EXHIBIT 10.6

                                      LEASE

                              400 EAST MAIN STREET

 THIS LEASE is entered into on the 15th day of October,  1997,  between Isaac S.
Lawrence and Teresa C. Lawrence  (collectively  referred to as "Lessor"),  whose
address is 221 Clinton Road,  Lexington,  Kentucky 40502 and First Security Bank
of  Lexington,  Inc.(in  Organization),  (referred to as  "Lessee"),  having the
address of 400 East Main Street, Lexington, Kentucky 40507.

                                   WITNESSETH:

 In consideration of valuable consideration paid by Lessee to Lessor, receipt of
which is hereby acknowledged,  the mutual COVENANTS herein after contained,  and
each act to be performed  hereunder by either of the parties,  Lessor and Lessee
agree as follows:

                                    ARTICLE I

                                 LEASED PREMISES

 Section 1. 1. Leased Premises. Lessor hereby leases to Lessee, and Lessee
hereby leases from Lessor, the premises generally described as:

 Being approximately 5,000 rental square feet on the first and approximately 800
square  feet of  basement  space of  certain  property  located at 400 East Main
Street,  the Lessee's  space in the portion of the building  attributed  to same
being  hereinafter shown and described as Exhibit A to this Lease, and which are
hereafter to as the "Leased Premises".

 Section 1.2.  Development The building in which the Leased Premises are located
including  the Common  Areas and  improvements,  shown on  Exhibit  A,  together
constitute  the  "DEVELOPMENT".  Lessor  also  grants to  Lessee a  nonexclusive
license to use the Common Areas of the Development, in conjunction with Lessee's
use and occupancy of the Leased Premises.

                                   ARTICLE II

                                TERM AND RENEWALS

 Section 2.1 Original  Term.  The  "Original  Term" of this Lease shall be for a
period of five (5) years  beginning  October  15, 1997 and ending on October 15,
 Section 2.2. Renewals.  Provided that Lessee shall not be in default under any
of the terms and provisions of this Lease, Lessee shall have the following
option to renew:



<PAGE>

 Renewal  Terms.  Options to extend the Original  Term for three (3)  additional
terms of three (3) years  each on the same  terms and  conditions  as herein set
forth, except for the amount of rent by Lessee, which shall be calculated as set
forth in Section 3.4. Lessee shall be deemed to have exercised these options for
renewal terms unless it has provided  written notice to Lessor of its intent not
to renew at least six (6) months prior to the expiration of the Original Term or
the then existing respective renewal term.

 Section 2.3.  Leased Term. , The Original  Term and any  additional  term(s) of
this Lease  resulting from the exercise of the option granted in Section 2.2 are
collectively referred to in this Lease as the "Leased Term".

 Section 2.4 Holding  Over.  In the event Lessee  remains in  possession  of the
Leased  Premises  after the expiration of the entire Leased Term and without the
execution of a new Lease, it shall be deemed to be occupying the Leased Premises
as a Lessee insofar as the same are applicable to a month-to-month tenancy.

                                   ARTICLE III

                                      RENT

 Section 3,1 Minimum Annual Rent.  Lessee shall pay Lessor,  during the Original
Term,  without  prior  demand,  a  minimum  annual  rent of  Sixty-Six  Thousand
($66,000.00)  Dollars,  payable in equal monthly  installments of Five Thousand,
Five Hundred  ($5,500.00)  Dollars in advance on the first day of each  calendar
month  throughout  years one and two of the Original  Term of this Lease without
deduction  or offset.  In years three,  four and five of the  Original  Term the
minimum annual rent shall be Sixty-Nine Thousand ($69,000.00) Dollars payable in
equal monthly installments of Five Thousand Seven Hundred ($5,750.00) Dollars on
the first day of each calendar month.

 Section 3.2 Lease Year . For  purposes of the Lease,  "lease year" shall mean a
period of twelve  consecutive full,  calendar months. The first lease year shall
begin on the Rental Commencement Date. Each succeeding lease year shall commence
on the anniversary date of the first lease year.

 Section 3.3 Rental  Commencement Date. The obligation of Lessee for the payment
of rental  under this Lease shall  commence  October 15,  1997,  less offset for
allowances  in  Section  8.  1.  The Ten  Thousand  ($10,000.00)  Dollar  option
consideration will be applied to November and December rent.

 Section 3.4. Rental Adjustment.

 (a) During the first renewal term of three years and the second renewal term of
     three years Lessee shall pay Lessor, without prior demand, a minimum annual
     rent of Seventy  Thousand  Eight Hundred  ($70,800.00)  Dollars  payable in
     equal  monthly  installments  of Five  Thousand  Nine  Hundred  ($5,900.00)
     Dollars,  in  advance,  on the first day of each  calendar  month,  without
     deduction or offset.

 (b) During the third renewal term of three (3) years,  Lessee shall pay Lessor,
     without prior demand, a minimum annual rent of  Seventy-Three  Thousand Two
     Hundred ($73,200.00) Dollars,  payable in equal monthly installments of Six
     Thousand One Hundred  ($6,100.00)  Dollars in advance,  on the first day of
     each calendar month, without deduction or offset.

<PAGE>

                                   ARTICLE IV

                                      TAXES

 Section  4. 1. Real  Estate  Taxes.  Lessor shall pay all real property ad
valorem taxes and special assessments levied on the Development during or with
respect to the Leased Term.

                                    ARTICLE V

                             COMMON AREA MAINTENANCE

 Section 5. 1. Common Areas.  The Common Areas of Development  shall consist of.
(a) all hallways, stairways, common utility lines and equipment,  foundation and
roof of the building in which the Leased Premises are located; and (b) all other
land and  improvements  in the  Development  not leased to Lessee,  its  agents,
invitees,  customers and general  public,  together with and subject to the same
right  granted from time to time by Lessor or other Lessees and occupants of the
center,  a  non-exclusive  license  to use the  Common  Area  for  their  common
purposes.  Lessor  agrees to maintain  all Common  Areas in good  condition  and
further agrees to keep the parking and sidewalk area reasonably  clean and clear
of snow.

                                   ARTICLE VI

                             USE OF LEASED PREMISES

 Section 6. Use. The Leased Premises shall be used continuously under this Lease
solely for  financial,  banking  and other  related  services,  and for no other
purposes.  The Leased  Premises  shall be occupied by no other  person,  firm or
corporation,  and shall not otherwise be used without the prior written  consent
of Lessor  which shall not be  unreasonably  withheld.  Lessee  shall not use or
occupy or allow or permit the Leased  Premises or any part thereof to be used or
occupied for any purpose contrary to any governmental rule, code, regulation, or
law.  Lessee shall not permit the Leased Premises to be used in any manner which
will  injure the  reputation  of the Leased  Premises or of the  Development  or
occupants of the neighborhood.

 Section 6.2  Enjoyment . Lessor  covenants  that it has full right and power to
execute and perform this Lease and to grant the estate  hereby  conveyed and, if
Lessee fully performs its duties under this Lease,  that Lessee shall throughout
the term hereof have the  peaceable and quiet  enjoyment  and  possession of the
Leased  Premises  without  interference  from  Lessor  or from  anyone  lawfully
claiming through Lessor.

 Section  6.3,  Compliance  with  Law . Upon  receipt  of  notice  from any duly
constituted   public   authorities,   Lessee  shall  comply  with  their  lawful
requirements  and save Lessor ham-Jess from penalties,  fines,  costs or damages
resulting from an act or omission of Lessee,  except as may be the result of the
act, negligence or misconduct of the Lessor.

 Section 6.4 . Rules and  Regulations.  Lessee  shall  comply with the Rules and
Regulations, as set forth on Exhibit B, which are incorporated herein.

                                   ARTICLE VII

                                UTILITY SERVICES

<PAGE>

 Section  7.1.  Payment  by-Lessee.  Payment for all  utilities  used upon or in
connection  with the Leased  Premises shall be made by Lessee.  Lessor grants to
Lessee the right to pro-rate its payments  for  utilities  with the payments for
utilities with other tenants in the Leased Premises or the Development, provided
Lessee reimburses other tenants' use of their utilities in return.

                                  ARTICLE VIII

                                   MAINTENANCE

 Section 8. 1. Lessor's Maintenance. Lessor shall maintain and fully pay for all
roof repairs,  and other structural exterior portions of the Leased Premises and
the Development, plumbing repairs, HVAC maintenance, fight fixtures, electrical,
present  landscaping,  mowing,  ice and snow removal from  sidewalks and parking
lot, exterior paint, parking lot maintenance and all taxes and insurance. Before
Lessee  moves in,  Lessor  shall  paint  interior  walls,  clean the  carpet and
offices,  install a wroucht  iron gate at top of stairs,  repair  handicap  ramp
($300 maximum),  seal and stripe parking lot, and make any necessary  repairs to
Leased Premises.  However, Lessor may also give Lessee an allowance of $2,750.00
total to reimburse for interior paint/seal  driveway/gate/ramp.  Provided,  that
except for ordinary wear and tear, the Lessee shall  promptly  repair or restore
any portion of the Leased  Premises  damaged  through the fault or negligence of
Lessee, its agents, employees, invitees, or customers.

 Section 8.2. Lessee's Maintenanc Subject to the Lessor's obligations in Section
8. 1, and to ordinary  wear and tear,  Lessee  covenants to occupy and routinely
maintain the entire Leased Premises in a safe,  clean and sanitary manner inside
and out;  to maintain  the Leased  Premises in good  repair,  including  but not
limited to janiftorial se-Ace, bulb replacements,  Window glass, and all similar
items,  subject to warranties  Lessor may hold; to remove all garbage and refuse
from the Leased  Premises  and  dispose  of same;  not to bum any  materials  or
rubbish in or on the Leased  Premises  or the  Development;  and not to store or
display  (except  signs)  anything   outside  the  Leased  Premises  or  in  the
Development.

                                   ARTICLE IX

                               LESSEE IMPROVEMENTS

 Section 9. 1. Alterations.  Except as provided in this Lease,  Lessee shall not
alter or add part of the Leased  Premises  except with  Lessor's  prior  consent
which shall not be  unreasonably  withheld.  Lessee  shall make all  alterations
pursuant to applicable  laws, and shall indemnify  Lessors against all expenses,
hens,  claims or damages to either persons or property or to the Leased Premises
arising out of or resulting from such alterations or additions, except as may be
the result of the  negligence  or  misconduct  of Lessor.  Lessee shall  restore
building to its original condition,  wear and tear excepted,  at the end of this
Lease,  i.e.,  inside  walls/ladder/rooms/windows,  etc.  that existed  prior to
possession  (see Exhibit C - photos).  Lessee shall also restore heating and air
conditioning  to two tenants in  basement,  as quickly as  possible,  if cut off
during the removal of walls,  floors or ducts.  If original  HVAC is not usable,
Lessee at Lessee's expense, will install a new HVAC to tenants' satisfaction.

<PAGE>

 Section 9.2.  Trade  Fixtures.  Less.-e may install  necessary  trade  fixtures
(including fixtures, equipment,  counters, vaults and partitions) at its expense
and at the  termination of this Lease Lessee may remove all trade fixtures owned
by Lessee which can be removed  without  material injury to the structure of the
Leased  Premises,  provided  that all rents and other  amounts  which may be due
hereunder are paid in full and all damage, except for ordinary wear and tear and
acts of God, to the Leased Premises is first repaired.  If all stipulated  rents
and payments hereunder are not paid in full, Lessee shall not remove any of said
trade fixtures which shall remain as security for said rent and payments, and if
said  rent and  payments  are not paid in full  within  sixty  (60)  days  after
termination  of this Lease,  then all such fixtures shall become the property of
Lessor  immediately and without further act by or payment to Lessee,  and Lessee
shall deliver a bill of sale therefore to Lessor if Lessor so requests.

                                    ARTICLE X

                           INSURANCE, INDEMNIFICATION

 Section 10, 1. Liability Insurance. Lessee shall at all times keep in force and
effect a policy of public  liability and property damage  insurance with respect
to the Leased  Premises and abutting  common  areas,  with  combined  limits for
public   liability   and   property   damage  of  not  less  than  One   Million
($1,000,000.00) Dollars. The policy shall name Lessee and Lessor as insured, and
shall be with an insurance company approved by Lessor,  which approval shall not
be unreasonably withheld, and a copy of the policy or a certificate of insurance
shall be  delivered  to Lessor at the  commencement  of the initial term of this
Lease and whenever  replaced.  Lessor waives any rights of subrogation under any
such coverage.

Section 10.2. Casualty and Other Insurance.

 (a)  Lessor  shall  obtain  casualty  insurance  coverage  on the  Development,
including the Leased  Premises,  which coverage shall include but not be limited
to fire, extended coverage,  vandalism,  and malicious mischief in the amount of
full replacement  costs of the project.  Lessor waives any rights of subrogation
under any such coverage.

 (b) Lessee shall not keep,  use, sell, or offer for sale.  conduct its business
in any  manner,  perform  any  service or do any act upon in or about the Leased
Premises which may be reasonably prohibited by the such insurance policies,  and
Lessee shall at its own expense comply with all applicable fire insurance rating
rules and  regulations,  except as may be related to  improvements or conditions
which existed prior to the date of execution of this Lease.

Section 10.3.  Plate Glass.  Lessor shall carry plate glass  insurance to cover
the loss to plate glass and any damage  resulting from such breakage or the
replacement thereof

Section 10.4. Damage.  Lessee agrees that Lessor,  Lessor's agents and employees
including  Lessor's  building  manager,  shall not be  liable to Lessee  for any
damages to or loss of personal  property  located in the Leased  Premises or for
the  injuries  to  persons  unless  located in the  Leased  Premises  or for the
injuries  to persons  unless  such  damage,  loss or injury is the result of the
negligence or willful act of the Lessor, or Lessor's agent and employees, or its
building manager.

<PAGE>

 Section  10.5.  Complete  Indemnity  . Lessee  shall hold the  Lessor  harmless
against any and all claims,  damages,  suits,  or causes of action arising after
the  commencement  of the term hereof  resulting from any injury to person(s) or
property or from loss of life sustained in or about the said Leased  Premises by
any person or persons  whatever except to the extent caused by the negligence or
willful  act of  Lessor or its  agents or  employees.  It is the  intention  and
agreement  that Lessor shall not be liable for any personal  injuries or damages
to Lessee or its  officers,  agents,  and  employees or to any other  persons or
occupants of any part of the Leased Promises, or for any injury or damage to any
goods, wares, merchandise,  or property of Lessee or of any occupant of any part
of the Leased Premises,  except to the extent such injury or damage results from
the negligence or willful act of Lessor or its agents or employees.

                                   ARTICLE XI

                              DEFAULT AND REMEDIES

 Section 11. 1. Lessee's Default. Lessee shall be in default of this Lease if:

 (a) Lessee fails to pay any rent due  hereunder  within ten (10) days after the
same  shall be due;  (b)  Lessee  fails to  perform  any  other of the  terms or
conditions of this Lease, for more than thirty (30) days after written notice of
such default (by  certified  mail ' return  receipt  requested)  shall have been
given to Lessee; (c) Lessee or any guarantor of this Lease shall become bankrupt
or insolvent or file in any court  pursuant to any statute  either of the United
States  or  of  any  state  a  petition  in  bankruptcy  or  insolvency  or  for
reorganization  of, for the  appointment  of a  receiver  or trustee of all or a
petition of Lessee's or any such guarantor's property; (d) if Lessee or any such
guarantor  makes an  assignment  for the benefit of  creditors  or  petitions or
enters into an arrangement; (e) if Lessee shall abandon said Leased Premises; or
(f) this Lease is taken under any writ of execution. If the default cannot cured
within this thirty (30) days period,  Lessee  shall be afforded  the  additional
time provided in Section 16.2, subject to the same provisions.

 Section  11.2.  Lessor's  Default.  Lessor shall be in default of this Lease if

Lessor fails to perform any material  term or condition of this Lease,  for more
than 30 days after  receipt of the written  notice or default (such notice to be
sent to Lessor by certified mail,  return receipt  requested).  Lessor shall not
have the  right to cure a default  within  such 30 days if such  default  is the
result of  Lessor's  failure to maintain  the Leased  Premises  and  Development
pursuant  to  Articles V and VIII of this lease and which has or will render the
Leased  Premises  or  Development   untenantable  or  inaccessible  by  Lessee's
customers, or which arises from a breach of Article XX of this Lease.

 Section 11.3. Remedies . (a) Upon the occurrence of a default on Lessee's part,
which has not been cured under  Section 11. 1 or Article XII,  then  Lessor,  in
addition to other rights and remedies it may have,  may terminate this Lease and
may by judicial process peacefully  immediately re-enter the Leased Premises and
remove all persons and property therefrom,  and such property may be removed and
stored in a public  warehouse  or  elsewhere  at the cost and for the account of
Lessee.  In the event of default as specified above,  Lessee shall remain liable
to Lessor for a sum equal to all fixed and additional  rent herein  reserved for
the balance of the Original Term, or such specific renewal term during which the
uncured  default  occurred.  Lessor agrees to mitigate  damages by making a good
faith effort to relet the Leased  Premises and subtracting any such amounts from
amounts owed by Lessee under this Lease.

 (b) Suits or suits for the recovery of any such deficiency or damage,  or for a
sum equal to any  installment or installments of rent or additional rent payable
hereunder,  may be  brought  by the  Lessor,  from time to time at the  Lessor's
election and nothing herein  contained  shall be deemed to require the Lessor to
await the date  whereon  this Lease or the term  hereof  would  have  expired by
limitation  had there been no such default by the Lessee or no such  termination
or cancellation.

<PAGE>

 Section  11.4.  Damages.  Upon  termination  of this Lease  pursuant  to
Section 11. 1,  Lessor  shall be entitled to such  damages as authorized and
permitted by Kentucky law,  including but not limited to an amount equal to any
actual rent reserved hereunder for the unexpired portion of the term.

                                   ARTICLE XII

                              REGULATORY PROVISIONS

 Section 12, 1. In the event that the  Lessee's  bank is closed or is taken over
by the banking  authority  of the State of  Kentucky  or other bank  supervisory
authority,  at the option of the receiver or other legal  representative  of the
bank,  the  maximum  claim of the Lessor for  damages  or  indemnity  for injury
resulting from the rejection or  abandonment of the unexpired  Lease shall in no
event  be in the  amount  exceeding  the rent  reserved  by the  Lease,  without
acceleration,  for the year next  succeeding  the date of the  surrender  of the
premises to the Lessor or the date of re-entry  of the Lessor,  whichever  first
occurs, whether before or after the closing of the bank, plus an amount equal to
the unpaid rent accrued, without acceleration, up to such date.

 Section 12.2. In the event that Lessee  commits an act of default as defined in
this  Lease,  the Lessor  will  promptly  notify  the  Department  of  Financial
Institutions  and  the  Division  of Bank  Supervision  of the  Federal  Deposit
Insurance Corporation of such default and, further, the Lessor will allow either
bank supervisory authority the right to rectify said default.

                                  ARTICLE XIII

                               CASUALTY AND DAMAGE

 13.1 Casualty.

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

<PAGE>

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

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

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

 Section 13.2.  Damage.  Lessee agrees that Lessor and its building  manager and
their officers and employees shall not be liable to Lessee for any damages to or
loss of personal  property  located in the Leased  Premises  or for  injuries to
persons unless such damages,  loss, or injury is the result of the negligence or
willful act of Lessor, its building manager, or employees, contractors, invitees
or agents.

<PAGE>

                                   ARTICLE XIV

                                  CONDEMNATION

 Section 14, 1 . Condemnation.  If the Development,  Leased Premises or any part
thereof  shall be  acquired by any  authority  having  power of eminent  domain,
whether  directly  pursuant to such power or under threat of use. of such power,
Lessor may terminate  this Lease as of the date when  possession is taken by the
acquiring  authority  and  Lessee may  terminate  this Lease as of the date that
notice of  condemnation  is given to Lessee or Lessor.  All proceeds and damages
resulting from such  acquisition  shall belong to and be the property of Lessor.
Lessee  shall  have no claim  against  Lessor by reason of such  acquisition  or
termination,  and shall not have any claim or right to any  portion  or  damages
paid to Lessor as a result of such acquisition. Provided, that Lessee shall have
the  right to claim and  recover  from such  acquiring  authority,  but not from
Lessor,  such compensation as may be separately awarded or recoverable by Lessee
in its own right on  account  of any and all  damages to  Lessee's  business  by
reason of such acquisition, business interruption or displacement.

 Section 14,2. Payment to Lessee.

 Notwithstanding  the  foregoing,  if this Lease  shall  terminate  pursuant  to
Section  13. 1 above,  Lessor  agrees  to pay  Lessee an  amount  calculated  as
follows:

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

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

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

 Section 14.3. Rent Abatement.

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

<PAGE>

                                   ARTICLE XV

                              INSPECTION AND ACCESS

 Section  15,  1.  Inspection  and  Access,  Lessor  or  its  agents  may at any
reasonable  time  inspect  the  Leased  Premises  and make such  repairs  to the
building of which the Leased  Premises are a part as Lessor deems  necessary for
its  preservation.  Any repairs  made by Lessor  because of  Lessee's  breach of
covenant  to repair or  maintain  shall be at  Lessee's  expense.  Lessor  shall
further have the right to install and maintain in the Leased Premises all water,
drain,  gas,  heating  pipes  and  fixtures,  electric  wiring,  and  all  other
appliances reasonably necessary for the operation of the balance of the building
of which the Leased  Premises are a part,  provided that such  installation  and
maintenance   does  not   interfere   with  the   Lessee's  use  or  reduce  the
attractiveness  of the Leased  Premises.  Lessor shall have access to the Leased
Premises at all reasonable  times,  upon prior notice to Lessee,  and in case of
emergency at any time for the purpose of inspecting such facilities or of making
such repairs or changes  thereto as Lessor deems  necessary.  Such repairs shall
occur during normal  banking  hours except in the case of emergency.  Lessor and
Lessee  shall not install any  equipment  which will exceed the  capacity of the
utility  facilities  for the Leased  Premises,  and any  equipment  necessary to
increase  utility  capacity  installed  by Lessee shall be installed at Lessee's
expense.  Lessor shall have access, at all times approved by Lessee,  during the
last six (6) months o f the term of this Lease for the purpose of exhibiting the
Leased  Premises,  and Lessor  shall have the right to place  signs in or on the
Leased  Premises  advertising the same for at least four (4) months prior to the
end of such term, if not further extended.

                                   ARTICLE XVI

                        ASSIGNMENT, SUBORDINATION, LIENS

 Section 16. 1, Assignment, Sublease or License. Lessee may assign this Lease or
sublease the Development or Leased Premises, or any right or privilege connected
therewith,  in whole or in part, and allow any other person to occupy the Leased
Premises or any part  thereof  with the prior  written  consent of Lessor  which
shall not be unreasonably  withheld. A consent by Lessor shall not be consent to
a subsequent  assignment,  sublease,  or occupation by other person.  Failure to
cure, within thirty (30) days following receipt of written notice from Lessor to
Lessee, any unauthorized assignment, sublease or license to occupy by Lessee she
terminate  the Lease at the option of  Lessor.  The  interest  of Lessee in this
Lease is not  assignable  by  operation  of law without  the written  consent of
Lessor except to an entity which controls,  or is controlled by, the Lessee.  No
permitted  sublease  or  assignment  shall  relieve  Lessee  of its  obligations
hereunder except to an entity which controls, or is controlled by, the Lessee.

 Section  16.2,  Subordination.  This  Lease  shall at all  times,  be  subject,
subordinate  and inferior to any first and second mortgage that may be placed on
the Leased  Premises,  or on the Real  Estate in which the Leased  Premises  are
located,  by any bank, trust company,  insurance company or other  institutional
lender,  and the  recording  of such  mortgage  shall be deemed  prior to Lease,
regardless  of whether or when such  mortgage is recorded.  Lessee  shall,  upon
demand,  execute any  instrument  reasonably  necessary to effect the  foregoing
provision.  The  provision  of the Section  16.2 shall only be  effective if the
holder of such  mortgage  shall have first  executed and  delivered to Lessee an
agreement in form and substance generally  recognizing  Lessee's right to occupy
the Leased Premises and agreeing that so long as Lessee is not in default of its
obligations  under this Lease beyond any  applicable  cure  periods  which would
entitle Lessor to terminate this Lease that if such  mortgagees  were to acquire
Lessor's  interest  in the Leased  Premises,  that  Lessee's  use and  occupancy
thereof would not be disturbed.

<PAGE>

 Section 163.  Prohibited  Encumbrances.  Lessee shall not place, or allow to be
placed, any lien or other encumbrances on this Lease, the Leased Premises, or
the Development.

                                  ARTICLE XVII

                                     NOTICE

 Section 17. 1. Notices and Payments. All notices, consents,  waivers, releases,
certifications,  statements,  requests,  payments and other than rent, and other
communications  of any kind hereunder shall be in writing and shall be addressed
and sent by certified mail,  return receipt  requested,  to the parties at their
addresses shown in the caption of this Lease, subject to ninety (96) days notice
of change.  Such  communications  shall be  effective  when  deposited in United
States Mail postage prepaid, unless otherwise agreed or provided herein.

 Section 17.2,  Notice to Mortgages,  Lessee agrees to give any  Mortgagees,  by
registered  mail,  a copy of any  notice  of  default  served  upon the  Lessor,
provided  that prior to such notices  Lessee has been fully  notified in writing
(by way of Notice of Assignment  of Lease,  or otherwise) of the address of such
Mortgagees.  Lessee further agrees that if Lessor shall have failed to cure such
default within the time provided for in this Lease,  then the  Mortgagees  shall
have an  additional  thirty  (30) days to cure such  default or if such  default
cannot be cured within that time,  then such additional time as may be necessary
if within such thirty (30) days any  Mortgagee  has  commenced and is diligently
pursuing  the  remedies  to cure such  default  (including  but not  limited  to
commencement  of foreclosure  proceedings if necessary to effect such cure),  in
which event this Lease shall not be terminated  while such remedies are being so
diligently pursued.

                                  ARTICLE XVIII

                               SIGNS, ADVERTISING

 Section  18.1.  Signs Lessee shall have the right to install and use all of the
sign  types and sizes  available  to the  Leased  Premises  under  local  zoning
regulations.  Lessee  shall,  with  consent  from  Lessor,  which  shall  not be
unreasonably  withheld,  at Lessee's expense,  construct and install an exterior
sign or signs with  Lessee's  name,  the design of such signs  which shall be at
Lessee's  discretion.  Lessor  agrees to  cooperate  in any  effort by Lessee to
obtain sign approvals, variances and administrative appeals.

                                   ARTICLE XIX

                                     PARKING

 Section  19, 1.  Lessee  Parking  Lessor  grants  to Lessee  the use of all the
parking spaces for the  Development  except for one (1) space to be appropriated
or allowed (at  Lessor's  expense) for the other  tenants.  Insofar as insurance
purposes, this permission to park is a license granted by Lessor and no bailment
is hereby  created.  Lessee  and  Lessee's  clients  and  guests  may park their
vehicles at their own risk of any fire, theft, or damage to vehicles or contents
of same.

                                   ARTICLE XX

                            LESSOR'S REPRESENTATIONS

<PAGE>

 Section 20, 1. Lessor represents. covenants and warrants to the Lessee that:

 (a) No toxic hazardous or environmentally  harmful materials or substances are,
or have been used, stored, discharged,  dispersed,  released, treated, generated
or disposed of, in or on the Leased  Premises  and that the Leased  Premises are
free from asbestos  containing  materials;  and there are no underground storage
tanks or polychlorinated  biphenyls in or on the Leased Premises;  and there are
no claims, investigation, order, agreement, litigation or settlement of any kind
(including those proposed, anticipated, threatened or in existence) with respect
to the Premises,

 (b) The Leased Premises are subject to a Downtown Business (B-2A) zone and that
Lessee  is,  and  shall  be,  entitled  to use all of the sign  types  and sizes
available to the Leased Premises under the B-2A zone. Lessor agrees to cooperate
in any effort by Lessee to obtain variances,  conditional  uses,  administrative
appeals and other zoning  related  matters  (except a re-zoning)  for the Leased
Premises.

 (c) The Leased  Premises  are fully  served by  electric,  telephone  and water
utilities and public ways, sanitary sewers and storm sewers.

 (d) The Leased Premises and Development are, upon the Rental Commencement Date,
in compliance with all governmental rules, codes, regulations and laws.

 (e) Except as provided in Section  20.1(d)herein,  the Lessor and Lessee  agree
that the Leased Premises is being leased in an "As Is" condition.

                                   ARTICLE XXI

                        LESSEE'S RIGHTS OF FIRST REFUSAL

 Section 21, 1. Right of First  Refusal to Purchase . Lessor  shall not sell the
Leased  Premises,  or the Development or any portion  thereof,  to any bona fide
third party without first  offering to sell the same to Lessee on the same terms
(net price to Seller, not gross) and conditions proposed by such third party and
acceptable to Lessor.  Lessor shall give Lessee written notice of such terms and
conditions,  including a copy of the acceptable third party proposal, and Lessee
shall have  fifteen  (15) days after its receipt of the notice  within  which to
exercise  this right of first  refusal.  If Lessee  fails to accept the proposal
within the  prescribed  period,  Lessee shall be deemed to have waived the right
herein granted as to such offer but not any future such offers.

<PAGE>

 Section 21.2.  Right of First Refusal to Lease.  Lessee shall have the right of
first refusal to lease  additional space in the Leased Premises and Lessor shall
offer such space to the Lessee using similar  provisions to those outlined above
in 21. 1. No  commission  shall be,  paid to any agent for this  first  right to
lease.

                                  ARTICLE XXII

                            MISCELLANEOUS PROVISIONS

 Section 22.1. Exhibits. The following exhibits are attached to and made part of
this Lease:

 Exhibit . Site Plan,  showing the location and size of the Leased  Premises and
Common Area.

 Exhibit B. Rules and Regulations.

 Exhibit C. Photographs of interior and exterior of Leased Premises.

 Section 22.2.  Memorandum  of Lease,  Lessor and Lessee agree not to place this
Lease of record,  but to execute and record a Memorandum of Lease containing the
names of Lessor  and  Lessee,  the  specific  legal  description  of the  Leased
Premises,  the Original  Term,  and the renewal  options.  Lessor shall have the
Memorandum  of Lease  recorded  and supply the recorded  copy to Lessee,  should
Lessee request.

 Section 22.3 Entirety.  Severability,  and Law,  Except for the Option to Lease
and Agreement to Lease dated May 23, 1997,  whose terms survive the execution of
this Lease, this Lease shall constitute the entire agreement between the parties
and shall not be modified in any manner except by written instrument executed by
the parties.  The invalidity or  unperformability  of any provision hereof shall
not render as invalid any other provision of this Lease.

 Section 22.4. Relationship of Parties. Nothing herein contained shall be deemed
or constructed by the parties  hereto,  not by any third party,  as creating the
relationship  of principal and agent,  or of  partnership,  or of joint venture,
between  the  parties  hereto,  it being  agreed  that  neither  the  method  of
computation of rents nor any other provisions named herein,  nor any acts of the
parties herein,  shall be deemed to create any relationship  between the parties
hereto other than the relationship of Lessor and Lessee.

 Section  22.5  Successors..  This Lease  shall  inure to the  benefit of and be
binding   upon  the   parties   hereto,   their   respective   heirs,   personal
representatives, successors and assigns.

 Section 226 Attornment Lessee shall, in the event of any sale,  assignment,  or
foreclosure,  of Lessor's rights in the Leased Premises, attorn to and recognize
such assignee or purchaser  thereof as the Lessor under this Lease provided that
such assignee or purchaser  recognizes the rights of Lessee to occupy the Leased
Premises  and  that  any and all of  Lessee's  rights  in this  Lease  shall  be
continued, including, but not limited to, Lessee's rights to Renewal Terms.

<PAGE>

 Section 21.7 Estoppel Certificate,  Within ten (10) days after request therefor
by Lessor,  or in the event that upon any sale,  assignment or  hypothecation of
the Leased  Premises by Lessor an estoppel  certificate is required from Lessee,
Lessee agrees at Lessor's cost to deliver a recordable certificate to Lessor, or
to any proposed  mortgagee or purchaser,  certifying  that this Lease is in full
force and effect and that there are no defenses or offsets  thereto,  if such be
the case; or if such is not the case, a statement of claims by Lessee.

 Section 22-8 Waiver No waiver of any covenant or condition or the breach of any
covenant or  condition  of this Lease shall be deemed to  constitute a waiver of
subsequent breach of such covenant or condition, nor to justify or authorize the
nonobservance  on any other  occasion  of the same or of any other  covenant  of
condition  hereof,  nor shall the  acceptance of rent by Lessor at any time when
Lessee is in default under any covenant or condition  hereof be constructed as a
waiver of such default,  nor shall any waiver or indulgence granted by Lessor to
Lessee be taken as an estoppel  against  Lessor during the  continuance  of such
default.  The failure of Lessor promptly to avail itself of such other rights or
remedies as Lessor may have shall not be construed as a waiver of such  default,
but Lessor may at any time thereafter,  if such default continues,  exercise all
its right arising from such default in the manner provided in this Lease.

 Section 22.9. Remedies  Cumulative,  The remedies of Lessor and Lessee shall be
cumulative,  and no one shall be  construed  as exclusive of any other or of any
remedy provided by law,

 Section 22.10, Litigation,

 (a) If Lessor shall be made a party to any  litigation  commenced by or against
Lessee,  and Lessor is agreed or  adjudged  to have no  liability  therein,  and
Lessee is adjudged to have  liability  Lessee shall pay all  expenses  including
reasonable attorneys' fees, incurred by Lessor in connection  therewith.  Lessee
shall also pay all expenses,  including reasonable  attorneys' fees, incurred by
Lessor in enforcing the covenants and conditions of this Lease against Lessee.

 (b) If Lessee is made a party to any litigation commenced by or against Lessor,
and Lessee is agreed or  adjudged  to have no  liability  therein,  or Lessor is
adjudged  to have  liability,  Lessor  shall  pay for  all  expenses,  including
reasonable attorneys' fees, incurred by Lessee in connection  therewith.  Lessor
shall also pay all expenses,  including reasonable  attorneys' fees, incurred by
Lessee in enforcing the  covenants,  terms and  conditions of this Lease against
Lessor.

 Section  22.11.  Time of  Essence,  Time shall be deemed of the  essence on all
matters pertaining to this Lease.

 Section  22,12.  Commencement of Utility  Charges.  Lessee shall be responsible
for its utility charges set forth from the date of occupancy of the Leased
Premises.

 Section 22.13.  Lessor's-Liability  After Sale. Lessee agrees that Lessor shall
be released from  liability  under this Lease should  Lessor sell or convey,  by
General  Warranty  Deed,  the whole fee simple title to the Leased  Premises and
Development  to a bona fide third party,  except for any liability  arising from
any act or omission of the Lessor prior to such sale or conveyance.

<PAGE>

                                  ARTICLE XXIII

                    REALTOR'S REPRESENTATION AND COMMISSIONS

 Section  23, 1.  Representation.  Lessor  and  Lessee  agree  that no agents or
realtors  represent  either of them except that Sue Beard/Paul  Semonin Realtors
has  represented  the Lessee in matters  regarding  this Lease.  Sue  Beard/Paul
Semonin Realtors is the representative of the Lessee and not of the Lessor.

 Section  23.2.  Commission.  In the event of a sale of the Leased  Premises  or
Development from Lessor to Lessee, or to any original  Organizer (as outlined in
the Offering  Circular  dated July 4, 1997) of First Security Bank of Lexington,
Inc. ("Bank") during the Leased Term, Lessor shall pay to Paul Semonin Realtors,
a total sales commission of Twenty Thousand ($20,000.00) Dollars.

 IN TESTIMONY WHEREOF,  the parties hereto have caused this Lease to be executed
on this the day and year first above written.

                                     LESSOR:

                                       /s/ Isaac S. Lawrence
                                       Isaac S. Lawrence

                                       /s/ Teresa C. Lawrence
                                       Teresa C. Lawrence

                                     LESSEE:

                                       FIRST SECURITY BANK OF LEXINGTON


                                       By:/s/ Julian E. Beard

                                       Title: Chairman and President

<PAGE>

                                    EXHIBIT A

                                    Site Plan

<PAGE>

                                    EXHIBIT B

                              RULES AND REGULATIONS

         Tenant shall  comply with the rules of the  building  adopted by Lessor
and set forth  herein.  Lessor  shall have the right if necessary to change such
rules and regulations or to arnend them in any reasonable manner for the safety,
care and  cleanliness of the Leased  Premises and for the  preservation  of good
order  therein,  all of which changes and  amendments  will be sent by Lessor to
Lessee in writing and shall be  thereafter  carried out and  observed by Lesse ,
hless  such  rules or  regulations  (or  changes  thereto)  cause or result in a
disruption  of  Lessee's  business.  Lessee  sh  =) r  be  responsible  for  the
compliance with such rules and  regulations by the employees , servants,  agents
and visitors of Lessee.  Use by Lessee and its  employees  and agents of parking
areas in the vicinity of the building in w1lich the Leased  Premises are located
shall be subject to such rules and regulations  governing use as Lessor may from
tfirle to time prescribe  including the  designation of specific areas in w1lich
automobiles  owned or operated by Lessee,  its  employees  and agents,  shall be
parked.

                         Buildina Rules and Regulations

     Lessor agrees to furnish Lessee five (5) keys without c' Ilarge. Additional
keys will beftirriislied atanominal charge.

         2. Lessee will refer all contractors,  contractor's  represeuta"ves and
installation  technicians,  rendering any service oil or to the Leased  Premises
for Lessee, to Lessor for Lebsor's approval and supervision  before  performance
of any contractual service.  This provision shall apply to all work performed in
the building of any nature affecting floors,  walls,  woodwork,  trim,  windows,
ceilings, equipment or any other physical portion of the building.

         3. No Lessee shall at any time occupy any part of the building as
sleeping or lodging quarters.

         4. Lessee shall not place,  install or operate on Leased Premises or in
any part of building,  any engine,  stove or  machinery,  or conduct  mechanical
operations  or cook  thereon or therein,  or place or use in or about the Leased
Premises any explosives,  gasoline, kerosene, oil, acids, caustics, or ary other
inflammable,  explosive,  or hazardous  material  without  vv-ritten  consent of
Lessor, except Lessee may install and operate such equipment or machinery or use
such material in the normal course of the operation of its banking and financial
services business.

         5. Lessor wiU not be responsible for lost or stolen personal  property,
equipment,  money  orjewelry  from Lessee's  area or public rooms  regardless of
whether such loss occurs when area is locked  against entry or not,  unless such
loss is the  result of the  negligence  or  misconduct  of lessor,  its  agents,
contractors, invitees or employees..

         6. Lessor will not permit  entrance to Lessee's  offices by use of pass
key controlled by Lessor,  to any person at any time without written  permission
by  Lessee,  except  employees,   contractors,  or  service  personnel  directly
supervised  or employed by Lessor has provided  Lessee prior  notice,  or in the
event of an emergency,

         7. None of the entries, passages, doors, hallways or stairways shall be
blocked or obstructed,  or any rubbish, litter, trash, or material of any nature
placed,  emptied or thrown into these  areas,  or such areas be used at any time
except for access or egress by Lessee, Lessee's agents, employees or invitees.

         8. The water closets and other water fixtures shall not be used for any
purpose  other  than  those for  which  they were  constructed,  and any  damage
resulting  to them from  misuse,  or the  defacing  or injury of any part of the
building  shall be bome by the person  who shall  occasion  it. No person  shall
waste water by interfering with the faucets or otherwise.

         9. No person shall  disturb the occupants of the building by the use of
any musical  instruments,  the making of unseemly noises, or other  unreasonable
use.  No animals or pets of any kind will be  allowed  in the  building,  except
guide dogs and service dogs or security dogs.

<PAGE>

                                    EXHIBIT C

             Photographs of interior and exterior of Leased Premises


<PAGE>