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                                                       EXHIBIT 10.28

                         SECURITY AGREEMENT
                         ------------------


      THIS SECURITY AGREEMENT is made and entered into effective as of
the 20th day of January, 1998, by EQUITY UNDERWRITING GROUP, INC., a
Kentucky corporation, with address of 3201 Nicholasville Road,
Lexington, Kentucky 40503 (hereinafter referred to as "Debtor"); and
BANK ONE, KENTUCKY, NA, a national banking association, 416 West
Jefferson Street, Louisville, Kentucky 40202 (hereinafter referred to as
"Secured Party").

      IT IS AGREED BY THE PARTIES AS FOLLOWS:

I.    For value received, Debtor does hereby grant unto Secured Party a
      security interest in and to all the collateral described in
      numerical Paragraph two (2) hereof to secure all the indebtedness
      referred to in numerical Paragraph three (3) hereof.

II.   The collateral covered by this Security Agreement is (a) all of
      Debtor's property described in Schedule A hereto and any
      supplemental exhibits thereto, and (b) all proceeds and products
      thereof (all of which collateral is hereinafter collectively
      referred to as the "Collateral").

III.  This Security Agreement is made as collateral security for:

      A.   The payment of all sums due to Secured Party from Debtor and
           the other maker under the terms of that certain
           $1,250,000.00 Term Note dated as of January 20, 1998 (the
           "Note"); and

      B.   All other liabilities and obligations of whatever kind or
           type of Debtor to Secured Party, including any guarantees of
           the Debtor to Secured Party, whether created directly or
           acquired by Secured Party by assignment or otherwise,
           whether now existing or hereafter created, arising or
           acquired, absolute or contingent, joint or several, due or
           to become due (the foregoing obligations are herein
           collectively referred to as "Indebtedness").

IV.   Debtor represents and warrants to Secured Party that:

      A.   All of the Collateral is used or will be used for business.

      B.   Debtor is the absolute owner of the legal and beneficial
           title to the Collateral, (exclusive of hereafter acquired,
           replacement or hereafter created items), and is in full
           possession thereof.

      C.   Except as previously disclosed in writing, the Collateral is
           free and clear of all liens, encumbrances and adverse claims
           whatsoever;

      D.   Debtor has the right to enter into this Security Agreement.

V.    Debtor covenants and agrees that:

      A.   Debtor shall defend the Collateral against the claims and
           demands of all persons.

      B.   Debtor shall not:

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           1.   permit any loan or security interest (other than
                Secured Party's security interest granted herein and
                those liens previously disclosed in writing) to attach
                to any of the Collateral;

           2.   permit any of the Collateral to be levied upon under
                any legal process; or

           3.   dispose of or enter or agree to enter into any sale of
                any of the Collateral, which is in excess of
                $50,000.00 per sale and $100,000.00 in the aggregate
                on an annual basis, whether or not inventory, without
                prior written consent of Secured Party.

      C.   Debtor shall insure or have insured the tangible Collateral
           for the benefit of Secured Party (who shall be the loss
           payee) in such amounts, for such risks and with such company
           as Secured Party may request, and promptly deliver all
           policies with respect thereto to Secured Party, or in the
           event Debtor at any time has not maintained and delivered to
           Secured Party such requested policies of insurance, Secured
           Party shall, in its sole and absolute discretion, whether or
           not any Event of Default, as defined in this Security
           Agreement, has occurred, have the right to place and effect
           such insurance as Secured Party deems appropriate at the
           Debtor's expense and in the event Secured Party elects to
           pay for such insurance coverage, Debtor shall reimburse
           Secured Party for the amount(s) so paid plus interest
           thereon at the default rate of interest due under the Note.-

      D.   Debtor shall keep the Collateral consisting of tangible
           property in good condition.

      E.   Debtor shall advise Secured Party in writing, at least
           thirty (30) days prior thereto, of any change in Debtor's
           place of business or mailing address.

      F.   Debtor shall not conduct business under any other name than
           that given above nor change or reorganize the type of
           business entity under which it does business except upon
           prior written approval of Secured Party.  If such approval
           is given, Debtor agrees that all documents, instruments and
           agreements demanded by Secured Party shall be prepared and
           filed at Debtor's expense before such change of name or
           business entity occurs.

      G.   Debtor shall execute and deliver to Secured Party upon
           request new UCC-1 Financing Statements describing the same
           Collateral specified herein for recordation where necessary
           in Secured Party's sole discretion to perfect Secured
           Party's security interest in the Collateral, and Debtor
           shall pay all filing and recording fees and filing and
           recording taxes in connection with the filing and/or
           recordation of such Statements, and, if paid by the Secured
           Party, Debtors will reimburse Secured Party therefor upon
           demand of Secured Party.

      H.   Debtor hereby irrevocably appoints Secured Party as Debtor's
           attorney-in-fact to do all acts and things which Secured
           Party may deem necessary or appropriate to perfect and
           continue perfected the security interest created by this
           Security Agreement and to protect and, in case of an Event
           of Default hereunder, sell the Collateral, including, but
           not limited to, the execution in Debtor's name as Debtor's
           irrevocable attorney-in-fact:

           1.   notifications and agreements to sell where sale is
                permitted,

           2.   any documents or papers necessary or helpful to comply
                with the terms of any agreements relative to any of
                the Collateral, and

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           3.   UCC-1 (and other) Financing Statements covering the
                Collateral and filing and recordation of same wherever
                Secured Party deems appropriate, with Debtor to
                reimburse Secured Party for all filing and recording
                fees, taxes and other expenses in connection therewith
                upon demand of Secured Party.

      Provided, however, the power of attorney granted hereby shall
survive the disability of the principal but when all the Indebtedness is
fully paid and performed and Debtor has no obligation to or commitment
for loan(s) from Secured Party, this power of attorney shall become null
and void upon Secured Party's receipt of written notification from
Debtor to such effect.

      I.   The Indebtedness shall be paid to Secured Party in
           accordance with the terms thereof.

      J.   Debtor shall comply in all respects with any other agreement
           between Debtor and Secured Party.

      K.   Debtor shall permit Secured Party and/or its agents to
           inspect and appraise the Collateral and inspect the books
           and records of Debtor at all reasonable times and from time
           to time, and shall pay all expenses Secured Party may incur
           in connection with any such inspection(s) and appraisal(s).

VI.   Upon the occurrence of any "Event of Default," which, for the
      purposes of this Security Agreement means any default in, or
      breach of, any covenant, agreement, representation or warranty by
      Debtor under the provisions of any document evidencing any of the
      Indebtedness or other obligations of Debtor to Secured Party or of
      any other agreement regarding any of the Indebtedness, this
      Security Agreement, the Note, and any mortgage(s) or other
      security agreement(s) securing or otherwise relating to any of the
      Indebtedness, Secured Party shall have all rights and remedies in
      and against the Collateral and otherwise of a secured party under
      the Uniform Commercial Code and the other applicable law of
      Kentucky (and all such other states where any part of the
      Collateral may be located, if applicable) and all other applicable
      laws and all rights provided herein, in all other documents
      evidencing, securing or related to any of the Indebtedness, or in
      any other applicable security or loan agreement, all of which
      rights and remedies shall, to the full extent permitted by law, be
      cumulative.  In addition, Secured Party may require Debtor, at
      Debtor's sole expense, to assemble the Collateral and make it
      available to Secured Party at the place or places to be designated
      by Secured Party and Debtor.  Secured Party shall have the right
      to sell the Collateral at public or private sale.  Debtor agrees
      to pay to Secured Party, as part of the Indebtedness, all amounts
      paid by Secured Party, including, but not limited to:

      A.   Secured Party's attorney's fees, to the extent not
           prohibited by applicable law, in connection with the
           enforcement of any of Debtor's obligations hereunder or
           contained in the documents evidencing the Indebtedness, with
           interest thereon at the highest rate provided for in any of
           the Indebtedness;

      B.   taxes, levies and prior liens and insurance on, repairs to,
           maintenance of, or transporting or otherwise caring for, the
           Collateral; and

      C.   expenses incurred in taking possession of or preserving the
           Collateral.

VII.  The requirement of reasonable notice of the time and place of
      disposition of Collateral by Secured Party shall be conclusively
      deemed to have been met if such notice is mailed, postage prepaid,
      to Debtor's address specified above at least ten (10) days before
      the time of the sale or

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      disposition.  Secured Party may bid upon and purchase any or all
      of the Collateral at any public sale thereof.  Secured Party may
      dispose of all or any part of the Collateral at one or more times
      and from time to time and in one or more lots or parcels, and upon
      such terms and conditions, including a credit sale, as Secured
      Party determines in its sole discretion.  Secured Party shall
      apply the net proceeds of any such disposition of the Collateral
      (after deducting therefrom all costs incurred in connection
      therewith, or incidental to the holding, preparing for sale, in
      whole or in part, of the Collateral, including Secured Party's
      attorney's fees and court costs) to the Indebtedness and any other
      obligations of Debtor to Secured Party in the order elected by
      Secured Party in its sole discretion, and any remaining proceeds
      shall be paid to the Debtor or such other party as is entitled
      thereto.

VIII. This is a continuing Security Agreement and all the rights, powers
      and remedies hereunder shall apply to all past, present and future
      indebtedness of Debtor to Secured Party, including any
      indebtedness arising under subsequent transactions which shall
      either continue the Indebtedness, increase or decrease it, or from
      time to time create new indebtedness or additional indebtedness
      whether or not all or any prior indebtedness has been satisfied,
      and notwithstanding the death, incapacity or bankruptcy of Debtor,
      or any other event or proceeding affecting Debtor.

IX.   The rights, powers and remedies given to Secured Party by this
      Security Agreement shall be in addition to all rights, powers and
      remedies given to the Secured Party by virtue of any other
      agreement now existing or subsequently entered into by and between
      the parties hereto and any statute or rule of law.  Secured Party
      may exercise its right of set off with respect to the Indebtedness
      in the same manner as if the Indebtedness were unsecured.  Any
      waiver, forbearance, failure or delay by Secured Party in
      exercising any right, power or remedy hereunder shall not be
      deemed to be a waiver of such right, power or remedy, and any
      single or partial exercise of any right, power or remedy hereunder
      shall not preclude the further exercise thereof; and every right,
      power and remedy of Secured Party shall continue in full force and
      effect until such right, power or remedy is specifically waived by
      an instrument in writing executed by Secured Party.

X.    DEBTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
      RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
      BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
      SECURITY AGREEMENT OR ANY OTHER DOCUMENT, OR ANY COURSE OF
      CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
      OR ACTIONS OF SECURED PARTY, DEBTOR AND ANY GUARANTORS.  DEBTOR
      ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
      CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A
      MATERIAL INDUCEMENT TO SECURED PARTY.

XI.   The Debtor agrees that the sole proper venue for the determination
      of any litigation commenced by either Debtor or Secured Party on
      any basis shall be in a court of competent jurisdiction which is
      located in Fayette County, Kentucky, and the parties hereby
      expressly declare that any other venue shall be improper and
      Debtor expressly waives any right to a determination of any such
      litigation against Debtor by a court in any other venue.  Debtor
      further agrees that service of process by any judicial officer or
      by registered or certified U.S. mail shall establish personal
      jurisdiction over Debtor, and Debtor waives any rights under the
      laws of any state to object to jurisdiction within the
      Commonwealth of Kentucky.  The aforesaid means of obtaining
      personal jurisdiction and perfecting service of process are not
      intended to be exclusive, but are cumulative and in addition to
      all other means of obtaining personal jurisdiction and perfecting
      service of process now or hereafter provided by the laws of the
      Commonwealth of Kentucky or by any other state in an action
      brought by Secured Party in such state.

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XII.  The laws of the Commonwealth of Kentucky shall govern the
      construction of this Security Agreement and the rights, remedies
      and duties of the parties hereto, unless the laws of the state
      where the Collateral or part thereof is situated dictate that the
      laws of such other state shall govern with respect thereto.

XIII. This Security Agreement shall bind Debtor and Debtor's heirs,
      successors and assigns and shall inure to the benefit of Security
      Party and its successors and assigns.

XIV.  Time shall be of the essence in the performance of each of the
      Debtor's obligations under this Security Agreement.

XV.   A judicial decree, order or judgment holding any provision herein
      invalid or unenforceable shall not in any way impair or preclude
      enforcement of the remaining provisions herein, and shall not in
      any way impair or preclude enforcement of rights or remedies of
      Secured Party under Chapter 355 of the Kentucky Revised Statutes,
      or other applicable law.

XVI.  This Security Agreement may, in the sole discretion of Secured
      Party, be filed as a financing statement and Debtor agrees to also
      execute any additional financing statements with respect hereto
      which may be requested by Secured Party.  Secured Party may, in
      its sole discretion, attach this Security Agreement or any other
      document executed pursuant hereto or in connection herewith with
      any person or organization which registers, sells or is in any
      manner involved with any or all of the Collateral.  Secured Party
      shall be entitled to notify the person in possession of the
      Collateral, or any other person Secured Party deems appropriate of
      the security interest herein granted and to notify such person or
      entity to forward all documents with respect to the Collateral to
      Secured Party and otherwise as Secured Party deems appropriate.


      IN TESTIMONY WHEREOF, witness the signature of the parties hereto,
to be effective the day, month and year first above written.

                            EQUITY UNDERWRITING GROUP, INC.

                            BY: /s/ John R. Owens
                               -------------------------------------

                            TITLE: President
                                  ----------------------------------


                            BANK ONE, KENTUCKY, NA

                            BY: /s/ R. J. Heiple
                               -------------------------------------

                            TITLE: Executive Vice President
                                  ----------------------------------

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