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                                                       EXHIBIT 10.38

                      FIRST ADDENDUM TO LEASE
                      -----------------------

        This First Addendum is entered into this 25th day of June, 1998,
by and between 429 Penn Partners, an Indiana Partnership ("Landlord")
and Unified Financial Services, Inc. (formerly known as Unified
Holdings, Inc.) a Delaware Corporation ("Tenant").

        WHEREAS, on the 1st day of January, 1998, Landlord and Tenant
entered into a Lease for Premises in the building community known as 429
Pennsylvania Center ("Building"), upon the terms and conditions set
forth therein ("Lease"); and

        WHEREAS, Tenant desires to add to the Premises Additional Space on
the first floor consisting of approximately 877 rentable square feet of
the Building, all on the terms and conditions set forth in the Lease,
except as hereinafter provided;

        NOW, THEREFORE, in consideration of the Premises and each act
performed by either party with respect hereto, the parties agree as
follows:

        1.   Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord that certain building space shown and designated as Area
(B) on the plot plan attached hereto and made a part hereof as Exhibit
"E" subject to all of the terms, provisions, conditions and covenants of
the Lease, the same as if the Additional Space had been a part of the
original Premises described therein, subject, however, to the terms and
conditions of this First Addendum, which shall not be contingent of any
corporate acquisitions.

        2.   Commencing on September 1, 1998, and continuing for the
period ending December 31, 2003, the Base Rent for the Additional space
shall be One Thousand Two Hundred and Seventy Eight Dollars 96/100
($1,278.96) per month.  For the period January 1, 2004 thru December 31,
2007, the Base rent for the Additional space shall be One Thousand Three
Hundred Fifty Two Dollars and 05/100 ($1,352.05) per month in advance on
or before the first day of each calendar month.

        3.   Additional Space is offered in its current condition except
for the following: New carpet, painting, install (2) two single glass
entry doors, similar to existing style (designated on Exhibit "E"),
electrical, voice and data wiring for general office use, expand
existing security system similar to general office usage, remove circuit
board as indicated on (Exhibit "E"), add dedicated circuit for copier
and reconstructing up to 12 feet of Tenant Walls.  All work will be
completed in accordance with Building Standard Allocations which is
attached and made a part hereof as Exhibit "D".

        4.   Provided that Tenant is not in default hereunder, Tenant
shall have, during the Term hereof, continuing Right of Assignment and
Subletting as outlined in Article VII of the Lease.

        5.   In all other respects, the Terms and Provisions of the Lease
shall remain the same and in full force and effect.

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        6.   Tenant will be released from a portion of the Lease
consisting of 1,116 rentable square feet located on the 3rd floor at a
rental rate of $1,165.94.  Tenant must remove all equipment and Tenant
installed upgrades on or before June 30, 1998.

        Executed on the day and year first above written.

                          UNIFIED FINANCIAL
                          SERVICES, INC.
                          (formerly known as)
                          UNIFIED HOLDINGS INC.
429 PENN PARTNERS

By: /s/ Leo Stenz         By: /s/ Tony Ghoston; /s/ Carol J. Highsmith
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Printed: Leo Stenz        Printed: Tony Ghoston; Carol J. Highsmith
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Title: General Partner    Title: CIO; Secretary
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        "LANDLORD"                            "TENANT"

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