EXHIBIT 10.4
                               TIMOTHY L. ASHBURN

                                    AGREEMENT

     THIS AGREEMENT ("Agreement"), effective and entered into as of the 18th day
of February  2004, by and among  Unified  Financial  Services,  Inc., a Delaware
corporation with corporate offices in Lexington, Kentucky ("Unified Financial"),
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 (collectively with Unified
Financial,  the "Unified Entities"),  on the one hand, and Timothy L. Ashburn, a
resident of the Commonwealth of Kentucky ("Executive"),  on the other hand. Each
party  acknowledges  and  agrees  that  it is  receiving  consideration  for its
execution  of  this  Agreement  by way  of the  releases  granted  by  Executive
hereunder  and under that certain  letter  agreement of  Executive,  dated as of
February 18, 2004, which letter is incorporated herein and made a part hereof.

     1. Each Unified Entity agrees that it will not denigrate, defame, disparage
or cast aspersions upon Executive to anyone, whether in its employ or elsewhere.
In particular,  each Unified Entity agrees not to make any derogatory statements
about Executive to employees, stockholders,  customers, competitors,  suppliers,
regulatory authorities, members of the public, members of the media or any other
person,  nor  shall  any  Unified  Entity  harm or in any way  adversely  affect
Executive's reputation. Each Unified Entity further agrees that it will not make
any  disparaging  remarks about  Executive or undertake  any conduct,  activity,
communication,  or conversation  that is intended to interfere with  Executive's
ability to obtain employment in the future,  and will instruct Weaver H. Gaines,
Philip L. Conover, John S. Penn, Gregory W. Kasten, Jack R. Orben, and Thomas G.
Napurano and inform Alice T. Kane of its obligations under this letter.  Nothing
in this paragraph shall prevent Unified Financial and/or any Unified Entity from
giving  truthful   testimony  or  information  to  law   enforcement   entities,
administrative  agencies or courts or in any other legal proceedings as required
by law.

     2. Executive hereby agrees that he will not denigrate, defame, disparage or
cast  aspersions upon Unified  Financial or the Unified  Entities or individuals
associated  with  Unified  Financial to anyone,  whether in Unified  Financial's
employ or elsewhere. Nothing contained in this paragraph shall prevent 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.

     3.  Unified  Financial  hereby  agrees  that  it will  indemnify  Executive
(including   payment  of  expenses  in  advance  of  final  disposition  of  any
proceeding) to the fullest extent  permitted by the laws of Delaware and Unified
Financial's Amended and Restated  Certificate of Incorporation,  as amended, and
bylaws  as in  effect on  February  29,  2004,  or as  subsequently  liberalized
thereafter;  and Executive  shall be entitled to the protection of any insurance
policies  Unified  Financial elects to maintain for the benefit of its directors
and officers against all costs,  charges,  and expenses  whatsoever  incurred by
Executive in connection with any action,  suit, or proceeding to which Executive
may be made a party by reason of  Executive  being or  having  been a  director,
officer,  or employee of Unified  Financial and/or any other Unified Entity,  in
accordance with the terms of such policies.

     4.  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.  This  Agreement  shall  be  governed  by  the  internal  laws  of the
Commonwealth of Kentucky,  without reference to its conflict of laws principles.
This  Agreement   (including  the  letter   incorporated  herein  by  reference)
constitutes  the entire  agreement  between  and among the parties  hereto,  and
supersedes all prior  agreements and  understandings,  executed between or among
the  parties  with  respect  to  or  arising  out  of   Executive's   employment
relationship with the Unified  Entities.  Separate copies of this document shall
constitute original documents, which may be signed separately but which together
will  constitute one single  agreement.  The parties hereto 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.


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     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/ Timothy L. Ashburn
                                            ------------------------------------------------------------
                                            Timothy L. Ashburn


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


                                            By:/s/ John S. Penn
                                              -----------------------------------------------------------
                                              John S. Penn, President and Chief
                                              Executive Officer

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


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


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

                                       -3-
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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



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