EXHIBT 10.3

                        SETTLEMENT AND RELEASE AGREEMENT


     THIS SETTLEMENT AND RELEASE  AGREEMENT  ("Agreement"),  effective as of the
31st day of December 2003 (the "Effective  Date") and entered into as of January
23,  2004,  by  and  between  Unified  Financial  Services,   Inc.,  a  Delaware
corporation with corporate offices in Lexington, Kentucky ("Unified Financial"),
and David F. Morris, a resident of the State of Missouri ("Executive").  Unified
Financial and Executive are sometimes individually referred to herein as a Party
and   collectively  as  Parties.   Each  of  Unified  Trust  Company,   National
Association,  a limited purpose  national trust company,  Unified Fund Services,
Inc., a Delaware  corporation,  Unified Financial  Securities,  Inc., an Indiana
corporation,  Fiduciary  Counsel,  Inc.,  a Delaware  corporation,  Commonwealth
Premium Finance Corporation, a Kentucky corporation, Unified Insurance Managers,
Inc.,  a Kentucky  corporation,  Unified  Employee  Services,  Inc.,  a Delaware
corporation, and Equity Insurance Managers of Illinois, LLC, an Illinois limited
liability  company,  is a party to this  Agreement  for purposes of Paragraphs 5
through 9, 14 and 16 of this Agreement,  and  acknowledges and agrees that it is
receiving  consideration  for  its  execution  of this  Agreement  by way of the
releases granted by Executive hereunder.

     WHEREAS,  Executive  and  Unified  Financial  are  parties to that  certain
Employment Agreement,  dated as of December 31, 1999, as amended by that certain
Waiver of Provisions of  Employment  Agreement,  dated May 12, 2002 (as amended,
the  "Employment  Agreement"),  whereby  Executive  has been employed by Unified
Financial  as a Senior  Vice  President  and  Associate  General  Counsel  since
December 31, 1999; and

     WHEREAS,  certain  disputes  have  arisen  between  Executive  and  Unified
Financial; and

     WHEREAS,  Executive  desires to resign  from his  employment  with  Unified
Financial; and

     WHEREAS,  in order to provide  Unified  Financial an orderly  transition of
Executive's  duties,  Executive  is  willing  to  assist  Unified  Financial  in
transitioning  Executive's  duties  to other  employees  or  representatives  of
Unified Financial on the terms set forth in this Agreement; and

     WHEREAS,  Unified Financial was represented by independent counsel (Hogan &
Hartson LLP) with regard to this Agreement, and this Agreement has been approved
and adopted by the Board of Directors of Unified Financial; and

     WHEREAS,  Executive was represented by independent counsel (Mary Anne Sedey
and others) with regard to this Agreement; and

     WHEREAS,  Executive  and  Unified  Financial  desire  to  enter  into  this
Agreement to resolve all matters and settle any and all claims  between them, on
the following terms and conditions.

     NOW,  THEREFORE,  in consideration of the mutual promises contained in this
Agreement, the Parties agree as follows:

        1. Incorporation of Recitals. The Parties agree that the above Recitals
           --------------------------
are hereby agreed to and incorporated in the body of this Agreement as if fully
set forth herein.

         2. Termination of Employment. As of the Effective Date, the Employment
            --------------------------
Agreement is hereby terminated,  and shall be of no further force or effect, and
no  party  shall  have any  obligation  under  the  Employment  Agreement.  This
Agreement   (including  the  documents  and  instruments  made  a  part  hereof)
constitutes  the entire  agreement,  and  supersedes  all prior  agreements  and
understandings,  both written and oral,  between the parties with respect to the
subject matter of this Agreement.  Executive's current employment will terminate
on August 30, 2004 (the "Final Termination Date"). During the period between the
Effective  Date and  February  29,  2004,  Executive  shall work  full-time in a
diligent  and  professional  manner and shall  devote  himself to  handling  the
resolution of pending legal matters to which Executive had devoted time prior to



<PAGE>

the Effective Date and the transition of work to other counsel,  but will not be
expected to take primary  responsibility  for any new legal  matters.  Not later
than January 28, 2004,  Executive shall deliver to Unified Financial via fax (to
859-514-6174)  a written  summary  prepared in good faith of all  pending  legal
matters being  handled by Executive  and Charles H. Binger,  and all other legal
matters  involving  Unified  Financial  and the  Unified  Entities  of which the
Executive is aware,  including a  reasonable  description  of each  matter,  its
status,  pending deadlines,  contact persons (including any outside counsel) and
any recommendation for future handling. Said summary will be updated on February
28,  2004.  During  the  period  from  March 1,  2004 to  August  30,  2004 (the
"Transition  Period"),  Executive  shall be on a paid leave of  absence,  during
which time  Executive  shall not be expected to undertake any duties for Unified
Financial  and/or  any  other  Unified  Entities  (as such  term is  defined  in
Paragraph 5.A hereof);  provided,  however,  during such period  Executive shall
make  himself  reasonably  available   (consistent  with  any  other  employment
obligations),   without  additional  consideration,   to  consult  with  Unified
Financial  and/or its legal  counsel  regarding  matters  involving  the Unified
Entities that occurred while  Executive was employed by Unified  Financial.  Any
and all  reasonable  expenses  incurred by  Executive  in  connection  with such
consultations  shall be reimbursed  promptly by Unified  Financial.  Expenses in
excess of $500 must be  approved  in writing by Unified  Financial  in  advance.
After the Effective Date and through the Final Termination Date, Executive shall
retain the titles of Senior Vice  President  and  Associate  General  Counsel of
Unified  Financial.  During the Transition  Period and  thereafter,  the Parties
shall  not have  any  obligation  to each  other  that is not set  forth in this
Agreement  and the  documents  referenced  herein.  The  Parties  agree that the
employment of Executive by Unified  Financial  shall  terminate as of August 30,
2004, unless Executive voluntarily terminates such employment on an earlier date
during the Transition Period.  Notwithstanding  anything contained herein to the
contrary,  at any time after the  Effective  Date,  Executive  may: (i) serve on
corporate,  civic or charitable  boards or committees;  (ii) deliver lectures or
fulfill  speaking  engagements;  (iii) manage  personal  investments for his own
account or those of family members; and (iv) render legal services to or for the
benefit of persons or  entities  other than the  Unified  Entities.  Executive's
failure to perform any of the duties  described  above after the Effective  Date
shall  not  excuse  Unified  Financial  from  the  timely   performance  of  its
obligations and duties under this Agreement or create any right of setoff.

     For purposes of  qualifying  for benefits  under the  Consolidated  Omnibus
Budget  Reconciliation Act of 1986, as amended  ("COBRA"),  the qualifying event
shall be deemed to have occurred on February 29, 2004.  After February 29, 2004,
no Unified Entity shall be  responsible  for payment of any amounts to Executive
or on  Executive's  behalf or  benefit  except  as  otherwise  provided  in this
Agreement.  A copy of  Executive's  proposed  COBRA  notice is  attached to this
Agreement  as  Exhibit  A.  Notwithstanding  anything  contained  herein  to the
contrary, Executive's employment with Unified Financial may not be terminated by
Unified  Financial  prior to August  30,  2004;  provided,  however,  that:  (i)
Executive may  terminate his  employment  during the  Transition  Period for any
reason with five days'  written  notice to Unified  Financial,  and (ii) Unified
Financial,  upon written  notice to  Executive,  may require  Executive to cease
performing  any or all of his  duties  under  this  Agreement  at any time,  but
delivery  of such  notice  shall  not  affect  Unified  Financial's  obligations
hereunder.

     3. Salary; Settlement Sum; Other Items.
        ------------------------------------

        A. For the period from January 4, 2004 through August 30, 2004, Unified
Financial  shall pay  Executive  $150,000 (the "2004  Payment"),  less usual and
customary  withholdings,  being paid in bi-weekly  installments  of $8,824 each,
less usual and customary  withholdings,  at the same time and frequency as other
employees of Unified Financial;  PROVIDED, HOWEVER, in the event Executive shall
terminate  his  employment  on an earlier  date  during the  Transition  Period,
Unified  Financial  shall, on the date Executive's  employment  terminates or as
promptly thereafter as is reasonably  practical,  pay to Executive the remaining
portion  of the 2004  Payment  that  remains  unpaid as of  Executive's  date of
employment termination. The Parties acknowledge and agree that Executive had two
weeks'  accrued but unused  vacation  days as of December  31, 2003 and will not
accrue any additional  vacation days after December 31, 2003.  Executive may use
any accrued but unused  vacation  days prior to February 29, 2004,  or otherwise
shall lose any such unused days.

        B. Unified Financial shall pay the Settlement Sum (as provided in this
Paragraph  3.B) to or for the benefit of  Executive.  The  Settlement  Sum shall
consist  solely of  $950,000,  which  shall be paid in the  following  two parts
within three business days following the expiration (without  revocation) of the
seven (7) day  revocation  period set forth in  Paragraph  11.G (such date,  the
"Payment Date").

                                       -2-
<PAGE>

                (1) The first part of the  Settlement  Sum shall be $450,000
(the  "First   Part")  and  shall  be  allocated  as  follows.   The  amount  of
consideration  allocated to the stock Unified Fund Services, Inc. purchases from
Executive  pursuant to Paragraph 3.B(3) below (such amount, the "Stock Portion")
shall be paid by direct  deposit  to  Executive's  account  at  Unified  Banking
Company  without  withholding  or reduction of any sort. The Stock Portion is in
consideration  of the stock being sold by  Executive  as  described in Paragraph
3.B(3) below.  Such allocation shall not exceed, on a per share basis, the value
per share set forth in the D&P Report, as hereinafter defined. The amount of the
First Part that  exceeds the Stock  Portion  shall be paid by direct  deposit to
Executive's  account  at  Unified  Banking  Company,  less  usual and  customary
employment  withholdings.  Executive shall have the right to elect or adjust the
amount  of  such   withholdings   as  permitted  by  applicable  tax  rules  and
regulations.  Unified Financial acknowledges and agrees that after the Effective
Date but before the Payment  Date,  Executive  may change the  allocation of the
Settlement  Sum  between  the First  Part and the  Second  Part (as  hereinafter
defined), in his sole discretion.

        (2) The remainder of the  Settlement  Sum,  $500,000 (such  remainder,
the "Second Part"),  less those  employment  withholdings  described in the next
sentence,  shall be paid by delivery of a check to Executive,  which check shall
be payable to PLAZA 2100 SUPPLEMENTAL RETIREMENT INCOME TRUST (the "Trust"). The
Trust shall be established  pursuant to the trust  agreement  attached hereto as
Exhibit B (the "Trust  Agreement").  Executive shall notify Unified Financial of
---------
his final  determination  of the trustee of the Trust (the "Trustee") by January
28, 2004,  and shall present  Unified  Financial  with three copies of the Trust
Agreement executed by the Trustee.  Unified Financial subsequently shall execute
and deliver to Executive two of the three copies of the Trust  Agreement and the
check on the Payment  Date.  The Parties  acknowledge  and agree that the Second
Part of the Settlement Sum is not subject to customary employment  withholdings,
except FICA and FUTA  withholdings,  which amounts shall be withheld solely from
the  Second  Part.  Notwithstanding  anything  to  the  contrary  in  the  Trust
Agreement,  Executive shall have the sole  responsibility to remit the check for
the Second Part to the Trustee for deposit in the Trust,  and failure to deliver
such check to the Trustee within 30 days after Unified  Financial  delivers such
check  to  Executive  on the  Payment  Date  shall  render  Unified  Financial's
obligation to establish a Trust under this  Agreement null and void. The parties
acknowledge  and agree that the Trust is intended to qualify as a grantor trust,
within the meaning of subpart E, part I,  subchapter J, chapter 1, subtitle A of
the Internal Revenue Code of 1986, as amended (the "Code"). If Unified Financial
and/or any other Unified  Entity  subsequently  reports the  transaction  to the
Internal  Revenue  Service ("IRS") or any other taxing  authority  (whether such
report is on its own tax  return(s) or on any  information  returns) in a manner
inconsistent  with  this  agreed  characterization,  for any  reason  whatsoever
(including  a  subsequent  determination  by Unified  Financial  that the agreed
characterization  herein was erroneous),  Unified  Financial shall, from time to
time,  hold  Executive  harmless  from and against any  increase in  Executive's
federal, state or local income taxes, including interest and penalties, together
with  Executive's  related  legal and/or  accounting  fees.  For purposes of the
preceding sentence, Executive shall incur an increase in federal, state or local
income  taxes  attributable  to the Second  Part of the  Settlement  Sum only if
amounts  scheduled  to be paid in a later  calendar  year from the Trust  become
taxable to Executive  in an earlier  calendar  year,  in which case the increase
shall be calculated  according to Kentucky law. Unified Financial shall not take
a tax  deduction  for the Second  Part,  for  federal  and/or  state  income tax
purposes,  except with regard to  distributions  from the Trust that the Trustee
has notified Unified Financial in writing are taxable to Executive.

                (3) In connection with the payment by Unified Financial of the
Settlement  Sum,  Executive  shall  execute and  deliver to Unified  Financial a
properly  endorsed stock power,  in the form attached  hereto as Exhibit C, with
                                                                 ----------
respect to Unified  Financial  stock  certificate no. 459,  representing  12,000
shares of Common Stock (the  "Certificate").  The Parties  acknowledge and agree
that the sale,  assignment  and transfer  hereto is subject to the terms of that
certain Security,  Stock Pledge and Escrow Agreement,  dated as of May 23, 2000,
by and  among  Timothy  L.  Ashburn,  Thomas G.  Napurano,  Charles  H.  Binger,
Executive, Anthony J. Ghoston, Ronald C. Switzer ("Switzer") and Stoll, Keenon &
Park  (the  "Stock  Pledge  Agreement"),  and,  in the  event  such  shares  are
foreclosed upon by Switzer, neither Unified Financial nor Unified Fund Services,
Inc.  shall have any right to go against  Executive  with  respect to the shares
represented by the Certificate or the payment made therefor. Concurrent with the
execution of this Agreement,  and in accordance with the provisions of Section 5
of the Stock Pledge  Agreement,  Unified  Financial shall deliver to Executive a
written  consent of Switzer  with respect to the sale by Executive of the shares
of Common Stock  represented by the Certificate.  Executive's sale of his Common
Stock shall be reported by Unified  Fund  Services,  Inc. to the IRS as proceeds
from the sale or exchange of stock on IRS Form 1099B.  If Unified Fund Services,


                                      -3-
<PAGE>

Inc. and/or any other Unified Entity subsequently reports the transaction to the
IRS or any other taxing  authority in a manner  inconsistent  with the foregoing
for any reason whatsoever (including a subsequent  determination by Unified Fund
Services, Inc. that the agreed  characterization herein was erroneous),  Unified
Financial shall, from time to time, hold Executive harmless from and against any
increase in Executive's federal, state or local income taxes, including interest
and penalties,  together with Executive's  related legal and/or accounting fees,
with such  increase to be the  difference  between the amount that would be then
due from  Executive if the payment of the Stock  Portion to Executive was solely
in exchange for 12,000 shares of Executive's  Common Stock and the actual amount
then due from  Executive.  Promptly  upon  issuance of the  valuation  of Duff &
Phelps with respect to the price per share of the Common  Stock,  as of December
31, 2003,  with respect to shares of Common Stock held by the Unified  Financial
Services Equity  Participation Plan (the "D&P Report"),  Unified Financial shall
issue to  Executive  non-qualified,  10-year,  fully  vested  options for 12,000
shares of Common Stock,  with an exercise price per share equal to the valuation
established by the D&P Report, such options to be in the form attached hereto as
Exhibit D.
---------

     C. Each of the Unified  Entities and Executive  shall execute and deliver a
Release,  on the  earlier of the Final  Termination  Date or the date upon which
Executive  voluntarily  terminates  his leave of absence,  in the form  attached
hereto as Exhibit E.
          ---------

     D. During the period  between the  Effective  Date and  February  29, 2004,
Executive shall be eligible for  participation in and shall receive all benefits
under, or receive cash benefits  commensurate  with, all fringe benefit plans or
programs,  all savings and retirement plans (including,  but not limited to, The
Unified  Companies  Retirement  Savings  Plan) and all  welfare  benefit  plans,
practices,  policies and programs provided by Unified  Financial  (excluding any
annual or special  bonus  payments,  severance  payment  benefits  and  vacation
accrual),  in each case to the extent generally  available to other employees of
Unified Financial and/or its subsidiaries.  In addition, Executive shall be: (i)
entitled  to prompt  reimbursement  of all  reasonable  and  necessary  expenses
incurred by Executive  on behalf of Unified  Financial,  in a manner  consistent
with expenses  reimbursed by Unified  Financial  prior to the date hereof;  (ii)
entitled to prompt  reimbursement  of all  expenses  incurred by  Executive  and
submitted for  reimbursement  prior to January 9, 2004 (it being  understood and
agreed that  Executive  shall not be entitled to attend the proposed  March 2004
M&A  seminar at  Unified  Financial's  expense);  and (iii)  entitled  to prompt
reimbursement  of all expenses and costs  related to or incurred by Executive in
connection with the mediation and/or negotiation sessions held from January 7-9,
2004 (the "Mediation").

     E. During the period from the Effective Date to February 29, 2004,  Unified
Financial  shall  continue to lease the  current  office  utilized by  Executive
(subject  to  availability),  and  shall  pay  all  costs  associated  therewith
consistent  with past  practice,  including,  but not limited to, all equipment,
telephone  service (local,  long distance and cellular service) and the services
of his current assistant, in each case commensurate with those services received
by Executive,  and those services paid by Unified  Financial,  prior to the date
hereof.  From March 1, 2004  through  the earlier of August 30, 2004 or the date
Executive  obtains other  employment,  Unified Financial shall continue to lease
the current office utilized by Executive  (subject to  availability);  PROVIDED,
HOWEVER,  Executive  shall  pay the rent  expense,  telephone  service  expense,
postage  expense,  and the expenses of any supplies for such office.  During the
period  that  Unified  Financial  leases the  current  office  pursuant  to this
Paragraph  3.E,  Executive  shall be  entitled  to use the  office,  and Unified
Financial shall continue to employ  Executive's  current  assistant  (subject to
said  assistant's  willingness  to continue to be  employed),  who shall provide
services to Unified Financial in addition to reasonable assistance to Executive.
If Executive does not intend to utilize the current office at any time after the
Effective Date and before August 30, 2004 (or the date  Executive  obtains other
employment,  if earlier),  Executive will inform  Unified  Financial in order to
permit  Unified  Financial  to give  notice  to the  landlord  of its  intent to
terminate  the lease.  In any  event,  Unified  Financial  intends to notify the
landlord of its intent to  terminate  the lease on August 30,  2004,  if earlier
notice is not given by Executive.

     F.  Promptly  upon  submission  of invoices (but not later than thirty (30)
business days after submission),  Unified Financial shall reimburse  Executive's
counsel for all legal fees and expenses  paid or payable by Executive to Sedey &
Ray, PC and/or Bryan Cave LLP for advice received  and/or  services  rendered in
connection  with this  Agreement,  the disputes  between  Executive  and Unified
Financial,  the Trust,  the  Mediation  and/or  the  transactions  or  documents
contemplated hereby;  PROVIDED,  HOWEVER, in no event shall Unified Financial be
obligated  to  reimburse  more than  $30,000  for legal fees paid or incurred by
Executive and Charles H. Binger, in the aggregate.

                                       -4-
<PAGE>

     G. Unified  Financial  hereby  authorizes  Executive,  on behalf of Unified
Financial, to apply for a tail insurance policy for Executive,  the premiums and
all  other  costs  for  which  shall be paid  for by  Executive,  that  provides
"employed  lawyer" coverage for acts or omissions by Executive prior to March 1,
2004 (such  coverage to be comparable to the coverage that existed for Executive
as of November 1, 2003), and which policy shall (i) be a zero dollar cost policy
to  Executive  (no  deductible),  (ii) have a  $2,000,000  limit,  (iii) have an
extended reporting period,  which period shall run through January 7, 2007, (iv)
list Executive as a named insured and (v) be non-cancelable by Unified Financial
(unless  Executive  fails to pay for such policy on or before premium due dates)
or such other terms as Executive is able to negotiate.  Promptly upon  issuance,
Unified  Financial shall provide  Executive a copy of the binder of coverage and
the policy with respect to such insurance.  Executive hereby unconditionally and
irrevocably  indemnifies  Unified  Financial for any losses,  damages,  costs or
other expenses incurred in connection with obtaining such tail insurance policy,
including  any premiums,  surplus  lines  charges and taxes,  and including as a
result of any false statements or other incorrect information or representations
made by Executive in applying for such insurance.

         4. Reason For Termination. The Parties agree that Unified Financial
            -----------------------
shall designate Executive's termination as a voluntary resignation, and shall be
described  as such by the Parties  when  communicating  with  others.  Regarding
matters relating to references,  and other  information and  communication,  see
Paragraph 9.F below.

         5. Release.
            --------

     A.  Definitions.  For all  purposes of this  Agreement,  the term  "Unified
         ------------
Entities" shall include Unified Financial,  each of its subsidiaries and each of
their  respective  successors  and assigns.  Each such entity shall be a Unified
Entity and, collectively, they shall be the Unified Entities.

     B. General Release by Executive.
        -----------------------------

                (1) Release by Executive. Executive represents that he has not
                    ---------------------
been treated adversely on account of age, nor otherwise been treated  wrongfully
in  connection  with  his  employment  with  the  Unified  Entities.   Executive
acknowledges  that  Unified  Financial  is  relying on the  representations  and
promises of  Executive  in this  Agreement  in agreeing to pay him the  benefits
described in Paragraph 3.B(1). In return for such consideration, the adequacy of
which is hereby  acknowledged,  Executive  does  hereby for  himself and for his
heirs,  executors,  administrators  and  assigns  release,  acquit  and  forever
discharge  each  Unified  Entity  and any and all of  their  current  or  former
officers,   directors,   employees,   agents,  advisers,   affiliated  entities,
successors  and  assigns,  from any and all claims,  demands,  damages,  rights,
costs, expenses,  compensation,  contracts, debts, actions, causes of action, or
suits at law or in equity,  of any kind or nature,  whether  based on  contract,
statute, common law, equity or any other theory, and whether or not now known or
contemplated,  which Executive ever had, now has, or which his heirs,  executors
or administrators  hereafter can, shall or may have by reason (in whole or part)
of any fact, matter,  cause or thing whatsoever that occurred from the beginning
of the world to the date of Executive's  signature of this Agreement (whether or
not related to his employment or termination) including, without limitation:

                        (a) those in any manner, whether directly or indirectly,
related to or rising out of Executive's  equity  holdings in Unified  Financial,
employment by the Unified Entities,  or the termination of his employment by the
Unified Entities,  including, but not limited to, matters related to any alleged
employment  discrimination,  wrongful  termination,  breach of  covenant of good
faith and fair dealing,  tortious  interference with contract,  libel,  slander,
breach of implied contract or contract,  fraud,  promissory  estoppel,  tortious
interference  of contract,  retaliation,  physical,  emotional or  psychological
injury,  battery,  false  imprisonment  or violation of any applicable  state or
federal law, and any other law prohibiting  retaliation based on exercise of any
rights under any law, providing whistleblowers  protection,  mandating leaves of
absence,  or  prohibiting  discrimination  based on veteran  status or  military
services and any federal or state securities or corporate law; and

                        (b) those in any manner based on or brought pursuant to:

(i) the National Labor Relations Act, as amended, 29 U.S.C.ss.151, et seq.; (ii)
                                                                   ------
the Civil Rights Act of 1964, as amended,  42  U.S.C.ss.2000(e),  et seq.; (iii)
                                                                  ------
the Civil Rights Act of 1991, as amended;  (iv) the Civil Rights Act of 1866, 42
U.S.C.ss.1981, et seq.; (v) the Family and Medical Leave Act; (vi) the Americans
               ------
With Disabilities  Act, as amended;  (vii) the Fair Labor Standards Act of 1938,
as amended,  29 U.S.C.ss.201,  et seq.; (viii) the Federal Age Discrimination in
                               ------


                                       -5-
<PAGE>

Employment Act of 1967, as amended,  29  U.S.C.ss.621,  et seq.;  (ix) the Older
                                                        ------
Workers Benefit  Protection  Act; (x) the Equal Pay Act of 1963, as amended,  29
U.S.C.ss.206(d)(1); (xi) the Employee Retirement Income Security Act of 1974, as
amended,  29  U.S.C.ss.651,  et seq.;  (xii)  the  Consolidated  Omnibus  Budget
                             ------
Reconciliation Act of 1986; (xiii) common, case or statutory law, ordinance, and
any other  employment or labor law or regulation of the United States of America
or any state or locality,  including  without  limitation,  the  Commonwealth of
Kentucky, the State of New York, the State of Missouri and the State of Indiana;
and (xiv) the Employment Agreement.

                (4) Promise Not to File Claims. Executive does hereby waive all
                    ---------------------------
right to, and covenants that he will not, file,  advance,  prosecute,  assist or
participate in any action, cause and causes of action, suit, controversy, or any
other claim of any nature whatsoever,  in law or at equity, against each Unified
Entity with respect to any claim released under this  Agreement,  without regard
to whether  such action or claim is brought by  Executive or any other person or
organization (including any administrative agency) on the Executive's own behalf
or on the behalf of another,  except to the extent (and only to the extent) such
waiver and such covenant is prohibited by law.  Executive  hereby agrees that he
will never seek or accept any  damages,  remedies  or other  relief for  himself
personally  (any right to which Executive  hereby waives) by filing,  advancing,
prosecuting,  assisting  or  participating  in any  action,  cause and causes of
action, suit, controversy,  or any other claim of any nature whatsoever,  in law
or at equity against any Unified Entity with respect to any claim released under
this Agreement and agrees to take any actions necessary to forgo and forfeit the
same or, if awarded property, return the same to Unified Financial.

                (5) Exceptions to Executive's General Release. Notwithstanding
                    ------------------------------------------
the terms of the foregoing  release or anything else contained in this Agreement
to the contrary, (i) Executive does not waive any rights he may have against any
Unified Entity with regard to vested amounts owned in Unified Financial's 401(k)
plan, health care reimbursement plan,  cafeteria plan or other health welfare or
benefit plans (except any annual or special bonus plan), (ii) Executive does not
waive any rights to  indemnification he may have against Unified Financial under
Unified  Financial's  Amended and  Restated  Certificate  of  Incorporation,  as
amended,  and/or By-laws,  (iii) Executive does not waive any rights he may have
against  Unified  Financial with respect to any unpaid salary due for the period
from  December  21,  2003  through  January 3, 2004 and any  accrued  but unused
vacation days for calendar year 2003 (two weeks),  (iv) Executive does not waive
any rights or  obligations  given to him under this  Agreement,  the Trust,  the
Trust Agreement (including Section 7.5 thereof which is hereby incorporated into
this  Agreement and made a part of this  Agreement)  and/or any other  documents
executed in connection herewith and (v) Executive shall be entitled to raise any
defense to any claim  asserted  by Unified  Financial  and/or any other  Unified
Entity.

     C. General Release by Unified Entities
        -----------------------------------

                (1) Release by Unified Entities. Each of the Unified Entities
                    ----------------------------
acknowledges  that Executive is relying on the  representations  and promises of
the Unified Entities in this Agreement,  as separate and distinct  consideration
in  addition  to  the  benefits   described  in  Paragraph  3.B(1).  In  further
consideration  of Executive's  promises in this Agreement,  the Unified Entities
release,  acquit and  forever  discharge  Executive  and his  heirs,  executors,
administrators and assigns from any and all claims,  demands,  damages,  rights,
costs, expenses,  compensation,  contracts, debts, actions, causes of action, or
suits at law or in equity,  of any kind or nature,  whether  based on  contract,
statute, common law, equity or any other theory, and whether or not now known or
contemplated,  which the Unified  Entities ever had, now have, or hereafter can,
shall or may have by reason  (in whole or part) of any  fact,  matter,  cause or
thing  whatsoever  that  occurred  from the  beginning  of the world to the date
hereof  (whether or not related to his  employment  or  termination)  including,
without limitation:

                        (a) those in any manner, whether directly or indirectly,
related to or rising out of Executive's  employment by the Unified Entities, the
termination  of his  employment  and/or  the  provision  of  legal  services  by
Executive  to any  Unified  Entity,  including,  but not  limited  to, any legal
services provided by Executive to any Unified Entity (whether performed while an
employee of Unified  Financial or while associated with Thompson Mitchell and/or
Thompson Coburn LLP), matters related to any alleged employment  discrimination,
wrongful  termination,  breach  of  covenant  of good  faith  and fair  dealing,
tortious interference with contract,  libel, slander, breach of implied contract
or contract,  fraud,  promissory  estoppel,  tortious  interference of contract,
retaliation,   physical,  emotional  or  psychological  injury,  battery,  false
imprisonment or violation of any applicable  state or federal law, and any other


                                       -6-
<PAGE>

law  prohibiting  retaliation  based on  exercise  of any rights  under any law,
providing whistleblowers protection, mandating leaves of absence, or prohibiting
discrimination based on veteran status or military services; and

                        (b) those in any manner based on or brought pursuant to:
(i) the National Labor Relations Act, as amended, 29 U.S.C.ss.151, et seq.; (ii)
                                                                   ------
the Civil Rights Act of 1964, as amended,  42  U.S.C.ss.2000(e),  et seq.; (iii)
                                                                  ------
the Civil Rights Act of 1991, as amended;  (iv) the Civil Rights Act of 1866, 42
U.S.C.ss.1981, et seq.; (v) the Family and Medical Leave Act; (vi) the Americans
               ------
With Disabilities  Act, as amended;  (vii) the Fair Labor Standards Act of 1938,
as amended,  29 U.S.C.ss.201,  et seq.; (viii) the Federal Age Discrimination in
                               ------
Employment Act of 1967, as amended,  29  U.S.C.ss.621,  et seq.;  (ix) the Older
Workers Benefit  Protection  Act; (x) the Equal Pay Act of 1963, as amended,  29
U.S.C.ss.206(d)(1); (xi) the Employee Retirement Income Security Act of 1974, as
amended,  29  U.S.C.ss.651,  et seq.;  (xii)  the  Consolidated  Omnibus  Budget
                             ------
Reconciliation Act of 1986; (xiii) common, case or statutory law, ordinance, and
any other  employment or labor law or regulation of the United States of America
or any state or locality,  including  without  limitation,  the  Commonwealth of
Kentucky, the State of New York, the State of Missouri and the State of Indiana;
and (xiv) the Employment Agreement.

                (2) Promise Not to File Claims. Each Unified Entity does hereby
                    ---------------------------
waive all right to, and covenants  that it will not, file,  advance,  prosecute,
assist  or  participate  in any  action,  cause  and  causes  of  action,  suit,
controversy,  or any other claim of any nature whatsoever,  in law or at equity,
against  Executive with respect to any claim released under this Agreement or in
an attempt to reclaim any amount paid by it under Paragraph 3, without regard to
whether  such  action or claim is  brought  by any  Unified  Entity or any other
person or  organization  (including  any  administrative  agency) on the Unified
Entity's own behalf or on the behalf of another,  except to the extent (and only
to the extent) such waiver and such  covenant is prohibited by law. Each Unified
Entity hereby agrees that it will never seek or accept any damages,  remedies or
other relief for itself personally (any right to which any Unified Entity hereby
waives) by filing,  advancing,  prosecuting,  assisting or  participating in any
action, cause and causes of action, suit, controversy, or any other claim of any
nature  whatsoever,  in law or at equity  against  Executive with respect to any
claim  released under this Agreement or in an attempt to reclaim any amount paid
by it under Paragraph 3 hereof, and each agrees to take any actions necessary to
forgo  and  forfeit  the  same  or,  if  awarded  property,  return  the same to
Executive.

                (3) Exceptions to Unified Entities' General Release.
                    ------------------------------------------------
Notwithstanding  the terms of the foregoing release,  (i) Unified Financial does
not waive any rights it may have against  Executive  with regards to Executive's
401(k) plan,  (ii) each Unified Entity shall be entitled to raise any defense to
any claim  asserted by Executive,  and (iii) such release shall not apply to any
rights or obligations under this Agreement, the Trust Agreement and/or any other
documents executed in connection herewith.

        6. Application. It is understood and acknowledged by Executive, that in
           ------------
consideration of this Agreement,  that he has waived and hereby waives any right
to reinstatement to any position of employment with Unified  Financial after the
Final Termination  Date.  Executive agrees that he shall not, at any time, apply
for  employment  with the Unified  Entities,  and the Unified  Entities have the
right to refuse to employ him, without liability.

         7. No Admission of Liability. This Agreement is intended to finally and
            -------------------------
fully  conclude  any and all claims  that  Executive  may have  against  Unified
Financial  and/or any other Unified  Entity as of the Effective Date and any and
all claims  that  Unified  Financial  and/or any other  Unified  Entity may have
against  Executive as of the Effective  Date.  Unified  Financial,  each Unified
Entity  and  Executive  agree  that  the  consideration  aforesaid  is  in  full
compromise  and  settlement,  extinguishment  and bar of doubtful  and  disputed
claims.

        8. Coverage of Release. Unified Financial, each Unified Entity and
           --------------------
Executive  hereby  agree that this  Agreement  shall  apply to all  unknown  and
unanticipated injuries and damages as well as to those now known.

        9. Agreement of Confidentiality and Non-disparagement.
           ---------------------------------------------------

     A.  Executive  agrees,  represents  and  warrants  that this  Agreement  is
confidential  and that  Executive  will not at any time disclose to anyone other
than his attorneys,  financial advisors,  spouse, partner or tax return preparer
(hereinafter referred to as the "Authorized Representatives"),  or authorize his
Authorized  Representatives  to disclose to anyone else,  any details other than
the fact that a settlement  was  negotiated  and will not disclose the amount or

                                       -7-
<PAGE>

terms thereof  including the terms of this Agreement,  except as may be required
by  subpoena,  an order of a court of  competent  jurisdiction  or  otherwise as
required by law or except unless previously  disclosed by Unified Financial in a
filing with the  Securities  and  Exchange  Commission  or  generally to Unified
Financial's stockholders. Furthermore, Executive agrees that he has required and
will  continue to require his  Authorized  Representatives  not to disclose  the
terms of this Agreement to anyone else.

     B. Each of  Unified  Financial  and each of the  Unified  Entities  agrees,
represents  and warrants that this  Agreement is  confidential  and that neither
Unified Financial, nor any Unified Entity nor any of their respective directors,
officers  or  employees  will at any time  disclose  to  anyone  other  than its
employees,  attorneys and  financial  advisors who need to know the existence of
this Agreement (hereinafter referred to as the "Authorized Representatives"), or
authorize its Authorized Representatives to disclose to anyone else, any details
other than the fact that a settlement  was  negotiated and will not disclose the
amount or terms thereof including the terms of this Agreement,  except as may be
required by subpoena, Federal securities law or an order of a court of competent
jurisdiction,  generally accepted accounting principles, or otherwise consistent
with a good faith  business  purpose.  Furthermore,  Unified  Financial and each
Unified  Entity  agrees that it has  required  and will  continue to require its
Authorized Representatives not to disclose the terms of this Agreement to anyone
else, except as permitted herein.

     C. Each of Unified Financial and Executive  warrants and represents that if
it or he is served with a subpoena or other discovery  notice,  or notice from a
governmental  body, in any legal  proceeding,  directly or indirectly  involving
Executive  or any  Unified  Entity,  as the  case  may  be,  that  it or he will
immediately notify Executive or Unified  Financial,  as the case may be, so that
if Executive or Unified Financial, as the case may be, elects to do so, he or it
will have ample opportunity to seek a protective order to prevent a violation of
this Paragraph 9. Such allowed disclosure shall not, however,  terminate Unified
Financial's and Executive's continuing confidentiality  obligations.  Nothing in
this paragraph  shall prevent  Unified  Financial  and/or  Executive from giving
truthful  testimony or information to law enforcement  entities,  administrative
agencies  or  courts or in any  other  legal  proceedings  as  required  by law.
Further,  notwithstanding  any other provision of this  Agreement,  any party to
this Agreement (and each employee,  representative or other agent of such party)
may disclose to any and all persons,  without  limitations  of any kind, the tax
treatment and the tax structure of the transaction and all materials of any kind
(including  opinions  and other tax  analyses)  that are  provided  to the party
relating to such tax  treatment and tax  structure,  provided that in connection
with any such  disclosure  all  references  to the amount paid  pursuant to this
Agreement,  and all other figures from which the  settlement may be estimated or
calculated, shall be redacted, except as otherwise permitted herein.

     D. Executive agrees that he will not denigrate,  defame,  disparage or cast
aspersions upon any Unified Entity to anyone,  whether in Executive's  employ or
elsewhere. In particular, Executive agrees not to make any derogatory statements
about any Unified Entity or its business plans, policies or practices.

     E. Unified  Financial and each of the Unified  Entities agrees that it will
not denigrate,  defame,  disparage or cast  aspersions upon Executive to anyone,
whether in any Unified  Entity's  employ or elsewhere.  In  particular,  Unified
Financial  and each of the  Unified  Entities  agree not to make any  derogatory
statements about Executive to employees,  customers,  competitors,  suppliers or
members of the public,  members of the media or any other  person,  nor shall it
harm or in any  way  adversely  affect  the  reputation  of  Executive.  Unified
Financial  and each of the  Unified  Entities  agree that they will not make any
disparaging  remarks  about  Executive  or to  undertake  or make  any  conduct,
activity,  communication  or  conversation  that is intended to  interfere  with
Executive's  ability  to obtain  employment  in the  future,  and will  instruct
Timothy L. Ashburn,  Weaver H. Gaines, Alice T. Kane, Philip L. Conover, John S.
Penn,  Gregory W.  Kasten,  Thomas G.  Napurano  and Judy  Lynch of the  Unified
Entities'  obligations under this Paragraph 9.E.  Notwithstanding the foregoing,
neither Unified Financial,  any Unified Entity nor any entity with which Unified
Financial  or a Unified  Entity  may  affiliate  in the  future,  shall have any
obligation or other duty  whatsoever to use (or continue to use) any law firm or
other provider of services with which Executive may then be employed, affiliated
or otherwise associated.

     F. All  requests  for  references  will be  forwarded  to Judy Lynch or her
successor  for  response.  In  response  to  all  requests  for  references  for
Executive,  Ms.  Lynch or her  successor  will  state the  dates of  Executive's
employment,  the titles of the positions  held with Unified  Financial,  that he
resigned  voluntarily,  Executive's  most recent  annual  salary  ($225,000  per
annum),  and shall inform the  inquiring  party that she is authorized to send a


                                       -8-
<PAGE>

letter of recommendation  contained in the Executive's  employment  folder,  and
that such information  provided is the only  information that Unified  Financial
provides on any former  employee for whom a reference is requested.  Such letter
of  recommendation  shall be in the form of Exhibit F hereto.  Unified Financial
                                            ---------
shall provide to Executive ten signed copies of such letter of recommendation on
or before the Payment Date and additional copies upon request.

     10. Return of Unified Property and Protection for Proprietary  Information.
         -----------------------------------------------------------------------
Executive agrees that he will return all keys and property of Unified  Financial
and the other Unified Entities in his possession prior to the Final  Termination
Date;  provided however,  in the event  Executive's  employment is terminated as
provided in this Agreement prior to the Final Termination Date,  Executive shall
return all keys and property of Unified Financial and the other Unified Entities
in his  possession  as of such  earlier  date.  Notwithstanding  the  foregoing,
Unified Financial hereby grants Executive a non-exclusive right to use documents
created by Executive  during his  employment  with Unified  Financial,  provided
Executive  shall redact from said  documents  any  information  confidential  or
proprietary to Unified Financial.  Upon request by Executive,  Unified Financial
shall  cooperate  with  Executive  to take  such  steps  (at no cost to  Unified
Financial)  as are  necessary  to transfer to  Executive  the cell phone  number
currently used by Executive (314-306-2527).

     11.  Age  Discrimination  and  Employment  Act  Acknowledgement.  Executive
          -----------------------------------------------------------
acknowledges  that by signing this document he is expressly  waiving any and all
rights or claims he may have arising under the Age  Discrimination in Employment
Act of 1967, and for such purpose:

                  A. He acknowledges and understands that this Agreement refers
to his rights or claims under the Age Discrimination in Employment Act;

                  B. He acknowledges that this Agreement constitutes a waiver of
rights or claims under the Age Discrimination in Employment Act, is in writing
and is understood by him;

                  C. He understands that by execution of this Agreement, he is
not waiving any rights or claims that may arise after the date this document is
executed;

                  D. He acknowledges that this waiver of any rights or claims
arising under the Age Discrimination in Employment Act is in exchange for the
consideration outlined above;

                  E. He acknowledges that he has had an opportunity to consult
an attorney of his choosing prior to executing this document;

                  F. He acknowledges that he was also given a period of time of
not less than twenty-one (21) days from January 19, 2004 within which to
consider this Agreement;

                  G. He acknowledges that he is entitled to revoke (in the event
he executes this document) his waiver of rights or claims arising under the Age
Discrimination in Employment Act within seven (7) days after all Parties have
executed this document, and that said waiver will not and does not become
effective or enforceable until the seven (7) day revocation period has expired
(employee revocation right). Such notice of revocation must be given to Unified
Financial in writing by fax and Federal Express by no later than the end of the
seven (7) day revocation period. If Executive does revoke such waiver, neither
Executive nor Unified Financial will be required to satisfy any of the terms of
this Agreement. If Executive has not revoked his acceptance within said seven
(7) days, this Agreement will become final; and

                  H. He understands that this release and waiver is not
requested in connection with an existing incentive or other employment
termination program.

     12.  Notice.  For all  purposes  of this  Agreement,  except  as  otherwise
          -------
provided in  Paragraph  11.G,  notices,  payments  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

                                       -9-
<PAGE>

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
                           1843 Kennett Place
                           St. Louis, Missouri 63104

                           Notice to Unified Financial
                           ---------------------------
                           Unified Financial Services, Inc.
                           2353 Alexandria Drive
                           Lexington, Kentucky 40504
                           Attention:  President

     13. Time Periods.  Unless specifically  otherwise  provided,  any period of
         -------------
time measured  under this Agreement by days shall refer to calendar days and not
business days. If the last day of any such period falls on a Saturday, Sunday or
holiday  observed by commercial  banks in 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.

     14.  Applicable  Law;  Venue;  Injunctive  Relief.  The  Parties  agree and
          ---------------------------------------------
acknowledge  that  this  Agreement  is made  and  entered  into in the  State of
Kentucky and shall in all respects be interpreted,  enforced and governed by and
under the laws of the State of  Kentucky,  without  reference to its conflict of
law  principles.  The Parties hereby agree that all claims,  actions,  suits and
proceedings between the Parties relating to this Agreement shall be filed, tried
and litigated only in the state or federal court in or for Lexington,  Kentucky,
and submit to the exclusive  jurisdiction  of such court. In connection with the
foregoing,  the parties  hereto  consent to the  jurisdiction  and venue of such
courts  and  expressly  waive  any  claims  or  defenses  of  lack  of  personal
jurisdiction of or proper venue by such court.  Each of the Parties  acknowledge
and agree that any violation or breach by it and/or its  Representatives  of any
provision of this Agreement would cause  immediate and  irreparable  harm to the
other Party, the exact amount of which will be impossible to ascertain,  and for
that reason further  agrees that the other Party shall be entitled,  as a matter
of  right,  to  an  injunction  out  of  the  appropriate   court  of  competent
jurisdiction (as set forth above),  restraining any further  violation or breach
of  this   Agreement   by   Unified   Financial   and/or   Unified   Financial's
Representatives,   on  the   one   hand,   or   Executive   and/or   Executive's
Representatives, on the other hand, either directly or indirectly, such right to
an injunction  being  cumulative  and in addition to whatever  remedies  Unified
Financial or Executive may have under applicable law and/or this Agreement.  The
remedies of Unified  Financial  and/or Executive under this Paragraph 14 are not
exclusive,  and shall not  prejudice  any other rights  under this  Agreement or
otherwise.

     15.  Full  Settlement;   Executive  Has  No  Duty  of  Mitigation.  Unified
          -------------------------------------------------------------
Financial'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 that
Unified  Financial  may have  against  Executive  or others.  In no event  shall
Executive be obligated to seek other  employment or take any other action by way
of mitigation of the amounts  payable to Executive  under the provisions of this
Agreement.

     16.  Attorneys'  Fees. Each of the Parties further agrees that in the event
          ----------------
that this  Agreement  must be enforced by any Party due to a material  breach by
another party, the prevailing Party shall receive its reasonable attorneys' fees
and all related costs. The court shall  specifically  decide which Party has the
status of the prevailing  Party. If the court grants all of the relief sought by
the Party bringing an enforcement  action,  it shall  designate that Party to be
the prevailing  Party. If the court grants some relief to both Parties,  then it
shall  further  declare the Party that receives more relief than the other to be
the prevailing Party.

     17.  Miscellaneous.  Separate  copies  of this  document  shall  constitute
          -------------
original  documents,  which may be signed  separately  but which  together  will
constitute one single  agreement.  The Parties shall be entitled to rely on each
other's original signatures or facsimile signatures.  This Agreement will not be
binding  on any  Party,  however,  until  signed  by all  Parties  and  Parties'
representatives.  The  invalidity or  unenforceability  of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. In case any part of this Agreement shall be invalid,  illegal


                                       -10-
<PAGE>

or otherwise unenforceable, the remainder of this Agreement shall, at the option
of the Party adversely affected by such defect,  continue to be valid, legal and
enforceable.  This  Agreement  shall be binding upon and inure to the benefit of
Executive  and the Unified  Entities,  and  Executive's  heirs,  administrators,
representatives  and  executors,  and the  successors and assigns of the Unified
Entities.  Neither this  Agreement  nor any rights  hereunder may be assigned by
Executive or Executive's heirs, administrators, representatives or executors.

     18.  Authority.  Each person  signing  this  Agreement on behalf of Unified
          ----------
Financial and/or each of the other Unified Entities  represents that he has full
legal authority to bind Unified Financial and/or the respective  Unified Entity,
as the case may be, to the above terms and agrees  that  Unified  Financial  and
each  Unified  Entity will not assert as a legal  defense to any cause of action
brought by Executive to remedy any alleged  breach of any defense that he lacked
the authority to agree to its terms, and further  acknowledges  that he is aware
that  Executive  is relying on said  authority as a material  representation  to
enter into this Agreement. Executive represents that he has full legal authority
and is  competent  to execute  this  Agreement  and so bind himself and will not
assert as a legal defense his lack of authority or competency.

                  [remainder of page intentionally left blank]






























                                      -11-

<PAGE>




     IN WITNESS  WHEREOF,  Unified  Financial,  Executive  and each of the other
Unified  Entities has executed this Agreement on the date written opposite their
authorized signature.
<TABLE>
<S>                                <C>                  <C>                    <C>                   <C>         <C>    <C>


Date:__________________________                               /s/ David F. Morris
                                                              -----------------------------------------------------
                                                              David F. Morris


Date:                                                         UNIFIED FINANCIAL SERVICES, INC.
     ---------------------------------------


                                                              By:/s/ Weaver H. Gaines
                                                                ------------------------------------------
                                                                 Weaver H. Gaines, Director

Date:
     ---------------------------------------                  UNIFIED FUND SERVICES, INC.


                                                              By:/s/ Thomas G. Napurano
                                                                ------------------------------------------
                                                                Thomas G. Napurano, Executive
                                                                Vice President



Date:                                                         UNIFIED TRUST COMPANY, N.A.
     ---------------------------------------


                                                              By:/s/ Jack H. Brown
                                                                ---------------------------------------------------
                                                                  Jack H. Brown, Chief Financial Officer


Date:                                                         UNIFIED FINANCIAL SECURITIES, INC.
     ---------------------------------------


                                                              By:/s/ Thomas G. Napurano
                                                                ------------------------------------------
                                                                  Thomas G. Napurano, Vice President


Date:                                                         FIDUCIARY COUNSEL, INC.
     ---------------------------------------


                                                              By:/s/ Thomas G. Napurano
                                                                ------------------------------------------
                                                                  Thomas G. Napurano, Treasurer


Date:                                                         COMMONWEALTH PREMIUM FINANCE
     ---------------------------------------
                                                              CORPORATION


                                                              By:/s/ Jack H. Brown
                                                                ---------------------------------------------------
                                                                  Jack H. Brown, Vice President

                                      -12-
<PAGE>


Date:                                                         UNIFIED INSURANCE MANAGERS, INC.
     ---------------------------------------


                                                              By:/s/ John S. Penn
                                                                ---------------------------------------------------
                                                                  John S. Penn, President


Date:                                                         UNIFIED EMPLOYEE SERVICES, INC.
     ---------------------------------------


                                                              By:/s/ John S. Penn
                                                                ---------------------------------------------------
                                                                  John S. Penn, President


Date:                                                         EQUITY INSURANCE MANAGERS OF
     ---------------------------------------                  ILLINOIS, LLC


                                                              By:/s/ John S. Penn
                                                                ---------------------------------------------------
                                                                John S. Penn, Manager



</TABLE>






































                                      -13-
<PAGE>