License Agreement

EXHIBIT 10.4


BUSINESS/MANAGER LICENSE AGREEMENT


Private Business, Inc. (PBI) and First Security Bank of Lexington, Inc. (Licensee) entered into this Agreement on July 24 , 1998.


The BUSINESS/MANAGER SYSTEM,(System), is a product offered by PBI which includes software and marketing strategies which assist the Licensee with development of its commercial customer base. PBI is not a franchiser and the sale of this SYSTEM to Licensee is not intended to create a franchise relationship.


As developer of the System, and the accompanying Flex-O-Pay software, PBI is the exclusive owner of all trademarks, trade names, copyrights, service marks, source and/or object codes, updates and revisions, documentation, marketing systems, supplies and other confidential and propriety materials associated with the accounts receivable funding and billing systems known as BUSINESS/MANAGER and Flex-O-Pay (software), respectively.


The parties agree as follows:


(1) GRANT OF LICENSE. Subject to the terms and conditions that follow,
PBI grants to Licensee:


(a) The right to offer the System to its customers and use the licensed
documentation throughout the term defined under this Agreement.
Licensee understands that the rights received under this Agreement are
neither exclusive nor transferable. The term "customer" includes all
customers of Licensee while specifically excluding other financial
institutions.


(b) The right to use PBI's software.


(c) The right to provide business owners the supplemental Business
Owner Benefits program (BOB) to each established customer of the System
free of charge.


(d) The right to attend PBI-sponsored seminars.


(e) The right to insure accounts who are using the System. To become
insured, Licensee must file a separate application with Private
Business Insurance, L.L.C. Once Licensee's application has been
approved Licensee must pay additional fees in accordance with the
payment schedule covered in Paragraph 8 of this Agreement. Licensee
understands that this additional amount does not constitute a premium,
as PBI pays all premiums on this insurance policy. Rather, these sums
represent payment made to PBI for the inclusion of Licensee as a
beneficiary under the PBI policy.


(f) The right to use Database Management Products offered by PBI to
assist Licensee in marketing the System.


(2) PROTECTION OF PRODUCT AND USE OF SERVICES. Licensee understands that
the System, and the software included in the System, are valuable trade
secrets and the exclusive property of PBI. As such, Licensee and its
agents may neither share the licensed materials or information
communicated to it by PBI with third parties nor use these materials in
ways not expressly incorporated into this license. Furthermore,
Licensee shall not attempt to hire or employ any current employee of
PBI without the prior written consent of PBI.


All materials used for the system shall at all times remain the
property of PBI. Upon termination of this Agreement, Licensee shall
immediately return all software, documentation, marketing materials,
and other property associated with the System and belonging to PBI.


(3) SOFTWARE MODIFICATION AND CODE. The Licensee agrees to use the software
as provided by PBI and understands that it cannot be modified without
the prior written approval of PBI. If such modifications are made by
Licensee or its agents, such alterations constitute derivative works
owned by PBI in which PBI has exclusive rights. As such, Licensee must
provide a copy of all derivative works to PBI along with the associated
source and object code. Licensee is prohibited from making duplicates
of the software in excess of that number required by the Licensee. In
the event PBI becomes bankrupt or is otherwise unable to perform its
services, the source code underlying the licensed software has been
deposited in escrow with Suntrust Bank, 5030 Thoroughbred Lane,
Brentwood, Tennessee, and will be made available to Licensee.


(4) WARRANTIES AND LIMITATION OF LIABILITIES. PBI warrants that the
software provided will perform substantially in accordance with the
accompanying written materials and will be free from defects in
materials and workmanship. However, PBI cannot warrant the software
from failure which is the result of accident, abuse or misapplication.
PBI will replace defective media or documentation free of charge
provided Licensee returns such items to PBI within 90 (ninety) days of
the date of delivery. If PBI is unable to replace defective media or
documentation within 90 (ninety) days following the receipt of returned
materials, PBI will refund the license fee and this Agreement will
terminate without further remedy. PBI provides this software on an "as
is" basis and disclaims all other warranties, to the extent permitted
by applicable law, both express and implied, including, but not limited
to, warranties of merchantability and fitness for a particular purpose.
In no event shall PBI be liable for any special, incidental, indirect,
or consequential damages whatsoever (including, without limitation,
damages for loss of business profits, business interruption, loss of
business information or other pecuniary loss) arising out of the use of
this product. If Licensee is ever faced with a claim as a result of
using any of the licensed tradenames or marks of PBI, PBI will
indemnify and hold harmless Licensee for any such claim.


(5) SOFTWARE MAINTENANCE. As long as Licensee uses the System and related
software, Licensee shall pay PBI an annual software maintenance fee of
one thousand five hundred dollars ...