Market
     security, but when Common Stock shall be authorized as a Nasdaq
     SmallCap Market security, the closing bid price as reported by the
     Nasdaq; (iv) for any period during which the Common Stock shall be
     listed for trading on an electronic communications network (an
     "ECN"), an alternative trading system

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     (an "ATS") and/or on-line order matching system or auction system,
     the closing bid price as reported by such ECN, ATS and/or on-line
     order matching system or auction system; or (v) the market price
     per share of Common Stock as determined by an investment banking
     firm or certified public accountant selected by the Board in the
     event neither (i), (ii), (iii) nor (iv) above shall be applicable.
     If Fair Market Value is to be determined as of a day when the
     securities markets are not open, the Fair Market Value on that day
     shall be the Fair Market Value on the preceding day when the
     markets were open.

          1.1(l)  "PERSON" shall include an individual, firm, trust,
     estate, association, joint venture, partnership, corporation,
     limited liability company, organization or other entity.

          1.1(m)  "UNIFIED" shall mean Unified Financial Services,
     Inc., a Delaware corporation.

          1.1(n)  "UNIFIED GROUP" means, jointly and severally,
     Unified and any Person more than twenty percent (20%) of which (by
     value and not by voting power) is directly or indirectly owned by
     Unified at any time during the Employment Period, and any
     successors or assigns of Unified or any other Person included in
     the Unified Group.

     1.2  GENDER AND NUMBER.  When appropriate, pronouns in this
Agreement used in the masculine gender include the feminine gender,
words in the singular include the plural, and words in the plural
include the singular.

     1.3  HEADINGS.  All headings in this Agreement are included
solely for ease of reference and do not bear on the interpretation of
the text.  Accordingly, as used in this Agreement and except where
expressly provided to the contrary, the term "Section" means the text
that accompanies the specified Section of this Agreement.  For example
and without limitation, a reference to "Section 3" would mean all the
text under the headings numbered 3.1 through 3.6.

     1.4  INCORPORATION OF RECITALS; WAIVER OF DEFENSES.  The Recitals
set forth on the first page of this Agreement are hereby incorporated in
this Section 1.4 as if fully set forth herein and are binding upon the
parties to this Agreement.  Unified shall not, directly or indirectly,
raise as a defense to enforcement or excuse for any nonperformance under
this Agreement Executive's prior representation of Unified, Executive's
representation of himself in connection with this Agreement, or any
failure on the part of Unified to secure adequate legal representation
in connection with this Agreement.  Moreover, Unified represents and
warrants that this Agreement is duly authorized and binding upon Unified
in accordance with its terms; and Unified shall take no action
inconsistent with, and shall raise no objections or defenses to the
enforcement of this Agreement based in whole or part upon, those
grounds.  Executive shall not, directly or indirectly, raise as a
defense to enforcement or excuse for any nonperformance under this
Agreement Executive's representation of himself in connection with this
Agreement.  No provision of this Agreement shall be construed against
any party on the ground that such party drafted the provision or caused
it to be drafted or the provision contains a covenant of such party.

     1.5  APPLICABLE LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Kentucky,
without reference to its conflict of law principles.

SECTION 2:  TERMS AND CONDITIONS OF EMPLOYMENT.

     2.1  PERIOD OF EMPLOYMENT.  Throughout the Employment Period, the
Executive shall serve in the employ of Unified in accordance with the
terms and provisions of this Agreement.

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     2.2  POSITIONS AND DUTIES.

          2.2(a)  Throughout the Employment Period, the Executive
     shall be the Associate General Counsel and a Senior Vice President
     of Unified.  The Executive shall render legal and administrative
     services to Unified as are customarily performed by persons
     situated in similar executive legal positions including, among
     other things, retention and oversight of inside and outside legal
     counsel for Unified and the other members of the Unified Group,
     and may have such other powers or authority as may from time to
     time be prescribed by the Board or any other executive officer of
     Unified or any other member of the Unified Group (collectively,
     "Positions and Duties").  The Executive shall report to the
     General Counsel of Unified.

          2.2(b)  Throughout the Employment Period (but excluding any
     periods of vacation and sick leave to which he is entitled), the
     Executive shall devote reasonable attention and time during normal
     business hours to the business and affairs of Unified and shall
     use his reasonable best efforts to perform faithfully and
     efficiently such responsibilities as are assigned to him under or
     in accordance with this Agreement; provided that, it shall not be
     a violation of this paragraph for the Executive to: (i) serve on
     corporate, civic or charitable boards or committees; (ii) deliver
     lectures or fulfill speaking engagements; (iii) manage personal
     investments for the Executive's own account or those of family
     members; or (iv) render legal services in an "of counsel" or
     similar role to or for the benefit of Persons who are not members
     of the Unified Group, so long as such activities described in
     clauses (i) through (iv) do not materially interfere with the
     performance of the Executive's responsibilities as a senior
     executive officer of Unified in accordance with this Agreement.
     The parties agree that an "of counsel" or similar relationship
     will be beneficial to Unified and will not conflict with
     Executive's Positions or Duties and will not present a conflict of
     interest to Executive or Unified.

     2.3  COMPENSATION.  The Executive's annual compensation and other
benefits described in this Section 2.3 shall be provided by Unified.

          2.3(a)  ANNUAL BASE SALARY.  From the Effective Date, the
     Executive shall receive an annual base salary of $160,000, which
     shall be due and paid in equal or substantially equal
     installments, to be paid at the same frequency as other employees
     of Unified but no less often than monthly.  The Annual Base Salary
     (as hereinafter defined) payable to the Executive shall be
     increased on each January 1 occurring during the Employment Period
     by no less than an amount equal to the Annual Base Salary for the
     immediately preceding calendar year multiplied by the Adjustment
     Percentage.  The Adjustment Percentage shall equal the sum of (A)
     the CPI Percentage, plus (B) eight percent (8%).  The CPI
     Percentage shall mean the greater of (i) zero and (ii) the
     remainder of (x) the quotient of the CPI-U for September of the
     year preceding such January 1 divided by the CPI-U for the
     immediately preceding September, minus (y) one (1), and any such
     remainder shall be expressed as a percentage.  By way of example
     and not limitation, the CPI Percentage for January 1, 2002 shall
     be (assuming such amount exceeds zero) the remainder of (x) the
     quotient of the September 2001 CPI-U divided by the September 2000
     CPI-U, minus (y) one (1); in addition, had this Agreement been in
     effect on January 1, 1999, the actual CPI Percentage for 1999
     would have been the quotient of 163.6 (the September 1998 CPI-U)
     divided by 161.2 (the September 1997 CPI-U) minus one (1), the
     remainder of which is 1.488 percent (0.01488).  The CPI-U shall
     mean the United States Department of Labor's Consumer Price Index,
     All Items, All Urban Consumers (CPI-U) (1982-84=100), All Cities
     (or the successor of such CPI-U, should such index be no longer
     published by the Department of Labor).  The Annual Base Salary
     shall never be reduced during the Employment Period.  "Annual Base
     Salary" as used herein shall mean the annual

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     base salary in respect of a calendar year in the Employment
     Period, as increased from time to time hereunder, and in respect
     of 2000 shall mean $160,000.

          2.3(b)  INCENTIVE BONUSES.  In addition to Annual Base
     Salary, the Executive shall be awarded incentive bonuses on a
     basis commensurate with those provided through the incentive
     compensation plans available to other senior executive officers of
     Unified.

          2.3(c)  SAVINGS AND RETIREMENT PLANS.  Throughout the
     Employment Period, the Executive shall be entitled to participate
     in and receive cash and/or stock-based benefits commensurate with
     the savings and retirement plans available to other senior
     executive officers of Unified.  In addition, Executive shall be
     granted on the Effective Date, and on each January 1 during the
     first sixty (60) months of the Expected Employment Period an
     option, which option shall be fully vested on the date of grant,
     to acquire such number of shares of Common Stock as shall equal
     one-half of the Annual Base Salary (after giving effect to the
     annual increase required by Section 2.3(a) hereof) divided by the
     Fair Market Value of the Common Stock on the date of grant, at an
     exercise price per share equal to the Fair Market Value of the
     Common Stock on the date of grant.

          2.3(d)  FRINGE BENEFITS.  Throughout the Employment Period,
     the Executive shall be entitled to such fringe benefits as are
     provided to other senior executive officers of Unified or shall
     receive cash benefits commensurate therewith.

          2.3(e)  WELFARE BENEFIT PLANS.  Throughout the Employment
     Period (and thereafter, subject to Section 4.1(c) hereof), the
     Executive and/or the Executive's family, as the case may be, shall
     be eligible for participation in and shall receive all benefits
     under, or receive cash benefits commensurate with, all welfare
     benefit plans, practices, policies and programs provided by
     Unified (including, without limitation, medical, prescription,
     dental, disability, salary continuance, employee life, group life,
     accidental death and travel accident insurance plans and programs)
     to the extent available to other senior executive officers of
     Unified.

          2.3(f)  EXPENSES.  Throughout the Employment Period, the
     Executive shall be entitled to receive prompt reimbursement for
     all reasonable expenses incurred by the Executive in accordance
     with the most favorable policies, practices and procedures
     applicable to other senior executive officers of Unified.

          2.3(g)  OFFICE AND SUPPORT STAFF.  Throughout the
     Employment Period, Unified shall provide the Executive with
     reasonable office space and equipment (including furnishings,
     books and reasonable access to research services) no less than
     equal to those generally provided to other senior executive
     officers of Unified, and to personal secretarial and other
     assistance; provided, that the parties contemplate that the
     Executive and Charles H. Binger (while he is employed by Unified)
     will share secretarial and other staff assistance to the extent
     feasible.

          2.3(h)  VACATION.  Throughout the Employment Period, the
     Executive shall be entitled to four (4) weeks paid vacation per
     year.

          2.3(i)  LICENSES AND LEGAL EDUCATION.  Throughout the
     Employment Period, Unified shall pay any and all state licensing
     fees required to be paid by Executive to practice law in any state
     in which Executive currently is licensed as a practicing attorney
     and in any state in which Executive is required to be licensed in
     order to represent Unified and its subsidiaries as a practicing
     attorney.  In addition, throughout the Employment Period,
     Executive shall be entitled to attend two (2) national continuing
     legal

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     education seminars annually, and Unified shall pay any and all
     fees, including, among other things, registration, travel and
     lodging, related thereto.

          2.3(j)  EXECUTIVE'S RIGHTS NONASSIGNABLE.  The right to
     receive the Annual Base Salary (as further provided in Section 4)
     and other benefits hereunder shall be a personal right of the
     Executive and shall not be extinguished by the death of the
     Executive.  Such right shall not be transferable by the Executive
     other than pursuant to the laws of descent and distribution.

     2.4  SITUS OF EMPLOYMENT.  The Executive's services shall be
performed in St. Louis, Missouri during the Employment Period, except to
the extent (and under the terms and conditions) that each of the
Executive, Unified and (if he shall then be employed by Unified) Charles
H. Binger shall agree to a different location.  During the Employment
Period, each of the Executive and the General Counsel of Unified shall
be located at the same office.

SECTION 3:  TERMINATION OF EMPLOYMENT.  Unified may only terminate
Executive's employment for reasons constituting Disability (as defined
in Section 3.2 hereof) or Cause (as defined in Section 3.3 hereof).  Any
termination by Unified for reasons failing to constitute Cause or
Disability is a breach of this Agreement having the remedies set forth
herein.  Executive may terminate his employment by reason of death or
Good Reason (as defined in Section 3.4 below).  Any termination by
Executive during his life for reasons failing to constitute Good Reason
is a breach of this Agreement having the remedies set forth herein. In
the case of any breach of the provisions of this Agreement that does not
entitle the aggrieved party to terminate Executive's employment, the
aggrieved party shall remain entitled to any other remedy or monetary
damages as elsewhere provided in this Agreement (see, for example,
Section 5.7 and Section 8).

     3.1  DEATH.  The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period.

     3.2  DISABILITY.  If Unified determines in good faith that the
Disability of the Executive has occurred during the Employment Period
(pursuant to the definition of Disability set forth below), it may give
to the Executive written notice in accordance with Section 9.3 of its
intent to terminate the Executive's employment.  In such event, the
Executive's employment with Unified shall terminate effective on the
thirtieth (30th) day after receipt of such notice by the Executive (the
"Disability Effective Date"), provided that, within the thirty (30) days
after such receipt, the Executive shall not have returned to full-time
performance of his duties.  For purposes of this Agreement, "Disability"
shall mean that the Executive has been unable to perform the services
required of the Executive hereunder on a full-time basis for a period of
one hundred eighty (180) consecutive business days by reason of a
physical and/or mental condition.  "Disability" shall be deemed to exist
when certified by a physician selected by Unified or its insurers and
acceptable to the Executive or the Executive's legal representative
(such agreement as to acceptability not to be withheld unreasonably).
The Executive shall submit to such examinations and tests as such
physician deems reasonably necessary to make any such Disability
determination.

     3.3  TERMINATION FOR CAUSE.  Unified may terminate the
Executive's employment during the Employment Period for "Cause," which
for purposes of this Agreement shall mean termination based upon, and
only upon: (i) the continued failure of the Executive to perform
substantially, during the Employment Period, the Executive's Positions
and Duties with Unified (other than any such failure resulting from
incapacity due to physical or mental illness), after a written demand
for substantial performance is delivered to the Executive by the Board
or the Chief Executive Officer of Unified which specifically identifies
the manner in which the Board or Chief Executive Officer believes that
the Executive has not substantially

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performed the Executive's Positions and Duties, or (ii) the willful
engaging by the Executive during the Employment Period in gross
misconduct that directly causes material injury to Unified, or (iii)
conviction of the Executive of a felony (or a guilty or nolo contendere
plea by the Executive with respect thereto) willfully committed by the
Executive in the course of performance of his Positions and Duties with
Unified during the Employment Period.  For purposes of this paragraph,
no course of conduct, action or omission on the Executive's part shall
be considered to be grounds for Cause unless such course of conduct,
action or omission (x) was done without reasonable belief that the
course of conduct, action or omission was in the best interests of
Unified, and (y) is inconsistent with standards of conduct consistently
applied to other senior executive officers of the Unified Group.  Any
act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board, or based upon the instructions of
the Chief Executive Officer or any other senior officer of Unified or
any other member of the Unified Group, or based upon the advice of
counsel for Unified shall be conclusively presumed to be done, or
omitted to be done, by the Executive in good faith and in the best
interests of Unified.

Termination for Cause may be effected by, and only by, written notice to
Executive in accordance with the provisions of Section 9.3 hereof
stating with particularity each action or condition constituting Cause,
sufficient in detail such that the corrective measures necessary to cure
such action(s) or condition(s) may be readily inferred from the face of
the notice.  During the ninety-day period following receipt of such
notice by Executive, Unified shall use its best efforts to cooperate
with Executive to cure the action(s) or condition(s) set forth in
Unified's notice.  If a cure is commercially reasonable and the
Executive fails to take sufficient steps within such ninety-day period
to effectuate a cure, then and only then may Unified terminate his
employment for Cause.  Failure of Unified to set forth in such notice
any material fact or circumstance (then known or that should be then
known by Unified) that contributes to a showing of Cause shall waive any
right of Unified to assert such fact or circumstance in enforcing its
rights under this Agreement in connection with such notice, but shall
not waive Unified's right pursuant to any subsequent notice to terminate
the Executive on grounds of any then unknown material fact or
circumstance.

     3.4  GOOD REASON.  The Executive may terminate his employment
with Unified for "Good Reason," which shall mean termination based upon,
and only upon:

          (i)   the assignment to the Executive of any duties
     inconsistent in any respect with the Executive's Positions and
     Duties (including status, offices, titles and reporting
     requirements), as contemplated by Section 2.2 or any other action
     by Unified that results in a material diminution in such Positions
     and Duties, excluding for this purpose any action not taken in bad
     faith and which is remedied by Unified promptly after receipt of
     notice thereof given by the Executive in accordance with the
     provisions of Section 9.3 hereof; or

          (ii)  (a) the failure by Unified to provide any of the
     benefits enumerated in Section 2.3 hereof; or (b) the taking of
     any action by Unified that would adversely affect the Executive's
     participation in, or materially reduce the Executive's benefits
     under, any plans described in Section 2.3(e) hereof; or

          (iii) Unified requiring the Executive to be based at any
     office or location other than that described in Section 2.4
     hereof; or

          (iv)  (a) (1) an attempt by Unified or any other member
     of the Unified Group to cause the Executive to engage in conduct
     that could result in the suspension of his license to practice
     law, or (2) the taking of any course of conduct by Unified and/or
     any member of the Unified Group that would require the Executive
     to resign his employment with Unified under the ethical rules of
     any jurisdiction in

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     which the Executive is licensed to practice law; in each case
     based upon the determination or written advice of the agency or
     other body having authority to suspend such license, or (b) the
     refusal of Unified to submit or permit the submission of facts
     and/or other statements to such agency or other body for purposes
     of obtaining such determination or written advice pursuant to
     subsection (a) hereof; or

          (v)   any purported termination by Unified of the
     Executive's employment otherwise than as expressly permitted by
     this Agreement; or

          (vi)  any failure by Unified to comply with and satisfy
     the provisions of Section 7.2; or

          (vii) within a period ending at the close of business on
     the date three (3) years after the Change in Control Date, the
     Executive, in his sole and absolute discretion, determines and
     notifies Unified in writing, that he does not wish to continue his
     employment with Unified.

Other than a Termination for Good Reason pursuant to Section 3.4(v),
3.4(vi) or 3.4(vii), Termination for Good Reason may be effected by, and
only by, written notice to Unified in accordance with the provisions of
Section 9.3 stating with particularity each action or condition
constituting Good Reason, sufficient in detail such that the corrective
measures necessary to cure such action(s) or condition(s) may be readily
inferred from the face of the notice.  During the ninety-day period
following receipt of such notice by Unified, the Executive shall use his
best efforts to cooperate with Unified to cure the action(s) or
condition(s) set forth in the Executive's notice.  If a cure is
commercially reasonable and Unified fails to take sufficient steps
within such ninety-day period to effectuate a cure, then and only then
may the Executive terminate his employment for Good Reason.  Failure of
Executive to set forth in such notice any material fact or circumstance
(then known or that should be then known by Executive) that contributes
to a showing of Good Reason shall waive any right of Executive to assert
such fact or circumstance in enforcing his rights under this Agreement
in connection with such notice, but shall not waive Executive's right
pursuant to any subsequent notice to terminate his employment on grounds
of any then unknown material fact or circumstance.

     3.5  NOTICE OF TERMINATION.  Any termination by Unified or by the
Executive (including terminations in breach of this Agreement) shall be
communicated by Notice of Termination to the other party.  For purposes
of this Agreement, a "Notice of Termination" means a written notice
given in accordance with Section 9.3 that: (i) indicates the specific
termination provision in this Agreement relied upon (including reliance
upon Section 1.1(h)(i), if the Notice of Termination is delivered to
terminate the Employment Period); (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under the
provision so indicated; and (iii) if the Date of Employment Termination
(as defined below) is other than the date such notice is given,
specifies the Date of Employment Termination (which date shall be not
more than ninety (90) days after the giving of such notice), provided
that no such date need be specified if such notice relates to a
termination for Cause or Good Reason.  The failure by the Executive or
Unified to set forth in the Notice of Termination any fact or
circumstance that contributes to a showing of Good Reason or Cause shall
waive any right of the Executive or Unified to assert such fact or
circumstance in enforcing the Executive's or Unified's, as the case may
be, rights hereunder.

     3.6  DATE OF EMPLOYMENT TERMINATION.  "Date of Employment
Termination" means: (i) if the Executive's employment is terminated by
Unified for Cause or by the Executive for Good Reason, the later of the
day specified in the Notice of Termination and the last day of the cure
period specified in Section 3.3 or 3.4; (ii) if the Executive's
employment is terminated by reason of death or Disability, the date of
death of the Executive or the Disability Effective Date, as the case may
be; (iii) if the Executive's employment is terminated by Unified

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other than for Cause or Disability, the date the Notice of Termination
is given or any later date (within the ninety-day limit provided in
Section 3.5) specified therein, as the case may be; (iv) if the
Executive shall terminate employment with Unified for any reason other
than for Good Reason, the date the Executive shall terminate his
employment with Unified or, if not more than ninety (90) days later, the
date specified in the Notice of Termination; and (v) in any other case,
the date on which the Expected Employment Period ends.

SECTION 4:  CERTAIN BENEFITS UPON TERMINATION.

     4.1  TERMINATION WITHOUT CAUSE OR FOR GOOD REASON.  If during the
Employment Period (i) Unified shall terminate the Executive's employment
without Cause or (ii) the Executive shall terminate employment with
Unified for Good Reason, the Executive shall be entitled to the benefits
provided below:

          4.1(a)  "ACCRUED OBLIGATIONS": On or before the fifth
     (5th) business day following the Date of Employment Termination,
     Unified shall pay to the Executive the sum of: (1) the Executive's
     Annual Base Salary through the Date of Employment Termination to
     the extent not previously paid; (2) any compensation previously
     deferred by the Executive (together with any accrued interest or
     earnings thereon); and (3) any accrued vacation pay; in each case
     to the extent not previously paid.

          4.1(b)  "ANNUAL BASE SALARY CONTINUATION": For the
     remainder of the Expected Employment Period that occurs after the
     Date of Employment Termination, Unified shall pay to the Executive
     the same Annual Base Salary as would have been paid to the
     Executive had the Executive remained in Unified's employ during
     the remainder of the Expected Employment Period.  Unified at any
     time may elect to pay the balance of such payments then remaining
     in a lump sum, in which case the total of such payments shall be
     discounted to present value as determined according to Code
     Section 280G(d)(4); provided, however, in the event of termination
     of employment by Executive pursuant to the provisions of Section
     3.4(vi) or (vii) hereof, Unified shall pay on the Date of
     Employment Termination to the Executive all amounts due pursuant
     to this Section 4.1 and Section 4.5.

          4.1(c)  "OTHER BENEFITS": To the extent not previously
     paid or provided, Unified shall timely pay or provide to the
     Executive and/or the Executive's family any other amounts or
     benefits required to be paid or provided which the Executive
     and/or the Executive's family is eligible to receive pursuant to
     this Agreement or under any plan, program, policy or practice or
     agreement of Unified provided to other senior executive officers
     and their families during the ninety-day period immediately
     preceding the Effective Date or, if more favorable to the
     Executive, those provided generally after the Effective Date to
     other senior executive officers of Unified and their families.
     Over the remainder of the Expected Employment Period, the
     Executive also shall receive health insurance benefits as
     maintained by Unified for the benefit of its senior executive
     officers.

     4.2  DEATH.  If the Executive's employment is terminated by
reason of the Executive's death during the Employment Period, this
Agreement shall terminate without further obligations to the Executive's
legal representatives under this Agreement, other than for timely
payment of Accrued Obligations (as provided in Section 4.1(a)).

     4.3  DISABILITY.  If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive,
other than for timely payment of Accrued Obligations (as provided in
Section 4.1(a)).

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     4.4  TERMINATION FOR CAUSE; TERMINATION OTHER THAN FOR GOOD
REASON.  If the Executive's employment shall be terminated for Cause
during the Employment Period, this Agreement shall terminate without
further obligations to the Executive other than for timely payment of
Accrued Obligations (as provided in Section 4.1(a)).  If the Executive
terminates employment with Unified during the Employment Period
(excluding a termination for death or Good Reason), this Agreement shall
terminate without further obligations to the Executive, other than for
timely payment of Accrued Obligations (as provided in Section 4.1(a)).

     4.5  ANNUAL NONCOMPETE AND SEVERANCE PAYMENTS.  Except in the
case of a termination of the Executive's employment by Unified for
Cause, by Executive without Good Reason or upon the death or Disability
of the Executive, on or before the thirtieth (30th) day following the
Date of Employment Termination (as defined in Section 3.6 hereof), and
on each of the first and second anniversary dates of the Date of
Employment Termination, Unified shall pay to the Executive an amount
equal to the Annual Base Salary as was (or would have been) determined
for the final calendar year of the Expected Employment Period, and if
the termination or purported termination shall be by Unified without
Cause or by Executive for Good Reason pursuant to Section 3.4(v), each
such payment shall be increased by one-half as liquidated damages (and
not as a penalty) in recognition of damage to Executive's reputation and
the enhanced difficulties inherent in finding replacement employment
while being removed from the marketplace.  The payments and arrangements
in this Section 4.5 constitute further consideration for the Executive's
covenants set forth in Section 5, and the Executive agrees that he shall
abide by the terms of Section 5 in their entirety and acknowledges that
Section 5 continues to apply after any termination of employment (other
than a termination described in Section 4.2).


     4.6  EXCISE TAXES.  The parties recognize that termination of
Executive's employment in connection with any change of control or other
payments made in connection with any change in control could result in
excise taxes to the Executive, and the parties provide for payment of
such taxes as follows.

               (i)     Anything in this Agreement to the contrary
          notwithstanding, in the event: (A) it shall be determined that any
          payment or distribution by Unified to or for the benefit of the
          Executive (whether paid or payable or distributed or distributable
          pursuant to the terms of this Agreement or otherwise) (a
          "Payment") would be subject to the excise tax imposed by Code
          Section 4999; or (B) any interest or penalties are incurred by the
          Executive with respect to such excise tax (such excise tax,
          together with any interest and penalties, are hereinafter
          collectively referred to as the "Excise Tax"), then the Executive
          shall be entitled to receive an additional payment (a "Gross-Up
          Payment") in an amount equal to the Excise Tax imposed on the
          Payment and on the Gross-Up Payment as well as any additional
          income tax, employment tax and Excise Tax payable with respect to
          such additional payment (including any interest or penalties
          imposed with respect to such excise tax).  The Gross-Up Payment
          shall not include any amount for the payment of any income or
          employment taxes imposed on the Payment, but shall include any
          income or employment taxes payable with respect to any Gross-Up
          Payment (and any interest and penalties imposed with respect
          thereto).

               (ii)    Subject to the provisions of Section 4.6(iii), all
          determinations required to be made under this Section, including
          whether and when a Gross-Up Payment is required and the amount of
          such Gross-Up Payment and the assumptions to be utilized in
          arriving at such determination, shall be made by an independent
          accountant jointly selected by Unified and the Executive which
          shall provide detailed supporting calculations both to Unified and
          the Executive within fifteen (15) business days of the receipt of
          notice from the Executive that there has been a Payment, or such
          earlier time as is requested by Unified.  All fees and expenses of
          the

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          independent accountant shall be borne solely by Unified.  Any
          Gross-Up Payment, as determined pursuant to this Section 4.6,
          shall be paid by Unified to the Executive within five (5) days of
          the receipt of the independent accountant's determination.  If the
          independent accountant determines that no Excise Tax is payable by
          the Executive, it shall furnish the Executive with a written
          opinion that failure to report the Excise Tax on the Executive's
          applicable Federal income tax return would not result in the
          imposition of a negligence or similar penalty.  Any determination
          by the independent accountant shall be binding upon Unified and
          the Executive.  As a result of the uncertainty in the application
          of Code Section 4999 at the time of the initial determination by
          the independent accountant hereunder, it is possible that Gross-Up
          Payments which will not have been made by Unified should have been
          made ("Underpayment"), consistent with the calculations required
          to be made hereunder.  In the event that Unified exhausts its
          remedies pursuant to Section 4.6(iii) and the Executive thereafter
          is required to make a payment of any Excise Tax, the independent
          accountant shall determine the amount of the Underpayment that has
          occurred and any such Underpayment, as well as any interest and
          penalties imposed thereon, shall be promptly paid by Unified to or
          for the benefit of the Executive.

               (iii)   The Executive shall notify Unified in writing of
          any claim by the Internal Revenue Service that, if successful,
          would require the payment by Unified of the Gross-Up Payment.
          Such notification shall be given as soon as practicable but no
          later than ten (10) business days after the Executive is informed
          in writing of such claim and shall apprise Unified of the nature
          of such claim and the date on which such claim is requested to be
          paid.  The Executive shall not pay such claim prior to the
          expiration of the thirty (30) day period following the date on
          which the Executive gives such notice to Unified (or such shorter
          period ending on the date that any payment of taxes with respect
          to such claim is due).  If Unified notifies the Executive in
          writing prior to the expiration of such period that it desires to
          contest such claim, the Executive shall:

                       (a)  give Unified any information reasonably requested
               by Unified relating to such claim;

                       (b)  take such action in connection with contesting such
               claim as Unified shall reasonably request in writing from time to
               time, including, without limitation, accepting legal
               representation with respect to such claim by an attorney
               reasonably selected by Unified;

                       (c)  cooperate with Unified in good faith in order to
               effectively contest such claim; and

                       (d)  permit Unified to participate in any proceedings
               relating to such claim; provided, however, that Unified shall
               bear and pay directly all costs and expenses (including
               additional interest and penalties) incurred in connection with
               such contest and shall indemnify and hold the Executive harmless,
               on an after-tax basis, for any Excise Tax or income tax
               (including interest and penalties with respect thereto) imposed
               as a result of such representation and payment of costs and
               expenses.  Without limitation on the foregoing provisions of this
               Section 4.6, Unified shall control all proceedings taken in
               connection with such contest and, at its sole option, may pursue
               or forego any and all administrative appeals, proceedings,
               hearings and conferences with the taxing authority in respect of
               such claim and may, at its sole option, either direct the
               Executive to pay the tax claimed and sue for a refund or contest
               the claim in any permissible manner, and

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<PAGE>

               the Executive agrees to prosecute such contest to a determination
               before any administrative tribunal, in a court of initial
               jurisdiction and in one or more appellate courts, as Unified
               shall determine; provided, however, that if Unified directs the
               Executive to pay such claim and sue for a refund, Unified shall
               advance the amount of such payment to the Executive, on an
               interest-free basis and shall indemnify and hold the Executive
               harmless, on an after-tax basis, from any Excise Tax or income
               tax (including interest or penalties with respect thereto)
               imposed with respect to such advance or with respect to any
               imputed income with respect to such advance; and further provided
               that any extension of the statute of limitations relating to
               payment of taxes for the taxable year of the Executive with
               respect to which such contested amount is claimed to be due is
               limited solely to such contested amount.  Furthermore, Unified's
               control of the contest shall be limited to issues with respect to
               which a Gross-Up Payment would be payable hereunder and the
               Executive shall be entitled to settle or contest, as the case may
               be, any other issue raised by the Internal Revenue Service or any
               other taxing authority.

               (iv)    If, after the receipt by the Executive of an amount
          advanced by Unified pursuant to Section 4.6(iii), the Executive
          becomes entitled to receive any refund with respect to such claim,
          the Executive shall (subject to Unified's compliance with the
          requirements of Section 4.6(iii)) promptly pay to Unified the
          amount of such refund (together with any interest paid or credited
          thereon after taxes applicable thereto).  If, after the receipt by
          the Executive of an amount advanced by Unified pursuant to Section
          4.6(iii), a determination is made that the Executive shall not be
          entitled to any refund with respect to such claim and Unified does
          not notify the Executive in writing of its intent to contest such
          denial or refund prior to the expiration of thirty (30) days after
          such determination, then such advance shall be forgiven and shall
          not be required to be repaid and the amount of such advance shall
          offset, to the extent thereof, the amount of Gross-Up Payment
          required to be paid.

     4.7  NON-EXCLUSIVITY OF RIGHTS.  Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in
any plan, program, policy or practice provided by Unified and for which
the Executive may qualify, nor shall anything herein limit or otherwise
affect such rights as the Executive may have under any other contract or
agreement with Unified.  Vested benefits which the Executive is
otherwise entitled to receive under any plan, policy, practice or
program of, or any contract or agreement with, Unified at or subsequent
to the Date of Employment Termination, shall be payable in accordance
with such plan, policy, practice or program or contract or agreement
except as explicitly modified by this Agreement.

     4.8  FULL SETTLEMENT; EXECUTIVE HAS NO DUTY OF MITIGATION.
Unified's obligation to make the payments provided for in this Agreement
and otherwise to perform its obligations hereunder shall not be affected
by any set-off, counterclaim, recoupment, defense or other claim, right
or action which Unified may have against the Executive or others, other
than any set-off for monies improperly taken by Executive (including any
funds embezzled). In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this
Agreement and, except as provided in Section 4.1(c), such amounts shall
not be reduced whether or not the Executive obtains other employment.
Unified agrees to pay promptly as incurred, to the full extent permitted
by law, all legal fees and expenses which the Executive may reasonably
incur as a result of any contest (regardless of the outcome thereof) by
Unified, the Executive or others of the validity or enforceability of,
or liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the
Executive regarding the amount of any payment pursuant to this
Agreement), plus in each case interest on any delayed payment at the
applicable Federal rate provided for in Code Section 7872(f)(2)(A). The
payments and arrangements in this Section 4

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constitute further consideration for the Executive's covenants set forth
in Section 5, and the Executive agrees that he shall abide by the terms
of Section 5 in their entirety and acknowledges that Section 5 continues
to apply after any termination of employment (other than a termination
described in Section 4.2).

SECTION 5:  NON-COMPETITION.

     5.1  NON-COMPETE AGREEMENT.  It is agreed that during the
Employment Period and until the date three (3) years after the Date of
Employment Termination (such period of time, the "Restricted Period"),
the Executive shall not, directly or indirectly, render services of any
nature within the Relevant Market Area (as defined herein) as an
employee, agent, representative, consultant, partner or otherwise, to or
for the direct or indirect benefit of any business that competes with
any member of the Unified Group; provided however, nothing in this
Section 5 shall prohibit Executive from engaging in the private practice
of law.  The Relevant Market Area is the area within the fifty-mile
radius of: (i) each office maintained by Unified at any time during the
Employment Period; and (ii) each office maintained by any other member
of the Unified Group at any time during the Employment Period.  In
addition, during the Restricted Period, the Executive shall not,
directly or indirectly, either as an individual, partner or a joint
venturer, or in any other capacity, invest in, own or have any
arrangement to acquire (whether by option or otherwise) an interest in
any Person or business that is competitive with any member of the
Unified Group, excluding any interest in a publicly traded company which
constitutes not more than one percent (1%) by value of the equity
securities of such company.

     5.2  NON-SOLICITATION OF EMPLOYEES.  It is agreed that during the
Restricted Period, Executive shall not, either directly or indirectly,
approach or solicit: (i) any Person employed by Unified at any time
during the Employment Period; and (ii) any Person employed by any other
member of the Unified Group at any time during the Employment Period,
with a view towards enticing such Person to work for the Executive or
any other Person.

     5.3  NON-SOLICITATION OF CUSTOMERS.  It is agreed that during the
Restricted Period, Executive shall not, either directly or indirectly,
approach or solicit: (i) any Person who was a Customer of Unified at any
time during the Employment Period; and (ii) any Person who was a
Customer of any other member of the Unified Group at any time during the
Employment Period and in respect of which the Executive had direct or
indirect contact or gained Confidential Information during such period,
if such direct or indirect approach or solicitation (x) is made with a
view towards diverting or attempting to divert business from Unified or
any other member of the Unified Group; or (y) consists of any action or
communication that disparages or depreciates, or tends to disparage or
depreciate, the reputation, business practices, future business
prospects, policies or personnel (including officers, directors and
employees) of any member of the Unified Group.

     5.4  CONFIDENTIAL INFORMATION.  For purposes of this Agreement,
"Confidential Information" shall mean any communication disclosed to the
Executive or known by the Executive as a consequence of or through his
past, present or prospective employment or business relationship with
the Unified Group, not generally known and available in the Unified
Group's industries, which constitutes the Unified Group's (including
Unified's) proprietary and non-public method(s) of doing business,
including, but not limited to, any information related to trade secrets,
pricing formulas, know-how, test data, Customer lists, vendor lists,
training and operating manuals, software and reporting systems.  Unified
and the Executive acknowledge that during the Executive's period of
employment by Unified, the Unified Group will furnish the Executive with
Confidential Information.  The Executive agrees both during his
employment with Unified, whether under this Agreement or otherwise, and
at all times thereafter, that the Executive, his officers, directors,
partners, employees, affiliates, agents, representatives or assigns
(collectively "Representatives") shall keep all Confidential Information
in the strictest confidence and shall not discuss, publish, communicate,
transmit, reproduce or otherwise disclose such Confidential Information,
in any manner whatsoever, in whole or in part, without the prior written
consent of Unified, unless and until such time

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as the Confidential Information becomes generally known in the Unified
Group's industries other than through breach of this Agreement.  Any
written consent by Unified to the Executive's disclosure of Confidential
Information, if given, shall in no way operate as a waiver of the
Executive's obligation to maintain the confidential nature of the
material disclosed or to protect and preserve that Confidential
Information from disclosure so that it will receive confidential
treatment thereafter.  The Executive agrees to reimburse Unified for any
damages sustained and costs and expenses, including attorneys' fees,
incurred in connection with an unauthorized disclosure of Confidential
Information by the Executive, his Representatives or any other person or
persons to whom the Executive or his Representatives previously had
disclosed Confidential Information.

     5.5  REASONABLENESS OF COVENANTS.  The Executive acknowledges and
agrees that the covenants and agreements contained in this Section 5 are
reasonable, and the Executive agrees he shall not raise any issue of
their reasonableness in any proceeding to enforce such covenants and
agreements.

     5.6  BLUE PENCILLING.  In the event any court or other body having
appropriate jurisdiction (including any panel of arbitrators) shall
determine that the area where competition is prohibited, the time period
during which competition is prohibited, the nature or duration of
prohibitions on solicitation of Customers or employees, or any other
term of this Section 5 is overbroad, then the area or time or other term
shall be reduced appropriately as the court or other body may determine
is necessary to make this Section 5 enforceable.  The parties
acknowledge that the purpose of this Section 5 is to protect the
goodwill and going concern value of Unified and the Unified Group, and
the parties intend that this Section 5 shall be enforced to the maximum
extent allowed by law.

     5.7  SPECIFIC ENFORCEMENT.  The Executive agrees that any
violation or breach by the Executive and/or his Representatives of any
provision of this Section 5 would cause immediate and irreparable harm
to the Unified Group, the exact amount of which will be impossible to
ascertain, and for that reason further agrees that the Unified Group
shall be entitled, as a matter of right, to an injunction out of the
appropriate court of competent jurisdiction (as set forth below),
restraining any further violation or breach of this Agreement by
Executive and/or his Representatives, either directly or indirectly,
such right to an injunction being cumulative and in addition to whatever
remedies the Unified Group may have under applicable law and/or this
Agreement.  The Unified Group and the Executive hereby irrevocably
consent to the jurisdiction of the Circuit Court of Fayette County,
Kentucky or, if there is federal jurisdiction, the United States
District Court for the Eastern District of Kentucky.  The Unified Group
and the Executive waive any defense of an inconvenient forum to the
maintenance of any action or proceeding brought in such courts in
connection with this Agreement, any objection to venue with respect to
any such action, and any right of jurisdiction on account of the place
of residence or domicile of any party to such action.  The remedies of
the Unified Group under this Section 5.7 are not exclusive, and shall
not prejudice any other rights under this Agreement or otherwise.

SECTION 6:  OWNERSHIP OF PAPERS AND INTELLECTUAL PROPERTY RIGHTS.

     6.1  PAPERS AND PROPERTY.  Executive acknowledges the Unified
Group's (including Unified's) exclusive right to ownership, possession
and title to all papers, documents, tapes, drawings, notebooks,
formulas, Customer lists, software, hardware, trademarks, trade names,
service marks, processes, data, intellectual property, or other records,
information or products prepared by the Executive during the Employment
Period or provided by Unified, or which otherwise come into the
Executive's possession by reason of employment with Unified.  Executive
agrees not to make or permit to be made, except in pursuit of
Executive's Position and Duties hereunder, any copies of such items.
Executive further agrees to deliver to Unified upon request all such
items in Executive's possession and without request to immediately
deliver such items upon the termination, voluntarily or involuntarily,
of Executive's employment.

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     6.2  INVENTIONS.  The term "Inventions" means all ideas,
inventions and discoveries, whether patentable, copyrightable or not,
made or conceived by the Executive, whether or not during the hours of
his employment or with the use of Unified Group's facilities, materials
or personnel, either solely or jointly with others, during the term of
his employment (past, present or future) with any member of the Unified
Group that relates to any present or prospective business of Unified or
any other member of the Unified Group, including, but not limited to,
software, algorithms, designs, devices, processes, methods, formulae,
techniques, data storage systems, networks, servers and any improvements
to the foregoing.

          6.2(a)  REPORT.  Executive agrees to promptly disclose all
     Inventions to Unified.  Executive shall inform Unified promptly
     and fully of such Inventions by a written report, setting forth in
     detail the structures, procedures and methodology employed and the
     results achieved.  A report also shall be submitted by the
     Executive upon completion of any study or research project
     undertaken on behalf of Unified or any other member of the Unified
     Group, whether or not in the Executive's opinion a given study or
     project has resulted in an Invention.

          6.2(b)  ASSIGNMENT AND PATENT.  Executive hereby assigns
     and agrees to assign to Unified all of his rights to such
     Inventions and to all proprietary rights therein, based thereon or
     related thereto, including, but not limited to, applications for
     United States and foreign letters patent and resulting letters
     patent.  Upon Unified's request and at Unified's expense, the
     Executive shall execute such documents and provide such assistance
     as may be deemed necessary by Unified to apply for, prosecute,
     obtain, defend or enforce any United States and foreign letters
     patent based on or related to such Inventions.  The Executive
     agrees to execute all documents reasonably requested by Unified to
     assist Unified in perfecting or protecting any or all of its
     rights in the Inventions.

          6.2(c)  COPYRIGHT.  Executive acknowledges that all
     copyrightable Inventions are "works made for hire" and
     consequently that Unified owns all copyrights thereto, including,
     but not limited to, 17 U.S.C. Sections 101 and 210.  Unified and
     its successors and assigns shall have the sole and exclusive right
     to register the copyright(s) in all such work in its name as the
     owner and author of such work and shall have the exclusive rights
     conveyed under 17 U.S.C. Sections 106 and 106A, including, but not
     limited to, the right to make all uses of the works in which
     attribution or integrity rights may be implicated.  Additionally,
     without in any way limiting the foregoing, the Executive hereby
     assigns, transfers and conveys to Unified, and its successors and
     assigns, all right, title or interest that Executive may now have,
     or may acquire in the future, to the work including, but not
     limited to, all ownership, patent (United States and foreign
     letters patent), trade secret, trade names and trademarks,
     copyright moral, attribution and/or integrity rights.  The
     Executive hereby expressly and forever waives any and all rights
     that Executive may have arising under 17 U.S.C. Section 106A, and
     any rights arising under any federal, state, territorial or
     foreign laws that convey rights which are similar in nature to
     those conveyed under 17 U.S.C. Section 106A.  Notwithstanding any
     provision of the Copyright Act, any and all copyrightable works
     constituting Inventions or prepared either in whole or in part by
     the Executive in connection with his employment are, shall be, or
     shall become, owned by Unified.

SECTION 7:  SUCCESSORS.

     7.1  SUCCESSORS OF EXECUTIVE.  This Agreement is personal to the
Executive, and without the prior written consent of Unified, amounts
receivable hereunder shall not be assignable by the Executive otherwise
than by will or the laws of descent and distribution.  This Agreement
shall inure to the benefit of and be enforceable by the Executive's
legal representatives.

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     7.2  SUCCESSORS OF UNIFIED.  Unified shall require any Person(s)
that acquires (whether directly or indirectly, in one or more
transactions, whether by purchase, merger, consolidation or otherwise)
all or substantially all of the business and/or assets of Unified to
assume expressly and agree to perform this Agreement in the same manner
and to the same extent that Unified would be required to perform it if
no such transaction had taken place.  Failure of Unified to obtain such
agreement on or before thirty (30) days prior to the effectiveness of
any such transaction shall be a breach of this Agreement and such breach
(i) shall entitle the Executive to terminate this Agreement at his
option at any time during or after such thirty (30) day period for Good
Reason, and (ii) shall entitle Executive to immediate payment of all
amounts that are then or that would become due from Unified hereunder.
As used in this Agreement, "Unified" shall mean Unified as hereinbefore
defined and any Person that assumes and agrees to perform (or is
required to assume and perform) this Agreement by operation of law, the
provisions of this Section 7.2 or otherwise.

SECTION 8:  ARBITRATION.  Notwithstanding any other provision of this
Agreement to the contrary, and excluding the rights of the Unified Group
to pursue injunctive relief pursuant to Section 5.7, any controversy or
claim regarding, arising under or pertaining to this Agreement which
cannot be resolved among the parties themselves shall be resolved solely
by binding arbitration in Lexington, Kentucky.  The arbitration panel
shall consist of three arbitrators selected from list(s) of candidates
provided by the American Arbitration Association.  Unified shall be
entitled to appoint one arbitrator and the Executive shall be entitled
to appoint one arbitrator.  The third arbitrator, who shall be an
attorney in good standing who is licensed to practice law in the
Commonwealth of Kentucky and devotes more than one-half of his or her
professional time to the practice of employment law, shall be chosen by
the two arbitrators so appointed.  If any Person fails to appoint its
arbitrator or to notify the other Person of such appointment within
thirty (30) days after the institution of arbitration proceedings, such
other Person may request the President of the American Arbitration
Association to appoint such arbitrator on behalf of the Person who so
failed.  If the two arbitrators appointed by (or on behalf of) the
parties fail to appoint such third arbitrator, or fail to notify the
parties to such proceedings of such appointment, within thirty (30) days
after the appointment of the later of such two arbitrators to be
appointed by (or on behalf of) the parties, any party may request such
President to appoint such third arbitrator.  The President of the
American Arbitration Association shall appoint such arbitrator or such
third arbitrator, as the case may be, within thirty (30) days after the
making of such request.  The arbitration shall be conducted in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association (which rules may be modified by a majority of
the arbitrators serving), except that the parties shall be allowed to
take depositions as provided under applicable state and federal laws,
and the arbitration award, decree and/or order may grant any remedy or
relief that is in accordance with the provisions of this Agreement and
applicable Kentucky law.  No awards of punitive damages shall be made.
The arbitration award, decree and/or order shall be final and binding on
all parties to such arbitration.  Judgment and/or decree shall be
entered (in conformity with such award, decree and/or order) in the
Circuit Court of Fayette County, Kentucky or, if there is federal
jurisdiction, the United States District Court for the Eastern District
of Kentucky.  The Executive and each member of the Unified Group
irrevocably submit to the exclusive jurisdiction of the Circuit Court of
Fayette County, Kentucky or, if there is federal jurisdiction, the
United States District Court for the Eastern District of Kentucky, for
the purpose of (a) entry of any such judgment and/or decree; or (b)
entry of an order to proceed with arbitration.  Any such judgment,
decree and/or order entered by the Circuit Court of Fayette County,
Kentucky, or the United States District Court for the Eastern District
of Kentucky and any related order(s) of such court, may be endorsed as
any other judgment, decree or order of such court.

SECTION 9:  MISCELLANEOUS.

     9.1  ABILITY TO PERFORM.  The Executive warrants that the
Executive's execution and performance of this Agreement is not
restricted or prohibited by any agreement to which the Executive is
subject.

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     9.2  TIME PERIODS.  Any period of time measured under this
Agreement by days shall refer to calendar days and not business days,
unless otherwise provided.  If the last day of any such period falls on
a Saturday, Sunday or holiday observed by commercial banks in the city
of Lexington, Kentucky, the last day of such period, for all purposes of
this Agreement (including the determination of the first day of each
succeeding period of time measured by days), shall be deemed to be the
next succeeding business day after such Saturday, Sunday or holiday.
Any period of time measured under this Agreement shall end at midnight,
Lexington, Kentucky time, on the last day of such period.

     9.3  NOTICE.  For all purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given and received when (i)
delivered; or (ii) mailed by certified or registered mail, return
receipt requested, postage prepaid, addressed to the respective
addresses as set forth below, or to such other address as may have been
furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.

                  Notice to Executive:
                  -------------------

                  David F. Morris
                  2741A Park Avenue
                  St. Louis, Missouri 63104

                  Notice to Unified:
                  -----------------

                  Unified Financial Services, Inc.
                  1104 Buttonwood Court
                  Lexington, Kentucky 40515
                  Attention: Chairman, President and Chief Executive
                             Officer

     9.4  VALIDITY.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.

     9.5  WITHHOLDING.  Unified may withhold from any amounts payable
under this Agreement such federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.

     9.6  WAIVER.  The Executive's or Unified's failure to insist upon
strict compliance with any provision hereof or any other provision of
this Agreement or the failure to assert any right the Executive or
Unified may have hereunder, including, without limitation, the right of
the Executive to terminate employment for Good Reason pursuant to
Section 3.4, shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement.

     9.7  ENTIRE AGREEMENT.  All prior negotiations and agreements
between the parties hereto regarding Executive's employment are
superseded by this Agreement, and there are no representations,
warranties, understandings or agreements other than those expressly set
forth herein, except as modified in writing concurrently herewith or
subsequent hereto.

     9.8  AMENDMENT.  This Agreement may be amended or modified in
whole or in part only by an agreement in writing executed by all parties
hereto and making specific reference to this Agreement.

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     9.9  PRIORITY OF AGREEMENT.  In case of any conflict or ambiguity
in connection with or between this Agreement and any policy manuals,
including, but not limited to, any employee manuals, employment
applications, management instructions or promises, etc., this Agreement
shall control.

     9.10 ASSIGNMENT.  Subject to the provisions of Section 7.2,
Unified shall have the right to assign this Agreement to its successors
or assigns (collectively, "Permitted Assignees").  The terms
"successors" and "assigns" shall include for all purposes of this
Agreement (except Sections 1.1(d) and 2.3(a)), any Person that acquires
all or substantially all of Unified's assets or of Unified's stock, or
with which or into which Unified merges or consolidates.

     9.11 INTENDED BENEFICIARIES.  This Agreement shall be binding
upon the Executive, Unified and their respective successors and assigns,
and shall inure to the benefit of the Executive, Unified, each member of
the Unified Group, their respective successors and assigns and Permitted
Assignees.  Nothing herein expressed or implied is intended to confer
upon any Person not named or described in the preceding sentence any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.

     9.12 COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one
instrument.  A signature transmitted by facsimile shall be deemed a
delivery of an original, manually executed counterpart.

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     IN WITNESS WHEREOF, the Executive and Unified, pursuant to the
authorization from its Executive Committee of the Board, have executed
or caused this Agreement to be executed in its name, all as of the day
and year first above written.

THIS CONTRACT IS GOVERNED BY KENTUCKY LAW AND CONTAINS A BINDING
ARBITRATION PROVISION.  ALL DISPUTES ARISING IN CONNECTION WITH THIS
AGREEMENT ARE SUBJECT TO BINDING ARBITRATION IN LEXINGTON, KENTUCKY.
EACH OF THE EXECUTIVE AND UNIFIED HAS REVIEWED THESE AND THE OTHER
PROVISIONS OF THIS AGREEMENT WITH LEGAL COUNSEL OF HIS OR ITS,
RESPECTIVELY, OWN CHOOSING.


                        "EXECUTIVE"


                        /s/ David F. Morris
                        -----------------------------------------
                        David F. Morris


                        UNIFIED FINANCIAL SERVICES, INC.


                        By: /s/ Timothy L. Ashburn
                           --------------------------------------
                           Timothy L. Ashburn, Chairman,
                           President and Chief Executive Officer

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