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EXHIBIT 10.5



                        AGREEMENT FOR PURCHASE AND SALE

This Agreement is entered into this 12 day of October,  2004,  between  Lawrence
Federal  Savings Bank  ("Seller") and Morgan Keegan  Mortgage  Company,  Inc., a
Tennessee corporation ("Buyer").

WHEREAS,  Seller  wishes to sell and Buyer wishes to buy all of Seller's  right,
title and interest in and to certain  Contracts  (as defined  below)  secured by
first liens on manufactured homes.

   IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL COVENANTS AND AGREEMENTS
           HEREINAFTER CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

                                   DEFINITION
Whenever used in this  Agreement,  the following  words and phrases,  unless the
context otherwise requires, will have the following meanings:

AGREEMENT:  This Agreement  together with all exhibits and schedules  hereto and
---------
all subsequent written amendments and supplements hereto and thereto.

BUSINESS DAY: Any day other than a Saturday or Sunday, or a day on which banking
------------
institutions  in Tennessee are authorized or obligated by law or executive order
to be closed.

CLOSING:  The consummation of the transactions  contemplated to take place under
-------
this Agreement on the Closing Date.

CLOSING  DATE:  October 13, 2004,  or such later date as may be agreed to by the
-------------
parties to this Agreement for the consummation of the transactions  contemplated
to take place under this Agreement.

CONTRACT:  A retail  installment  sales contract or note and security  agreement
--------
executed by an Obligor's in connection with the purchase of a manufactured  home
and any Improvements thereto.

CONTRACT FILE: The credit application, all documents of insurance, and all other
-------------
documentation in possession of seller relating to a Contract.

CONTRACT  RATE:  The per annum  rate of  interest  to be paid by an  Obligor  as
--------------
provided in a Contract.

CUT-OFF DATE:  October 5, 2004,  after which date Seller will no longer  process
------------
payments received from or on behalf of Obligors.

DAMAGES:  Any  costs  or  expenses  (including   reasonable   attorneys'  fees),
-------
judgments,  fines,  amounts  paid in  settlement,  losses,  claims,  damages  or
liabilities.

ESCROW:  Any funds held in trust by Seller for payment of insurance  premiums or
------
taxes and any funds  received  by Seller  from an Obligor or for  payment of any
purpose on a Contract,  that have not been  applied to reduce the  principal  or
interest owed by the Obligor and not otherwise applied to the Contract.



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KNOWLEDGE:  Those facts that are actually known or should  reasonably  have been
---------
known by Seller's senior executive with responsibility for the administration of
the Contracts.

OBLIGOR:  The person or persons other than Seller who executed a Contract.
-------

SCHEDULE OF  CONTRACTS:  The schedule  listing the  Contracts to be purchased by
----------------------
Buyer on the Closing Date, in the form attached hereto as Exhibit A.

SECURITY  INSTRUMENT:  A  manufacturer's  certificate  or  statement  of origin,
--------------------
certificate  of title,  Personal  Property  Security  Act  financing  statement,
mortgage,  deed of trust and/or  security  deed duly filed and/or  recorded,  as
required,  in the state in which the  manufactured  home is located,  evidencing
Seller's perfected first priority security interest in a manufactured home.

UNPAID PRINCIPAL  BALANCE:  With respect to a Contract,  the Obligor's  original
-------------------------
principal balance minus (i) the cumulative principal portion of each installment
received from the Obligor and applied to reduce such balance, the application of
such  installment  being  determined  by applying  interest at the Contract Rate
through and including  the date of such payment and the remainder  being applied
to reduce  the  principal  balance,  and minus  (ii) any  principal  prepayments
received from the Obligor and applied to reduce such balance.  The principal and
interest  portion of each  installment is determined in the manner  specified in
each Contract.

                                    ARTICLE 2
                                      PRICE

The purchase  price of each  Contract  will be calculated as of the Closing Date
and will be an amount  equal to the sum of (i)  thirty-two  (32%) of the  Unpaid
Principal  Balance as of the  Closing  Date,  and (ii)  thirty-two  (32%) of all
accrued, but unpaid, interest due in connection with all purchased Contracts, up
to and including the Closing Date, and not to exceed 29 days of accrued interest
on any  individual  Contract.  No  adjustment  in the  Purchase  Price or Unpaid
Principal  Balance  shall be made for any of the following  receivable  balances
associated with the Contracts:  (i) unpaid late charges,  (ii) unpaid insurance,
(iii) partial payments, and (iv) unpaid taxes.

                                    ARTICLE 3
                     DUTIES, OWNERSHIP AND SECURITY INTEREST

Seller  will  reasonably  cooperate  with Buyer to take the action  Buyer  deems
reasonably  necessary  to  transfer to Buyer all of  Seller's  right,  title and
interest  in and to the  Contracts,  and Seller  shall  notify the  Obligors  of
Buyer's  purchase  of the  Contracts  and  associated  first  priority  security
interest in the manufactured  homes,  inclusive of the delivery of all originals
of the  Contracts  and Contract  files to Buyer,  together with the execution of
assignments,  financing  statements,  and certificates of title.  After Closing,
Seller  will  forward  to Buyer in an  expedient  manner  and at the  expense of
Seller, all moneys and correspondence  received from obligors or in regards to a
purchased  Contract or the  manufactured  home.  Subsequent to the Closing Date,
Seller will  reasonably  assist Buyer in  reconciling  Obligor  payments made to
Seller prior to the Closing Date.



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                                    ARTICLE 4
               REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

For each Contract  purchased by Buyer,  Seller,  as of the Closing Date,  hereby
represents, warrants and covenants as follows:
    1.   All  information  set  forth  in  any  Contract  File,  and  all  other
         information  furnished to Buyer by Seller with respect to the Contracts
         is true and correct in all material respects.
    2.   Each Security Instrument constitutes,  or in the case of an application
         for a Security  Instrument  will  constitute,  upon proper  assignment,
         filing or recording,  a perfected first priority security interest in a
         manufactured home.
    3.   No Contract has been modified,  extended or deferred, or any collateral
         released,  within 120 days of the Cut-off Date. To the best of Seller's
         Knowledge,  there is no material default, breach, violation or event of
         acceleration  existing  under any  Contract  and no event  which,  with
         notice and the expiration of any applicable grace or cure period, would
         constitute such a default,  breach, violation or event of acceleration,
         Seller has not waived any such default,  breach,  violation or event of
         acceleration.
    4.   To the best of Seller's  Knowledge,  there are no  mechanics'  liens or
         claims for work, labor or material described in the Contract.
    5.   To the best of Seller's  Knowledge,  there is no delinquent  tax, rent,
         assessment,  lien or other charge  outstanding  against a  manufactured
         home.
    6.   Seller has no notice of any valid offset,  defense or  counterclaim  to
         any Contact or Security  Instrument,  including  the  obligation of the
         Obligor to pay the unpaid principal, interest, or other charges on such
         Contract.
    7.   To the best of Seller's Knowledge, the manufactured home, including any
         additional   accessories  and  furnishings  in  the  manufactured  home
         described  in the  Contract,  and any  improvements  thereto,  has been
         delivered, set up and installed, as appropriate, to the satisfaction of
         the Obligor and in compliance  with all applicable  state,  federal and
         local statutes, regulations, ordinances and requirements.
    8.   The  Contract  and Security  Agreement  represent a valid,  binding and
         enforceable  obligation  on behalf  of the  Obligor  under the  related
         Contract,  enforceable in accordance with their terms,  subject only to
         applicable  laws  relating to  insolvency,  bankruptcy,  and  equitable
         remedies.
    9.   To the best of Seller's Knowledge,  there is no claim against any third
         party  available to the Obligor which would  interfere with the Buyer's
         right to enforce the terms of the Contract or Security Instrument.
    10.  To the best of Seller's  Knowledge,  the manufactured  home is required
         pursuant to the Contract to be, and as of the Closing Date is,  insured
         under  standard  homeowner's  hazard and  casualty  insurance  policies
         naming Seller  (including  Buyer) as loss payee, for an amount equal to
         the Unpaid Principal  Balance of the Contract or the full cash value of
         the manufactured home.
    11.  Seller is now and was at the time it  originated  the Contracts a legal
         entity, duly organized,  validly existing,  and in good standing and is
         able to perform its duties and obligations hereunder.
    12.  Seller  has the  corporate  or  other  requisite  legal  power to sell,
         transfer and assign the Contract and corresponding Security Instrument,
         and such sale, transfer and assignment have been duly authorized by any
         necessary  corporate or other legal





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         action of Seller and constitute the legal, valid and binding obligation
         of Seller,  enforceable in accordance with the terms hereof. Seller has
         obtained any and all necessary consents of third parties required of it
         in order to accomplish  such sale,  transfer and  assignment,  and such
         sale,  transfer,  and  assignment  will not result in Seller's being in
         default under any of the provisions of its articles or by-laws.
    13.  There is only one original of each Contract  document and such original
         is being  delivered to Buyer on the Closing  Date.  Seller has good and
         marketable title to, and is the sole owner of, the Contracts.
    14.  No  instrument  of  release or waiver  has been  executed  by Seller in
         connection  with any  Contract or Security  Agreement,  and no lien has
         been released in whole or in part.
    15.  There are no actions,  suits or proceedings existing, or to the best of
         Seller's  Knowledge pending or threatened,  against or affecting Seller
         before any court,  arbitrator or governmental or administrative body or
         agency which materially  affect the validity or  enforceability  of the
         Contract.
    16.  Each Contract at the time at was made complied in all material respects
         with applicable state and federal laws, including,  without limitation,
         usury, consumer credit, truth in lending, and disclosure laws.
    17.  Each  Contract was  originated  by Seller and no other person or entity
         retains or holds any rights or interests in the Contract, including any
         rights or options to service such Contact.
    18.  Seller has paid any taxes due as of the Closing  Date due on account of
         Seller's sale or assignment of the Contracts.
    19.  Seller  has  transmitted,   or  will  within  the  time  prescribed  by
         applicable law, rule or regulation transmit, to the appropriate federal
         or state taxing  authority  and to each  Obligor any  required  form or
         other notice  setting  forth the amount of interest paid by the Obligor
         to Seller as of the Closing Date  regardless of when  collected  during
         the calendar year 2004.
    20.  The amounts shown on the Schedule of Contracts (Exhibit A) delivered to
         Buyer at Closing are correct in all material respects.

                                    ARTICLE 5
                               BREACH OF WARRANTY

     Upon discovery by Buyer of any material breach of any  representations  and
     warranties,  Buyer shall give prompt  written  notice to Seller.  Within 30
     days of its receipt of notice of breach,  Seller must cure such breach, and
     if such breach is not cured within such 30 days ("Cure Period"), repurchase
     from Buyer the  Contract  within  fifteen  days of  expiration  of the Cure
     Period,  with respect to which such breach  exists.  In the event of such a
     repurchase,  Buyer must  deliver to Seller the  related  Contract  Security
     Agreement,  Contract File and assign to Seller all of Buyer's right,  title
     and interest in and to the related  Contract  free and clear of any and all
     claims, liens and encumbrances,  except for those which existed at the time
     of Buyer's purchase of such Contract. Any such repurchase by Seller must be
     for a  repurchase  price equal to  Thirty-Two  percent  (32%) of the Unpaid
     Principal Balance of such Contract, plus accrued interest as of its date of
     repurchase.  Seller's obligation and duty to repurchase, and the associated
     representations and warranties  contained herein, shall expire and be of no
     force or  effect on the date  twenty-four  (24)  months  from and after the
     Closing



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         Date and any and all claims by Buyer for any such  claims  must be made
         on or before that date.

                                    ARTICLE 6
               REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER

Buyer hereby represents, warrants and covenants to Seller as follows:

    1.   Buyer is a corporation  duly  organized,  validly  existing and in good
         standing  under  the  laws of the  State  of  Tennessee  and  has  full
         corporate  power and authority to own its  properties  and carry on its
         business  as it is now  being  conducted,  and  is  duly  qualified  to
         transact business as it is now being conducted as a foreign corporation
         in all jurisdictions where such qualification is required,  unless such
         failure  to  qualify  would  not have a  materially  adverse  effect on
         Buyer's ability to carry out its obligations hereunder.
    2.   Buyer  has  the   corporate   power  to  purchase  the   Contracts  and
         corresponding  Security  Instruments  and such  purchase  has been duly
         authorized by any necessary  corporate  action of Buyer and constitutes
         the  legal,  valid and  binding  obligation  of Buyer,  enforceable  in
         accordance  with its terms.  Buyer has obtained  any and all  necessary
         consents of third parties  required of it in order to  accomplish  such
         purchase, and such purchase will not result in Buyer's being in default
         under  any  of the  provisions  of its  certificate  of  incorporation,
         by-laws or of any material credit or other  agreements to which it is a
         party.
    3.   Buyer has received all  necessary  federal,  state and local  licenses,
         permits,  and/or  authorizations  and approvals required to conduct its
         business  as it  is  presently  being  conducted  and  to  perform  its
         functions under this  Agreement,  except with respect to such licenses,
         permits, authorizations and approvals which the failure to obtain would
         not  have  an  adverse  effect  on  Buyer's   ability  to  perform  its
         obligations hereunder.

                                   ARTICLE 7
                                INDEMNIFICATION

Seller agrees to protect,  indemnify, and hold Buyer harmless against any and in
respect of, any and all Damages arising out of, connected with or resulting from
(i) any willful material breach of the agreements, representations, covenants or
warranties  made by Seller herein not known or reasonably  discoverable by Buyer
during its due diligence of Seller's records; or (ii) actions of Seller prior to
the Closing Date not known or  reasonably  discoverable  by Buyer during its due
diligence review and investigation .

Buyer  agrees to protect,  indemnify,  and hold Seller  harmless  against and in
respect of, any and all Damages arising out of, connected with or resulting from
(i) any breach of the agreements, representations,  covenants or warranties made
by Buyer  herein or (ii) any acts or  failures  to act by Buyer  under the terms
hereof or (iii) any action  taken or failure to act by Buyer  after the  Closing
Date with respect to the Contracts.





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                                    ARTICLE 8
                        PERFORMANCE AND POWER OF ATTORNEY

In order to transfer  the  Contracts  sold  pursuant to this  Agreement,  Seller
hereby grants to Buyer a limited power of attorney under which Buyer may execute
or endorse in connection  with a purchased  Contract,  on Seller's  behalf,  any
instruments, payments, checks, chattel paper, financing statements or amendments
thereto,  manufacturer's  statements  or  certificates  of origin,  assignments,
registrations,  certificate of title  reasonably  necessary in order to properly
reflect Buyer as lienholder or owner subsequent to the Closing Date. The limited
power of attorney  will not be  terminable  by Seller  without the prior written
consent of Buyer,  and Seller  hereby  authorizes  any  individual or any person
nominated by Buyer to exercise  all rights and  remedies  that Seller would have
with respect to the Contracts but for the sale and assignment to Buyer.

                                    ARTICLE 9
                      BROKERAGE AND OTHER THIRD PARTY FEES

Buyer hereby assumes  responsibility,  and indemnifies  Seller,  for any and all
brokerage or finder's fees due as a result of the transaction  between Buyer and
Seller  that  may or can be  claimed  as a  result  of  this  Agreement.  Seller
represents  that it has not incurred any obligation for broker's  commissions or
finder's fees in connection with this transaction.

                                   ARTICLE 10
                                   THE CLOSING

At least two  Business  Days before the Closing  Date,  Seller must  provide the
Schedule  of  Contracts  to Buyer.  The  Schedule  of  Contracts  must list each
Contract to be  purchased on the Closing Date and must set forth as to each such
Contract:

     (1)   the account  number of the  Contract,
     (2)   the name of the Obligor,
     (3)   the then Unpaid Principal Balance,
     (4)   the next scheduled payment due date,
     (5)   the payment amount,
     (6)   the last payment date,
     (7)   the interest rate,

At the Closing, in connection with each purchased Contract,  Seller must deliver
to Buyer the following:

    1.   The Contract File;
    2.   the original  Contract,  with an assignment in the form attached hereto
         as Exhibit E of all of Seller's right, title and interest therein;
    3.   the original Security  Instrument or a copy of an application  thereof,
         and an assignment in form acceptable to Buyer of all of Seller's right,
         title,  and  interest  therein;  In the event  Seller  does not have an
         original  Security  Instrument,   Seller  shall  provide  the  original
         Security  Instrument  to Buyer no later than 60 days from and after the
         closing  date.  In the  event  Seller  does not  provide  the  original
         Security  Instrument  within 60 days after the closing date,  Buyer may
         require



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         Seller to repurchase the affected  Contract as per the terms of Article
         5.
    4.   Any and all Escrow funds held by Seller.
    5.   Evidence of physical  damage  insurance  coverage of each  manufactured
         home;
    6.   Obligor  payment  and  collection  records, including collection ledger
         comments;
    7.   A  bill  of  sale  in  the  form  attached  hereto  as  Exhibit B. 8. A
         certificate in the form attached  hereto as Exhibit C, 9. A certificate
         of resolution of the Board of Directors of Seller,  authorizing  Seller
         to enter into this Agreement and any and all transactions  contemplated
         hereunder and stating that said  resolution is in full force and effect
         as of the Closing Date,  substantially  in the form attached  hereto as
         Exhibit D.

Subject  to  Seller  complying  with all of the  terms  and  provisions  of this
Agreement by 10:00 a.m.  Eastern  Standard Time on the Closing Date,  Buyer will
pay to Seller,  by wire  transfer  in  immediately  available  funds,  to a bank
account specified by Seller to Buyer in writing at least two Business Days prior
to the Closing Date the Purchase Price.

                                   ARTICLE 11
                                     NOTICES

Any notice, demand or communication which either party desires or is required to
give to the other party in connection with this Agreement must be in writing and
must be either served  personally or sent by fax and Federal Express,  addressed
to the parties, as follows, or to such other fax number and/or address as either
party hereafter specifies in accordance with this Article:

IF TO BUYER:         Morgan Keegan Mortgage Company, Inc.
                     1100 Ridgeway Loop Road, Ste. 400
                     Memphis, Tennessee  38120
                     Telephone:  (901) 374-7873
                     Facsimile:  (901) 374-7694
                     ATTN: R. A. Spell, Managing Director

IF TO SELLER:        LAWRENCE FEDERAL SAVINGS BANK
                     311 South Fifth Street
                     Ironton, Ohio  45638
                     Telephone:  (740) 532-0263
                     Facsimile: (740) 532-1885
                     ATTN:  Chief Executive Officer

                                   ARTICLE 12
                                NONCIRCUMVENTION

         Seller hereby  understands and  acknowledges  that Buyer is selling the
contracts  to a third party  ("Buyer's  Customer").  Seller  hereby  agrees that
Buyer's  Customer  will be  considered a valuable,  confidential  and  exclusive
customer  of Buyer  and  Seller  will not make  contact  with  Buyer's  Customer
relating to any other  transactions,  sales,  relationships,  including  but not
limited to the buying and selling of any  Contracts  or  servicing  rights or to
have Buyer's  Customer service  Contracts for Seller,  without the express prior
written  consent of Buyer.  Seller's  agreement  contained  herein  shall remain
effective   regardless  of





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the result of the negotiations related to the transactions  contemplated hereby.
This provision shall be considered a non-circumvention  provision by the parties
and shall  remain in effect  for a period of  thirty-six  (36)  months  from the
Closing Date.

                                   ARTICLE 13
                                     GENERAL

This Agreement  together with all Exhibits and Schedules hereto  constitutes the
entire  agreement  between  the  parties  hereto  and  supersedes  any  and  all
representations,  promises, and statements,  oral or written, made in connection
with the subject matter of this  Agreement and the  negotiation  hereof,  and no
such representation,  promise or statement not written herein will be binding on
the  parties.  This  Agreement  may not be varied or altered  or its  provisions
waived except by an agreement in writing  executed by duly authorized  agents of
both  parties  hereto.  This  Agreement  will be  binding  upon and inure to the
benefit  of the  parties  hereto  and each of their  respective  successors  and
assigns.

Both  parties  agree  that,  without  respect to the place of making or place of
performance of this  Agreement,  governing law and venue for any claim or action
("Action")  shall as follows:  (i) in the event that Buyer  initiates any Action
against Seller, the same shall be exclusively held in either the state courts of
Ironton,  Ohio or the Federal  District  located  closest to Seller's  principal
place of business and the Agreement shall be governed by and construed under the
laws  of  the  State  of  Tennessee  without  regards  to its  conflicts  of law
principles;  and (ii) in the event that  Seller  initiates  any  Action  against
Buyer,  the same  shall be  exclusively  held in the  state  courts  located  in
Memphis, Tennessee, or the Federal District located closest to Buyer's principal
place of  business  in  Tennessee,  and the  Agreement  shall be governed by and
construed  under the laws of Tennessee,  without  regard to its conflicts of law
principles.

Any provision of this  Agreement  which is prohibited  or  unenforceable  in any
jurisdiction will, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability  without  invalidating the remaining  provisions
hereof,  and any such prohibition or  unenforceability  in any jurisdiction will
not   invalidate  or  render   unenforceable   such   provisions  in  any  other
jurisdiction.

Captions are for  convenience  of reference only and are not to be considered as
defining  or limiting  in any way the scope or intent of the  provisions  in any
other jurisdiction.

The waiver of any breach, term, provision or condition of this Agreement may not
be construed to be a subsequent waiver of any other breach,  term,  provision or
condition.  All remedies  afforded by this Agreement for a breach hereof will be
cumulative, that is, in addition to all other remedies provided for herein or at
law or in equity.

All  agreements,  representations,  warranties  and  covenants  made herein will
survive the  execution  and delivery of this  Agreement,  the  Closing,  and the
purchase of the Contracts hereunder.




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Headings  of the  Articles  and  Sections of this  Agreement  are  intended  for
reference  only  and  may  not  be  deemed  to  affect  or be  utilized  in  the
interpretation  of any of the  provisions  hereof.  All  Schedules  and Exhibits
hereto are incorporated herein by the references thereto in this Agreement.

This  Agreement  may be  executed  in  one or  more  counterparts  or  duplicate
originals,  each of which must be deemed an original,  but all of which together
will constitute but one and the same instrument.

The designations of the parties to this Agreement and any pronouns  referring to
any party,  wherever used, must be so construed as to include the plural as well
as the singular number,  and, whenever the context permits,  any gender includes
all other genders and the singular number  includes the plural.  As used in this
Agreement,  the words "includes" and "including" are not limiting, and the words
"hereof" and "hereunder" and words of similar import when used in this Agreement
refer to this Agreement as a whole and not to any  particular  provision of this
Agreement.

IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the date
first above written.

Seller:                                     Buyer:
Lawrence Federal Savings Bank               Morgan Keegan Mortgage Company, Inc.
By: /s/ RobRoy Walters                      By: /s/ R.A. Spell
---------------------------------------     ------------------------------------
RobRoy Walters, Executive Vice              R. A. Spell, Managing Director
President and Chief Financial Officer