EXHIBIT
10.2


Assignment and Assumption
of Lease by Lessee

with Consent of Lessor


This Assignment and Assumption of Lease by Lessee with
Consent of Lessor (“Assignment”), is entered into effective this lst day of
May, 2006, by Insbanc, Inc. (“Assignor”), to Republic Bank & Trust Company
(“Assignee”) and with the consent of Jaytee Properties (“Lessor”).


For the value received, Assignor assigns and transfers
to Assignee that lease, dated February 3, 2003, executed by Assignor as lessee
and by Jaytee Properties, as lessor, of the following described premises:


Being approximately 1189 square feet of rentable
office space


located on the first floor in the Republic Bank
Building


at 9600 Brownsboro Road
in Jefferson County, Kentucky,


together with all right, title, and interest in and to
the lease and premises, subject to all the conditions and terms contained in
the lease, to have and to hold, effective May 1, 2006, until the present term
of said lease expires on February 2, 2008.


A copy of the lease is attached hereto and made a part
hereof by reference,


Assignor covenants that it is the lawful and sole
owner of the lease interest assigned hereunder; that this interest is free from
all encumbrances; and that Assignor has performed and/or Lessor has waived all
duties and obligations and made all payments required under the terms and
conditions of the lease through April 30, 2006.


Assignor hereby assigns all of its right, title and
interest in and to the lease to Assignee. Assignee hereby accepts such
assignment and assumes and agrees to perform all of Assignor’s obligations,
duties and liabilities under the lease arising from and after the date hereof.


Assignee shall indemnify Assignor and hold Assignor
harmless and against all loss, claim or expense, including reasonable attorneys’
fees and costs, asserted against or incurred by Assignor by reason of or
arising out of the failure of Assignee to perform or assume any duty or
obligation required by the Lease to be performed or assumed by Assignee arising
from and after the effective date of this Assignment.


Assignee agrees to pay all rent due Lessor as of the
effective date of this assignment, and to assume and perform all duties and
obligations required by the terms of the lease.


This Assignment shall bind and benefit the parties
hereto and their respective successors and assigns.


In Witness Whereof, the parties have signed this
Assignment and Consent as of the date set forth above, but actually on the
dates set forth below.


Dated: 5/26/06                       Assignor:
/s/ Eric Anderson


                            Insbanc, Inc.


Dated: 5/22/06                       Assignee:
/s/ Michael A. Ringswald, S.V.P


                            Republic Bank & Trust Company









 



CONSENT OF LESSOR


Jaytee Properties, the Lessor named in the above
assignment of that lease executed on February 3, 2003, consents to that
assignment. Lessor also consents to the agreement by Assignee to assume as of
May 1, 2006, the payment of rent and performance of all duties and obligations
as set forth in the lease that arise on May 1, 2006 continuing forward, and to
release Assignor from all obligations, including Assignor’s prior obligation
for the payment of rent prior to May 1, 2006, and accepts Assignee as lessee in
the place of Assignor from May 1, 2006 through the term of the lease.


	
  Dated: 5/25/06

  	
  By:

  	
  /s/ Steven E. Trager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For Jaytee Properties

  	
   

  
					



 



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