UNIFIED HOLDINGS INC, 10SB12G, 1997-05-30

UNIFIED HOLDINGS INC
10SB12G, 1997-05-30

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<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS

UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

Unified Holdings, Inc.
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(Name of Small Business Issuer in its charter)

Delaware 35-1797759
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

429 North Pennsylvania Street, Indianapolis, Indiana 46204-1873
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(Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code: (317) 634-3301
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Securities to be registered under Section 12(b) of the Act:

Title of each class Name of each exchange on which
to be so registered each class is to be registered

Not Applicable
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- ------------------------------------ --------------------------------

Securities to be registered under Section 12(g) of the Act:

Common Stock, $.01 par value
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(Title of class)

Preferred Stock, $.01 par value
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(Title of class)

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<TABLE>
UNIFIED HOLDINGS, INC.

FORM 10 S-B

TABLE OF CONTENTS

<CAPTION>
Page
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<S> <C>
PART I
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Item 1. Description of Business 1
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Item 2. Management's Discussion and Analysis or Plan of Operation 26
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Item 3. Description of Property 29
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Item 4. Security Ownership of Certain Beneficial Owners and Management 30
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Item 5. Directors, Executive Officers, Promoters and Control Persons 36
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Item 6. Executive Compensation 37
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Item 7. Certain Relationships and Related Transactions 39
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Item 8. Description of Securities 39
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PART II
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Item 1. Market Price of and Dividends on the Registrant's Common
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Equity and Other Stockholder Matters 44
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Item 2. Legal Proceedings 45
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Item 3. Changes In and Disagreements with Accountants 45
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Item 4. Recent Sales of Unregistered Securities 45
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Item 5. Indemnification of Officers and Directors 45
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PART F/S 47
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PART III
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Item 1. Index to Exhibits 110
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Item 2. Description of Exhibits 110
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</TABLE>

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<PAGE> 3

PART I
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ITEM 1. DESCRIPTION OF BUSINESS
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Registration Statement are
or may constitute forward-looking statements (as such term is defined in the
Private Securities Litigation Reform Act of 1995). Because such statements
are subject to risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements.

GENERAL

Unified Holdings, Inc., a Delaware corporation ("Unified" or the
"Company"), was organized December 7, 1989. At March 31, 1997, Unified
owned all of the capital stock of Unified Management Corporation ("UMC"),
Indianapolis, Indiana, a licensed National Association of Securities
Dealers, Inc. ("NASD") broker-dealer, and Unified Advisers, Inc. ("UAI"),
Indianapolis, Indiana, a registered investment adviser and transfer agent.
Reference in this filing to the "Company" includes Unified and its wholly
owned subsidiaries.

The Company's principal business is providing management services
and equipment for its two wholly owned subsidiaries which, in turn,
concentrate their services over seven major lines of business in the
financial services industry: mutual fund services and distribution;
brokerage and securities services; investment advisory and asset management
services for all asset management categories; mutual fund consolidations,
tax-free reorganizations and start-ups; certain non-bank custodial services;
retirement services; and internal and external proprietary product and
systems development. Through its subsidiaries, these services are provided
primarily to third party financial services institutions, predominantly
mutual funds. As a result of Unified's ten percent (10%) stock ownership in
and affiliation with Vintage Advisers, Inc. ("VAI"), a Delaware corporation,
the Company's subsidiaries provide services for the affiliated Vintage
Funds, a family of eight no-load mutual funds, sponsored by VAI (hereinafter
referred to as the "Vintage Funds").

Currently, the Company serves as transfer agent, administrative
services agent, distributor, fund accountant and/or stockholder services
agent for ten mutual fund families consisting of approximately 50 different
portfolios, including the eight Vintage Funds portfolios, and performs other
clerical functions for the Vintage Funds in addition to the typical mutual
fund services. The Company receives revenues for the management of the
Vintage Funds along with certain commissions attributable to distribution of
fund shares as well as mutual fund and clerical services fees. Since
October of 1995, the Vintage Funds have grown to over $66,000,000 in
combined assets as of March 31, 1997, most of which are from UMC's brokerage
sweep accounts. Of the approximately $135,000,000 of Unified's clients'
assets invested in mutual funds, nearly half of those assets are invested in
the affiliated Vintage Funds. The Vintage Funds portfolios include: The
Vintage Starwood Strategic Fund; The Vintage Asset Allocation Fund; The
Vintage Aggressive Growth Fund; The Vintage Laidlaw Fund; The Vintage First
Lexington Balanced Fund; The Vintage Taxable Fixed Income Fund; The Vintage
Tax-Free Money Market Fund; and The Vintage Taxable Money Market Fund.

UMC, the Company's broker-dealer subsidiary, functions as the
distributor to the Vintage Funds and also provides specialty services, such
as retirement services, for certain customers of the

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Vintage Funds in addition to its discount brokerage activities. The brokerage
subsidiary clears, on a fully-disclosed basis, through Pershing, a division
of Donaldson, Lufkin & Jenrette Securities Corporation.

As of May 26, 1997, Unified had outstanding (i) 600,000 shares of
its common stock, $.01 par value (the "Common Stock"), and (ii) 17,069
shares of its preferred stock, $.01 par value (the "Preferred Stock"), of
which 8,486 of such shares are designated as "Series A 8% Cumulative
Preferred Stock" and 8,583 of such shares are designed as "Series B 8%
Cumulative Preferred Stock." As of March 31, 1997, the Company reported, on
a consolidated basis, total assets of $1,930,479 and stockholders' equity of
$964,905. On February 6, 1997, Unified's Board of Directors (the "Board")
approved a 2 for 1 stock split raising the number of outstanding shares of
Common Stock to 600,000 and approved an amendment to the Company's
Certificate of Incorporation (the "Certificate of Incorporation") that
authorizes the issuance of up to 25,000,000 shares of Common Stock. The
amendment to the Certificate of Incorporation was effective May 12, 1997.
All of the Company's 25,000,000 authorized shares of Common Stock and the
1,000,000 authorized shares of Preferred Stock are to be registered pursuant
to this Form 10 Registration Statement, pursuant to Section 12(g) of the
Securities Act of 1934, as amended (the "1934 Act").

The shares of Common Stock currently are owned: 76.76% (460,574
shares) by the Unified Holding, Inc. Management and Employee Retention Plan
("M.E.R.P.") (a non-qualified plan), with all such plan share awards granted
to date in the form of options; 16.72% (100,294 shares) by the Unified
Holdings, Inc. Restricted Stock Option Plan (the "Stock Option Plan") (a
non-qualified plan); and 6.52% (39,132 shares) by the Unified Regional
Prototype 401(k) Profit Sharing Plan ("401(k) Plan") (a qualified plan).

Mr. Timothy L. Ashburn, the Company's Chief Executive Officer and
Chairman, votes, at the direction of the M.E.R.P. Committee and the Stock
Option Plan Committee, the shares of Common Stock held by the M.E.R.P. and
the Stock Option Plan, respectively, and Mr. Lynn E. Wood, the Company's
President, Chief Operating Officer and a Director, votes, at the direction of
the Board and the 401(k) Plan Committee, the shares held by the 401(k) Plan.

As of March 31, 1997, the total number of shares of Preferred
Stock that were authorized was 1,000,000, of which 20,000 shares have been
designated as follows:

<TABLE>
<CAPTION>
SHARES
SHARES ISSUED AND STATED PAR
DESIGNATED OUTSTANDING VALUE VALUE
---------- ----------- ------ -----
<S> <C> <C> <C> <C>
Series A 8% Cumulative Preferred Stock 10,000 8,486 $100 $.01
Series B 8% Cumulative Preferred Stock 10,000 8,583 100 .01
</TABLE>

Dividend payments on the Preferred Stock are cumulative at 8% per
annum of the stated value. Without the consent of the holders of not less
than a majority of the then outstanding shares of Preferred Stock, the
Company may not create any additional class or series of stock ranking or
having a parity as to payment of dividends or as to liquidation preference
over or with the Series A or Series B Preferred Stock.

In the event of non-payment of the cumulative preferred
dividends, the holders of Preferred Stock shall be entitled to vote on all
matters coming to the attention of the Company, as provided in the
Certificate of Incorporation.

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Unified's principal executive offices are located at 429 North
Pennsylvania Street, Indianapolis, Indiana 46204, and its telephone number
is (317) 634-3301.

THE COMPANY'S SUBSIDIARIES AND OPERATIONS

The Company has two wholly owned subsidiaries, both Indiana
corporations, through which it conducts its operations: Unified Advisers,
Inc., a registered investment advisor and licensed, registered transfer
agent, which was organized on February 1, 1990; and Unified Management
Corporation, a NASD and SIPC member broker-dealer, which was organized on
November 20, 1952 as Unified Underwriters and commenced operations as
Unified Management Corporation effective February 25, 1976.

UNIFIED ADVISERS, INC. UAI is a complete mutual fund
financial services company specializing in the development, support,
maintenance, shareholder servicing, management and investment advisory of
mutual funds.

UAI was formed in 1990 as a sister company to UMC in a strategic
move to separate and segregate the brokerage services employees (and
brokerage account activities) from the mutual fund services employees (and
mutual fund account activities).

UAI is a highly automated and tiered transfer agent and
registered stock transfer agent, that presently provides transfer agency,
fund accounting, administrative and/or compliance services for nine
different third-party, unaffiliated mutual fund families consisting of nearly
$3 billion in mutual fund assets, approximately 50 different portfolios and
125,000 different shareholders. Additionally, as a registered investment
adviser, UAI has approximately $135 million of assets under management, all
of which are invested in mutual funds, with approximately $60 million of its
$135 million invested in the Vintage Funds.

UAI's primary services include: mutual fund transfer agency and
shareholder recordkeeping; shareholder services plan support; mutual fund
start-up services; administration; fund accounting; compliance; asset
allocation services; statement processing; tax-free reorganizations;
qualified plan services, support and constructs; fulfillment; and investment
advisory services. UAI performs the Vintage Funds' internal mutual fund
services on a fixed, basis points arrangement, such that profits on the
services (and the expenses from the Vintage Funds' perspective) are "locked
in" and therefore calculable.

UAI has experience and expertise in all of the necessary business
units to transact tax-free mutual fund reorganizations, mergers and
acquisitions. Through its systems group, full-service capacity and its link
to a brokerage affiliate, UAI has the capability of converting assets on a
tax-free basis from existing funds into Unified's affiliated mutual fund
family, the Vintage Funds. Additionally, Unified Advisers has the
capability and flexibility to create or modify funds specifically
individualized to the client and the transaction.

As a mutual fund service provider for third party mutual funds,
UAI generally is responsible for all of a fund's business activities,
including distribution (through UMC) and investment management. The Company
believes that these services are an extension of distribution, that high
quality servicing is critical to retaining shareholder accounts and that
quality of service directly impacts the growth of mutual fund assets.
Therefore, UAI strives to create an error-free operating environment based
on stringent standards established by the Company.

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UAI's service responsibilities may be divided into five major
services:

* shareholder recordkeeping - encompasses all
mutual fund shareholders' transactions, including taking
purchase and redemption orders, entering orders into the
transfer agency system and forwarding information regarding
trade activity to the portfolio managers and fund accountants
as specified;

* fund accounting - provides the daily
recordkeeping for each fund, including calculations of net
asset value per share, dividend rates per share and the
maintenance of all books, records and financial reports
required by the Securities and Exchange Commission (the "SEC")
and other regulatory agencies. This service also includes
preparation of quarterly financial statements, shareholder
reports and board reports for each portfolio, participation in
the periodic updating of prospectuses, preparation of federal,
state and local tax returns, payment of all costs and expenses
of the fund, and the maintenance of the official books and
records of each fund;

* cash management - ensures timely receipts and
disbursements on shareholders activity for effective asset
management, including cash availability for investment,
reconciliation of accounts, cash movement and activity,
processing of fees, and tax withholding and reporting;

* fund administration and legal compliance; and

* investment advisory services.

UAI, as the primary servicing agent for various mutual funds,
including the Vintage Funds, receives fees from the funds for providing such
services. As such, UAI is economically dependent on these funds and their
respective contracts (and renewals) for a substantial portion of its revenue.

UNIFIED MANAGEMENT CORPORATION. UMC was formed in 1952 as
Unified Underwriters and is a regional discount brokerage firm with a unique
link to mutual fund assets via its brokerage account services. A licensed
NASD broker-dealer since 1976, UMC founded the first mutual fund in the
state of Indiana in 1963 while operating as Unified Underwriters, and
specializes in mutual fund distribution and shareholder servicing liaison
providing such services as: mutual fund distribution, distribution services
and support; mutual fund conversion support for broker-dealer requirements;
mutual fund trades; individual retirement account ("IRA") custodial
services; 12b-1 maintenance, accounting and marketing support; securities
(stock and bond) brokerage; brokerage clearing and execution services;
consolidated brokerage statement processing; mutual fund and brokerage
software development; asset allocation and performance measurement services
and statement processing; and retirement account record keeping.

UMC, as a fund distributor and broker-dealer of record, has
created a beneficial synergy by uniquely linking brokerage accounts with
funds and providing a proprietary brokerage sweep relationship through the
Vintage money market funds. UMC also utilizes its brokerage services as an
important component in the tax-free conversion (re-organization) of mutual
fund assets from small third-party mutual funds into the Vintage Funds.

UMC clears through Pershing and provides a full range of
brokerage products, including an Internet home page which is scheduled for
availability in June of 1997.

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THE COMPANY'S AFFILIATED MUTUAL FUNDS

The Company currently owns a 10% interest in VAI, a registered
investment adviser that manages and sponsors the Vintage Funds, a no-load
family of mutual funds consisting of eight portfolios. As of March 31, 1997,
the Vintage Funds maintained approximately $66 million in total net assets,
predominantly in its two money market portfolios, and features its
proprietary property, V.O.I.C.E. (Vision for Ongoing Investment in Charity
- - - -
and Education)(SM) and several other innovative products to the financial
-
services industry.

The Vintage Funds' mission, largely due to its relationship with
VAI and Unified, is to capture existing small fund assets via: tax-free
reorganizations; acquisitions; asset mergers; construction of Vintage
portfolios for certain R.I.A.s; and the marketing of its V.O.I.C.E. concept.

The Vintage Funds were established by VIA as a platform for five
primary visions:

(i) As a proving ground for the V.O.I.C.E.
program, and establishing V.O.I.C.E. as a niche in the
industry, highlighting its philanthropic nature and its
contributions to not-for-profit organizations, especially in the
area of education;

(ii) To provide a more attractive and more
efficient home for small, third party mutual funds thereby
growing the Vintage Funds' assets by: tax-free reorganizations
due to its affiliation with Unified; the attraction of the
V.O.I.C.E. program; and stock-for-stock acquisitions;

(iii) To create an efficient, no-load investment
environment, with industry mid-point expense ratios and free
expense privileges;

(iv) To provide the opportunities and diversity
attributable to selected fund-of-funds; and

(v) To create a complete mutual fund service
environment with a special focus on the gathering and
maintenance of retirement plans.

Three of the Vintage Fund's five equity portfolios and its fixed
income portfolio are fund-of-funds.

The Vintage Funds feature the unique mutual fund investment
advisory services and marketing programs of VAI and Unified. Both the
Vintage Funds and the Company enjoy a fixed basis point services structure
that protects and "locks in" both profitability and expenses.

THE PHILANTHROPIC V.O.I.C.E. (VISION FOR ONGOING INVESTMENT IN
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CHARITY AND EDUCATION)(SM) PROGRAM.
- - -

The Company oversees and manages the V.O.I.C.E. program for its
affiliate, VAI, exclusively for the Vintage Funds. V.O.I.C.E. is a unique
and innovative philanthropic program through which individuals and
institutions can cause contributions to be made to educational, charitable
and philanthropic "not-for-profit" organizations at no expense to the
Vintage Fund or to the shareholder. VAI makes the contributions from its
own revenue to certain accredited college or university endowments or
general scholarship funds designated by qualifying shareholders.

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<PAGE> 8

Philanthropic institutions outside the area of education may be
accepted, at the discretion of VAI. The V.O.I.C.E. program, the only one of
its kind in the mutual fund industry, is the proprietary property of VAI.

In 1996, VAI entered into a limited licensing arrangement with
Star Bank of Cincinnati, Ohio that allows Star Bank to use the V.O.I.C.E.
idea for certain bank products within the state of Ohio in exchange for a
five basis point royalty on any assets attracted by the V.O.I.C.E. program.
The license agreement expires in January of 1998.

REGULATION OF THE COMPANY'S BUSINESS

Under the Investment Company Act of 1940 (the "1940's Act"), the
advisory, sub-advisory and distribution agreements between the Vintage Funds
and the Company's subsidiaries are reviewed annually and renewed accordingly
by the Board of Trustees of the Vintage Funds (the "Board of Trustees").
There are no assurances that the Company's subsidiaries will be able to
continue the contracts with the Vintage Funds. If the Company or the
Company's subsidiaries are unable to successfully renew those agreements
with the Vintage Funds, the cancellation of those agreements could have a
material adverse effect on the Company's business. The service agreements
with mutual funds and the behavior of the Company and its subsidiaries
supporting those agreements require regulation by the NASD, SEC, independent
auditors and counsel, and often require the approval of the Board of Trustees
and, in certain cases, the shareholders of the Vintage Funds. Although no
assurances can be made, the Company believes that such approval will be
granted and that the mutual fund services agreements will be renewed.

The securities industry, including broker-dealer, investment
advisory and transfer agency firms in the United States, are subject to
extensive regulation under federal and state laws. Much of the regulation
of broker-dealers has been delegated to self-regulatory organizations,
principally the NASD. The regulations to which broker-dealers are subjected
cover all aspects of the securities business, including sales methods, trade
practices, capital structure of securities firms, recordkeeping and the
conduct of directors, officers and employees. Additional state and federal
legislation, changes in rules promulgated by the SEC and by self-regulatory
organizations, or changes in the interpretation or enforcement of existing
laws and rules often directly affect the methods of operation and
profitability of money managers, broker-dealers and transfer agents.
Investment-related firms also are subject to regulation and licensing by
state securities commissions in the states in which they transact business.
The SEC, state securities administrators and the self-regulatory
organizations may conduct administrative proceedings that can result in
censure, fine, suspension or expulsion of a broker-dealer, its officers or
employees. The principal purpose of regulation and discipline of
broker-dealers, investment advisors and stock transfer agents is the
protection of customers and the securities markets rather than protection of
creditors and shareholders of such firms.

INDUSTRY REGULATIONS

The Company is subject to extensive regulation as to its duties,
affiliations, conduct and limitations on fees. Section 22(b) of the 1940's
Act provides that a securities association registered under Section 15A of
the 1934 Act may adopt rules prohibiting its members from receiving a
commission, discount, spread or fees except in accordance with a method or
methods, and within such limitations as to the relation thereof to said
public offering price, as such rules may prescribe in order that the price at
which such security is offered or sold to the public shall not include an
excessive sales load but shall allow for reasonable compensation for sales
personnel, broker-dealers and underwriters, and for reasonable sales loads
to investors. Section 22(c) of the 1940's Act further states that the SEC
may make rules and regulations applicable to registered investment companies
and to principal underwriters of, and dealers in,

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the redeemable securities of any registered investment company, whether or not
members of any securities association. Any rules and regulations so made by
the SEC, to the extent that they may be inconsistent with the rules of any
securities association, shall, so long as they remain in force, supersede the
rules of the association and be binding upon its members as well as all other
underwriters and dealers to whom they may be applicable.

The Company's wholly owned, broker-dealer subsidiary, UMC, is a
NASD member. The NASD, a securities association registered pursuant to
Section 15A of the 1934 Act has prescribed rules (Section 26 of the NASD
Rules of Fair Practice) with respect to maximum commissions, charges and fees
related to investment in any open-end investment company registered under the
1940's Act.

The Company's 10% affiliate, VAI, is a registered investment
adviser and serves as the adviser to the Vintage Funds. It is unlawful for
any investment adviser to: (1) employ any device, scheme or artifice to
defraud any client or prospective client; (2) engage in any transaction,
practice or course of business that operates as a fraud or deceit upon any
client or prospective client; or (3) engage in any act, practice or course
of business which is fraudulent, deceptive or manipulative.

The Board of Trustees is presently sixty percent
(60%) "disinterested" as defined under the 1940's Act. The Vintage Funds,
VAI and the Board of Trustees have initiated a plan to become 75%
disinterested in order to affect tax-free reorganizations of third party
mutual funds in the future, a business that the Vintage Funds, due to its
affiliation with Unified, aggressively pursues. The 75% disinterested
trustee arrangement will be an important component in the Company's business
plan as such plan relates to tax-free reorganizations of third party funds
and to the Company's anticipated plans to acquire other registered
investment advisers to other mutual fund families. An investment adviser can
transfer control of an investment company only under the provision that at
least seventy-five (75%) percent of the directors of the investment company
are independent of the new and old investment adviser, and provided no
unfair burden is imposed on the investment company as a result of the sale.
The effect of such transfer results in the termination of the old investment
adviser agreement and requires the new agreement to be approved by both the
Board of Trustees and the Vintage Funds' shareholders.

Directors and the investment adviser also are defined as
fiduciaries; accordingly, the SEC is authorized to initiate an action to
enjoin a breach of fiduciary duties involving personal misconduct by
officers, directors, investment advisers and principal underwriters.
Shareholders or the SEC also may bring an action against the officers,
directors and investment adviser for breach of fiduciary duty in
establishing the compensation paid the investment adviser. An investment
adviser to a fund, its principals and its employees, also may be subject to
proceedings initiated by the SEC to impose remedial sanctions for violation
of any provision of the federal securities laws and the regulations adopted
thereunder, and the SEC may preclude such investment adviser to an
investment company from continuing to act in the capacity of investment
adviser. Investment companies such as the Vintage Funds are subject to
considerable substantive regulation. Such companies must comply with
periodic reporting requirements. Proxy solicitations are subject to the
general proxy rules as well as to special proxy rules applicable only to
investment companies. Shares of investment companies can only be offered at
a uniform public offering price based upon the current share net asset value
plus the sales load. No more than sixty percent (60%) of the directors can
be interested persons, defined to include, among others, persons affiliated
with the management company or underwriter, and a majority of the directors
must not be affiliated with the underwriter (distributor). The management
agreement initially must have been approved by a majority of the outstanding
shares and, after two years, must be annually approved, either by the board
or by the outstanding voting shares. The management agreement must
automatically terminate in the event of assignment and must be subject to
termination upon 60 days notice by the board or by a vote of the majority of
the outstanding voting shares. The underwriting or distribution agreement
also must be

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<PAGE> 10

annually approved by the board or by a vote of a majority of the outstanding
voting shares, and must provide for automatic termination in event of
assignment. Transactions between the investment company and an affiliate can
be entered into only if approved by the SEC, after notice and opportunity for
hearing.

NET CAPITAL REQUIREMENTS

As a broker-dealer, and as a member of the NASD, UMC is subject
to the SEC's minimum net capital rule (Rule 15c3-1), which provides that a
broker-dealer doing business with the public must maintain certain minimum
net capital and shall not permit its aggregate indebtedness to exceed
certain specified limitations. The rule is designed to measure a firm's
financial integrity and liquidity. A broker-dealer may be required to reduce
its business and restrict withdrawal of subordinated capital if its net
capital drops below specified levels, and also may be prohibited from
expanding its business or declaring cash dividends. In addition, failure to
maintain the required net capital may subject a broker-dealer to
disciplinary actions by the SEC, the NASD and state securities
administrators, including fines, censure, suspension or expulsion. Rule
15c3-1 may limit UMC's uses of its capital.

UMC was required to maintain minimum net capital, as defined, of
6 2/3% of aggregate indebtedness or $50,000 at December 31, 1996 and 1995,
whichever was greater, and a ratio of aggregate indebtedness to net capital
of not more than 15 to 1. At December 31, 1996, UMC had net capital of
$137,894, which was $87,894 in excess of its required net capital of $50,000,
and a net capital ratio of 2.28 to 1. At December 31, 1995, UMC had net
capital of $203,377 which was $153,377 in excess of its required net capital
of $50,000, and a net capital ratio of 1.33 to 1. Factors that affect UMC's
net capital include the general investment climate as well as the ability of
the Company to obtain any liquid assets necessary to contribute equity
capital to its subsidiaries. Although UMC currently has sufficient net
capital, should the Company's liquidity be impaired substantially as a result
of any factor, including potential demands for cash created by a rescission
offer, and additional net capital becomes necessary, the continued operation
of UMC and the Company could be restricted or suspended.

Rule 15c3-1 requires the ratio of aggregate indebtedness, as
defined, to net capital not exceed 15 to 1, and imposes certain restrictions
on operations. In computing net capital, various adjustments to net worth
are made with a view to excluding assets that are not readily convertible
into cash and with a view to a conservative statement of other assets, such
as a firm's position in securities. UMC may not allow withdrawal of
subordinated capital if minimum net capital would thereafter be less than 5%
of aggregate debit items as defined under Rule 15c3-1. Further, UMC may not
permit equity capital to be withdrawn, whether by payment of dividends,
repurchase of stock or other means, if its net capital would thereafter be
less than 5% of aggregate debit items as defined under Rule 15c3-1.
Compliance with Rule 15c3-1 may limit those operations of a firm (such as
UMC) that may require the use of its capital.

REGULATORY PENALTIES FOR FAILURE TO MAINTAIN MINIMUM NET CAPITAL
REQUIREMENTS

Rule 15c3-1 imposes minimum financial requirements for
broker-dealers. A decrease below minimum net capital required for UMC could
force the broker-dealer to suspend activities pending recovery of net
capital. Factors that affect UMC's net capital include the general
investment climate as well as the ability of the Company to obtain any
assets necessary to contribute equity capital to UMC. Although UMC currently
has sufficient net capital, should the Company's liquidity be impaired
substantially as a result of any factor, and additional net capital become
necessary, the continued operation of UMC could be restricted or suspended.

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The Company's asset management, mutual fund services, mutual fund
management and broker-dealer businesses are subject to various risks and
contingencies, many of which are beyond the ability of the Company to
control. These risks include: economic conditions generally and in
particular those affecting bond and securities markets, interest rates and
discretionary income available for investment; customer inability to meet
payment or delivery commitments; customer fraud; and employee misconduct and
error.

COMPLIANCE REQUIREMENTS AND REGULATORY PENALTIES FOR NONCOMPLIANCE

Various aspects of the Company's business are subject to federal
and state regulation as well as "self regulatory" authorities that,
depending on the nature of any noncompliance, may result in the suspension
or revocation of licenses or registration, including broker-dealer,
investment advisor and transfer agent licenses and registrations, as well as
the imposition of civil fines and criminal penalties. Failure by the Company
or any of its employees to comply with such regulations or with any of the
laws, rules or regulations of federal, state or industry authorities
(principally the NASD and SEC) could result in censure, imposition of fines
or other sanctions, including revocation of the Company's right to do
business or in suspension or expulsion from the NASD. Any of the foregoing
would have a material adverse effect upon the Company. Such regulations are
designed primarily for the protection of the investing customers of
securities firms rather than the Company's stockholders. Finally, there is
no assurance that the Company, along with other fund sellers, administrators
and managers will not be subjected to additional stringent regulation and
publicity that may adversely affect its business. In the securities
industry, in recent years, there has been an increased incidence of
litigation, including court litigation, arbitration and enforcement or
disciplinary proceedings by regulators.

COMPETITION

Since its inception, the Company has directly competed primarily
with a number of larger, more established mutual fund service organizations
and securities firms. Competition is influenced by various factors,
including breadth, quality of service and price. All aspects of the
Company's business are competitive, including competition for mutual fund
assets to manage. Large national firms have much greater marketing
capabilities, offer a broader range of financial services and compete not
only with the Company and among themselves but also with commercial banks,
insurance companies and others for retail and institutional clients. The
Company's affiliated mutual funds are subject to competition from nationally
and regionally distributed funds offering equivalent financial products with
returns equal to or greater than those offered by the Vintage Funds. The
Company is focused on the niche area of tax-free reorganizations and
consolidations of small mutual funds into the Vintage Funds family and its
proprietary products, such as V.O.I.C.E. Competition for assets under
management is intense from both national and regional based firms. Access
to local investment and the population of the region by modern communication
systems is so efficient that the Company's geographical position cannot be
deemed an advantage. The Company's investment management operations compete
with a large number of other investment management firms, commercial banks,
insurance companies, broker-dealers and other financial service firms. Most
of these firms are larger and have access to greater resources than the
Company. The investment advisory industry is characterized by relatively
low cost of entry and the formation of new investment advisory entities that
may compete directly with the Company is a frequent occurrence. The Company
directly competes with as many as several hundred firms that are of similar
or larger size. The Company's ability to increase and retain clients'
assets could be materially adversely affected if client accounts
under-perform the market. The ability of the Company's investment management
subsidiary to complete with other investment management firms also is
dependent, in part, on the relative attractiveness of their investment
philosophies and methods under prevailing market conditions. A large number
of mutual funds are sold to the public by investment management firms,
broker-dealers, insurance companies

- 9 -
<PAGE> 12

and banks in competition with the Vintage Funds. Many of the Company's
competitors apply substantial resources to advertising and marketing their
mutual funds, which may adversely affect the ability of the Vintage Funds to
attract new assets. The Company expects that there will be increasing
pressures among mutual fund sponsors to obtain and hold market shares.
Although the Company may expand the financial services it can render to its
customers, it does not now offer as broad a range of financial services as
national stock exchange member firms, commercial banks, insurance companies
and others.

POTENTIAL BANK COMPETITION

The Glass-Steagall Act, among other things, prohibits banks from
engaging in the underwriting, public sale or principal distribution of and
dealing in securities. Bank holding companies (either directly or through
their bank or non-bank subsidiaries), however, are generally permitted to
purchase and sell securities, as agent, upon the order and for the account of
their customers. Federal bank regulatory agencies, including the Office of
the Comptroller of the Currency (the "OCC"), have by regulatory
interpretations, allowed banks to provide a wide variety of services to
mutual funds, including investment advisory, administration, shareholder
servicing, custodial and transfer agency services. If current restrictions
under the Glass-Steagall Act were relaxed and banks were authorized to
organize, sponsor and distribute shares of an investment company, it is
possible that national, regional or local banks would consider the
possibility of performing some or all of the services presently provided by
the Company. Should such an event occur, it could have a material adverse
effect on the Company's business operations.

DEPENDENCE ON KEY CLIENTS

The Company presently provides mutual fund services, transfer
agency, fund accounting, administration and distribution services to ten
mutual fund families consisting of approximately 50 different portfolios.
Eight of those portfolios, the Vintage Funds, originally were organized and
are sponsored by VAI. The Vintage Funds and those of the remaining parties,
have entered into contracts with the Company which typically expire within
one to three years. No assurance can be made that any of these third party
funds or the Vintage Funds will remain clients of the Company upon expiration
or termination of the various administration and distribution agreements.
The loss by the Company of such mutual fund clients, especially the Vintage
Funds, would have a material adverse effect on the Company.

Additionally, UMC has entered into clearing agreements with its
introduced broker-dealer clients that represent a substantial portion of the
assets in the Vintage Funds through the use of the Vintage Taxable and
Tax-Free Money Market Funds as their brokerage sweep facility. The
introduced broker-dealer relationships also represent a significant portion
of UMC's revenues from trading commissions. The loss of clearing clients
would have a material adverse effect on the Vintage Funds and the Company.

VAI receives management fees from the Vintage Funds. As the
Vintage Funds' manager and advisor, VAI, and, therefore, the Company, are
economically dependent on the Vintage Funds for a substantial portion of
their revenue.

The contractual division of responsibilities between the Company,
its merger companies and the affiliated funds track the main services and
functions of a mutual fund. Contacts for portfolio management performed by
VAI in the case of the Vintage Funds are awarded annually by review and
approval of the independent Boards of Trustee of the various Vintage Funds
(the "Boards"). The Boards consists of six trustees, four of whom are
independent, and two, Timothy L. Ashburn and Jack R. Orben, who are
affiliated with the Company. These Boards are also responsible for awarding
the Company's

- 10 -
<PAGE> 13

subsidiaries the various service agreements for the Vintage Funds (mutual fund
regulations limit certain agreements to one year and others are typically one
to three year contracts). Distribution and administrative services contracts
are generally terminable by a fund's Board for "cause" (as defined in the
contracts).

DEPENDENCE ON KEY PERSONALS

The Company is dependent in a large part on the personal efforts
of Timothy L. Ashburn, the Chief Executive Officer and Chairman of the
Board, as well as a group of senior management personnel. The loss or
unavailability of any of these persons could have a material adverse effect
on the Company. The Company's success will also depend on its ability to
attract and retain highly skilled personnel in all areas of its business.
There can be no assurance that the Company will be able to attract and
retain personnel on acceptable terms in the future. Loss of any of these
individual's services would likely have a material adverse effect on the
Company's business. The Company intends to purchase a key man insurance
policy on Mr. Ashburn in the amount of $1,000,000 naming the Company as the
beneficiary.

EMPLOYEES

As of March 31, 1997, the Company and its subsidiaries had 35
employees, of which 33 were full time employees.

RECENT DEVELOPMENTS

On April 25, 1997, the Company entered into an agreement to
acquire Health Financial, Inc. ("Health Financial"), located in Lexington,
Kentucky. Health Financial is an investment adviser providing services to
trusts, retirement plans, businesses and individuals located primarily in
Kentucky. As of March 31, 1997, Health Financial reported total assets of
$842,293 and shareholders' equity of $817,293.

On April 25, 1997, the Company entered into an agreement to
acquire First Lexington Trust Company ("First Lexington"), located in
Lexington, Kentucky. First Lexington is a non-bank affiliated trust company
that is regulated by the Department of Financial Institutions, Commonwealth
of Kentucky. As of March 31, 1997, First Lexington reported total assets of
$1,022,345 and shareholders' equity of $992,548.

On May 8, 1997, the Company entered into an agreement to acquire
VAI, located in Indianapolis, Indiana. VAI is a registered investment
advisor under the 1940's Act and is the advisor to the Vintage Funds. As of
March 31, 1997, VAI reported total assets of $607,800 and stockholders'
equity of $50,700.

PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following unaudited pro forma combined consolidated balance
sheet gives effect to proposed acquisitions of Health Financial, First
Lexington and VAI as if each of the acquisitions were consummated on
December 31, 1996.

The following pro forma combined consolidated income statements
for the three months ended March 31, 1997 and 1996 and for the years ended
December 31, 1996, 1995 and 1994 set forth the

- 11 -
<PAGE> 14

results of operations of the Company combined with the results of operations
of Health Financial, First Lexington and VAI as if the proposed acquisitions
had occurred as of the first day of the period presented.

The unaudited pro forma combined consolidated financial
statements should be read in conjunction with the accompanying Notes to the
Pro Forma Combined Consolidated Financial Statements and with the historical
financial statements of the Company, Health Financial, First Lexington and
VAI. The historical interim financial information for the three months ended
March 31, 1997 and 1996, used as a basis for the pro forma combined
consolidated financial statements, include all necessary adjustments, which,
in management's opinion, are necessary to present the data fairly. These pro
forma combined consolidated financial statements may not be indicative of
the results of operations that actually would have occurred if the proposed
acquisitions had been consummated on the dates assumed above or of the
results of operations that may be achieved in the future.

VAI has a November 30 fiscal year end. For purposes of the
following pro forma combined consolidated financial statements, VAI
information at or for the year ended November 30 and the three months ended
February 28/29 is reported as December 31 and March 31 data, respectively.
VAI was incorporated on December 12, 1994 and, as such, does not have
operating results as of or for the year ended November 30, 1994.

- 12 -
<PAGE> 15

<TABLE>
UNIFIED HOLDINGS, INC.
PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
(UNAUDITED)
<CAPTION>

ASSETS
- ------
CASH AND CASH EQUIVALENTS $ 339,096 $ 25,631 $ 99,762 $104,123 $ 568,612 $ $ $ 568,612

SECURITIES OWNED, AT MARKET VALUE
Debt securities 802,970 802,970 802,970
Mutual funds (affiliated) 197,848 54,793 252,641 252,641
Mutual funds 177,915 177,915 177,915

INVESTMENTS
Investment in Affiliated
Company 430,879 430,879 0 430,879<F5> 0

ACCOUNTS RECEIVABLE
Receivables 491,615 40,555 71,231 322,454 925,855 0 127,714<F6> 798,141
Allowance for bad debts (2,041) (2,041) (2,041)

LOANS RECEIVABLE 50,000 40,113 90,113 0 50,000 40,113

OTHER ASSETS
Prepaid and sundry assets 120,929 6,046 3,424 130,399 130,399
Organization cost, net 175,049 9,000 184,049 184,049
Cash surrender value on life
insurance policy 0 0
Deferred development cost 305,764 305,764 305,764

FIXED ASSETS
Property, furniture and
equipment, net 213,656 35,958 197,688 447,302 447,302
Capitalized lease, net 88,497 88,497 88,497
---------- -------- ---------- -------- ---------- --------- -------- ----------

TOTAL ASSETS $1,930,479 $607,838 $1,022,345 $842,293 $4,402,955 $ 0 $608,593 $3,794,362
========== ======== ========== ======== ========== ========= ======== ==========

<CAPTION>
See notes to pro forma combined consolidated financial statements.

- 13 -
<PAGE> 16

LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

LIABILITIES
CURRENT LIABILITIES
Current portion of lease
obligations $ 36,205 $ $ $ $ 36,205 $ $ $ 36,205
Note payable 135,000 135,000 50,000<F6> 0 85,000
Accounts payable and
accrued expenses 332,598 184,290 5,657 25,000 547,545 127,714<F6> 0 419,831
Accrued compensation 109,652 223,125 332,777 332,777
Income taxes payable 2,465 2,465 2,465
Deferred income taxes 15,076 15,076 15,076
Other liabilities 462,765 4,789 467,554 57,081<F6> 0 410,473
---------- --------- ---------- -------- ---------- ---------- -------- ----------

Total current
liabilities 941,220 542,415 27,987 25,000 1,536,622 234,795 0 1,301,827
---------- --------- ---------- -------- ---------- ---------- -------- ----------

LONG-TERM LIABILITIES
Long-term portion of
lease obligations 24,354 24,354 24,354
Deferred income taxes 1,810 1,810 1,810
---------- --------- ---------- -------- ---------- ---------- -------- ----------

Total liabilities 965,574 542,415 29,797 25,000 1,562,786 234,795 0 1,327,991
---------- --------- ---------- -------- ---------- ---------- -------- ----------

COMMITMENTS

SHAREHOLDERS' EQUITY
Common Stock 1,696 300 8,295 9,300 19,591 8,391 11,200
Preferred A 8,486 8,486 8,486
Preferred B 8,583 8,583 8,583
Additional paid-in capital 1,126,543 599,700 821,705 46,510 2,594,458 997,374 1,597,084
Retained earnings
(accumulated deficit) (176,870) (476,094) 162,548 761,483 271,067 631,967<F1><F2> 903,034
<F3><F4><F5>
Unrealized gain/(loss) on
investments (3,533) (58,483) (62,016) (62,016)
Treasury stock 0 0
---------- --------- ---------- -------- ---------- ---------- -------- ----------

Total shareholders'
equity 964,905 65,423 992,548 817,293 2,840,169 1,005,765 631,967 2,466,371
---------- --------- ---------- -------- ---------- ---------- -------- ----------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,930,479 $ 607,838 $1,022,345 $842,293 $4,402,955 $1,240,560 $631,967 $3,794,362
========== ========= ========== ======== ========== ========== ======== ==========

See notes to pro forma combined consolidated financial statements.

</TABLE>

- 14 -
<PAGE> 17

<TABLE>
UNIFIED HOLDINGS, INC.
PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
<CAPTION>

<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE
Brokerage $ 421,441 $ 82,572 $ $ $ 421,441 $ $ $ 421,441
Investment advisor fees 4,032 86,604 86,604
Fund services 284,486 284,486 27,315<F7> 0 257,171
Trustee fees 59,481 348,547 408,028 408,028
Administration fees 12,222 300 12,522 12,522
Valuation system fees 0 0
Trail commission and load fees 238,525 238,525 238,525
Retirement fees 116,044 116,044 116,044
Software and program fees 47,198 47,198 47,198
Interest income 30,976 128 1,615 950 33,669 33,669
Other 1,127 23,746 24,873 24,873
---------- -------- ------- --------- ---------- ------- ------ ----------

Gross revenue 1,142,702 82,700 74,445 373,543 1,673,390 27,315 0 1,646,075
---------- -------- ------- --------- ---------- ------- ------ ----------

COST OF SALES
Brokerage revenue charges 270,892 270,892 270,892
Trail commission revenue charges 165,003 165,003 165,003
Fund reimbursement 0 0
Sub-Advisor fees 2,416 2,416 2,416
---------- -------- ------- --------- ---------- ------- ------ ----------

Cost of sales 438,311 438,311 0 0 438,311
---------- -------- ------- --------- ---------- ------- ------ ----------

Gross Profits 704,391 82,700 74,445 373,543 1,235,079 27,315 0 1,207,764
---------- -------- ------- --------- ---------- ------- ------ ----------

EXPENSES

Employee compensation & benefits 312,397 45,403 16,760 435,969 810,529 810,529
Investment advisory fees 5,210 10,202 15,412 15,412
Administration fees 15,349 15,349 15,349
Software maintenance fees 0 0
Related party employee, supplies
and operating expenses reimbursed 0 0
Brokerage operating charges 69,957 69,957 69,957
Fund services operating charges 56,999 56,999 56,999
Market quotes 11,367 11,367 11,367
Mail and courier service 8,143 52 783 1,461 10,439 10,439
Telephone 30,484 50 933 869 32,336 32,336
Equipment rental/maintenance 19,810 19,810 19,810

<CAPTION>
See notes to pro forma combined consolidated financial statements.

- 15 -
<PAGE> 18

UNIFIED FIRST HEALTH ADJUSTMENT & ELIMINATIONS
CONSOLIDATED VAI LEXINGTON FINANCIAL COMBINED DEBIT CREDIT CONSOLIDATED
------------ -------- --------- --------- -------- ------------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Insurance 6,017 1,655 10,049 3,695 21,416 21,416
Professional fees 7,425 10,823 3,137 7,125 28,510 28,510
Occupancy 47,317 1,875 1,034 50,226 50,226
Depreciation and amortization 35,048 19,849 2,000 11,250 68,147 68,147
Office supplies 8,555 1,374 7,805 17,734 17,734
Travel and entertainment 14,068 6,238 20,306 20,306
Taxes (other than payroll) 14,035 1,367 15,402 15,402
Temporary help 13,308 13,308 13,306
Advertising and conventions 3,876 3,876 3,876
Doubtful accounts 0 0
Interest expense 1,317 3,412 4,729 4,729
All other 7,260 19,646 1,170 2,079 30,155 0 27,315<F7> 2,840
---------- -------- ------- --------- ---------- ------- ------- ----------

Total expenses 663,507 112,371 58,640 481,489 1,316,007 0 27,315 1,288,692
---------- -------- ------- --------- ---------- ------- ------- ----------

Results before gain/(loss) on
securities, and income taxes 40,884 (29,671) 15,805 (107,946) (80,928) 27,315 27,315 (80,928)

Realized gain/(loss) on securities 0 0

Unrealized gain/(loss) on securities (5,192) (2,729) (7,921) (7,921)

Equity in affiliates (14,414) (14,414) 0 14,414<F5> 0
---------- ------- ------- --------- ---------- ------- ------- ----------

Results before income taxes 21,278 (32,400) 15,805 (107,946) (103,263) 27,315 41,729 (88,849)

Income taxes 4,275 4,275 0 4,275<F8> 0
---------- -------- ------- --------- ---------- ------- ------- ----------

Net results $ 21,278 $(32,400) $11,530 $(107,946) $ (107,538) $27,315 $46,004 $ (88,849)
========== ======== ======= ========= ========== ======= ======= ==========

See notes to pro forma combined consolidated financial statements.
</TABLE>

- 16 -
<PAGE> 19
<TABLE>
UNIFIED HOLDINGS, INC.
PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
<CAPTION>

UNIFIED FIRST HEALTH ADJUSTMENT & ELIMINATIONS
CONSOLIDATED VAI LEXINGTON FINANCIAL COMBINED DEBIT CREDIT CONSOLIDATED
------------ ------ --------- --------- -------- ------------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE
Brokerage $ 485,476 $ $ $ $ 485,476 $ $ $ 485,476
Investment advisor fees 3,203 46,635 49,838 49,838
Fund services 380,814 380,814 380,814
Trustee fees 40,806 383,502 424,308 424,308
Administration fees 3,085 3,085 3,085
Valuation system fees 0 0
Trail commission and load fees 276,569 276,569 276,569
Retirement fees 3,092 3,092 3,092
Software and program fees 47,228 47,228 47,228
Interest income 11,333 17 14,890 6,516 32,756 32,756
Other 780 1,587 20,381 22,748 20,381<F7> 0 2,367
---------- ------- ------- -------- ---------- ------- ------- ----------

Gross revenue 1,208,495 46,652 60,368 410,399 1,725,914 20,381 0 1,705,533
---------- ------- ------- -------- ---------- ------- ------- ----------

COST OF SALES
Brokerage revenue charges 273,562 273,562 273,562
Trail commission revenue charges 173,167 173,167 173,167
Fund reimbursement 5,717 5,717 5,717
Sub-Advisor fees 1,922 1,922 1,922
---------- ------- ------- -------- ---------- ------- ------- ----------

Cost of sales 448,651 5,717 454,368 0 0 454,368
---------- ------- ------- -------- ---------- ------- ------- ----------

Gross Profits 759,844 40,935 60,368 410,399 1,271,546 20,381 0 1,251,165
---------- ------- ------- -------- ---------- ------- ------- ----------

EXPENSES

Employee compensation and benefits 343,242 3,335 16,500 352,831 715,908 0 20,381<F5> 695,527
Investment advisory fees 1,517 12,493 14,010 14,010
Administration fees 4,131 1,831 5,962 5,962
Software maintenance fees 0 0
Related party employee, supplies and
operating expenses reimbursed 0 0
Brokerage operating charges 92,068 92,068 92,068
Fund services operating charges 59,672 59,672 59,672
Market quotes 10,489 10,489 10,489
Mail and courier service 9,712 65 124 1,496 11,397 11,397
Telephone 24,863 941 1,173 945 27,922 27,922
Equipment rental/maintenance 43,162 1,744 44,906 44,906

<CAPTION>
See notes to pro forma combined consolidated financial statements.

- 17 -
<PAGE> 20

UNIFIED FIRST HEALTH ADJUSTMENTS & ELIMINATIONS
CONSOLIDATED VAI LEXINGTON FINANCIAL COMBINED DEBIT CREDIT CONSOLIDATED
------------ ------- --------- --------- -------- -------------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Insurance 6,617 3,413 2,653 12,683 12,683
Professional fees 8,496 12,474 3,818 777 25,565 25,565
Occupancy 50,615 1,250 328 52,193 52,193
Depreciation and amortization 35,438 13,297 2,501 4,420 55,656 55,656
Office supplies 6,954 213 6,591 13,758 13,758
Travel and entertainment 13,270 4,018 17,288 17,288
Taxes (other than payroll) 14,632 1,119 15,751 15,751
Temporary help 2,537 2,537 2,537
Advertising and conventions 5,583 5,583 5,583
Doubtful accounts 0 0
Interest expense 2,097 3,262 5,359 5,359
All other 7,735 410 1,570 7,432 17,147 17,147
-------- -------- ------- -------- ---------- ------- ------- ----------

Total expenses 731,599 46,461 35,997 391,797 1,205,854 0 20,381 1,185,473
-------- -------- ------- -------- ---------- ------- ------- ----------

Results before gain/(loss) on securities,
and income taxes 28,245 (5,526) 24,371 18,602 65,692 20,381 20,381 65,692

Realized gain/(loss) on securities 0 0

Unrealized gain/(loss) on securities (6,449) (12,303) (18,752) (18,752)

Equity in affiliates (7,869) (7,869) 0 7,869<F5> 0
-------- -------- ------- -------- ---------- ------- ------- ----------

Results before income taxes 13,927 (17,829) 24,371 18,602 39,071 20,381 28,250 46,940

Income taxes 7,500 7,500 7,500<F8> 0
-------- -------- ------- -------- ---------- ------- ------- ----------

Net results $ 13,927 $(17,829) $16,871 $ 18,602 $ 31,571 $20,381 $35,750 $ 46,940
======== ======== ======= ======== ========== ======= ======= ==========

See notes to pro forma combined consolidated financial statements.
</TABLE>

- 18 -
<PAGE> 21

<TABLE>
UNIFIED HOLDINGS, INC.
PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
<CAPTION>

UNIFIED FIRST HEALTH ADJUSTMENTS & ELMINATIONS
CONSOLIDATED VAI LEXINGTON FINANCIAL COMBINED DEBIT CREDIT CONSOLIDATED
------------ --------- --------- --------- -------- ------------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE
Brokerage $1,846,201 $ $ $ $1,846,201 $ $ $1,846,201
Investment advisor fees 17,887 248,090 1,661,841 1,927,818 1,927,818
Fund services 1,968,384 1,968,384 500,313<F7> 0 1,468,071
Trustee fees 176,825 176,825 176,825
Administration fees 12,341 66,000 78,341 66,000<F7> 0 12,341
Valuation system fees 2,000 2,000 2,000
Trail commission and load
fees 995,318 995,318 995,318
Retirement fees 246,139 246,139 246,139
Software and program fees 190,445 4,181 194,626 194,626
Interest income 66,730 64 59,561 1,966 128,321 128,321
Other (40,714) 100 163 15,525 (24,926) (24,926)
---------- --------- -------- ---------- ---------- -------- -------- ----------

Gross revenue 5,290,390 248,254 255,071 1,745,332 7,539,047 566,313 0 6,972,734
---------- --------- -------- ---------- ---------- -------- -------- ----------

COST OF SALES
Brokerage revenue charges 1,141,291 1,141,291 1,141,291
Trail commission revenue
charges 653,595 653,595 653,595
Fund reimbursement 65,560 65,560 65,560
Sub-Advisor fees 11,586 11,586 11,586
---------- --------- -------- ---------- ---------- -------- -------- ----------

Cost of sales 1,806,472 65,560 1,872,032 0 0 1,872,032
---------- --------- -------- ---------- ---------- -------- -------- ----------

Gross Profits 3,483,918 182,694 255,071 1,745,332 5,667,015 566,313 0 5,100,702
---------- --------- -------- ---------- ---------- -------- -------- ----------

EXPENSES

Employee compensation
and benefits 1,331,272 181,835 1,411,323 2,924,430 314,500<F7> 2,609,930
Investment advisory fees 0 0
Administration fees 12,341 4,250 16,591 16,591
Software maintenance fees 4,181 4,181 4,181
Related party employee,
supplies and
operating expenses
reimbursed 66,000 66,000 66,000<F7> 0
Brokerage operating charges 332,508 332,508 332,508
Investment adviser expenses 6,066 49,972 56,038 56,038
Fund services operating
charges 233,500 233,500 233,500
Market quotes 41,721 41,721 41,721
Mail and courier service 57,528 276 5,983 63,787 63,787
Telephone 66,500 2,549 4,690 3,779 77,518 77,518
Equipment rental/maintenance 105,122 3,909 2,237 111,268 111,268

<CAPTION>
See notes to pro forma combined consolidated financial statements.

- 19 -
<PAGE> 22
ADJUSTMENTS &
UNIFIED FIRST HEALTH ADJUSTMENTS & ELIMINATIONS
CONSOLIDATED VAI LEXINGTON FINANCIAL COMBINED DEBIT CREDIT CONSOLIDATED
------------ --------- --------- --------- -------- -------------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Insurance 25,535 5,501 13,652 10,612 55,300 55,300
Professional fees 55,921 92,263 15,273 3,108 166,565 166,565
Occupancy 195,869 5,000 2,782 203,651 203,651
Depreciation and amortization 167,382 53,189 10,002 17,680 248,253 248,253
Office supplies 37,175 386 497 26,365 64,423 64,423
Travel and entertainment 43,898 20,536 7,615 72,049 72,049
Taxes (other than payroll) 70,958 3,705 1,776 1,312 77,751 77,751
Temporary help 13,388 13,388 13,388
Advertising and conventions 874 13,854 14,728 14,728
Doubtful accounts 0 0 0
Interest expense 4,993 14,119 19,112 19,112
All other 28,037 186,207 2,272 22,409 238,925 185,813<F7> 53,112
---------- --------- -------- ---------- ---------- -------- -------- ----------

Total expense 2,812,181 578,329 143,987 1,567,190 5,101,687 0 566,313 4,535,374
---------- --------- -------- ---------- ---------- -------- -------- ----------

Results before gain/(loss)
on securities,
and income taxes 671,737 (395,635) 111,084 178,142 565,328 566,313 566,313 565,328

Realized gain/(loss)
on securities 25,588 (3,353) 24,096 46,331 46,331

Unrealized gain/(loss) on
securities 1,659 (55,754) (54,095) (54,095)

Equity in affiliates (151,108) (151,108) 151,108<F5> 0
---------- --------- -------- ---------- ---------- -------- -------- ----------

Results before income taxes 547,876 (454,742) 111,084 202,238 406,456 566,313 717,421 557,564

Income taxes 30,000 30,000 30,000<F8> 0
---------- --------- -------- ---------- ---------- -------- -------- ----------

Net results $ 547,876 $(454,742) $ 81,084 $ 202,238 $ 376,456 $566,313 $747,421 $ 557,564
========== ========= ======== ========== ========== ======== ======== ==========

See notes to pro forma combined consolidated financial statements.
</TABLE>

- 20 -
<PAGE> 23

<TABLE>
UNIFIED HOLDINGS, INC.
PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
<CAPTION>
UNIFIED FIRST HEALTH ADJUSTMENTS & ELIMINATIONS
CONSOLIDATED VAI LEXINGTON FINANCIAL COMBINED DEBIT CREDIT CONSOLIDATED
------------ -------- --------- --------- -------- -------------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE
Brokerage $2,363,345 $ $ $ $2,363,345 $ $ $2,363,345
Investment advisor fees 10,434 27,207 108,429 1,307,531 1,453,601 1,453,601
Fund services 1,395,782 1,395,782 199,275 0 1,196,507
Trail commission and load fees 540,950 540,950 540,950
Retirement fees 163,044 163,044 163,044
Software and program fees 213,755 213,755 213,755
Interest income 21,258 811 55,946 78,015 78,015
Other 243 16,591 16,834 16,834
---------- -------- -------- ---------- ---------- -------- -------- ----------

Gross revenue 4,708,811 28,018 164,375 1,324,122 6,225,326 199,275 0 6,025,051
---------- -------- -------- ---------- ---------- -------- -------- ----------

COST OF SALES
Brokerage revenue charges 1,244,893 1,244,893 1,244,893
Trail commission revenue
charges 130,281 130,281 130,281
Fund reimbursement 24,922 24,922 24,922
Sub-advisor fees 9,266 9,266 9,266
---------- -------- -------- ---------- ---------- -------- -------- ----------

Cost of sales 1,384,440 24,922 1,409,362 0 0 1,409,362
---------- -------- -------- ---------- ---------- -------- -------- ----------

Gross Profits 3,324,371 3,096 164,375 1,324,122 4,815,964 199,275 0 4,616,689
---------- -------- -------- ---------- ---------- -------- -------- ----------

EXPENSES

Employee compensation and
benefits 1,368,077 1,024,876 2,392,953 0 198,000 2,194,953
Brokerage operating charges 577,373 577,373 577,373
Investment advisor expenses 55,701 45,561 101,262 101,252
Administration fees 3,050 3,050 3,050
Software maintenance fees 0 0
Related party employee,
supplies and operating
expenses reimbursed 0 0
Fund services operating
charges 170,395 170,395 170,395
Market quotes 73,445 73,445 73,445
Mail and courier service 73,044 108 3,478 76,630 76,630
Telephone 152,380 199 913 2,507 155,999 155,999
Equipment rental/maintenance 151,787 151,787 151,787
Insurance 56,502 10,562 7,686 74,750 74,750
Professional fees 73,711 6,827 12,349 1,200 94,087 94,087
Occupancy 212,418 5,000 2,984 220,402 220,402
Depreciation and amortization 142,797 26,594 532 5,992 175,915 175,915

<CAPTION>
See notes to pro forma combined consolidated financial statements.

- 21 -
<PAGE> 24

UNIFIED FIRST HEALTH ADJUSTMENTS & ELIMINATIONS
CONSOLIDATED VAI LEXINGTON FINANCIAL COMBINED DEBIT CREDIT CONSOLIDATED
------------ -------- --------- --------- -------- -------------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Office supplies 41,212 36 19,435 60,683 60,683
Travel and entertainment 47,835 7,122 7,933 62,890 62,890
Taxes (other than payroll) 71,528 387 2,668 1,310 75,893 75,893
Temporary help 46,414 46,414 46,414
Advertising and promotion 3,209 281 3,490 3,490
Doubtful accounts (3,475) (3,475) (3,475)
Interest expense 7,429 5,450 12,879 12,879
All other 6,213 661 244 12,179 19,297 0 1,275 18,022
---------- -------- -------- ---------- ---------- -------- -------- ----------

Total expense 3,269,085 50,557 88,286 1,138,191 4,546,119 0 199,275 4,346,844
---------- -------- -------- ---------- ---------- -------- -------- ----------

Results before gain/(loss) on
securities, and income taxes 55,286 (47,461) 76,089 185,931 269,845 199,275 199,275 269,845

Realized gain/(loss) on securities 26 35,356 35,382 35,382

Unrealized gain/(loss) on
securities 0 0

Equity in earnings of subsidiary (1,599) (1,599) 0 1,599 0
---------- -------- -------- ---------- ---------- -------- -------- ----------

Results before income taxes 53,687 (47,435) 76,089 221,287 303,628 199,275 200,874 305,227

Income taxes 19,354 19,354 19,354 0
---------- -------- -------- ---------- ---------- -------- -------- ----------

Net results $ 53,687 $(47,435) $ 56,735 $ 221,287 $ 284,274 $199,275 $220,228 $ 305,227
========== ======== ======== ========== ========== ======== ======== ==========

See notes to pro forma combined consolidated financial statements.
</TABLE>

- 22 -
<PAGE> 25

<TABLE>
UNIFIED HOLDINGS, INC.
PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED)
<CAPTION>
UNIFIED FIRST HEALTH ADJUSTMENTS & ELIMINATIONS
CONSOLIDATED VAI LEXINGTON FINANCIAL COMBINED DEBIT CREDIT CONSOLIDATED
------------ -------- --------- --------- -------- -------------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE
Brokerage $2,905,597 $ $ $ $2,905,597 $ $ $2,905,597
Investment advisor fees 15,266 507,526 522,792 522,792
Fund services 979,155 979,155 979,155
Trail commission and load fees 605,774 605,774 605,774
Retirement fees 194,416 194,416 194,416
Software and program fees 224,386 224,386 224,386
Interest income 38,577 38,577 38,577
Other 150,721 16,552 167,273 167,273
---------- -------- ------- -------- ---------- -------- -------- ----------

Gross revenue 5,060,049 0 53,843 524,078 5,637,970 0 0 5,637,970
---------- -------- ------- -------- ---------- -------- -------- ----------

COST OF SALES
Brokerage revenue charges 1,664,496 1,664,496 1,664,496
Trail commission revenue
charges 104,437 104,437 104,437

Sub-advisor fees 0 0
---------- -------- ------- -------- ---------- -------- -------- ----------

Cost of sales 1,768,933 0 1,768,933 0 0 1,768,933
---------- -------- ------- -------- ---------- -------- -------- ----------

Gross Profit 3,291,116 0 53,843 524,078 3,869,037 0 0 3,869,037
---------- -------- ------- -------- ---------- -------- -------- ----------

EXPENSES

Employee compensation and
benefits 1,470,542 393,908 1,864,450 1,864,450
Brokerage operating charges 651,291 651,291 651,291
Investment advisor expenses 17,940 17,940 17,940
Administration fees 2,450 2,450 2,450
Fund services operating charges 114,181 114,181 114,181
Market quotes 72,444 72,444 72,444
Mail and courier service 134,340 2,064 136,404 136,404
Telephone 145,647 863 1,730 148,240 148,240
Equipment rental/maintenance 112,069 112,069 112,069
Insurance 58,580 7,943 5,759 72,282 72,282
Professional fees 38,604 3,379 800 42,783 42,783
Occupancy 170,833 5,000 2,017 177,850 177,850
Depreciation and amortization 134,069 234 9,076 143,379 143,379
Office supplies 7,577 12,106 19,683 19,683
Travel and entertainment 55,832 3,860 59,692 59,692

<CAPTION>
See notes to pro forma combined consolidated financial statements.

- 23 -
<PAGE> 26

Taxes (other than payroll) 53,745 2,612 56,357 56,357
Temporary help 0 0
Advertising 265 265 265
Doubtful accounts 5,616 5,616 5,616
Interest expense 0 0
All other 84,832 11,931 7,903 104,666 104,666
---------- -------- ------- -------- ---------- -------- -------- ----------

Total expense 3,302,625 0 37,192 462,225 3,802,042 0 0 3,802,042
---------- -------- ------- -------- ---------- -------- -------- ----------

Results before gain/(loss) on
securities, and income taxes (11,509) 0 16,651 61,853 66,995 0 0 66,995

Realized gain/(loss) on securities 81 81 81

Unrealized gain/(loss) on
securities 0 0

Equity in affiliates 0 0
---------- -------- ------- -------- ---------- -------- -------- ----------

Results before income taxes (11,509) 0 16,651 61,934 67,076 0 0 67,076

Income taxes 3,452 3,452 0 3,452 0
---------- -------- ------- -------- ---------- -------- -------- ----------

Net results $ (11,509) $ 0 $13,199 $ 61,934 $ 63,624 $ 0 $ 3,452 $ 67,076
========== ======== ======= ======== ========== ======== ======== ==========

See notes to pro forma combined consolidated financial statements.

</TABLE>

- 24 -
<PAGE> 27

UNIFIED HOLDINGS, INC.
NOTES TO PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(1) Represents the Company's historical consolidated financial statements.

(2) Acquisition of VAI with 120,000 shares of Common Stock, based upon an
exchange ratio of 1.2 shares of Common Stock for each outstanding
share of VAI common stock. The acquisition of VAI will be
accounted for as a pooling-of-interests.

(3) Acquisition of First Lexington with 320,000 shares of Common Stock,
based upon an exchange ratio of 38.5775 shares of Common Stock for
each outstanding share of First Lexington common stock. The
acquisition of First Lexington will be accounted for as a
pooling-of-interests.

(4) Acquisition of Health Financial with 80,000 shares of Common Stock,
based upon an exchange ratio of 9.644 shares of Common Stock for
each outstanding share of Health Financial common stock. The
acquisition of Health Financial will be accounted for as a
pooling-of-interests.

(5) Elimination of the Company's investment and equity in earnings of VAI.

(6) Elimination of intercompany receivables and payables in consolidation.

(7) Elimination of intercompany revenue and expense in consolidation.

(8) Elimination of income tax effect which is offset by net operating loss
carry-forward from the Company.

- 25 -
<PAGE> 28

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------

The following presents management's discussion and analysis of
the Company's consolidated financial condition and results of operations as
of the dates and for the periods indicated. This discussion should be read
in conjunction with the other information set forth in this registration
statement, including the Company's audited consolidated financial statements
and the accompanying notes thereto.

OVERVIEW

The Company's business consists, primarily, of mutual fund
management, mutual fund administrative services and brokerage operations,
which are conducted through the Company's wholly owned subsidiaries, UAI and
UMC.

UAI is a complete mutual fund financial services company
specializing in the development, support, maintenance, shareholder
servicing, management and investment advisory of mutual funds. UAI was
formed in 1990 as a sister company to UMC in a strategic move to separate and
segregate the brokerage services employees (and brokerage account activities)
from the mutual fund services employees (and mutual fund account
activities).

UAI is highly automated and is registered with the SEC as a
transfer agent and registered stock transfer agent. UAI has total
back-office mutual fund service capabilities and presently provides transfer
agency, fund accounting, administrative and/or compliance services for nine
different third-party, unaffiliated mutual fund families consisting of
nearly $3 billion in mutual fund assets, approximately 50 different
portfolios and 125,000 different shareholders. Additionally, as a registered
investment adviser, UAI has $135 million of assets under management, all of
which are invested in mutual funds, with approximately $60 million of its
$135 million invested in the Vintage Funds.

UMC is a regional discount brokerage firm with a unique link to
mutual fund assets via its brokerage account services. A licensed NASD
broker-dealer since 1976, UMC specializes in mutual fund distribution and
shareholder servicing liaison providing such services as: mutual fund
distribution, distribution services and support; mutual fund conversion
support for requirements; mutual fund trades; IRA custodial services; 12b-1
maintenance, accounting and marketing support; securities (stock and bond)
brokerage; brokerage clearing and execution services; consolidated brokerage
statement processing; mutual fund and brokerage software development; asset
allocation and performance measurement services and statement processing;
and retirement account record keeping.

The Company expects a continuation in reductions in annual gross
revenues from its brokerage services business, but expects long-term
increases in UMC's revenues based upon the Company's new business strategies
for brokerage, including asset allocation and wrap products and programs,
coupled with an increased selling effort and expansion of its introduced
clearing customer base. The Company expects that any reductions in brokerage
services revenues will be offset by anticipated increases in mutual fund
services revenues, although there can be no assurances that the Company will
be able to accomplish such increases or that the Company will not experience
or be able to prevent unexpected reductions in its revenues or unexpected
increases in its expenses.

The Company's business strategy over the next twelve months
includes: continuing and expanding its mutual fund services and brokerage
services contracts and relationships; and increasing its assets under
management through its typical relationships, marketing, resources and
activities. In addition to its core brokerage and mutual fund services
businesses, the Company expects to implement: (i) a stock-

- 26 -
<PAGE> 29

for-stock acquisition program in which the Company intends to acquire a trust
company and a registered investment adviser (see "Recent Developments"), and
(ii) an aggressive tax-free reorganization program with small mutual fund
families to increase assets under management in the Company's affiliated
mutual funds, the Vintage Funds.

COMPARISON OF RESULTS FOR CALENDAR YEARS ENDED DECEMBER 31, 1996 AND 1995

The Company's gross revenues increased by $581,579 to $5,290,390
in 1996 from $4,708,811 in 1995. This improvement in gross revenues
resulted from a significant increase in mutual fund administrative services
revenues. This increase was somewhat offset by a $422,032 cost of sales
increase to $1,806,472 in 1996 from $1,384,440 in 1995. This cost of sales
increase was predominantly due to increased trailing commission expenses at
the brokerage subsidiary level and was partially attributable to the
Company's assistance in the formation of and growth in its affiliated mutual
fund family, the Vintage Funds. Mutual fund services and brokerage services
margins both increased with higher volumes.

Gross profit increased by $159,546 over the prior year to
$3,483,918 in 1996 from $3,324,372 in 1995 directly related to higher
volumes in the mutual fund administrative services business; however,
overall percentage of gross profit to total revenue decreased to 65.85% in
1996 from 70.59% in 1995 due to a higher cost of sales.

Operating expenses decreased by $414,905 (12.7%) over the prior
year to $2,812,181 from $3,269,086, primarily due to reduced expenses
reflecting lower operating costs related to communications and improved
productivity of the Company's employees.

Total net income from operations increased by $671,737 (1,150%)
in 1996, compared to $55,286 for the prior year, principally due to the
increase in mutual fund administrative services revenues and lower operating
expenses.

1996 consolidated net income increased $494,189 to $547,876
compared to $53,687 for the prior year. Consolidated net income
calculations include a charge for losses incurred at an affiliate of
$151,108 and $1,599 for 1996 and 1995, respectively.

Administrative salaries, employee compensation and benefits
decreased slightly in 1996 to $1,331,372 from $1,368,077.

The Company does not have any pending litigation of a material
nature and is not aware of any potential litigation or claims in the future.
The Company's legal expenses decreased slightly over the prior year, but the
Company expects a slight increase in professional fees in 1997 based upon
legal work related to this registration statement and pending acquisitions,
as well as anticipated public reporting requirements.

Capital expenditures for 1997 include the purchase of computer
equipment and software to further support the Company's mutual fund and
brokerage services businesses. Such expenditures are not expected to exceed
$180,000, and the Company currently can provide its own source of funds or
lending to sufficiently absorb such expenditures so as to not endanger the
liquidity or financial condition of the Company.

The Company does not expect to need to raise additional capital
to satisfy its cash requirements but will attempt to raise working capital
to expand its business and products and to retire

- 27 -
<PAGE> 30

its Preferred Stock. Except with respect to the proposed acquisitions of
Health Financial, First Lexington and VAI, there are no expected purchases or
sales of plant or significant equipment during the next twelve months, and
the Company does not expect, anticipate or have any plans for any significant
changes in its number of employees.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity historically have been
and continues to be cash flow from operating activities and available
borrowing capacity for capitalized leases. At December 31, 1996, the
Company reported working capital of $244,087, or a working capital ratio of
1.26 to 1.

Significant portions of the Company's computer and communication
equipment and software are purchased through capitalized leases. The
Company expects to be able to repay its borrowings for such capitalized
leases over the respective lease periods.

Historically, cash expended in investing activities has supported
the Company's affiliated mutual funds and brokerage services business
through investments in VAI, of which the Company owns 10% of the outstanding
capital stock, and the Vintage Funds, the Company's affiliated mutual fund
family. There can be no assurances that such investments in the future will
continue to produce positive effects on the Company's liquidity or working
capital, and, such investments, or unexpected increases in capitalized
leases, could have a negative affect on the Company's liquidity or working
capital.

SENSITIVITY TO CHANGES IN MARKET CONDITIONS

The Company's revenues, like those of other firms in the asset
management, fund management, fund services and mutual fund brokerage
industries, are directly related to fluctuations in assets and price levels
of funds under management. A significant portion of the Company's earnings
are generated from fees based on the average daily market value of the
assets the Company administers for its clients. A rapid change in interest
rates or a sudden decline in the bond markets, among other factors, could
influence an investor's decision whether to invest or maintain an investment
in a bond based mutual fund. As a result, fluctuations may occur in assets
that the Company has under service or management due to changes in interest
rates and other investment considerations. A significant investor trend
seeking alternatives to mutual fund investments and/or to assets under
management could have a negative impact on the Company's revenues by
reducing the assets it manages, services and administers. Additionally,
from time to time, the Company has waived, and in the future for competitive
reasons, may waive certain fees normally charged to mutual funds to which it
provides services.

ECONOMIC BUSINESS RISKS OUTSIDE THE COMPANY'S CONTROL

The Company's asset management, mutual fund services, mutual fund
management and broker-dealer businesses are subject to various risks and
contingencies, many of which are beyond the ability of the Company to
control. These risks include economic conditions generally and in particular
those affecting bond and securities markets, interest rates, discretionary
income available for investment, customer inability to meet payment or
delivery commitments, customer fraud and employee misconduct and error.

- 28 -
<PAGE> 31

ITEM 3. DESCRIPTION OF PROPERTY
-----------------------

The Company, through its subsidiary, UMC, leases its corporate
headquarters and administrative office facilities located at 429 North
Pennsylvania Street, Indianapolis, Indiana, approximately 11,086 square
feet, and has operating leases expiring in 2001 for such corporate office
facilities and equipment. The Company's current administrative offices are
considered adequate to serve the Company's foreseeable needs. Other than
the administrative offices lease and the equipment and capital leases listed
herein, the Company has no other significant property holdings.

Lease obligations are allocated between the Company and its two
subsidiaries based upon estimated usage. The leases include clauses for
adjustment of operating costs and real estate taxes that are not reflected
as part of the minimum obligations. The aggregate minimum rental commitments
required under operating leases and noncancelable subleases for office space
and equipment at December 31, 1996 were as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 LEASE COMMITMENTS
---------------------- -----------------
<S> <C>
1997 $204,831
1998 198,987
1999 187,026
2000 167,280
Thereafter 111,520
--------
Total $869,644
========
</TABLE>

The Company's capitalized lease obligations are payable over a
36-month period. The following is a summary of future minimum lease
payments under capitalized lease obligations as of December 31, 1996:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31 AMOUNT
----------------------- ------
<S> <C>
1997 $43,292
1998 25,605
1999 10,077
---- -------
Total 78,974

Less amount
representing interest 7,628
-------

Net present value $71,346
=======
</TABLE>

The Company also acquired equipment through a capital lease
obligation in the amount of $35,063 during 1996 and $80,218 during 1995.

The Company, as of December 31, 1996, had equipment and
furniture, net, of $218,838, and capitalized leased equipment, net, of
$99,876, totaling $318,714 in equipment and furniture. The $318,714 was
comprised of: major computer equipment, $240,858; minor computer equipment,
$29,537; major operation equipment $3,100; major telecommunications
equipment, $41,401; and office furniture and fixtures, $3,818.

As of December 31, 1996, the net value of the equipment and
furniture for financial accounting was $475,992. The current value of these
assets was based upon two accounting methods. The first method was to obtain
current values from suppliers from the major assets owned, which calculated
to the $318,714 figure (net equipment, furniture and capitalized leased
equipment).

- 29 -
<PAGE> 32

The second method was to determine the potential stream of income
over the estimated economic life (7 years) of the assets. The revenue in
billing was estimated to be 110 percent of cost including depreciation. The
resulting annual revenue attributable to the use of equipment was projected
to be $180,000. The costs of maintenance, use insurance and property taxes
were estimated annually at $54,000. This net cash flow was discounted at
15% recognizing a higher risk to arrive at a current value of $395,864
(gross equipment, furniture and capitalized leased equipment). Since the
value is minimally different than the financial value, no tax cost has been
considered. The percentage of gross annual rentals represented by such
leases is:

<TABLE>
<S> <C>
1997 81.67%
1998 84.07
1999 89.44
2000 100.00
Thereafter 100.00
</TABLE>

For purposes of depreciation, the federal tax basis, rate, method
and life claimed with respect to such properties is set forth as follows:

Book Depreciation: With the exception of the 1989
computer equipment, which is depreciated on the sum-year-digits
method, the properties are depreciated on a 3-10 year straight-line
method, with a 5-year life for minor equipment and a 10-year life
for major equipment.

Tax Depreciation: For assets purchased prior to 1992,
depreciation is calculated by double declining balance with five to
seven year lives. Purchases after 1991 are depreciated on a
straight-line method with 3-10 year lives, following regulations of
the Internal Revenue Service.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------

The following table sets forth certain information with respect
to the beneficial ownership of the outstanding Common Stock and Class B
Preferred Stock: (i) by each person who is known by the Company to own
beneficially more than five percent of the Common Stock and/or Class B
Preferred Stock; (ii) by each of the Company's directors and executive
officers; and (iii) by all current directors and executive officers as a
group. No director or executive officer owns any shares of Class A Preferred
Stock.

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
OF COMMON STOCK PERCENT OF PREFERRED STOCK PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED <F1> OF CLASS BENEFICIALLY OWNED OF CLASS
- ------------------------ ----------------------- -------- ------------------ --------
<S> <C> <C> <C> <C>
Timothy L. Ashburn 560,868<F2> 93.5% 5,204<F3> 60.6%
Jack R. Orben -- -- 188 2.2
Weaver H. Gaines -- -- 50 <F4>
Thomas G. Napurano -- -- 943 11.0
Lynn E. Wood 39,132<F5> 6.5 377 4.4
All directors and executive
officers (6 persons) 600,000 100.0 6,762 78.8

<FN>
- ------------------------------------------

<F1> Unless otherwise indicated, no person has voting and investment powers
over such shares, subject to community property laws, other than
Timothy L. Ashburn, as the trustee for the M.E.R.P. and the Stock
Option Plan, respectively.

- 30 -
<PAGE> 33

Mr. Ashburn votes the shares for such plans solely at the direction of
the respective plan committees and the Board. Absent such direction,
the trustee may not vote. Lynn Wood is the trustee for the 401(k) Plan
and votes the shares for such plan. There are no holders of the Common
Stock, other than the three plans.

<F2> Includes 460,574 and 100,294 shares of Common Stock held by the
M.E.R.P. and the Stock Option Plan, respectively, of which
Mr. Ashburn, as the trustee, has sole voting power. Of the 460,574
shares of Common Stock issued in the name of the M.E.R.P., options
to acquire 52,476, 18,000, 18,000, 49,744, 53,076 and 218,748 shares
have been granted to Messrs. Ashburn, Orben, Gaines, Napurano and
Wood and all directors and executive officers as a group,
respectively. Of the 100,294 shares of Common Stock issued in the
name of the Stock Option Plan, 23,000, 5,000, 5,000, 23,000, 23,000
and 100,294 shares have been granted to Messrs. Ashburn, Orben,
Gaines, Napurano and Wood and all directors and executive officers
as a group, respectively.

<F3> Includes 300 shares owned by Mr. Ashburn's IRA.

<F4> Less than one percent.

<F5> Such shares are issued in the name of the 401(k) Plan, of which
Mr. Wood, as the trustee, has sole voting power. Of the 39,132
shares of Common Stock issued in the name of the 401(k) Plan,
3420.278, 4,039.822, 3,407.104 and 13,197.746 shares are held for
the benefit of Messrs. Ashburn, Napurano and Wood and all
directors, and executive officers as a group, respectively.
</TABLE>

THE MANAGEMENT AND EMPLOYEE RETENTION PLAN (M.E.R.P.)

As of February 7, 1995, the Company established the M.E.R.P. to:
(a) retain officers and employees of the Company, and/or its subsidiaries,
with experience and ability in key positions, by providing such key
employees with a proprietary interest in the Company as compensation for
their contributions to the Company and as an incentive to continue to make
such contributions in the future through the issuance of plan share awards
("Awards") in the form of grants ("Grants"); (b) promote the interests of
the Company and its stockholders by affording an incentive to certain key
employees to remain in the employ of the Company and in attracting,
maintaining and developing capable personnel of a caliber required to ensure
the continued success of the Company by means of an offer to such persons of
an opportunity to acquire or increase their proprietary interest in the
Company through the Awards by the granting of options to purchase the
Company's stock pursuant to the terms of the M.E.R.P. by means of Stock
Option Agreements as the stock incentive portion of the Plan ("Options"); and
(c) to compensate directors for their contributions to the Company and to
provide an incentive for their continued contributions as Directors in the
future by means of the Awards and Options.

The Plan is administered by a committee (the "Committee"),
appointed by the Board, and whose membership is determined and reviewed from
time to time by the Board. The Committee must consist of three members of
the Board, and at least one of the three members of the Committee must not
be an officer or employee of the Company, and/or of its subsidiaries, but
may, however, own Common Stock and/or Preferred Stock. The Committee has
the full power and authority to construe, interpret and administer the
M.E.R.P. and may adopt such rules, procedures, guidelines and regulations for
carrying out the M.E.R.P. as it may deem proper, appropriate and in the best
interests of the Company and in keeping with the objectives of the M.E.R.P.
for the conduct of its affairs. This power includes: (a) establishing all
Award terms and conditions and adopting modifications, amendments, forms and
procedures as may be necessary to comply with provisions of any applicable
regulatory rulings; (b) selecting the employees to whom Awards shall be
granted; (c) determining the number of shares of Common Stock subject to each
Award; (d) determining the time or times when Awards will be granted;
(e) fixing such other provisions of the Awards as it may deem necessary or
desirable consistent with the terms of the M.E.R.P.; and (f) determining all
other questions relating to the administration of the M.E.R.P. The
interpretation and construction by the Committee of any provisions of the
M.E.R.P., including the administering of the M.E.R.P., and any Awards
granted under the M.E.R.P. are final, conclusive and binding upon all
persons,

- 31 -
<PAGE> 34

and the officers of the Company shall place into effect and cause the Company
to perform its obligations under the M.E.R.P. in accordance with the
Committee's determinations in administering the M.E.R.P. The M.E.R.P. and all
amendments to the M.E.R.P. have been approved by the stockholders of the
M.E.R.P.

The M.E.R.P., prior to the February 6, 1997 two for one stock
split, was initially funded with 240,000 shares of Common Stock, and has the
right to utilize up to 80% of the Company's capital stock into the M.E.R.P.
for Awards. As of this date, after the affects of the two for one stock
split, 460,574 shares are funded into the M.E.R.P. of the Company's 600,000
total outstanding shares of Common Stock.

Only employees and directors of the Company are eligible to
participate in the M.E.R.P. To date, every employee and director has
received Awards, and the M.E.R.P. is deemed to be "broad based" in that it
is not reserved for executives but reaches every level of the Company's
employee base. Awards are granted based upon eligibility criteria that were
initially established by the employees in conjunction with management and
the Board. Employees and directors must have at least two years of
continuous service or five years of cumulative service in order to be able to
exercise Options or vest grants. All eligible Award recipients commence
vesting on January 1, 2000. Vesting may be accelerated under any of the
following events and circumstances: (a) a change in control as defined under
the M.E.R.P.; (b) registration of the Company's shares; or (c) termination
of the M.E.R.P. In order for an employee or director to receive shares
under the Awards pursuant to the M.E.R.P., the employee or director must be
an employee at the time of vesting or a member of the Board at the time of
vesting. Employees who are terminated or leave the Company's employ or
directors who are not reelected to the Board at the time of the vesting are
not entitled to the shares and the shares are reallocated for distribution
according to the M.E.R.P. Directors receive 500 shares of per year. All
directors have served continuously since the inception of the M.E.R.P.

There are no voting rights for Award recipients under the
M.E.R.P. until the recipient is the beneficial owner of the shares, after
vesting. There are adjustments for capital provisions in the M.E.R.P.
There will be no dividends paid into the M.E.R.P. until the Preferred Stock
has been redeemed, and, to date, only Options (and not Grants) have been
granted each at a fair market value of $0.1314 per share. The Trustee for
the M.E.R.P. is Timothy L. Ashburn, the Company's Chairman and Chief
Executive Officer. Mr. Ashburn votes the shares of the M.E.R.P. at the
direction of the Board and the Committee and, absent such direction, may not
vote on behalf of the M.E.R.P. The M.E.R.P. will terminate upon the
registration of the Company's shares, pursuant to a Form 10 filing in favor
of a similar M.E.R.P. that will provide for no more than 20% of the
outstanding capital stock of the Company to be utilized by the M.E.R.P.

Any Stock Option Agreement granted under the M.E.R.P. shall not
be exercisable until the optionee has had cumulative employment (or
directorship) of at least five (5) years or continuous employment (or
directorship) with the Company for a period of at least two (2) years after
the date such Stock Option Agreement is granted and any and all options must
be exercised, if at all, within ten (10) years after the date such Stock
Option Agreement is granted. Pursuant to the M.E.R.P., each year directors
receive an option to acquire 3,000 shares of Common Stock, subject to the
same terms and conditions as those granted to employees of the Company.

Notwithstanding the foregoing, should an optionee's employment
with the Company, or tenure as a director, terminate due to the death of the
optionee, all options shall immediately become fully vested provided the
optionee has had continuous service with the Company for two (2) years, and
the optionee's successor in interest shall have sixty (60) days after the
optionee's date of death to exercise

- 32 -
<PAGE> 35

such option; provided, however, that such option must be exercised within ten
(10) years after the date such option is granted in accordance with the terms
hereof. Any such exercisable option is hereinafter referred to as a Vested
Option. All other options held on the date of termination shall expire
automatically as of the date of termination.

Except as otherwise provided herein, no option granted under the
M.E.R.P. may be exercised unless the optionee is at the time of such
exercise an employee (or director) of the Company or its subsidiaries.

The M.E.R.P. shall remain in effect until the earlier of:
(1) twenty-one (21) years from the Effective Date; (2) termination by the
Board; or (3) the distribution to recipients and beneficiaries of all assets
of the Trust. If the M.E.R.P. is terminated by the Board, no Awards may be
issued after the effective date of such termination but, subject to the
preceding sentence, previously issued Awards shall remain outstanding in
accordance with their applicable terms and conditions and the terms and
conditions of the M.E.R.P.

Notwithstanding the foregoing, no options shall be granted under
the M.E.R.P. after the effective date of termination, but any Stock Option
Agreements granted prior thereto may be exercised in accordance with their
terms. The M.E.R.P. and all Awards granted pursuant to it are subject to all
laws, approvals, requirements and regulations of any governmental authority
that may be applicable thereto and, notwithstanding any provisions of the
M.E.R.P. or its Awards, the holder of a Stock Option Agreement shall not be
entitled to exercise the option nor shall the Company be obligated to issue
any shares to the holder if such exercise or issuance would violate any of
the provisions of the M.E.R.P.

THE RESTRICTED STOCK OPTION PLAN

Effective July 22, 1996, the Company adopted the Stock Option
Plan to: promote the interests of the Company by affording an incentive to
certain key members of the Board and certain key employees of the Company
and its subsidiaries; encourage key employees to remain in the employ of the
Company and its subsidiaries and to use their best efforts in its behalf;
encourage key members of the Board to remain as directors and to continue to
use their best efforts in the Company's behalf; further aid the Company and
its subsidiaries by means of an offer to such persons of an opportunity to
acquire or increase their proprietary interest in the Company through the
granting of options to purchase the Company's stock pursuant to the terms
and conditions of the Stock Option Plan. The Stock Option Plan is
administered and interpreted by a committee (the "Stock Option Plan
Committee"), appointed by the Board, and whose membership is determined and
reviewed from time to time by the Board. The Stock Option Plan Committee
consists of not less than three (3) members of the Board and at least one of
the three members of the Stock Option Plan Committee cannot be an officer or
employee of the Company and/or its subsidiaries. Stock Option Plan
Committee members may own Common and/or Preferred Stock of the Company.

The Stock Option Plan Committee has any and all power and
authority (including discretion with respect to that power and authority)
which is necessary, properly advisable, desirable or convenient to enable it
to carry out its duties under the Stock Option Plan. Subject to the express
provisions and limitations of the Stock Option Plan, the Stock Option Plan
Committee has full power and authority to construe, interpret and administer
the Stock Option Plan and may from time to time adopt such rules,
procedures, guidelines and regulations for carrying out the Stock Option Plan
as it may deem proper, appropriate and in the best interests of the Company
and in keeping with the objectives of the Stock Option Plan for the conduct
of its affairs. This power includes, but is not limited to, establishing
all terms and conditions of any options granted and adopting modifications,
amendments, forms and

- 33 -
<PAGE> 36

procedures as may be necessary to comply with provisions of any applicable
regulatory rulings. The Stock Option Plan Committee may delegate part or all
of its administrative authority granted under the Stock Option Plan to one or
more of its members, as the members by unanimous consent deem appropriate.
Subject to the terms, provisions and conditions of the Stock Option Plan, the
Stock Option Plan Committee has exclusive jurisdiction: (i) to select the
employees to whom options shall be granted; (ii) to determine the number of
shares of Common Stock subject to each option; (iii) to determine the time or
times when options will be granted; (iv) to fix such other provisions of the
option agreement as it may deem necessary or desirable consistent with the
terms of the Stock Option Plan; and (v) to determine all other questions
relating to the administration of the Stock Option Plan. The interpretation
and construction by the Stock Option Plan Committee of any provisions of the
Stock Option Plan (including the administration of the Stock Option Plan
and/or any stock options granted thereunder is final, conclusive and binding
upon all persons, and the officers of the Company shall place into effect and
shall cause the Company to perform its obligations under the Stock Option
Plan in accordance with the determinations of the Stock Option Plan Committee
in administering the Stock Option Plan.

Key employees and directors of the Company are eligible to
receive options under the Stock Option Plan. That an employee has been
granted an option under this Stock Option Plan shall not in any way affect
or qualify the right of the Company to terminate his employment at any time,
subject to the terms and conditions of any employment agreement that may
then be in effect. Nothing contained in the Stock Option Plan is construed
to limit the right of the Company to grant options otherwise than under the
Stock Option Plan for any proper and lawful corporate purpose, including but
not limited to options granted to key employees. Key employees to whom
options may be granted under the Stock Option Plan will be those elected by
the Stock Option Plan Committee from time to time who, in the sole
discretion of the Stock Option Plan Committee, have contributed in the past
or who may be expected to contribute materially in the future to the
successful performance of the Company.

That a director has been granted an option under the Stock Option
Plan shall not in any way affect or qualify the right of the Company's
stockholders, pursuant to its by-laws, to terminate a director's position on
the Board, nor is it to be construed as any implied or suggested term of
directorship, as such term is solely the decision of the stockholders of the
Company.

Unless otherwise modified by the Committee in the individual
stock option agreement, any options granted under the Stock Option Plan
shall not be exercisable until: (a) the optionee has had cumulative
employment (or directorship) of at least five (5) years; or (b) the optionee
has had continuous employment (or directorship) with the Company for a
period of at least two (2) years after the date such stock option is
granted. Any and all options must be exercised, if at all, within ten (10)
years after the date such option is granted.

Except as otherwise provided herein, no option granted under the
Stock Option Plan may be exercised unless the optionee is at the time of
such exercise an employee (or director) of the Company or its subsidiaries.

Should an optionee's employment with the Company, or tenure as a
director, terminate due to the death or disability of the optionee, all
options shall immediately become fully vested provided the optionee has had
continuous service with the Company for two (2) years, and the optionee's
successor in interest shall have sixty (60) days after the optionee's date
of termination to exercise such option (provided, however, that such option
must be exercised within ten (10) years after the date such option is
granted) in accordance with the terms hereof. Any such exercisable option is
hereinafter referred to as a "Vested Option."

- 34 -
<PAGE> 37

The aggregate number of shares available for distribution
pursuant to the Stock Option Plan and the number of shares to which any
options granted thereunder shall be proportionately adjusted for any
increase or decrease in the total number of outstanding shares of Common
Stock issued subsequent to the effective date of the Stock Option Plan
resulting from any split, subdivision or consolidation of shares or other
capital adjustment, or other increase or decrease in such shares effected
without receipt or payment of consideration by the Company.

In the event of a capital adjustment in the Common Stock
resulting from a stock dividend, stock split, reorganization, merger,
consolidation or a combination or exchange of shares, the number of shares
of Common Stock subject to this Stock Option Plan and the number of Shares
affected by the options granted thereunder shall be automatically adjusted
to take into account such capital adjustment. By virtue of such a capital
adjustment, the price of any share of Common Stock under a Stock Option
Agreement shall be adjusted so that there will be no charge in the aggregate
purchase price payable upon exercise of any such Option.

In the event the Company merges or consolidates with another
entity, or all or a substantial portion of the Company's assets or
outstanding capital stock are acquired (whether by merger, purchase or
otherwise) by another entity (such other entry being the "Successor"), the
kind of shares that shall be subject to the Stock Option Plan and to each
outstanding Stock Option Agreement shall, automatically by virtue of such
merger, consolidation or acquisition, be converted into and replaced by
shares of common stock or such other class of securities having rights and
preferences no less favorable than the Shares of the Successor, and the
number of Shares subject to any Options and the purchase price per share
upon exercise of the Option shall be correspondingly adjusted, so that, by
virtue of such merger, consolidation or acquisition, each optionee shall
have the right to purchase (a) that number of shares of common stock of the
Successor that have a book value equal, as of the date of such merger,
conversion or acquisition, to the book value, as of the date of such merger,
conversion or acquisition, of the Shares theretofore subject to the
optionee's option, (b) for a purchase price that, when multiplied by the
number of shares of common stock of the Successor subjected to the option,
shall equal the aggregate exercise price at which the optionee could have
acquired all of the Shares theretofore optioned to the optionee.

The granting of an option pursuant to the Stock Option Plan shall
not affect in any way the right and power of the Company to make
adjustments, reorganizations, reclassifications or changes of its capital or
business structure or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.

Timothy L. Ashburn has been appointed by the Board to be the
trustee for the Stock Option Plan. The Stock Option Plan Committee consists
of Timothy L. Ashburn, Weaver H. Gaines and Jack R. Orben. The Trustee of
the Stock Option Plan votes the shares on behalf of the Stock Option Plan
participants pursuant to and only at the direction of the Stock Option Plan
Committee and the Board. Absent such direction, the Trustee may not vote the
shares on behalf of the Stock Option Plan participants.

After the affects of the February 6, 1997 two for one stock
split, the Stock Option Plan has granted options totaling 100,294 of shares
of Common Stock, representing 16.72% of the Company's outstanding shares.
The 100,294 shares of granted Options are held as follows: Timothy L.
Ashburn, Thomas G. Napurano and Lynn E. Wood, 23,000 shares each,
respectively, David A. Bogaert 21,294 shares and Weaver H. Gaines and Jack
R. Orben 5,000 shares each.

- 35 -
<PAGE> 38

THE UNIFIED REGIONAL PROTOTYPE 401(K) AND PROFIT SHARING PLAN

The Company provides a defined contribution retirement plan that
covers substantially all employees of the Company and its subsidiaries.
Contributions to the 401(k) Plan are determined by the Board. During 1996
and 1995, a consolidated expense of $14,356 and $16,392, respectively, was
provided in anticipation of contributions to be paid in 1996 and 1995,
respectively. In 1996, the Company amended the 401(k) Plan to include
matching for funds contributed into the Vintage Funds or Series B Preferred
Stock. The Company will match the employee's contribution up to fifty
percent of the first six percent of the employee's before-tax contribution.

After the affects of the February 6, 1997 two for one stock
split, the 401(k) Plan presently holds 39,132 shares of Common Stock,
representing 6.52% of the outstanding shares.

The Board has appointed Lynn E. Wood to be the 401(k) Plan's
Trustee and Mr. Wood votes the shares on behalf of the 401(k) Plan
participants.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
------------------------------------------------------------

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth various information with respect
to the Company's executive officers and members of the Board, including the
names and ages of all executive officers and directors of the Company, all
positions and offices with the Company held by each such person and each
person's term of office as a director.

TIMOTHY L. ASHBURN: (Age 46) Chairman since 1989; Chief
Executive Officer 1989-1992 and 1994-present; 401(k) Plan Committee since
1994; M.E.R.P. Committee since 1994; Stock Option Plan Committee since 1995;
Trustee for M.E.R.P. and Stock Option Plan since 1994; executive committee
member since 1989; operating committee member since 1989. Mr. Ashburn was
employed by the Vine Street Trust Company, Lexington, Kentucky, a wholly
owned subsidiary of Cardinal Bancshares, a Kentucky bank holding company for
the two-year period from April 1992 through March 1994, and was responsible
for the operations of the bank's trust department and for investment
management. Mr. Ashburn has been Chairman of the Board and Chief Executive
Officer of VAI since December of 1994 and is Chairman of the Board of
Trustees, President and Chief Executive Officer of the Vintage Funds. He
also is a portfolio manager for the Vintage Funds' Asset Allocation
portfolio. Mr. Ashburn is on the Plan Committees for the VAI Management
Retention Plan and Non-Qualified Restricted Stock Option Plan and votes all
of the shares within those plans subject to direction from the Plan Committee
and the Board. He may not vote any plan shares without direction from the
Plan Committee.

JACK R. ORBEN: (Age 58) Director since 1989; Plan Committee
Member for 401(k) Plan, M.E.R.P. and Stock Option Plan since inception of
each such Plan. He also serves on the Plan Committees for the VAI
Management and Employee Region Plan and Non-Qualified Restricted Stock
Option Plan. Mr. Orben has been the Chairman and an executive officer of
Fiduciary Counsel, an investment counsel firm, located at 40 Wall Street,
New York, New York since 1979. Fiduciary Counsel is a sub-advisor for
several portfolios of the Company's affiliated mutual funds, the Vintage
Funds. Mr. Orben is also Chairman and an executive officer of AFS Group, a
53% owner of Fiduciary Counsel, which owns 100% of Starwood Company, an
investment counsel firm. Starwood is a sub-adviser for the Starwood
Strategic portfolio of the Company's affiliated mutual funds, the Vintage
Funds. Mr. Orben

- 36 -
<PAGE> 39

is a director of VAI and chairs its investment committee and is on the Board
of Trustees and is a member of the executive committee for the Vintage Funds.

WEAVER H. GAINES: (Age 53) Director 1990-1992, 1993-present;
Plan Committee Member for 401(k) Plan, M.E.R.P. and Stock Option Plan since
inception of Plans. He also serves on the Plan Committee for the VAI
Management and Employee Retention Plan and Non-Qualified Restricted Stock
Option Plan. Since 1993, Mr. Gaines has been Chairman and Chief Executive
Officer for Ixion Biotechnology, Inc., founding and managing the
development-stage biotechnology company. From 1985 until 1992, Mr. Gaines
was Executive Vice President and General Counsel for the Mutual Life
Insurance Company of New York Life (MONY) and a member of its executive
committee and management of MONY's investment services subsidiaries. In
1988 and 1989, Mr. Gaines was president of UMC, then a wholly owned
subsidiary of MONY. Mr. Gaines has been a director of Voyeta Technologies,
Inc. from 1996, AquaGene, Inc. from 1997 and the University of Florida
Biotechnology Advisory Board from 1994.

THOMAS G. NAPURANO: (Age 55) Director since 1989; Chief
Financial Officer since 1989; Executive Vice President since 1989; executive
committee member since 1989; operating committee member since 1989, office
of the President 1992. Mr. Napurano is also a director and the chief
financial officer for VAI and is the treasurer for the Vintage Funds.

LYNN E. WOOD: (Age 50) Director since 1992; President and
Chief Operating Officer since 1993; Trustee for 401(k) Plan; executive
committee member since 1992; operating committee member since 1992.
Mr. Wood also is a director and the president and chief operating officer for
VAI and is the assistant secretary to the Vintage Funds. Mr. Wood is the
portfolio manager of the Vintage Funds' Aggressive Growth portfolio.

DAVID A. BOGAERT: (Age 33) Executive Vice President and
Executive Committee member since 1995; operating committee member since
1992; national sales and marketing director since 1995; Telephone Service
Representative, Brokerage Services Supervisor, Institutional Sales
Representative and Assistant Vice President 1986-1992, employee since 1986.

All directors were re-elected in December 1996 for one year
terms. Each director serves until the next annual meeting of the
stockholders or until his successor is duly elected and qualified. Officers
serve at the discretion of the Board.

The Company has no audit, nominating or compensation committees
of the Board or any committees that perform similar functions. The Company
does have a 401(k) Plan Committee, M.E.R.P. Committee and a Stock Option
Plan Committee that oversee and govern the Company's qualified and
non-qualified plans.

- 37 -
<PAGE> 40

ITEM 6. EXECUTIVE COMPENSATION
----------------------

EXECUTIVE COMPENSATION

The following table summarizes compensation earned or awarded to
the Company's Chief Executive Officer, who was the only executive officer
whose aggregate annual salary and bonus exceeded $100,000 during 1996:

<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
SECURITIES
UNDERLYING
FISCAL OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS /SARS COMPENSATION<F1>
- --------------------------- ------ -------- ----- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Timothy L. Ashburn, Chairman 1996 $100,000 $0 23,000<F2> $39,259.02
and Chief Executive Officer 1995 100,000 0 0 49,765.49
1994 100,000 0 0 47,491.90

<FN>
- ------------------------

<F1> Represents dividends/return of capital with respect to Series B
Preferred Stock holdings in Mr. Ashburn's Individual Retirement Account.

<F2> Gives effect to February 6, 1997 two for one stock split.
</TABLE>

The following table summarizes options granted during 1996, and
the values of options outstanding on December 31, 1996, for the executive
officer named above:

<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANT TO EXERCISE
OPTIONS/SARS EMPLOYEES IN OR BASE EXPIRATION
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE
---- ------------ ---------------- ------------ ----------
<S> <C> <C> <C> <C>
Timothy L. Ashburn 23,000<F1> 22.9% $0.1314 July 25, 2006

<FN>
- -------------------------

<F1> Gives effect to February 6, 1997 two for one stock split.
</TABLE>

The following table sets forth information concerning the
aggregate dollar value realized upon exercise of options during 1996, the
number of securities underlying options outstanding at year-end 1996 and the
value of options outstanding at year-end 1996 having an exercise price lower
than the market price of the Common Stock ("in-the-money" options), held by
the individual named in the Summary Compensation Table. As of December 31,
1996, no SARs were outstanding.

- 38 -
<PAGE> 41

<TABLE>
AGGREGATED OPTION EXERCISED IN LAST FISCAL YEAR
AND FY-END OPTIONS
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FISCAL OPTIONS AT FISCAL
ACQUIRED VALUE YEAR-END YEAR-END
ON EXERCISE REALIZED (#) EXERCISABLE/ ($) EXERCISABLE/
(#) ($) UNEXERCISABLE UNEXERCISABLE<F1>
------------ -------- ----------------- ------------------
<S> <C> <C> <C> <C>
Timothy L. Ashburn 0 $0 0/23,000 $0/$71,728

<FN>
- ------------------------

<F1> Based on a price per share of $3.25, being the book value per share of
Common Stock as of December 31, 1996.
</TABLE>

COMPENSATION OF DIRECTORS

Directors are not compensated as such, except for reimbursements
for reasonable expenses related to attendance at meetings of the Board.
Regularly scheduled board meetings are conducted quarterly on the third
Wednesday in January, April, July and October of each year, unless otherwise
changed, and the annual meeting of the Company's stockholders is conducted in
January of each year, generally at the time of the January quarterly meeting
of the Board.

Directors do benefit, however, from plan share awards in the form
of stock grants and/or stock options as participants in the M.E.R.P. The
present plan share award for directors is 500 shares per year. Each
director receives 500 shares in the form of options and/or grants from the
M.E.R.P. upon acceptance of his position as director. The directors' plan
share awards are exercisable commencing January vesting over a five-year
period, or, immediately upon a change of control, registration of the
Company's shares or termination of the M.E.R.P. The awards expire ten years
after vesting date. If a director is not reelected to the Board or if for
any reason, other than death or disability, does not maintain his/her status
as a director, all plan share awards in the form of grants and unexercised
options are immediately forfeited back to the plan to be reutilized at the
Plan Committee and Board's discretion.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

During the years ended December 31, 1996 and 1995, no
transactions occurred between the Company and its affiliates that require
disclosure pursuant to Item 404 of Regulation S-B.

ITEM 8. DESCRIPTION OF SECURITIES
-------------------------

GENERAL

The authorized capital stock of the Company consists of
25,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock.
The Company is authorized to issue its Preferred Stock in one or more
series, with the number of shares, dividends and other rights, preferences,
limitations and terms of each series to be determined and fixed by the Board
without any further action by the stockholders of the Company. The Company
has designated and issued certain shares of its Preferred

- 39 -
<PAGE> 42

Stock. At May 26, 1997, (i) 8,486 shares of Series A 8% Cumulative Preferred
Stock were issued and outstanding, (ii) 8,583 shares of Series B 8%
Cumulative Preferred Stock were issued and outstanding, and (iii) 600,000
shares of Common Stock were issued and outstanding.

PREFERRED STOCK

Dividends. Required dividend payments on the Preferred Stock
are cumulative at 8% per annum of the stated value. In the event of
non-payment of the cumulative preferred dividends, the preferred
stockholders shall be entitled to vote on all matters coming to the attention
of the Company as provided for in the Certificate of Incorporation.

To the extent that funds of the Company are legally available,
the Board shall declare and the Company shall then pay to the holders of
Series A and Series B Preferred Stock, out of the assets of the Company
available for the payment of dividends under the Delaware General Company Law
(the "DGCL"), the preferential Preferred Stock dividend at the time and in
the amount due and no more. The dividend is calculated cumulatively (but
does not compound) on a daily basis on each share at the rate of 8% per
annum (based on 365/366-day year) of the stated value ($100). Dividends are
paid quarterly as soon as practicable after the declaration of the dividend
at the quarterly meeting of the Board. Since the issuance of the Preferred
Stock on December 30, 1993, the Company has declared and paid a dividend
with respect to the Series A and Series B Preferred Stock in each of thirteen
consecutive quarters, and, the Company is current with all dividend payments
to date.

Liquidation. In the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, the holders of
the Series A and Series B Preferred Stock are entitled, before any
distribution or payment is made upon any junior securities ("Junior
Securities") of the Company, to be paid out of the assets of the Company
available for distribution to its stockholders, whether from capital,
surplus or earnings, an amount in cash equal to the aggregate liquidation
value ("Liquidation Value") of all shares of the Series A and Series B
Preferred Stock and the holders of the Preferred Stock are not entitled to
any further payment. If the assets of the Company are insufficient to
permit payment to the holders of the Series A Preferred Stock, then the
entire remaining assets of the Company shall be distributed to the holders
of the Series A Preferred Stock ratably based upon the aggregate Liquidation
Value of the shares of Series A Preferred Stock held by them. If any assets
remain after the holders of the Series A Preferred Stock have been paid in
full the amounts to which they shall be entitled, the remaining assets of
the Company may be distributed to the holders of the Junior Securities of
the Company, with the holders of Series B Preferred Stock having priority
over the remaining Junior Securities. Series A takes priority over Series B
in all respects, and Series B takes priority over the remaining Junior
Securities. Neither the consolidation or merger of the Company into or with
any other corporation or corporations, nor the sale, exchange or transfer by
the Company of less than substantially all of its assets, nor any reduction
of the capital of the Company, shall of itself be deemed to be a
liquidation, dissolution or winding up of the Company. The Company may, at
its sole discretion, redeem on any quarterly dividend date ("Dividend
Reference Date") any whole number of shares of Series A or Series B
Preferred Stock, provided that the Series A is paid ahead of the Series B,
that all dividends are current, the Company has funds legally available to
effect the redemption, and that the shares of the Preferred Stock shall be
redeemed from the holder on a pro rata basis, based upon the number of shares
of Preferred Stock owned by each such holder as a proportion of the total
number of shares of Preferred Stock then outstanding, with the Series A
Preferred Stock having priority over the Series B Preferred Stock. The
Company shall redeem all of the issued and outstanding shares of Preferred
Stock on January 25, 2014 at Liquidation Value.

- 40 -
<PAGE> 43

Insufficient Funds. If on January 25, 2014, the funds of the
Company legally available for a redemption shall be insufficient to redeem
all shares of Series A and Series B Preferred Stock required to be redeemed,
funds to the maximum extent legally available for such purpose shall be
utilized by the Company to redeem the maximum number of shares of Series A,
then Series B Preferred Stock, on a pro rata basis. If, because sufficient
funds are not legally available, the Company shall fail to redeem all of the
issued and outstanding shares of Series A and/or Series B Preferred Stock at
such time, the Company will redeem such shares as promptly as practicable
after funds are legally available.

Restrictions. For as long as the Preferred Stock shall be
outstanding, the Company shall not, without the written consent of a
majority of the then outstanding holders: (a) create any class or series of
stock ranking as to payment of dividends or as to liquidation preference,
having priority over or on a parity with the Preferred Stock; (b) amend,
alter or repeal the Certificate of Incorporation or by-laws in a manner
adversely affecting any of the Preferred Stock holders' powers, preferences
and rights; or (c) declare or pay any distribution, including dividends or
redemptions, to any Junior Securities unless all Preferred Stock Dividends
are current.

Voting Rights. No vote or consent of the holders of the Series
A or Series B Preferred Stock is required for the authorization, including
an increase in the authorized number of shares of any Junior Securities, or
issuance of any Junior Securities of the Company, so long as the Company does
not issue any Junior Securities which have class voting rights beyond those
required by law, except upon the prior written consent of a majority of the
then outstanding shares of Preferred Stock.

The holders of the Preferred Stock are not entitled to vote on
matters coming before the stockholders of the Company unless the Company
defaults ("Payment Default") and fails to cure such default. Upon the
occurrence of a Payment Default and the Company's failure to cure such
default, a formula for calculating the voting rights of the holders of the
Preferred Stock is incorporated into the Preferred Stock Agreements, such
that the Preferred Stockholders are entitled to vote, under the formula, on
any matters coming to the attention of the Company's stockholders until such
time as the dividend is made current.

COMMON STOCK

Dividends. The holders of Common Stock are entitled to share
ratably in dividends thereon when, as and if declared by the Board from
funds legally available therefor, after full cumulative dividends have been
paid or declared and funds sufficient for the payment thereof set apart, on
all series of Preferred Stock ranking superior as to dividends to the Common
Stock.

Voting Rights. Each holder of Common Stock has one vote for
each share held on matters presented for consideration by the holders. The
holders of Common Stock do not have cumulative voting rights in the election
of directors.

Preemptive Rights. The holders of Common Stock have no
preemptive right to acquire any additional unissued shares or treasury
shares of the Company.

Liquidation Rights. In the event of liquidation, dissolution
or winding up of the Company, whether voluntary or involuntary, the holders
of Common Stock will be entitled to share ratably in any of its assets or
funds that are available for distribution to its common stockholders after
the satisfaction of its liabilities (or after adequate provision is made
therefor) and after preferences on any outstanding Preferred Stock.

- 41 -
<PAGE> 44
ASSESSMENT AND REDEMPTION. Shares of Common Stock currently
outstanding are fully paid and non-assessable. Such shares do not have any
redemption or sinking fund provisions.

CHANGE OF CONTROL PROVISIONS

The two non-qualified plans, the M.E.R.P. and the Stock Option
Plan, provide the following change of control provisions: (i) all plan
shares subject to a plan share award held by a recipient will be deemed to
be earned in the event of a "Change in Control" of the Company or a
threatened Change in Control if such Change in Control or threatened Change
in Control occurs prior to the earlier of registration of the Common Stock
or January 1, 2005. In the event that such Change in Control or threatened
Change in Control should occur, all plan shares subject to a plan share
awards will be deemed to be earned and shall be distributed as soon as
practicable thereafter; provided, however, that no awards will be
distributed prior to six months from the date of grant of the plan share
award; and (ii) all plan shares subject to a Stock Option Agreement held by
a recipient (optionee), upon a Change in Control or a threatened Change in
Control as defined herein, shall become immediately and fully exercisable or
payable according to the terms of the respective plan and of the Stock Option
Agreement and according to the following additional terms:

(i) Any outstanding and unexercised options shall
become immediately and fully exercisable, and shall remain
exercisable until it would otherwise expire by reason of lapse
of time.

(ii) During the six month and seven day period from
and after a Change in Control (the "Exercise Period"), unless
the Committee shall determine otherwise at the time of grant, a
recipient shall have the right, in lieu of the payment of the
base price of the shares being purchased under the Stock Option
Agreement and by giving notice to the Committee, to elect
(within the exercise period) in lieu of exercise thereof,
subject to Section 6 therein, to surrender all or part of the
Stock Option Agreement to the Company and to receive in cash,
within 30 days of such notice, an amount equal to the amount by
which the change in control price per share on the date of such
election shall exceed the base price per share under the Stock
Option Agreement multiplied by the number of shares granted
under the Stock Option Agreement as to which the right shall
have been exercised. Notwithstanding the foregoing, the change
in control price shall not exceed the market price of a share
to the extent required pursuant to Section 422 of the Internal
Revenue Code of 1986, as amended, on the date of surrender
thereof.

For the purposes of the two non-qualified plans, a Change in
Control of the Company shall mean:

(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the 1934 Act) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of 20
percent or more of either (A) the then outstanding shares of
Common Stock (the "Outstanding Company Common Stock") or
(B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following
acquisitions shall not constitute a Change in Control: (C) any
acquisition directly from the Company (excluding an acquisition
by virtue of the exercise of a conversion privilege), (D) any
acquisition by the Company, (E) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation

- 42 -
<PAGE> 45

controlled by the Company or (F) any acquisition by any
corporation pursuant to a reorganization, merger or
consolidation, the conditions described in clauses (A), (B) and
(C) of paragraph (iii) of this subsection (c) are satisfied; or

(ii) Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by a vote
of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the 1934 Act) or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or

(iii) Approval by the stockholders of the Company of
a reorganization, merger, or consolidation, in each case,
unless, following such reorganization, merger or consolidation,
(A) more than fifty percent (50%) of, respectively, the then
outstanding shares of common stock of the corporation resulting
from such reorganization, merger or consolidation and the
combined voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger or
consolidation in substantially the same proportions as their
ownership, immediately prior to such reorganization, merger or
consolidation, of the Outstanding Company Stock and Outstanding
Company Voting Securities, as the case may be, (B) no Person
(excluding the Company, any employee benefit plan (or related
trust) of the Company or such corporation resulting from such
reorganization, merger or consolidation and any Person
beneficially owning, immediately prior to such reorganization,
merger or consolidation, directly or indirectly, twenty percent
(20%) or more of the Outstanding Company Stock or Outstanding
Voting Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then
outstanding voting securities of such corporation, entitled to
vote generally in the election of directors and (C) at least "A
Majority" of the members of the board of directors of the
corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time
of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or

(iv) Approval by the stockholders of the Company of
(A) a complete liquidation or dissolution of the Company or
(B) the sale or other disposition of all or substantially all
of the assets of the Company, other than to a corporation, with
respect to which following such sale or other disposition,
(I) more than fifty percent (50%) of, respectively, the then
outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the

- 43 -
<PAGE> 46

beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior
to such sale or other disposition in substantially the same
proportion as their ownership, immediately prior to such sale or
other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (II) no
Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or such corporation and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally
in the election of directors and (III) at least a majority of the
members of the board of directors of such corporation were members
of the Incumbent Board at the time of the execution of the
initial agreement or action of the Board providing for such sale
or other disposition of assets of the Company; or

(v) Notwithstanding the provisions of (i) through
(iv) above, a Change in Control shall not be deemed to have
occurred (A) if before the occurrence of a transaction which
otherwise would constitute a Change in Control, a majority of
the Board votes to accept, approve or recommend such
transaction, or (B) by reason of the acquisition of Plan Shares
pursuant to this Plan.

PART II
-------

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
---------------------------------------------------------------
AND OTHER STOCKHOLDER MATTERS
------------------------------

There currently is no established public trading market for the
Common Stock. Shares of Common Stock have been issued by the Company to the
401(k) Plan and purchased from participants in such plan upon termination of
their employment. Management of the Company is not aware of any other
transfers of Common Stock. The Company has not paid any dividends with
respect to the Common Stock.

<TABLE>
<CAPTION>
SALES PRICE
-----------------------
HIGH LOW
-------- ---------
<S> <C> <C>
1995
----
First Quarter $ -- $ --
Second Quarter -- --
Third Quarter -- --
Fourth Quarter -- --

1996
----
First Quarter .2628 .2628
Second Quarter -- --
Third Quarter -- --
Fourth Quarter -- --

1997
----
First Quarter 3.9237 3.9237

- 44 -
<PAGE> 47
Second Quarter -- --
</TABLE>

As of March 31, 1997, the Company reported three stockholders of
record: the M.E.R.P; the Stock Option Plan; and the 401(k) Plan.

ITEM 2. LEGAL PROCEEDINGS
-----------------

The Company is from time to time a party to various legal actions
arising in the normal course of business. Management believes that there
are no proceedings threatened or pending against the Company or its
subsidiaries, which, if determined adversely, would have a material effect on
the business or financial position of the Company or its subsidiaries.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
---------------------------------------------

This item is not applicable as the Company has had no change in
its principal independent accountants during the Company's two most recent
fiscal years.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
---------------------------------------

For the three years ending December 31, 1996 and through the date
of this Form 10-SB filing, the only sales of the Company's securities have
been 476 shares of Series B Preferred Stock for $47,600. Timothy L.
Ashburn's IRA purchased 311 shares for $31,100; Joan Inman purchased 100
shares for $10,000; Weaver H. Gaines' IRA purchased 50 shares for $5,000;
and Anthony Ghoston purchased 15 shares for $1,500. There have been no
sales of Common Stock, as all shares of Common Stock are held in the three
employee benefit plans. There have been no sales of Series A Preferred
Stock.

ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS
-----------------------------------------

Section 145 of the DGCL provides generally and in pertinent part
that a Delaware corporation may indemnify its directors and officers against
expenses, judgments, fines and settlements actually and reasonably incurred
by them in connection with any civil suit or action, except actions by or in
the right of the corporation, or any administrative or investigative
proceeding if, in connection with the matters in issue, they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to,
the best interest of the corporation, and in connection with any criminal
suit or proceeding, if in connection with the matters in issue, they had no
reasonable cause to believe their conduct was unlawful. Section 145 further
permits a Delaware corporation to grant its directors and officers additional
rights of indemnification through bylaw provisions and otherwise and to
purchase indemnity insurance on behalf of its directors and officers.

Article 7 of the Certificate of Incorporation provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any transaction from which
the director derived any improper personal benefit.

- 45 -
<PAGE> 48

The by-laws of the Company provide that a director, in performing
his duties, shall be entitled to rely on information, opinions, reports or
statements, including financial statements and other financial data, in each
case prepared or presented by:

(a) one or more officers or employees of the Company
whom the director reasonably believes to be reliable and
competent in the matters presented;

(b) counsel, public accountants or other persons as
to matters which the directors reasonably believe to be within
such person's professional or expert competence; or

(c) a committee of the Board upon which he does not
serve, duly designated in accordance with a provision of the
Certificate of Incorporation or the by-laws, as to matters within
its designated authority, which committee the director reasonably
believes to merit confidence.

A director shall not be considered to be acting in good faith if
he had knowledge concerning the matter in question that would cause such
reliance described above to be unwarranted.

The Company maintains a liability insurance policy, with total
limits at $1,000,000, that indemnifies directors, officers, employees and
agents of the Company.

- 46 -
<PAGE> 49

<TABLE>
PART F/S
--------

CONSOLIDATED FINANCIAL STATEMENTS

INDEX
-----
<CAPTION>
PAGE
----
<S> <C>
INDEPENDENT AUDITORS' REPORT 50

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
OF THE COMPANY AS OF MARCH 31, 1997 (UNAUDITED)
AND DECEMBER 31, 1996 AND 1995 51

CONSOLIDATED STATEMENTS OF OPERATIONS OF THE COMPANY
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED) AND THE YEARS ENDED DECEMBER 31, 1996 AND 1995 53

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY OF THE COMPANY FOR THE THREE MONTHS ENDED
MARCH 31, 1997 (UNAUDITED) AND FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995 54

CONSOLIDATED STATEMENTS OF CASH FLOWS OF THE COMPANY
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED) AND THE YEARS ENDED DECEMBER 31, 1996 AND 1995 55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 56

INDEPENDENT AUDITORS' REPORT 64

BALANCE SHEETS OF HEALTH FINANCIAL AS OF DECEMBER 31, 1996,
1995 AND 1994 65

STATEMENTS OF OPERATIONS AND RETAINED EARNINGS OF HEALTH
FINANCIAL FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 67

STATEMENTS OF CASH FLOW OF HEALTH FINANCIAL
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 68

NOTES TO FINANCIAL STATEMENTS 69

- 47 -
<PAGE> 50

INDEPENDENT AUDITORS' REPORT 72

BALANCE SHEET OF FIRST LEXINGTON AS OF DECEMBER 31, 1996 73

STATEMENT OF OPERATIONS AND RETAINED EARNINGS OF FIRST LEXINGTON
FOR THE YEAR ENDED DECEMBER 31, 1996 75

STATEMENTS OF CASH FLOW OF FIRST LEXINGTON
FOR THE YEAR ENDED DECEMBER 31, 1996 76

NOTES TO FINANCIAL STATEMENTS 77

INDEPENDENT AUDITOR'S REPORT 82

BALANCE SHEETS OF FIRST LEXINGTON
AS OF DECEMBER 31, 1995 AND 1994 83

STATEMENTS OF INCOME AND RETAINED EARNINGS OF FIRST LEXINGTON
FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE TEN MONTH
PERIOD ENDED DECEMBER 31, 1994 85

NOTES TO FINANCIAL STATEMENTS 86

INDEPENDENT AUDITORS' REPORT 89

STATEMENTS OF FINANCIAL CONDITION OF VAI AS OF FEBRUARY 28,
1997 (UNAUDITED) AND NOVEMBER 30, 1996 AND 1995 90

STATEMENTS OF OPERATIONS OF VAI FOR THE THREE MONTHS ENDED
FEBRUARY 28/29, 1997 AND 1996 (UNAUDITED) AND THE YEARS ENDED
NOVEMBER 30, 1996 AND 1995 92

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY OF VAI FOR
THE THREE MONTHS ENDED FEBRUARY 28, 1997 (UNAUDITED) AND
FOR THE YEARS ENDED NOVEMBER 30, 1996 AND 1995 93

STATEMENTS OF CASH FLOWS OF VAI FOR THE THREE MONTHS ENDED
FEBRUARY 28/29, 1997 AND 1996 (UNAUDITED) AND THE YEARS ENDED
NOVEMBER 30, 1996 AND 1995 94

NOTES TO FINANCIAL STATEMENTS 95

- 48 -
<PAGE> 51

BALANCE SHEET OF HEALTH FINANCIAL AS OF
MARCH 31, 1997 (UNAUDITED) 100

STATEMENTS OF OPERATIONS OF HEALTH FINANCIAL FOR THE THREE
MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED) 102

STATEMENTS OF CASH FLOWS OF HEALTH FINANCIAL
FOR THE THREE MONTHS ENDED MARCH 31, 1997
AND 1996 (UNAUDITED) 103

NOTE TO FINANCIAL STATEMENTS (UNAUDITED) 104

BALANCE SHEET OF FIRST LEXINGTON AS OF
MARCH 31, 1997 (UNAUDITED) 105

STATEMENTS OF OPERATIONS OF FIRST LEXINGTON
FOR THE THREE MONTHS ENDED MARCH 31, 1997
AND 1996 (UNAUDITED) 107

STATEMENTS OF CASH FLOWS OF FIRST LEXINGTON
FOR THE THREE MONTHS ENDED MARCH 31, 1997
AND 1996 (UNAUDITED) 108

NOTE TO FINANCIAL STATEMENTS (UNAUDITED) 109
</TABLE>

- 49 -
<PAGE> 52

INDEPENDENT AUDITORS' REPORT
----------------------------

We have audited the accompanying consolidated statements of find
condition of Unified Holdings, Inc. and subsidiaries as of December 31, 1996
and 1995, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supposing the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of Unified
Holdings, Inc. and subsidiaries at December 31, 1996 and 1995, and the
results of their operations, and their cash flows for the years then ended in
conformity with generally accepted accounting principles.

/s/ Larry E. Nunn & Associates, L.L.C.

Columbus, Indiana
February 25, 1997

- 50 -
<PAGE> 53

<TABLE>
UNIFIED HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

MARCH 31, 1997 (UNAUDITED) AND
DECEMBER 31, 1996 AND 1995

ASSETS
------
<CAPTION>
DECEMBER 31,
MARCH 31, ----------------------------
1997 1996 1995
---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 339,096 $ 323,177 $ 350,560
Investment in affiliated mutual fund 197,848 203,040 --
Note receivable - affiliated company 50,000 50,000 65,888
Accounts receivable (net of allowance
for doubtful accounts of $2,041) 491,615 485,593 352,422
Prepaid assets and deposit 120,929 127,430 127,718
---------- ---------- ----------
Total current assets 1,197,447 1,189,240 896,588
---------- ----------

NON-CURRENT ASSETS
Equity in and investment in affiliate 430,879 445,293 196,401
---------- ---------- ----------

FIXED ASSETS, AT COST
Equipment and furniture (net of accumulated
depreciation of $795,371, $767,773 and
$694,112, respectively) 213,656 218,838 392,709
Capitalized leased equipment (net of accumulated
depreciation of $75,508, $68,058 and $37,299,
respectively) 88,497 99,876 100,127
---------- ---------- ----------

Total fixed assets 302,153 318,714 492,836
---------- ---------- ----------

Total non-current assets 733,032 764,007 689,237
---------- ---------- ----------

TOTAL ASSETS $1,930,479 $1,953,247 $1,585,825
========== ========== ==========

See accompanying notes and independent auditors' report.

-51 -
<PAGE> 54

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

<CAPTION>
DECEMBER 31,
MARCH 31, ----------------------------
1997 1996 1995
---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C>
CURRENT LIABILITIES
Current portion of capital lease obligations $ 36,205 $ 38,651 $ 44,637
Accounts payable and accrues expenses 332,598 334,111 405,046
Accrued compensation and benefits 109,652 139,730 144,265
Payable to broker/dealers 170,881 124,489 140,905
Other liabilities 291,884 308,172 253,999
---------- ---------- ----------

Total current liabilities 941,220 945,153 988,852
---------- ---------- ----------

LONG-TERM LIABILITIES
Long-term capitals lease obligations,
net of current portion 24,354 32,695 41,264
---------- ---------- ----------

Total long-term liabilities 24,354 32,695 41,264
---------- ---------- ----------

TOTAL LIABILITIES 965,574 977,848 1,030,116
---------- ---------- ----------

STOCKHOLDERS' EQUITY
Preferred stock Series A 8,486 8,486 8,486
Preferred stock Series B 8,583 8,583 8,583
Common stock, par value $.01 per share 1,696 1,599 1,577
Additional paid-in capital 1,126,543 1,124,087 1,115,661
Retained earnings (deficit) (176,870) (169,015) (578,598)
Unrealized gain on investments (3,533) 1,659 --
---------- ---------- ----------

Total stockholders' equity 964,905 975,399 555,709
---------- ---------- ----------

TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY $1,930,479 $1,953,247 $1,585,825
========== ========== ==========

</TABLE>

- 52 -
<PAGE> 55

<TABLE>
UNIFIED HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED)
AND YEARS ENDED DECEMBER 31, 1996 AND 1995
<CAPTION>
MARCH 31, DECEMBER 31,
---------------------------- ----------------------------
1997 1996 1996 1995
---------- ---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C> <C>
REVENUE:
Revenue from broker/dealer operations $ 421,441 $ 485,476 $1,846,201 $2,363,345
Revenue from fund service operations 284,486 380,814 1,968,384 1,395,782
Trailing commissions 238,525 276,569 995,318 540,950
Custody and retirement fees 116,044 3,092 246,139 163,044
Software and retirement fees 47,198 47,228 190,445 213,755
Net investment and other income 35,008 15,316 43,903 31,935
---------- ---------- ---------- ----------

Total revenue 1,142,702 1,208,495 5,290,390 4,708,811

COST OF SALES:
Brokerage revenue charges 270,892 273,562 1,141,291 1,244,893
Trailing commissions contra 165,003 173,167 653,595 130,281
Investment fees 2,416 1,922 11,586 9,266

Total cost of sales 438,311 448,651 1,806,472 1,384,440
---------- ---------- ---------- ----------

Gross profit 704,391 759,844 3,483,918 3,324,371
---------- ---------- ---------- ----------

EXPENSES:
Employee compensation and benefits 312,397 343,242 1,331,272 1,368,077
Brokerage operating charges 69,957 92,068 332,508 577,373
Fund services operating charges 56,999 59,672 233,500 170,395
Mail and courier service 8,143 9,712 57,528 73,044
Telephone 30,484 24,863 66,500 152,380
Equipment rental and maintenance 19,810 43,162 105,122 431,216
Occupancy 47,317 50,615 195,869 212,418
Depreciation 35,048 35,438 167,382 142,797
Other 130,669 72,827 322,500 141,385
---------- ---------- ---------- ----------

Total expenses 663,507 731,599 2,812,181 3,269,085
---------- ---------- ---------- ----------

INCOME FROM OPERATIONS
BEFORE GAIN ON SECURITIES $40,884 $28,245 $671,737 $55,286

UNREALIZED GAIN ON SECURITIES (5,192) (6,449) 1,659 --

REALIZED GAIN (LOSS) ON SECURITIES -- -- 25,588 --

EQUITY IN AFFILIATES (14,414) (7,869) (151,108) (1,599)
---------- ---------- ---------- ----------

NET INCOME $ 21,278 $ 13,927 $ 547,876 $ 53,687
========== ========== ========== ==========

See accompanying notes and independent auditors' report.
</TABLE>

- 53 -
<PAGE> 56

<TABLE>
UNIFIED HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

THREE MONTHS ENDED MARCH 31, 1997 (UNAUDITED)
AND YEARS ENDED DECEMBER 31, 1996 AND 1995
<CAPTION>

UNREALIZED
PREFERRED PREFERRED ADDITIONAL RETAINED GAIN (LOSS) COMMON
COMMON CLASS A CLASS B PAID-IN EARNINGS ON TREASURY
STOCK STOCK STOCK CAPITAL (DEFICIT) INVESTMENTS STOCK TOTAL
------ --------- --------- ------------ --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE
December 31, 1994 $1,577 $8,486 $8,107 $ 3,313,707 $(578,598) $ -- $(2,166,100) $591,179

1995 Net Income -- -- -- -- 53,687 -- -- 53,687

Non-qualified option
plan 1,500 shares -- -- -- (2,166,100) -- -- 2,166,100 --

Sales of
Preferred Stock -- -- 476 47,124 -- -- -- 47,600

Return of capital
on Preferred Stock -- -- -- (83,070) (53,687) -- -- (136,757)

BALANCE
December 31, 1995 1,577 8,486 8,583 1,115,661 (578,598) -- -- 555,709

1996 Net Income -- -- -- -- 547,876 -- -- 547,876

Unrealized gain (loss)
on investments -- -- -- -- (1,659) 1,659 -- --

Common Stock issued 22 -- -- 8,426 -- -- -- 8,448

Return of capital/dividend
on Preferred Stock -- -- -- -- (136,634) -- -- (136,634)

BALANCE
December 31, 1996 $1,599 $8,486 $8,583 $ 1,124,087 $(169,015) $ 1,659 $ 975,399

1997 Net Income -- -- -- -- 26,470 (5,192) -- 21,278

Common Stock Issued 97 -- -- 2,456 -- -- -- 2,553

Return of capital/dividend
on Preferred Stock -- -- -- -- (34,325) -- -- (34,325)

BALANCE
March 31, 1997 $1,696 $8,486 $8,583 $ 1,126,543 $(176,870) $(3,533) -- $964,905

See accompanying notes and independent auditors' report.
</TABLE>

- 54 -
<PAGE> 57

<TABLE>
UNIFIED HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED)
AND YEARS ENDED DECEMBER 31, 1996 AND 1995
<CAPTION>
MARCH 31, DECEMBER 31,
-------------------------- ---------------------------
1997 1996 1996 1995
-------- --------- --------- ---------
(Unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 21,278 $ 13,927 $ 547,876 $ 53,687
Adjustments to reconcile net income to net cash
provided (used) in operating activities:
Provision for depreciation and amortization 35,048 35,438 167,382 142,797
Unrealized gain (loss) on investments 5,192 6,449 (1,659) --
Results of affiliated company 14,414 7,869 151,108 1,599
Book value of fixed assets disposed -- -- 41,859 --
(Increase) decrease in operating assets:
Receivables (3,981) (74,494) (133,171) 147,352
Prepaid and sundry assets 6,501 (1,936) 288 25,034
Increase (decrease) in liabilities:
Accounts payable and accrued expenses (1,513) (84,027) (70,935) (126,735)
Accrued compensation and benefits (30,078) (34,529) (4,535) 36,082
Payable to broker/dealers 46,392 10,652 (16,416) (15,694)
Other liabilities (16,288) 195,729 54,173 97,015
-------- --------- --------- ---------

Net cash provided by operating activities 76,965 75,078 735,970 361,137
-------- --------- --------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (18,487) -- (57) (2,836)
Proceeds from sale of fixed assets -- -- -- 200
Equity in affiliate -- -- (400,000) (198,000)
Investment in affiliated equity mutual funds -- (201,382) (201,381) --
-------- --------- --------- ---------

Net cash used by investing activities (18,487) (201,382) (601,438) (200,636)
-------- --------- --------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Return of capital to preferred stockholders (34,325) (34,405) (136,634) (136,757)
Issuance of common stock - profit sharing plan 2,553 -- 8,448 --
Proceeds from preferred stock Series B issuances -- -- -- 47,600
Repayment of borrowing -- -- -- (78,010)
Repayment of capitalized lease obligations (10,787) (5,031) (49,617) (38,907)
Note receivable from affiliate -- -- 15,888 (65,888)
-------- --------- --------- ---------

Net cash used by financing activities (42,559) (39,436) (161,916) (271,962)
-------- --------- --------- ---------

NET DECREASE IN CASH AND
CASH EQUIVALENTS 15,919 (165,740) (27,383) (111,461)

CASH AND CASH EQUIVALENTS
Beginning of year 323,177 350,560 350,560 462,021

End of year 339,096 184,820 323,177 350,560
-------- --------- --------- ---------

SUPPLEMENTARY INFORMATION
Interest paid during year $ 1,317 $ 2,097 $ 4,993 $ 10,703
======== ========= ========= =========

</TABLE>

- 55 -
<PAGE> 58

UNIFIED HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND 1995

Note 1 - NATURE OF OPERATIONS

The consolidated financial statements include the accounts of
Unified Holdings, Inc. (the "Company"), a Delaware corporation,
and its wholly owned subsidiaries, Unified Management Corp.
("Management") and Unified Advisers, Inc. ("Advisers").

Management, an Indiana corporation, is a registered broker/dealer
under the Securities Exchange Act of 1934 and is a member of the
National Association of Securities Dealers, Inc.

Advisers is incorporated in Indiana and is a registered
investment adviser under the Investment Advisers Act of 1940 and
provides investment advisory, transfer agent, dividend
disbursing, transfer agency system software licensing and fund
accounting services to investment companies.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation -
---------------------
The consolidated financial statements include the accounts of
Unified Holdings, Inc., Unified Management Corp., and Unified
Advisers, Inc. All intercompany transactions and balances
between the Company and its subsidiaries have been eliminated.

Fees and Commissions -
--------------------
The Company provides administrative and investment services to
investment companies and separate accounts. The Company
records revenue as it is earned per month based on accounts and
account balances. In connection with this, the Company earns
income on the accounts established to transfer these funds for
customers.

Commissions and clearing revenue are recorded on the settlement
date of the related security transaction. This does not
materially differ from recording commissions based upon the
trade date.

Depreciation -
------------
Depreciation of fixed assets including capital leased equipment
is provided on the straight-line and accelerated methods over
the estimated useful lives of the assets.

Income Taxes -
------------
The Company files a consolidated federal income tax return with
its subsidiaries.

The Company has adopted Statement of Financial Accounting
Standards No. 109 ("SFAS 109") accounting for income taxes.
The Statement requires use of the liability method of accounting
for deferred income taxes.

- 56 -
<PAGE> 59

UNIFIED HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND 1995

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates -
----------------
The presentation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Statement of Cash Flows -
-----------------------
For purposes of the statement of cash flows, the Company
considers all liquid investments with an original maturity
of three months or less to be cash equivalents. Cash and
cash equivalents included money market investments of
$321,124 which are not insured by the FDIC.

Financial Statement Presentation -
--------------------------------
Certain amounts in the 1995 financial statements have been
recertified to conform to the 1996 presentation.

Options -
-------
The Company applies APB Opinion 25 and related
interpretations in accounting for its' Management and
Employee Retention Plan. Shares were issued at fair market
at the date granted to the employee. There is no
significant effect on the Company's net income under this
plan consistent with the method of FASB Statement 123.

3 - COMMITMENTS

The Company has operating leases expiring in 2001 for office
facilities and equipment. The leases include clauses for
adjustment of operating costs and real estate taxes. Such
obligations are allocated between Advisers, Holdings, and
Management based on estimated usage.

The aggregate minimum rental commitments required under operating
leases for office space and equipment at December 31, 1996 are
as follows:
<TABLE>
<CAPTION>
Lease
Year Ended December 31 Commitments
---------------------- -----------
<S> <C>
1997 $204,831
1998 198,987
1999 187,026
2000 167,280
2001 and Thereafter 111,520
--------

Total $869,644
========
</TABLE>

Total rental expense was $195,869 and $212,419 for the years ended
December 31, 1996 and 1995.

- 57 -
<PAGE> 60

UNIFIED HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND 1995

Note 4 - TRANSACTIONS WITH RELATED PARTIES

The Company provided administrative services to Vintage Advisers,
Inc. during the year. The revenue for these services was
$500,313 and $199,275 for 1996 and 1995, respectively. At
December 31, 1996 and 1995, the receivable from this affiliated
company was $100,592 and $4,160, respectively.

The Company loaned Vintage Adviser, Inc. $65,888 to reimburse the
Vintage funds for an outstanding obligation. The promissory
note is due on demand with interest payable at prime plus two
percent per annum. The note receivable at December 31, 1996 is
$50,000. Interest received during the year ended December 31,
1996 was $5,029.

5 - EMPLOYEE BENEFIT PLANS

The Company provides a defined contribution retirement plan which
covers substantially all employees. Contributions to the plans
are determined by the Board of Directors. The plan covers
Holdings, Management and Advisers. During 1996 and 1995,
expenses of $14,356 and $16,392 were provided in anticipation of
contributions to be paid in 1996 and 1997.

In 1996, the Company amended the 401(k) plan to include matching
for funds contributed into the Vintage Funds or Preferred B
Stock on Unified Holdings, Inc. The Company will match the
employee's contribution up to fifty percent of the first six
percent of the employee's pre-tax contribution.

6 - FEDERAL INCOME TAXES

Consolidated net operating loss carryforwards at December 31,
1996 amounted to approximately $14,900,000 expiring through
2008. However, due to a limitation in the Internal Revenue Code,
only approximately $90,000 of such loss carryforward amounts
incurred prior to December 31, 1989 are available for use in any
one year. The remainder of the loss carryforward amounts of
approximately $8,300,000 incurred subsequent to 1989 are fully
available to offset taxable income.

Consolidated estates net operating loss carryforwards at
December 31, 1996 amounted to approximately $13,400,000 and
expire through 2008.

The Company utilized approximately $515,000 and $74,000 of net
operating loss carryforwards during 1996 and 1995 to reduce
current consolidated income tax expense of $175,423 and $13,582
to zero.

- 58 -
<PAGE> 61

UNIFIED HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND 1995

Note 7 - CAPITALIZED LEASE OBLIGATIONS

Capitalized lease obligations are payable over a 36-month period.
The following is a summary of future minimum lease payment under
capitalized lease obligations as of December 31, 1996:

<TABLE>
<CAPTION>
Year Ending December 31, Amount
------------------------ -------
<S> <C>
1997 $43,292
1998 25,605
1999 10,077
-------

Total 78,974

Less amount
representing interest 7,628
-------

Net present value $71,346
=======
</TABLE>

8 - NON-CASH INVESTMENT AND FINANCIAL ACTIVITY

The Company acquired equipment through a capital lease obligation
in the amount of $35,063 during 1996 and $80,218 during 1995.

9 - CASH SEGREGATED UNDER FEDERAL REGULATION

Pursuant to the Securities and Exchange Commission's Rule 15c3-3,
the Company calculates its reserve requirement and segregates
cash and/or securities for the exclusive benefit of the customers
on a periodic basis. The reserve requirement calculated by the
Company was $-0-, at December 31, 1996 and 1995. Balances
segregated in excess of reserve requirements are not restricted.

10 - NET CAPITAL REQUIREMENTS

Management is subject to the Securities and Exchange Commission's
"Uniform Net Capital Rule" (Rule 15c3-1), which requires the
maintenance of minimum net capital, as defined, of 6-2/3% of
aggregate indebtedness or $50,000 at December 31, 1996 and 1995,
whichever is greater, and a ratio of aggregate indebtedness to
net capital of not more than 15 to 1. At December 31, 1996 and
1995, management had net capital of $137,894 and $203,377,
respectively, which was in excess of its required net capital of
$50,000, and a net capital ratio of 2.28 to 1 at December 31,
1996 and 1.33 to 1 at December 31, 1995.

- 59 -
<PAGE> 62

UNIFIED HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND 1995

Note 11 - MAJOR CLIENT AND VENDOR

Total revenue generated from major clients during 1996 and 1995
were approximately 14% and 26% of total revenue and accounts
receivable from these clients were approximately $62,000 and
$50,000 at December 31, 1996 and 1995, respective.

Total expenses from major vendors during 1996 and 1995 were
approximately 12% and 31% of total expenses. Accounts payable
to these vendors at December 31, 1996 and 1995 were $-0-.

12 - SUBSEQUENT EVENT

On February 6, 1997, the Board authorized the payment of the
preferred stock dividend of 8% for Class A and Class B preferred
shares for the three month period ended January 31, 1997,
payable March 1, 1997.

13 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and estimated
fair values of the Company's financial instruments at
December 31, 1996 and 1995. FASB Statement No. 107, Disclosures
About Fair Value of Financial Instruments, defines the fair value
of a financial instrument as the amount at which the instrument
could be exchanged in a current transaction between willing
parties.

- 60 -
<PAGE> 63

UNIFIED HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND 1995

Note 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

<TABLE>
<CAPTION>
1996 1995
--------------------- ---------------------
Carrying Fair Carrying Fair
($ in thousands) Amount Value Amount Value
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Financial assets
Cash and cash
equivalents $ 323 $ 323 $ 351 $ 351
Investment in
affiliated
mutual fund 203 203 -- --
Notes receivable
from affiliated
Company 50 50 66 66
Receivables
(trade) 486 486 352 352
Investment in
affiliates 445 445 196 196
Prepaid and
sundry assets 127 127 128 128

Financial liabilities
Current
liabilities (987) (987) (989) (989)
Long-term
capitalized
lease obligations (33) (33) (41) (41)
</TABLE>

The carrying amounts shown in the above table are included in the
statement of financial position under the indicated captions.

The following methods and assumptions were used to estimate the fair
value of each class of financial instruments:

Cash and cash equivalents, receivables, and current liabilities:
---------------------------------------------------------------
The carrying amounts approximate fair value because of the
short maturity of those instruments. Investment in money market
mutual funds are treated as cash equivalents with maturity
under 90 days.

Long-term capitalized lease obligations: The fair value of
---------------------------------------
the Company's long-term capitalized lease obligations is
estimated based on the quoted market prices for similar
issues.

Investment in Affiliated Mutual Funds: The carrying amount
-------------------------------------
is determined by the NAV daily pricing sheets as of the close
of the markets on December 31.

- 61 -
<PAGE> 64

UNIFIED HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND 1995

Note 14 - EQUITY IN AND INVESTMENT IN AFFILIATE

The Company invested $400,000 in November 1996 for 4,756 shares
and $198,000 in December 1995 for 5,244 shares of common stock
of Vintage Advisers, Inc., a registered investment advisor
under the Investment Advisers Act of 1940.

The Company's share of equity investment in affiliate is
$32,575 and $50,804 at December 31, 1996 and 1995,
respectively. The Company used the equity method of accounting
for its investment in affiliate for years ended December 31,
1996 and 1995.

Audited results of operations for the years November 30, 1996
and 1995 are as follows:

<TABLE>
<CAPTION>
Audited Audited
1996 1995
------- -------
<S> <C> <C>
Total assets $ 622,493 $ 344,630
Total equity 97,823 152,656
Operating revenue 248,254 5,100
Net (loss) (454,742) (7,724)
Unified Holdings -
share of net (loss) (151,108) (1,599)
</TABLE>

15 - COMMON AND PREFERRED STOCK

The total preferred shares authorized for the Company is
1,000,000 with a par value of $.01 per share of which 20,000
shares have been designated as follows:
<TABLE>
<CAPTION>
Shares
Shares Issued and Stated Par
Designated Outstanding Value Value
---------- ----------- ------ ------
<S> <C> <C> <C> <C>
Preferred Stock Series A 10,000 8,486 $100 $.01
Preferred Stock Series B 10,000 8,583 $100 $.01
</TABLE>

Required dividend payments on the Preferred Stock are cumulative
at 8% per annum of the stated value. The Company may not
create any additional class or series of stock ranking or having
a parity as to payment of dividends or as to liquidation
preference, over or with the Series A or Series B Preferred
Stock.

In the event of non-payment of the cumulative preferred
dividends, the preferred stockholders shall be entitled to vote
on all matters coming to the attention of the Company as
provided for in the respective Preferred Stock Agreements.

- 62 -
<PAGE> 65

UNIFIED HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND 1995

Note 15 - COMMON AND PREFERRED STOCK (continued)

During 1996, the Company issued 2,153 shares of common stock for
approximately $3.92 per share, which resulted in an increase of
additional paid-in-capital of $8,426.

During 1995, the Company authorized an increase in the
capitalization of the Company from 3,000 common shares to
300,000 common shares and declared a 100 for 1 stock split on
outstanding shares. During 1995, the Board authorized the
issuance of 476 shares of Series B Preferred Stock to certain
members of the Board of Directors and employees upon payment of
cash of $100 per share.

The Company instituted a Management and Employee Retention Plan
(the "Plan") and authorized that 230,287 common shares of the
Company, 150,000 shares previously held in Treasury, to fund the
Plan. The Company also instituted a Non-qualified Restricted
Stock Option Plan and authorized that 50,147 common shares of
the Company to fund the Plan. The shares have not been
registered under the Securities Act of 1933 nor under the
Securities laws of any state and have been issued under
exemptions that depend, in part, on the intent of the stockholder
not to sell or transfer such shares in any manner not permitted
by such laws. The combined total of 280,434 shares are held in
trust and have been designated. The Plan shares shall be granted
to the recipient (1) at the time that the Plan shares are
registered under the Securities Act of 1933 or the 1934 Act; or
(2) if such Plan shares have not been registered by January 1,
2000, the Plan shares subject to the award shall be earned by
employee at the rate of twenty percent as of each January 1
following.

- 63 -
<PAGE> 66

To the Stockholders and Board of Directors
Health Financial, Inc.
3320 Tates Creek Road, Suite 101
Lexington, Kentucky

INDEPENDENT AUDITORS REPORT
---------------------------

We have audited the balance sheets of Health Financial, Inc. as of December
31, 1996, December 31, 1995 and December 31, 1994, and the related
statements of operations and retained earnings, and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. We were not engaged to audit the financial
statements of Health Financial, Inc. as of December 31, 1993, but we
performed procedures on the balance sheet as of December 31, 1993 for the
purpose of providing us a basis to express an opinion on the statements of
operations and retained earnings, and cash flows for the year ended December
31, 1994.

We conducted our audit in accordance with generally accepted accounting
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion

In our opinion the financial statements referred to above present fairly, in
all material respects, the financial position of Health Financial, Inc. as
of December 31, 1996, December 31, 1995 and December 31, 1994 and the
results of its operations and its cash flow for the years then ended in
conformity with generally accepted accounting principles.

/s/ Larry E. Nunn & Associates, L.L.C.

Columbus, Indiana
February 19, 1997

- 64 -
<PAGE> 67
<TABLE>
HEALTH FINANCIAL, INC.
BALANCE SHEETS

December 31, 1996, 1995 & 1994

ASSETS December 31, 1996 December 31, 1995 December 31, 1994
------ ------------------- ------------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS
Cash:
Bank $ 26,360 $ 22,378 $ 5,838
Mutual Fund money market 76,678 $103,038 51,048 $ 73,426 52,969 $ 58,807
-------- -------- --------

Accounts receivable:
Trade 429,864 320,594 153,836
Other 4,755 434,619 18,629 339,223 15,820 169,656
-------- -------- --------

Marketable investments 177,915 156,621 108,817
Notes receivable, Current balances 30,113 0 0
-------- -------- --------

745,685 569,270 337,280
-------- -------- --------

INVESTMENTS IN DEBT SECURITIES 0 0 0
-------- -------- --------

PROPERTY AND EQUIPMENT:
Land 20,252 20,252 20,252
Building & signs 121,154 121,154 121,154
Office equipment & furniture 94,898 65,831 50,776
-------- -------- --------

236,304 207,237 192,182
Less accumulated depreciation 43,752 26,072 17,048
-------- -------- --------

192,552 181,165 175,134
-------- -------- --------

OTHER ASSETS
Notes receivable, net of Current maturities 11,262 0 0
-------- -------- --------

TOTAL ASSETS $949,499 $750,435 $512,414
======== ======== ========

See accompanying notes and independent auditors' report
</TABLE>

- 65 -
<PAGE> 68
<TABLE>
HEALTH FINANCIAL, INC.
BALANCE SHEETS

December 31, 1996, 1995 & 1994

LIABILITIES & STOCKHOLDERS' EQUITY December 31, 1996 December 31, 1995 December 31, 1994
- ---------------------------------- ------------------- ------------------- --------------------
<S> <C> <C> <C>
CURRENT LIABILITIES:
Accounts payable, trade $ 19,627 $ 24,107 $ 8,367
Accrued property and franchise taxes 2,980 3,001 2,228
Accrued local taxes 1,653 326 105
Accrued income taxes 0 0 0
-------- -------- --------

24,260 27,434 10,700
LONG-TERM LIABILITIES:
Deferred income taxes 0 0 0
-------- -------- --------

Total liabilities 24,260 27,434 10,700
-------- -------- --------

COMMITMENTS & CONTINGENCIES

STOCKHOLDERS' EQUITY
Common stock, $1.00 par value
10,000 shares authorized
8,295 shares issued and outstanding 9,300 9,300 9,300
Paid-in capital 46,510 46,510 46,510
-------- -------- --------

Total stock investment 55,810 55,810 55,810
Retained Earnings 869,429 667,191 445,904
-------- -------- --------

Total stockholders' equity 925,239 723,001 501,714
-------- -------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $949,499 $750,435 $512,414
======== ======== ========

See accompanying notes and independent auditors' report
</TABLE>

- 66 -
<PAGE> 69

<TABLE>
HEALTH FINANCIAL, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

Years ended December 31, 1996, 1995 and 1994

<CAPTION>
1996 1995 1994
------------------- ------------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
Advisory fees $1,661,841 95.3% $1,307,531 98.7% $507,526 96.8%
Administration fee reimbursement 66,000 3.8 0 0.0 0 0.0
Rental income 15,500 0.9 15,500 1.2 15,500 3.0
Other 25 0.1 1,091 0.2 1,052 0.3
---------- ----- ---------- ----- -------- -----
Total revenue 1,743,366 100.0 1,324,122 100.0 524,078 100.0
---------- ----- ---------- ----- -------- -----

DIRECT SUPPLIER COSTS
Investment advisory fees 49,972 2.9 45,561 3.4 17,940 3.4
Administration fees 4,250 0.2 3,050 0.2 2,450 0.5
Regulatory fees 3,075 0.2 2,440 0.2 855 0.2
---------- ----- ---------- ----- -------- -----
Total supplier costs 57,297 3.3 51,051 3.9 21,245 4.1
---------- ----- ---------- ----- -------- -----
Total operating profit 1,686,069 96.7 1,273,071 96.1 502,833 95.9
---------- ----- ---------- ----- -------- -----

OPERATING EXPENSES:
Personnel salaries & wages 1,340,614 76.9 968,975 73.2 349,220 66.6
Payroll taxes 31,289 1.8 20,924 1.6 10,741 2.1
Pension expense 39,420 2.3 34,977 2.6 33,947 6.5
Depreciation 17,680 1.0 5,992 0.5 9,076 1.7
Office supplies 26,365 1.5 19,435 1.5 12,106 2.3
Postage 5,983 0.3 3,478 0.3 2,064 0.4
Telephone 3,779 0.2 2,507 0.2 1,730 0.3
Insurance 10,612 0.6 7,686 0.6 5,759 1.1
Travel 7,615 0.4 7,933 0.6 3,860 0.7
Publication & subscriptions 14,680 0.8 3,124 0.2 2,815 0.5
Legal & professional services 3,108 0.2 1,200 0.1 800 0.2
Property taxes 1,312 0.1 1,310 0.1 2,612 0.5
Real estate maintenance and association fees 2,782 0.2 2,984 0.2 2,017 0.4
Licenses & fees 1,138 0.1 0.0 0.0
Contributions 1,175 0.2 1,050 0.2 1,100 0.3
Other 2,341 0.1 5,565 0.4 3,133 0.6
---------- ----- ---------- ----- -------- -----
Total operating expenses 1,509,893 86.6 1,087,140 82.1 440,980 84.1
---------- ----- ---------- ----- -------- -----
Income from operations 176,176 10.1 185,931 14.0 61,853 11.8

OTHER INCOME (EXPENSES)
Investment income 24,096 1.4 35,356 2.7 81 0.0
Capital gains and interest income 1,966 0.1 0 0.0 0 0.0
---------- ----- ---------- ----- -------- -----

INCOME BEFORE INCOME TAXES 202,238 11.6 221,287 16.7 61,934 11.8
INCOME TAXES: 0 0.0 0 0.0 0 0.0
---------- ----- ---------- ----- -------- -----

NET INCOME 202,238 11.6% 221,287 16.7% 61,934 11.8%
===== ===== =====
RETAINED EARNINGS, BEGINNING OF YEAR 667,191 445,904 383,970
---------- ---------- --------
RETAINED EARNINGS, END OF YEAR 869,429 667,191 445,904
========== ========== ========

See accompanying notes and independent auditors' report
</TABLE>

- 67 -
<PAGE> 70

<TABLE>
HEALTH FINANCIAL, INC.
STATEMENTS OF CASH FLOW

Years ended December 31, 1996, 1995 and 1994

<CAPTION>
1996 1995 1994
------------------ ------------------ ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $202,238 $221,287 $ 61,934
Adjustments to reconcile net income to
net cash provided by operating activities:
Deferred income taxes 0 0 0
Depreciation 17,680 5,992 9,076
Amortization
Gain on sale of assets
(Increase) decrease in assets:
Accounts receivable: (95,396) (169,567) (10,375)
Marketable investments (21,294) (47,804) (26,473)
Notes receivable, Current balances (25,000) 0 0
Increase (decrease) in liabilities:
Accounts payable, trade (4,480) 15,740 5,784
Accrued property and franchise taxes (21) 773 1,302
Accrued local taxes 1,327 221 0
Accrued income taxes 0 0 0
-------- -------- --------

Net cash provided by (used in)
operating activities 75,054 26,642 41,248
-------- -------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase for property & equipment (29,067) (12,023) (13,671)
Purchase of notes receivable (16,517)
Proceeds on note receivable 142
-------- -------- --------

Net cash provided by (used in)
investing activities (45,442) (12,023) (13,671)
-------- -------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Long-term debt
Proceeds from the sale of Company stock 0 0 0
-------- -------- --------

Net cash provided by (used in)
financing activities 0 0 0
-------- -------- --------

NET INCREASE(DECREASE) IN CASH 29,612 14,619 27,577
CASH AT BEGINNING OF YEAR 73,426 58,807 31,230
-------- -------- --------
CASH AT END OF YEAR $103,038 $ 73,426 $ 58,807
======== ======== ========

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for - interest $ 0 $ 0 $ 0
- income taxes 0 0 0

See accompanying notes and independent auditors' report
</TABLE>

- 68 -
<PAGE> 71

HEALTH FINANCIAL, INC.
NOTES TO FINANCIAL STATEMENTS

Note 1 - Nature of Business Operations

The Company, incorporated in the State of Kentucky, is an investment advisory
business providing services to trusts, retirement plans, businesses and
individuals located primarily in Kentucky.

Note 2 - Summary of Significant Accounting Policies

Revenues and Investment Advisory Fees -
The revenues investment advisory fees as well as the investment advisory fees
earned by third party advisors are recorded on the accrual basis. The fees
earned by the Company and paid to the sub advisors are based on established
fees schedules and contracts. The Company generally has the right to collect
fees from the invested assets, thus collection of the fees is reasonably
certain.

Property And Equipment -
The property and equipment is stated at cost. Depreciation is computed on the
straight-line method over the estimated useful life of the assets for
financial statement purposes.

Marketable Securities and Investments -
The investments designated as "Held to Maturity" are recorded at cost and
amortized over the period to maturity for the premium or discount from par
value under generally accepted accounting principles. Other marketable
investments are recorded and adjusted to the fair market value as of the date
of the financial statements.

Organizational Costs -
Costs relating to the organization of the Company have been capitalized and
are not being amortized for financial statement purposes.

Income Taxes -
The Company with the consent of its stockholders, elected to be taxes as an
S-Corporation, therefore, Federal and state taxable income and losses are
passed through to the stockholders.

Deferred tax assets and liabilities are and will be recognized in the event
of the S-Corporation status termination for the future tax consequence
attributable to difference between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases under the
assets and liabilities method of Financial Accounting Standards Statement
No. 109 ("SFAS 109"). Deferred assets and liabilities are measured using
differences expected to be recovered or settled. Under this SFAS 109, the
effect of deferred tax assets and liabilities of a change in tax rates is and
will be recognized in income in the period that includes the enactment date.

Use of Estimates -
The presentation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

- 69 -
<PAGE> 72

Statement of Cash Flows -
For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with a maturity of three months or less to be
cash equivalents.

Note 3 - MUTUAL FUND - CASH & MARKETABLE SECURITIES

The cash accounts and the marketable securities in a mutual fund and the
summary of income and gains or losses as of December 31, 1996, 1995, and
1994 and the years then ended are as follows:

<TABLE>
<CAPTION>
1996 1995 1994
---------------------------- ---------------------------- -----------------------------
Market Market Market
Shares Cost Value Shares Cost Value Shares Cost Value
---------- -------- -------- ---------- -------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Money Market Accounts
VMMR-Prime Portfolio 76,677.910 $ 76,678 $ 76,678 51,047.560 $ 51,048 $ 51,048 52,969.060 $ 52,969 $ 52,969
-------- -------- -------- -------- -------- --------
Marketable Investments
VFISF-Long Term Corporate 2,511.331 20,477 22,075 2,300.984 18,626 21,813 2,143.763 17,238 17,257
VMBF-Long Term Portfolio 593.783 6,289 6,502 561.499 5,938 6,227 530.885 5,613 5,245
VTMF-Balanced Portfolio 1,066.295 10,834 13,777 1,036.101 10,497 12,278 1,015.408 10,171 9,941
Wellesley Income Fund 201.695 3,754 4,137 184.963 3,418 3,781 172.009 3,167 2,933
Vanguard Wellington Fund 1,221.089 27,281 31,931 1,124.952 24,793 27,483 1,066.305 23,435 20,676
Vanguard Equity Income 269.915 3,626 4,945 252.393 3,312 4,212 240.185 3,124 3,067
Index-500 Portfolio 376.816 12,832 26,061 368.260 12,265 21,212 359.154 11,775 15,433
Vanguard Windsor II 218.496 3,795 5,207 202.942 3,429 4,193 190.897 3,185 3,020
Horizon Global Asset Allocation 553.912 5,583 5,866 509.444 5,115 5,334 0.000 0 0
Horizon Global Equity 515.911 5,201 6,108 501.841 5,035 5,284 0.000 0 0
Vanguard International Growth 264.191 3,609 4,349 252.533 3,423 3,793 224.237 3,040 3,012
Index-Extended Market 236.612 5,535 6,197 218.918 5,079 5,269 0.000 0 0
Vanguard Explorer Fund 757.207 29,965 40,760 715.559 27,747 35,742 658.721 24,954 28,233
-------- -------- -------- -------- -------- --------

Total Marketable Investments 138,781 177,915 128,677 156,621 105,702 108,817
-------- -------- -------- -------- -------- --------

Total Mutual Fund Investments $215,459 $254,593 $179,725 $207,669 $158,671 $161,786
======== ======== ======== ======== ======== ========
<CAPTION>
Current Accumulated Current Accumulated Current Accumulated
Year Year Year
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>

Unrealized Gain (Losses)
Accumulated $ 11,190 $ 39,134 $ 24,829 $ 27,944 $ (6,174) $ 3,115
-------- -------- -------- -------- -------- --------
Current Year
Realized Gains (Losses) - - -
-------- -------- -------- -------- -------- --------

Total Gain (Losses) 11,190 $ 39,134 24,829 $ 27,944 (6,174) $ 3,115
-------- ======== -------- ======== -------- ========

Investment Income
Ordinary income 7,501 6,835 4,322
Short-term capital gain 678 922 39
Long-term capital gain 4,323 2,444 1,913
Tax-exempt income 337 326 151
-------- -------- --------

Total investment income 12,839 10,527 6,425
-------- -------- --------

Total Investment Increase (Decrease) $ 24,029 $ 35,356 $ 251
======== ======== ========
</TABLE>

- 70 -
<PAGE> 73

Note 4 - RENT & RELATED PARTY TRANSACTIONS

The Company leases part of its office to First Lexington Trust Company, a
related party, and other entities under a renewable one year agreement,
which amounted to $15,500 per year for 1996, 1995 and 1994

The Company was reimbursed by First Lexington Trust Company for the use of
supplies, equipment and employees costs and benefits expended in connection
with the Company's operations which amounted to $66.000 for the year ended
December 31, 1996. In 1995, the Company received advisory fee revenue
amounting to $47,734 from First Lexington Trust Company for services rendered
on trusts maintained by First Lexington Trust. In 1994 and 1996, the fees
were received from the investments or trust sponsors.

Note 5 - CONTINGENCIES

The Company maintains bank accounts which periodically exceed the FDIC
guarantee limit during the years. As of December 31, 1996, 1995 and 1994 the
Company did not have any bank accounts which were in excess of the FDIC
limit.

Note 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 1996, 1995 and 1994.
FASB Statement No. 107, Disclosures About Fair Value of Financial
Instruments, defines the fair value of a financial instrument as the amount
at which the instrument could be exchanged in a current transaction between
willing parties.

<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995 December 31, 1994
----------------- ----------------- -----------------
Carrying Fair Carrying Fair Carrying Fair
CURRENT ASSETS Amount Value Amount Value Amount Value
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 76,678 $ 76,678 $ 51,048 $ 51,048 $ 52,969 $ 52,969
Accounts receivable 434,619 434,619 339,223 339,223 169,656 169,656
Notes receivable,
Current balances 41,375 41,375 - - - -
Marketable investments 177,915 177,915 156,621 156,621 108,817 108,817
Current liabilities 24,260 24,260 27,434 27,434 10,700 10,700
</TABLE>

The carrying amounts shown in the table are included in the balance sheet
under the indicated captions.

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:

Cash and cash equivalents, receivables. and current liabilities:
The carrying amounts approximate fair value because of the
short maturity of those instruments. Investments in money
market funds are treated as cash equivalents with maturity
under 90 days.

Marketable securities, investments, notes receivable and debt
obligations: The fair value of the Company's marketable
securities, investments and notes receivable are estimated
based on the quoted market price or interest rates for the
issue or similar issues. Long-term debt obligations are
estimated by discounting expected cash flows at the rates
currently offered to the Company for debt of the same
remaining maturities.

- 71 -
<PAGE> 74

To the Stockholders and Board of Directors
First Lexington Trust Company
3320 Tates Creek Road, Suite 101
Lexington, Kentucky

INDEPENDENT AUDITORS' REPORT
----------------------------

We have audited the balance sheet of First Lexington Trust Company as of
December 31, 1996 and the related statements of operations and retained
earnings, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit. The financial statements of First Lexington Trust Company as
of December 31, 1995 were audited by other auditors whose report dated
February 27, 1996 expressed an unqualified opinion on these statements.

In our opinion the financial statements referred to above present fairly, in
all material respects, the financial position of First Lexington Trust
Company as of December 31, 1996 and the results of its operations and its
cash flow for the year then ended in conformity with generally accepted
accounting principles.

/s/ Larry E. Nunn & Associates, L.L.C.

Columbus, Indiana
February 19, 1997

- 72 -
<PAGE> 75
<TABLE>
FIRST LEXINGTON TRUST COMPANY
BALANCE SHEET
December 31, 1996
-----------------
<CAPTION>
ASSETS
------
<S> <C> <C>
CURRENT ASSETS
Cash:
Bank $10,573
Mutual Fund money market 10,000
Mutual Fund Trust account 15,034
Brokerage money market 76,208 $ 111,815
-------

Accounts receivable:
Fee income 48,430
Mutual Fund Trust account 5,965 54,395
-------

Accrued interest income receivable 4,801
Prepaid expenses 3,424
----------
174,435
----------

INVESTMENT IN DEBT SECURITIES 802,970
----------

PROPERTY AND EQUIPMENT:
Office equipment 3,334
Software 45,392
----------
48,726
Less accumulated depreciation 10,768
----------
37,958
----------

OTHER ASSETS
Organization costs 9,000
----------

TOTAL ASSETS $1,024,363
==========

See accompanying notes and independent auditors' report.

- 73 -
<PAGE> 76

STATEMENT 1
<CAPTION>

LIABILITIES & STOCKHOLDERS' EQUITY
----------------------------------

<S> <C>
CURRENT LIABILITIES
Accounts payable, trade $ 8,604
Accrued advisory fees 4,253
Accrued income taxes 9,200
Deferred income 3,248
Deferred income taxes 15,653
----------
40,958

LONG-TERM LIABILITIES:
Deferred income taxes 2,387
----------

Total liabilities 43,345
----------

COMMITMENTS & CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value
10,000 shares authorized
8,295 shares issued and outstanding 8,295
Paid-in capital 821,705
----------

Total stock investment 830,000
Retained Earnings 151,018
----------

Total stockholders' equity 981,018
----------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $1,024,363
==========

See accompanying notes and independent auditors' report.
</TABLE>

- 74 -
<PAGE> 77

<TABLE>
STATEMENT 2
FIRST LEXINGTON TRUST COMPANY
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
December 31, 1996
-----------------

<S> <C> <C>
REVENUES:
Trustee fees $176,825 90.5%
Administration fees 12,341 6.3
Valuation system fees 2,000 1.0
Software maintenance fees 4,181 2.2
-------- -----

Total revenue 195,347 100.0
-------- -----

DIRECT SUPPLIER COSTS
Investment advisory fees 6,066 3.1
Plan administration fees 12,341 6.3
Software maintenance fees 4,181 2.1
Related party employee, supplies and
operating expenses reimbursed 66,000 33.8
-------- -----

Total supplier costs 88,588 45.3
-------- -----

TOTAL GROSS PROFIT 106,759 54.7
-------- -----

OPERATING EXPENSES:
Computer software expenses 2,237 1.1
Insurance 13,652 7.0
Legal & professional services 15,273 7.8
Depreciation 10,002 5.1
Office supplies & postage 497 0.3
Rent 5,000 2.6
Telephone 4,690 2.4
Publication & subscriptions 810 0.4
Property taxes 1,776 0.9
Licenses & fees 1,421 0.7
Other 41 0.1
-------- -----

Total operating expenses 55,399 28.4
-------- -----

INCOME FROM OPERATIONS 51,360 26.3
-------- -----
OTHER INCOME (EXPENSES)
Investment interest income 59,561 30.5
Capital gains and other income 163 0.1
-------- -----

INCOME BEFORE INCOME TAXES 111,084 56.9
-------- -----
INCOME TAXES:
Current 20,400 10.5
Deferred 9,600 4.9
-------- -----

NET INCOME 81,084 41.5%
=====
RETAINED EARNINGS, BEGINNING OF YEAR 69,934
--------

RETAINED EARNINGS, END OF YEAR 151,018
========

See accompanying notes and independent auditors' report.
</TABLE>

- 75 -
<PAGE> 78

<TABLE>
STATEMENT 3
FIRST LEXINGTON TRUST COMPANY
STATEMENT OF CASH FLOW
December 31, 1996
-----------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 81,084
Adjustments to reconcile net income to
net cash provided by operating activities:
Deferred income taxes 9,600
Depreciation 10,002
Amortization
Gain on sale of assets
(Increase) decrease in assets:
Accounts receivable (25,590)
Accrued interest income receivable 197
Prepaid expenses (1,054)
Increase (decrease) in liabilities;
Accounts payable, trade (20,114)
Accrued advisory fees (10,149)
Accrued income taxes (4,341)
Deferred income 2,172
--------

Net cash provided by (used in)
operating activities 41,807
--------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase for property & equipment (9,307)
Purchase of investments 103,339
Proceeds from the sale of investments (64,647)
--------

Net cash provided by (used in)
investing activities 29,385
--------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Long-term debt
Purchase of treasury stock
Proceeds from the sale of Company stock 1,000

Net cash provided by (used in)
financing activities 1,000
--------

NET INCREASE (DECREASE) IN CASH 72,192
CASH AT BEGINNING OF YEAR 39,623
--------

CASH AT END OF YEAR $111,815
========

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period - interest
- income taxes $ 24,741

See accompanying notes and independent auditors' report.

- 76 -
<PAGE> 79

FIRST LEXINGTON TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
-----------------

Note 1 - NATURE OF OPERATIONS

The Company, First Lexington Trust Company, incorporated in
March, 1994 is a non-bank affiliated trust company regulated by
the Department of Financial Institutions, Commonwealth of
Kentucky. The Company received its Trust Charter in March, 1994.
The majority of trust assets as of December 31, 1996 totaling
approximately $21.5 million are invested in no-load mutual funds
under the direction of the trust investment committee.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenues and Investment Advisory Fees -
-------------------------------------
The revenues representing trust and investment advisory fees as
well as the investment advisory fees earned by third party
advisors are recorded on the accrual basis. The fees earned by
the Company and paid to the sub advisors are based on established
fees schedules and contracts. The Company as the trustee has the
right to collect fees from the trust assets, thus collection of
the fees is reasonably certain.

Property and Equipment -
----------------------
Property and equipment are stated at cost. Depreciation is
computed on the straight-line method over the estimated useful
life of the assets for financial statement purposes.

Investments -
-----------
The investments designated as "Held to Maturity" are recorded at
cost and amortized over the period to maturity for the premium or
discount from par value under generally accepted accounting
principles. Other marketable investments are recorded and
adjusted to the fair market value as of the date of the financial
statements.

Organizational Costs -
--------------------
Costs relating to the organization of the Company have been
capitalized and are not being amortized for the financial
statement purposes.

Income Taxes -
------------
Deferred tax assets and liabilities are recognized for the future
tax consequence attributable to difference between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases under the assets and liabilities
method of Financial Accounting Standards Statement No. 109 ("SFAS
109"). Deferred assets and liabilities are measured using
differences expected to be recovered or settled. Under this SFAS
109, the effect of deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that
includes the enactment date.

- 77 -
<PAGE> 80

FIRST LEXINGTON TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
-----------------

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates -
----------------
The presentation of financial statements if conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

Statement of Cash Flows -
-----------------------
For purposes of the statement of cash flow, the Company considers
all highly liquid investments purchased with a maturity of three
months or less to be cash equivalents.

3 - INVESTMENTS IN DEBT SECURITIES

The Company is required by the Kentucky Department of Financial
Institutions to maintain a minimum of $800,000 capital while
trust assets under management do not exceed $100,000,000. When
trust assets under management exceed the $100,000,000, the
capital requirement will be increased by $350,000. It is the
Company's intention to hold the investments in debt securities to
conform with this requirement.

The marketable investments in debt securities are classified as
"Held to Maturity" and the amortized cost and fair market value
of the investments as of December 31, 1996 are as follows:

</TABLE>
<TABLE>
<CAPTION>
Maturity
Date Amortized Unrealized Market
Debt Security MO DY YR Face Value Cost Gain(loss) Value
------------- --------- ---------- --------- ---------- ------
Federal Home Loan Mortgage Corporation
<S> <C> <C> <C> <C> <C>
REMIC 1675-P 10 15 2023 $100,000 $ 94,313 $ (6,652) $ 87,661
REMIC 1646-N 03 15 2023 200,000 189,355 (2,697) 186,658
REMIC 1681-B 11 15 2023 220,000 211,465 (2,551) 208,914

Federal National Mortgage Association
REMIC 94-23-0 10 25 2007 97,000 89,005 490 89,495
Note 03 06 2006 70,000 70,325 (1,225) 69,100

Federal Home Loan Bank
Note 12 29 2003 25,000 24,487 (167) 24,320

U.S. Treasury
Note 02 28 1996 70,000 -- -- --
Note 02 28 1999 100,000 99,020 105 99,125

Tennessee Valley Authority
Subordinated Debenture 04 24 2002 25,000 25,000 -- 25,000
-------- -------- -------- --------

Totals $907,000 $802,970 $(12,697) $790,273
======== ======== ======== ========
</TABLE>

- 78 -
<PAGE> 81

FIRST LEXINGTON TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
-----------------

Note 4 - RELATED PARTY TRANSACTIONS

The Company leases its office space from Health Financial, Inc.,
a related party, under a renewable one year agreement, which
amounted to $5,000 for the year ended December 31, 1996.
Additionally, the Company reimburses Health Financial, Inc. for
the use of supplies, equipment and employees costs and benefits
expended in connection with the Company's operations which
amounted to $66,000 for the year ended December 31, 1996.

5 - DEFERRED INCOME TAX

As discussed in Note 2, the Company records income taxes in
accordance with SFAS 109. The Company reports revenue and
expenses on the cash basis while tax depreciation is deducted
using accelerated methods. Organizational costs being amortized
using the straight line method over 60 months. The deferred tax
liability in the financial statements as of December 31, 1996 is
as follows:

<TABLE>
<S> <C>
Deferred tax asset $ 1,040
Deferred tax liability 19,080
--------

Net Deferred tax asset (liability) $ 18,040
========
</TABLE>
The components of income tax expense for the year ended December
31, 1996 are as follows:

<TABLE>
<S> <C>
Current Income Tax
Federal $ 14,925
State and Local 5,475
--------

Total current 20,400
--------

Deferred Income Tax
Federal 7,025
State and Local 2,575
--------

Total deferred 9,600
--------

Total Income Tax $ 30,000
========
</TABLE>

- 79 -
<PAGE> 82

FIRST LEXINGTON TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
-----------------

Note 6 - CONTINGENCIES

The Company maintains bank accounts which periodically exceed the
FDIC guarantee limit during the year. At December 31, 1996 the
Company had bank accounts which were in excess of the FDIC limit
by approximately $16,440. The Company maintains a Trust Cash
Fund with a no load mutual fund for the deposit of funds for
customer investments and disbursement with the mutual fund. The
following represents the account as of December 31, 1996:

<TABLE>
<S> <C>
Total account balance $837,102
Due to customers or investment 822,068
--------
Company balance in fund $ 15,034
========
</TABLE>

7 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and estimated
fair values of the Corporation's financial instruments at
December 31, 1996. FASB Statement No. 107, Disclosures About
Fair Value of Financial Instruments, defines the fair value of a
financial instrument as the amount at which the instrument could
be exchanged in a current transaction between willing parties

<TABLE>
<CAPTION>
1996
-----------------------
Carrying Fair
Amount Value
--------- -----
<S> <C> <C>
Financial Assets
Cash and cash equivalents $118,815 $118,815
Receivables 56,196 56,196
Investments in debt securities 802,970 790,274
Current liabilities 40,958 40,958

</TABLE>

The carrying amounts shown in the table are included in
the balance sheet under the indicated captions.

The following methods and assumptions were used to estimate the
fair value of each class of financial instruments:

Cash and cash equivalents, receivables, and current
--------------------------------------------------
liabilities: The carrying amounts approximate fair
-----------
value because of the short maturity of those
instruments. Investments in money market funds are
treated as cash equivalents with maturity under 90
days.

- 80 -
<PAGE> 83

FIRST LEXINGTON TRUST COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
-----------------

Investments and debt obligations: The fair value of
--------------------------------
the Company's investments are estimated based on the
quoted market price for similar issues. Long-term
debt obligation is the estimate of borrowing required
to provide for the purchase of the various entities
planned purchase.

- 81 -
<PAGE> 84
[LETTERHEAD OF BARR - ANDERSON - ROBERTS]

First Lexington Trust
3320 Tates Creek Road, Suite 101
Lexington, Kentucky

Independent Auditor's Report
----------------------------

We have audited the accompanying balance sheets of First Lexington
Trust Company (a Corporation) as of December 31, 1995 and 1994, and the related
statements of income and retained earnings, and cash flows for the year ended
December 31, 1995 and for the ten month period ended December 31, 1994.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of First Lexington
Trust Company as of December 31, 1995 and 1994, and the results of its
operations and cash flows for the year ended December 31, 1995 and ten month
period ended December 31, 1994 in conformity with generally accepted
accounting principles.

/s/ Barr, Anderson & Roberts, P.S.C.

Barr, Anderson & Roberts, P.S.C.

Lexington, Kentucky
February 27, 1996

- 82 -
<PAGE> 85

<TABLE>
FIRST LEXINGTON TRUST COMPANY
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<CAPTION>

1995 1994
-------- --------

ASSETS
------

<S> <C> <C>
Current assets
Cash $ 39,623 $ 32,866
Accounts receivable 28,805 6,971
Accrued interest receivable 4,998 4,825
Prepaid insurance 2,370 2,232
-------- --------

Total current assets 75,796 46,894
-------- --------

Investments in debt securities - Note B 841,662 791,367
-------- --------

Equipment and software - Note A
Office equipment 3,334 3,334
Software 36,085 0
Accumulated depreciation (766) (234)
-------- --------

Net equipment and software 38,653 3,100
-------- --------

Organization costs - Note A 9,000 9,000
-------- --------

Total assets $965,111 $850,361
======== ========

<CAPTION>
The accompanying notes are an integral part of these
financial statements.

- 83 -
<PAGE> 86

FIRST LEXINGTON TRUST COMPANY
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
(CONTINUED)

1995 1994
-------- --------

LIABILITIES AND STOCKHOLDERS' EQUITY

<S> <C> <C>
Current liabilities
Accounts payable $ 28,718 $ 864
Accrued liabilities 14,402 2,500
Deferred income 1,076 1,346
Income taxes payable - Notes A and D 13,541 450
Deferred income taxes - Notes A and D 6,453 1,990
-------- --------

Total current liabilities 64,190 7,150

Deferred income taxes - Notes A and D 1,987 1,012
-------- --------

Total liabilities 66,177 8,162
-------- --------

Stockholders' equity
Common stock, $1.00 par value, 829,000 829,000
10,000 shares authorized and
8,290 shares issued and outstanding
Retained earnings 69,934 13,199
-------- --------

Total stockholders' equity 898,934 842,199
-------- --------

Total liabilities and
stockholders' equity $965,111 $850,361
======== ========

The accompanying notes are an integral part of these
financial statements.
</TABLE>

- 84 -
<PAGE> 87
<TABLE>
FIRST LEXINGTON TRUST COMPANY
STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE
TEN MONTH PERIOD ENDED DECEMBER 31, 1994
<CAPTION>

1995 % 1994 %
-------- --------
<S> <C> <C> <C> <C>
Revenues
Trustee and advisory fees $108,429 100.0 $ 15,266 100.0
-------- --------

Total revenues 108,429 100.0 15,266 100.0
-------- --------

Expenses
Investment advisory fees - Note C 55,701 51.4 0 0.0
Advertising and promotion 281 0.3 265 1.7
Insurance 10,562 9.7 7.943 52.0
Publications and subscriptions 238 0.2 9,838 64.4
Seminars and expositions 0 0.0 2,075 13.6
Professional fees 8,474 7.8 3,379 22.1
Plan administration fees 3,875 3.6 0 0.0
Taxes and licenses 2,668 2.5 0 0.0
Rent - Note C 5,000 4.6 5,000 32.8
Telephone 913 0.8 863 5.7
Office supplies 36 0.0 7,577 49.6
Commissions 6 0.0 18 0.1
Depreciation - Note A 532 0.5 234 1.5
-------- --------

Total expenses 88,286 81.4 37,192 243.6
-------- --------

Net income (loss) from operations 20,143 (21,926)

Other revenues
Interest income 55,946 51.6 38,577 252.7
-------- --------

Net income before income taxes 76,089 70.2 16,651 109.1
Income taxes - Notes A and D 19,354 17.8 3,452 22.6
-------- --------

Net income 56,735 52.3 13,199 86.5
Beginning retained earnings 13,199 0
-------- --------

Ending retained earnings $ 69,934 $ 13,199
======== ========

The accompanying notes are an integral part of these financial statements.

- 85 -
<PAGE> 88

First Lexington Trust Company
Notes to Financial Statements

Note A - Summary of Significant Accounting Policies
- ---------------------------------------------------

Business Activity - The Company is a non-bank affiliated trust
-----------------
company regulated by the Department of Financial Institutions,
Commonwealth of Kentucky. The Company manages trust assets of
approximately $11.2 and $4.1 million as of December 31, 1995 and 1994,
respectively. The majority of the trust assets, over ninety five
percent (95%), are invested in no-load mutual funds under the direction
of the trust investment committee. Fees are charged based on the
Company's fee schedule. These fees are recorded on the accrual basis.
The trustee has the right to collect fees from trust assets, thus
collection of fees is reasonably certain.

Equipment and Software - Equipment and software are carried at
----------------------
cost. Depreciation of equipment is provided using the straight-line
method for financial reporting purposes at rates based on estimated
useful lives. Depreciation is computed for federal income tax purposes
using the modified accelerated cost recovery system. Amortization of
software will begin when placed in service during 1996.

Organization Costs - Costs relating to the organization of the
------------------
Company have been capitalized and are being amortized using the
straight-line method over a sixty month period for income tax purposes.

Income Taxes - Deferred tax assets and liabilities are
------------
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases under the asset and liability method of
Statement 109. Deferred tax assets and liabilities are measured using
differences expected to be recovered or settled. Under Statement 109,
the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment
date.

Note B - Investments in Debt Securities
- ---------------------------------------

The Company is required by the Kentucky Department of Financial
Institutions to maintain a minimum of $800,000 capital while trust assets
under management do not exceed $100,000,000. When trust assets under
management exceed $100,000,000 the capital requirement will be increased by
$350,000. It is the Company's intention to hold the investments in debt
securities to conform with this requirement.

- 86 -
<PAGE> 89
First Lexington Trust Company
Notes to Financial Statements

Note B - Investments in Debt Securities (Continued)
- --------------------------------------------------

The marketable debt securities are classified as "Held to Maturity". The
amortized cost and fair value of the investments as of December 31, 1995 and
1994, are as follows:

</TABLE>
<TABLE>
1995
----
<CAPTION>

Due to Amortized Unrealized
Debt Security Mature Cost Gain(Loss) Fair Value
- --------------------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Federal Home Loan
Mortgage Corporation 10/15/23 $ 94,241 $(2,031) $ 92,210
Federal Home Loan
Mortgage Corporation 03/15/23 189,219 1,957 191,176
Federal Home Loan
Mortgage Corporation 11/15/23 211,364 8,475 219,839
Federal Home Loan
Mortgage Corporation 12/29/03 24,427 370 24,797
Federal National
Mortgage Association 10/25/97 88,812 3,376 92,188
U. S. Treasury Notes 02/29/96 69,869 65 69,934
U. S. Treasury Notes 02/28/99 98,730 1,926 100,656
General Electric
Capital Corporation 12/08/06 40,000 1,190 41,190
Toyota Motor Credit
Corporation 04/24/02 25,000 319 25,319
-------- ------- --------

Total $841,662 $15,647 $857,309
======== ======= ========
</TABLE>

Due to Amortized Unrealized
Debt Security Mature Cost Gain(Loss) Fair Value
- --------------------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Federal Home Loan
Mortgage Corporation 10/15/23 $ 94,175 ($18,068) $ 76,107
Federal Home Loan
Mortgage Corporation 03/15/23 189,093 (24,321) 164,772
Federal Home Loan
Mortgage Corporation 11/15/23 211,270 (26,934) 184,336
Federal National
Mortgage Association 10/25/07 88,630 (8,689) 79,941
U. S. Treasury Notes 02/29/96 69,744 (1,888) 67,856
U. S. Treasury Notes 02/28/99 98,455 (6,611) 91,844
General Electric
Capital Corporation 12/08/06 40,000 (400) 39,600
-------- -------- --------- --------

Total $791,367 ($86,911) $704,456
======== ======== ========
</TABLE>

- 87 -
<PAGE> 90

First Lexington Trust Company
Notes to Financial Statements

Note C - Related Party Transactions
- -----------------------------------

Lease - The Company leases office space from Health Financial, Inc.,
-----
a related party, under renewable one year agreements. Rent expense under this
lease was $5,000 for 1995 and 1994.

Investment Advisory Fees - There were no advisory fees incurred in
------------------------
1994. The Company incurred investment advisory fees to the following related
parties in 1995:
<TABLE>
<S> <C>
Health Financial, Inc. $47,734
Protrust Capital 5,184
Commonwealth Investment Services 1,556
Non-related party 1,227
-------

Total $55,701
</TABLE> =======

Note D - Income Taxes
- ---------------------

As discussed in Note A, the Company records income taxes in accordance
with Statement 109. The net deferred tax liability in the accompanying
balance sheet includes the following amounts of deferred tax assets and
liabilities:
<TABLE>
<CAPTION>
1995 1994
------- ------
<S> <C> <C>
Deferred tax asset $ 5,779 $1,024
Deferred tax liability 14,239 4,026
------- ------

Net deferred tax liability $ 8,440 $3,002
======= ======
</TABLE>

The deferred tax liability results from the use of accelerated methods
of depreciation which reduce the tax basis of equipment, payables and
receivables not recognized in the current year for tax purposes, and prepaid
insurance fully deducted for tax purposes. The deferred tax asset results
from unearned revenue included in income for tax purposes.

The components of income tax expense are as follows:

<TABLE>
<CAPTION>
Current Deferred Total
--------------- ---------------- -----------------
1995 1994 1995 1994 1995 1994
------- ----- ------ ------ -------- -------
<S> <C> <C> <C> <C> <C> <C>
U. S. Federal $11,190 $450 $4,013 $2,047 $15,203 $2,497
State and local 2,726 0 1,425 955 4,151 55
------- ---- ------ ------ ------- ------

Total $13,916 $450 $5,438 $3,002 $19,354 $3,452
======= ==== ====== ====== ======= ======
</TABLE>

- 88 -
<PAGE> 91
To the Board of Directors and
Stockholder of Vintage Advisers, Inc.

INDEPENDENT AUDITORS' REPORT
----------------------------

We have audited the accompanying statements of financial condition of Vintage
Advisers, Inc. as of November 30, 1996 and 1995, and the related statements
of operations, changes in stockholders' equity and cash flows for the years
then ended. These financial statements are the responsibility of Vintage's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Vintage Advisers as of November 30, 1996
and 1995, and the results of its operations, changes in stockholders' equity
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/ Larry E. Nunn & Associates, L.L.C.

Columbus, Indiana
January 24, 1997

- 89 -
<PAGE> 92
<TABLE>
VINTAGE ADVISERS, INC.
STATEMENTS OF FINANCIAL CONDITION
For the Three Months Ended February 28, 1997 (Unaudited) and
For the Years Ended November 30, 1996 and 1995
----------------------------------------------

ASSETS
------
<CAPTION>
November 30,
February 28, --------------------------------
1997 1996 1995
------------ -------- --------
(Unaudited)
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 25,631 $ 27,123 $ 3,135
Investment in affiliated
mutual fund (cost approximates market) 54,793 40,023 86,280
Receivable from affiliated mutual funds 35,555 23,585 15,864
Other receivables 5,000 30,000 --
Prepaid insurance 6,046 1,100 --
-------- -------- --------

Total current assets 127,025 121,831 105,279
-------- -------- --------

OTHER ASSETS
Organization cost, net of $90,896, $79,783 and
$26,594, respectively, accumulated amortization 175,049 186,162 239,351
Deferred development cost, net of $8,736, $0 and
$0, respectively, accumulated depreciation 305,764 314,500 --
-------- -------- --------

Total other assets 480,813 500,662 239,351
-------- -------- --------

TOTAL ASSETS $607,838 $622,493 $344,630
======== ======== ========

- 90 -
<PAGE> 93
<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
November 30,
February 28, ---------------------------------
1997 1996 1995
------------ --------- ---------
(Unaudited)
<S> <C> <C> <C>
CURRENT LIABILITIES
Loan payable to stockholder $ 10,000 $ 10,000 $ 10,000
Loan payable to stockholder 75,000 75,000 75,000
Loan payable to stockholder 50,000 50,000 --
Payable to affiliated companies 127,714 117,177 98,103
Accounts payable and accrued liabilities 279,701 272,493 8,962
--------- --------- ---------

Total current liabilities 542,415 524,670 192,065
--------- --------- ---------

TOTAL LIABILITIES 542,415 524,670 192,065
--------- --------- ---------

CONTINGENCIES AND COMMITMENTS

STOCKHOLDERS' EQUITY

Common stock, par value, $.01 per share,
100,000 shares authorized 300 300 252
Paid-in capital 599,700 599,700 199,748
Retained earnings (deficit) (476,094) (446,423) (47,435)
Unrealized (loss) on securities (58,483) (55,754) --
--------- --------- ---------

Total stockholders' equity 65,423 97,823 152,565
--------- --------- ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 607,838 $ 622,493 $ 344,630
========= ========= =========

See accompanying notes and independent auditors' report.
</TABLE>

- 91 -
<PAGE> 94

<TABLE>
VINTAGE ADVISERS, INC.
STATEMENTS OF OPERATIONS
Three Months Ended February 28/29, 1997 and 1996 (Unaudited)
and Years Ended November 30, 1996 and 1995
------------------------------------------
<CAPTION>

February 28/29, November 30,
----------------------- ---------------------------------
1997 1996 1996 1995
-------- -------- --------- --------
<S> <C> <C> <C> <C>
REVENUE:
Investment adviser fees
from affiliated companies $ 82,572 $ 46,635 $ 248,090 $ 27,207
Miscellaneous income -- -- 100 --
Interest income 128 17 64 811
-------- -------- --------- --------

Total revenue 82,700 46,652 248,254 28,018
-------- -------- --------- --------

COST OF SALES:
Reimbursement -- (5,717) (65,560) (24,922)
-------- -------- --------- --------

Total cost of sales -- (5,717) (65,560) (24,922)
-------- -------- --------- -------

Gross profit 82,700 40,935 182,694 3,096
-------- -------- --------- -------

EXPENSES:
Wages and payroll taxes 45,403 3,335 181,835 --
Professional fees 10,823 12,474 92,263 6,827
Printing, brochures, marketing expenses -- -- 13,854 3,209
Telephone -- 941 2,549 199
Courier 50 65 276 108
License fees -- -- 565 290
Insurance 1,655 -- 5,501 --
Taxes 1,367 1,119 3,705 387
Travel and entertainment 6,238 4,018 20,536 7,122
Interest expense 3,412 3,262 14,119 5,450
Amortization 19,849 13,297 53,189 26,594
Equipment -- 1,744 3,909 --
Office supplies -- 213 386 --
All other 23,574 5,993 185,642 371
-------- -------- --------- --------

Total expenses 112,371 46,461 578,329 50,557
-------- -------- --------- --------

Income from operations
before gain (loss) on securities (29,671) (5,526) (395,635) (47,461)

Realized gain (loss) on securities -- -- (3,353) --
Unrealized gain (loss) on securities (2,729) (12,303)
-------- -------- --------- --------

NET INCOME (LOSS) $(32,400) $(17,829) $(398,988) $(47,435)
======== ======== ========= ========

See accompanying notes and independent auditors' report.
</TABLE>

- 92 -
<PAGE> 95

<TABLE>
VINTAGE ADVISERS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Three Months Ended February 28, 1997 (Unaudited)
and Years Ended November 30, 1996 and 1995
------------------------------------------
<CAPTION>

Common
Stock Common Paid-in Retained
Shares Stock Capital Deficit Total
------ ------ ------- -------- --------
<S> <C> <C> <C> <C> <C>
Initial Incorporation 20,000 $ 200 $ 1,800 $ -- $ 2,000

Unified Holdings, Inc.
Investment 5,244 52 197,948 -- 198,000

Net income (loss) -- -- -- (47,435) (47,435)
------ ----- -------- --------- ---------

Balance, Nov. 30, 1995 25,244 252 199,748 (47,435) 152,565

Unified Holdings, Inc.
Investment 4,756 48 399,952 -- 400,000

Unrealized gain (loss)
on securities -- -- -- (55,754) (55,754)

Net income (loss) -- -- -- (398,988) (398,988)
------ ----- -------- --------- ---------

Balance, Nov. 30, 1996 30,000 300 $599,700 $(502,177) $ 97,823

Unified Holdings, Inc.
Investment

Unrealized gain (loss)
on securities -- -- -- (2,729) (2,729)

Net income (loss) -- -- -- (29,671) (29,671)
------ ----- -------- --------- ---------

Balance, February 28, 1997
(Unaudited) 30,000 300 $599,700 $(534,577) $ 65,423
====== ===== ======== ========= =========

See accompanying notes and independent auditors' report.
</TABLE>

- 93 -
<PAGE> 96
<TABLE>
VINTAGE ADVISERS, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended February 28/29, 1997 and 1996 (Unaudited)
and Years Ended November 30, 1996 and 1995
------------------------------------------
<CAPTION>

February 28/29, November 30,
----------------------- ---------------------------------
1997 1996 1996 1995
-------- -------- --------- ---------
(Unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME (LOSS) $(32,400) $(17,829) $(398,988) $ (47,435)
Adjustment to reconcile net income
to net cash provided (used) in
operating activities:
Amortization 19,849 13,297 53,189 26,594
Loss on sale of securities -- -- 3,353 --
(Increase) decrease in operating assets:
Prepaid insurance (4,946) -- (1,100)
Receivable from affiliated mutual fund (11,970) -- (7,721) (15,864)
Receivable from other 25,000 (14,242) (30,000)
Increase (decrease) in liabilities:
Payable to affiliated companies 10,537 -- 84,962 98,103
Accounts payable and accrued liabilities 7,208 (52,338) 263,531 8,962
-------- -------- --------- ---------

Net cash (used)
provided by operating activities 16,007 (58,809) (32,774) 70,360
-------- -------- --------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Organization cost -- -- -- (265,945)
Deferred development cost -- -- (314,500) --
Investment in affiliated mutual funds (17,499) (7,749) (12,850) (86,280)
-------- -------- --------- ---------

Net cash used by investing activities (17,499) (32,749) (327,350) (352,225)
-------- -------- --------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Loan proceeds -- 90,888 -- 85,000
Repayment of loan to Unified Holdings, Inc. -- -- (15,888) --
Issuance of common stock -- -- 400,000 200,000
-------- -------- --------- ---------

Net cash
provided by financing activities -- 90,888 384,112 285,000
-------- -------- --------- ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS (1,492) (670) 23,988 3,135
CASH AND CASH EQUIVALENTS, Beginning of year 27,123 3,135 3,135 --
-------- -------- --------- ---------

CASH AND CASH EQUIVALENTS, End of year $ 25,631 $ 2,465 $ 27,123 $ 3,135
======== ======== ========= =========

NON-CASH ITEMS:
During 1996, reclass of accounts payable to loan
payable to Unified Holdings, Inc. $65,888

Operating activities reflect cash paid for:
- Interest $ 3,412 $ 3,262 $ 14,119 $ 5,450
-------- -------- --------- ---------

See accompanying notes and independent auditors' report.
</TABLE>

- 94 -
<PAGE> 97

VINTAGE ADVISERS, INC.
NOTES TO FINANCIAL STATEMENTS
November 30, 1996 and 1995
--------------------------

Note 1 - ORGANIZATION AND CAPITALIZATION

Vintage Advisers, Inc. (the "Company"), was incorporated in
Delaware on December 12, 1994 and registered to do business in
Indiana for the purpose of being the Adviser to the Vintage Mutual
Funds (the "Funds"). The Company is a registered investment
advisor under the Investment Advisers Act of 1940.

Since incorporation, the Company authorized an increase in the
capitalization of the Company from 1,000 shares to 100,000 shares
and declared a 100 to 1 stock split on outstanding shares.

On November 30, 1995, Unified Holdings, Inc. subscribed to invest
$198,000 for 5,244 shares of common stock. This transaction was
completed in December 1995. On October 22, 1996, Unified
Holdings, Inc. invested $400,000 for 4,756 shares of common stock.

The Company instituted a Management and Employee Retention Plan
(the "Plan") and authorized that 60,000 common shares of the
Company fund the plan. The shares have not been registered under
the Securities Act of 1933 nor under the Securities laws of any
state and have been issued under exemptions that depend, in part,
on the intent of the stockholder not to sell or transfer such
shares in any manner not permitted by such laws. Of the 60,000
common shares held in trust, 25,760 shares have been designated.
The Plan shares shall be granted to the recipient (1) at the time
that the Plan Shares are registered under the Securities Act of
1933 or the 1934 Act: or, (2) if such Plan Shares have not been
registered by January 1, 2000, the Plan Shares subject to the
award shall be earned by the Employee at the rate of twenty
percent as of each January 1 following subject to a cross purchase
agreement. The Company applies APB Opinion 25 and related
interpretations in accounting for this plan, accordingly, no
compensation cost has been recognized. Had compensation cost been
determined, based on the fair market value at the grant dates of
the awards under this plan consistent with the method of FASB
Statement 123, the Company's net income (loss) would be reduced to
the proforma amounts indicated:

<TABLE>
<CAPTION>
Year Ended Year Ended
November 30, 1996 November 30, 1995
----------------- -----------------
<S> <C> <C>
Net income (loss),
as reported $(398,988) $(47,435)
Proforma $(406,693) $(55,140)
</TABLE>

The Company authorized 10,000 common shares for an option to a
significant stockholder for the V.O.I.C.E. (tm) program. This
option has not been issued as of November 30, 1996.

- 95 -
<PAGE> 98

VINTAGE ADVISERS, INC.
NOTES TO FINANCIAL STATEMENTS
November 30, 1996 and 1995
--------------------------

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash Equivalents -
----------------
Investments in Affiliated Money Market mutual funds are treated
as cash equivalents with maturity under 90 days.

Securities Owned -
----------------
Investments in mutual funds are valued at their respective net
asset value and recorded on a trade date basis. The Company
considers these as short-term investments in its operations.

Fees -
----
The Company provides investment advisory services to the Vintage
mutual funds and records revenue on the accrual basis of
accounting.

Organization and Development Costs -
----------------------------------
The organizational costs for the Company were capitalized and
will be charged to earnings over a sixty-month period on a
straight-line basis. These costs were an integral part of the
process of organizing the Company and various fees and expenses
of the funds which will benefit future periods. The development
costs for the Company were capitalized and will be charged to
earnings over a one hundred and twenty month period on a
straight-line basis.

Use of Estimates -
----------------
The presentation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Cash Flows -
----------
For purposes of the statement of cash flows, the Company
considers all liquid investments with an original maturity of
three months or less to be cash equivalents. Cash equivalents
included money market investments of $1,620 for 1996 and $1,556
for 1995 which are not insured by the FDIC.

Income Taxes -
------------
The Company has adopted Statement of Financial Accounting
Standards NO. 109 ("SFAS 109") accounting for income taxes. The
statement requires use of the liability method of accounting for
deferred income taxes.

- 96 -
<PAGE> 99

VINTAGE ADVISERS, INC.
NOTES TO FINANCIAL STATEMENTS
November 30, 1996 and 1995
--------------------------

Note 3 - LOANS PAYABLE

The Company has borrowed from three of the principal stockholders
on a demand basis during 1996 and 1995. The Company provides
interest at prime plus two percent (2%). Interest is paid
periodically until the loan is repaid.

4 - TRANSACTIONS WITH RELATED PARTIES

The Company provides investment advisory and affiliated companies
provide administrative services to the Vintage Mutual funds.
Fees for such services are based on the net assets under
management for each fund in accordance with the terms of the
respective fund prospectus. Such fees may be limited by
regulatory or Prospectus expense limitations.

During December 1995, the Company has committed to repay the
Funds for the initial registration and organization cost of the
funds which were $65,888. During October 1996, the Company
reimbursed the Funds $84,717. Under the agreement, the Company
is obligated to repay the funds to the extent of fees earned for
the annual fiscal year expenses incurred by the funds are in
excess of expense limits imposed by securities laws and
regulations. The following is a summary of these transactions:

<TABLE>
<CAPTION>
December 1, 1995 September 1, 1995
to November 30, 1996 to November 30, 1995
-------------------- --------------------
<S> <C> <C>
Fees earned $248,090 $ 27,207
Funds excess expenses 65,560 24,922
-------- --------

Total $182,530 $ 2,285
======== ========
</TABLE>

The funds excess expenses could increase or decrease based upon
the actual expenses of the funds for their fiscal year, which
ended on September 30, 1996.

Management and administrative services are provided by an
affiliated Company, Unified Holdings, Inc. and its subsidiaries
as the Company does not currently have paid employees through
November 30, 1995.

During fiscal 1995, the Company was invoiced $198,000 for various
services included in the funds registration and organization cost
and $13,915 for expenses and organization cost. During fiscal
1996, the Company was invoiced $500,000 for expenses incurred of
which $314,500 was capitalized as a deferred development cost.
At November 30, 1996 and 1995, the Company owed $115,856 and
$4,160 to this affiliated Company, respectively.

- 97 -
<PAGE> 100

VINTAGE ADVISERS, INC.
NOTES TO FINANCIAL STATEMENTS
November 30, 1996 and 1995
--------------------------

Note 5 - PROVISION FOR INCOME TAXES

During two years of operations, the Company has incurred taxable
losses. No tax benefit has been reflected in accordance with the
Financial Accounting Standards Board Statement No. 96, Accounting
for Income Taxes (SFAS 96). The Company does not expect a
material impact on the Company's results of operations because of
the tax benefit.

6 - COMMITMENTS

Vintage Advisers, Inc. has an obligation with the Vintage mutual
funds to provide the Company's V.O.I.C.E. (tm) program. This
program will cause the Company to pay twenty-five basis points to
approved designated charitable organizations on behalf of each
stockholder of the Vintage funds which have invested an average
of twenty-five thousand dollars or more quarterly. The payment
will be quarterly.

During 1996, the Company has licensed the V.O.I.C.E. (tm) program
to a regional bank. This Agreement should provide future
on-going revenue.

7 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and estimated
fair values of the Corporation's financial instruments at
November 30, 1996 and 1995. FASB Statement No. 107, Disclosures
About Fair Value of Financial Instruments, defines the fair value
of a financial instrument as the amount at which the instrument
could be exchanged in a current transaction between willing
parties.
<TABLE>
<CAPTION>
1996 1995
-------------------- --------------------
Carrying Fair Carrying Fair
($ in thousands) Amount Value Amount Value
-------- ------- -------- -----
<S> <C> <C> <C> <C>
Financial assets
Cash and
cash equivalents $ 27.1 $ 27.1 $ 3.1 $ 3.1
Receivables 53.5 53.5 15.8 15.8
Investments 40.0 40.0 86.2 86.2

Financial liabilities
Payables
(trade) (272.4) (272.4) 8.9 8.9
(affiliated
company) 117.2 117.2 (98.1) (98.1)
</TABLE>

- 98 -
<PAGE> 101

VINTAGE ADVISERS, INC.
NOTES TO FINANCIAL STATEMENTS
November 30, 1996 and 1995
--------------------------

Note 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

The carrying amounts shown in the table are included in the
statement of financial condition under the indicated captions.

The following methods and assumptions were used to estimate the
fair value of each class of financial instruments:

Cash, receivables, and payables: The carrying amounts
-------------------------------
approximate fair value because of the short maturity of
those instruments.

Investments: The carrying amounts have been adjusted to
-----------
fair value according to the daily NAV prices at the close
of the markets on November 30 for each respective year.

-99 -
<PAGE> 102
<TABLE>
HEALTH FINANCIAL, INC.

BALANCE SHEET

March 31, 1997
(Unaudited)
<CAPTION>

ASSETS
- ------
<S> <C>
CURRENT ASSETS
Cash:
Bank $ 28,445
Mutual Fund money market 75,678
--------
Accounts receivable:
Trade 317,699
Other 4,755
--------
Marketable investments 177,915
Notes receivable, Current balances 28,851
--------
633,343

INVESTMENTS IN DEBT SECURITIES 0
--------
PROPERTY AND EQUIPMENT:
Land 20,252
Building & signs 121,154
Office equipment & furniture 111,284
--------
252,690
Less accumulated depreciation 55,002
--------
197,680
--------
OTHER ASSETS
Notes receivable, net of Current maturities 11,262

TOTAL ASSETS $842,293
========

See accompanying notes and independent auditors' report

- 100 -
<PAGE> 103

<CAPTION>
LIABILITIES & STOCKHOLDERS' EQUITY
- ----------------------------------
<S> <C>
CURRENT LIABILITIES:
Accounts payable, trade 20,347
Accrued property and franchise taxes 3,000
Accrued local taxes 1,653
Accrued income taxes 0
--------
25,000
LONG-TERM LIABILITIES:
Deferred income taxes 0
--------
Total liabilities 25,000
--------
COMMITMENTS & CONTINGENCIES

STOCKHOLDERS' EQUITY
Loan on stock, $1.00 par value
10,000-shares authorized
8,295 shares issued and outstanding 9,300
Paid-in capital 46,510
--------
Total stock investment 55,810
Retained Earnings 761,483
--------
Total stockholders' equity 817,293
--------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $842,293
========

See accompanying notes and independent auditors' report
</TABLE>

- 101 -
<PAGE> 104

<TABLE>
HEALTH FINANCIAL, INC.

STATEMENTS OF OPERATIONS

Three Months ended March 31, 1997 and 1996
(Unaudited)
<CAPTION>
1997 1996
--------- --------
<S> <C> <C>
REVENUES:
Advisory Fees $ 348,547 $383,502
Administration fee reimbursement 300 --
Rental income -- --
Other 246 20,381
--------- --------
Total revenue 349,093 403,883

DIRECT SUPPLIER COSTS
Investment advisory fees 10,202 12,493
Administration fees -- 1,831
Regulatory fees -- --
--------- --------
Total supplier costs 10,202 14,324
--------- --------
Total operating profit 338,891 389,559
--------- --------
OPERATING EXPENSES:
Personnel salaries & wages 415,960 337,300
Payroll taxes 10,000 7,531
Pension expense 10,000 8,000
Depreciation 111,250 4,420
Office supplies 71,805 6,591
Postage 1,461 1,496
Telephone 869 946
Insurance 3,695 2,653
Travel -- --
Publication & subscriptions 1,500 1,500
Legal & professional services 7,125 777
Property taxes 400 200
Real estate maintenance and
association fees 634 128
Licenses & fees 220 --
Contributions -- --
Other 359 5,932
--------- --------
Total operating expenses 471,287 377,473
--------- --------
Income from operations (132,396) 12,086

OTHER INCOME (EXPENSES)
Investment income 950 6,516
Capital gains and interest income 23,500 --
--------- --------
INCOME BEFORE INCOME
TAXES (107,946) 18,602
INCOME TAXES: -- --
--------- --------
NET INCOME (107,946) 18,602
RETAINED EARNINGS,
BEGINNING OF YEAR 869,429 667,191
--------- --------
RETAINED EARNINGS,
END OF YEAR $ 761,483 $685,793
========= ========

See accompanying notes and independent auditors' report
</TABLE>

- 102 -
<PAGE> 105

<TABLE>
HEALTH FINANCIAL, INC.

STATEMENTS OF CASH FLOWS

Three Months ended March 31, 1997 and 1996
(Unaudited)
<CAPTION>
1997 1996
--------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $(107,946) $18,602
Adjustments to reconcile net income to net
cash provided by operating activities:
Deferred income taxes -- --
Depreciation 11,250 4,420
Amortization -- --
Gain on sale of assets -- --
(Increase) decrease in assets:
Accounts receivable 112,165 --
Marketable investments -- --
Notes receivable, Current balances 1,262 --
Increase (decrease) in liabilities:
Accounts payable, trade 720 --
Accrued property and franchise taxes 20 --
Accrued local taxes -- --
Accrued income taxes -- --
--------- -------
Net cash provided by (used in)
operating activities 17,471 23,022
--------- -------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase for property & equipment (16,386) --
Purchase of notes receivable -- --
Proceeds on note receivable -- --
--------- -------
Net cash provided by (used in)
investing activities (16,386) --
--------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt -- --
Proceeds from the sale of Company stock -- --
--------- -------
Net cash provided by (used in)
financing activities -- --
--------- -------
NET INCREASE (DECREASE) IN CASH 1,085 23,022
CASH AT BEGINNING OF YEAR 103,038 73,426
--------- -------
CASH AT END OF YEAR $ 104,123 $96,448
========= =======
SUPPLEMENTARY DISCLOSURES OF
CASH FLOW INFORMATION
Cash paid during period for - interests 0 0
- income taxes 0 0

See accompanying notes and independent auditors' report
</TABLE>

- 103 -
<PAGE> 106

HEALTH FINANCIAL, INC.

Note to Financial Statements

Three Months ended March 31, 1997
(Unaudited)

NOTE A -- BASIS OF PRESENTATION
The unaudited financial statements have been prepared in
accordance with generally accepted accounting principles
for interim financial information. Accordingly, they do
not include all of the information and footnotes required
by generally accepted accounting principles for complete
financial statements. In the opinion of management,
all adjustments considered necessary for a fair presentation
have been included.

- 104 -
<PAGE> 107
<TABLE>
FIRST LEXINGTON TRUST COMPANY

BALANCE SHEET

March 31, 1997
(Unaudited)
<CAPTION>
ASSETS
------

<S> <C>
CURRENT ASSETS
Cash:
Bank $ 10,520
Mutual Fund money market 10,000
Mutual Fund Trust account 15,034
Brokerage money market 64,208
----------
99,762
----------
Accounts receivable:
Fee income 60,430
Mutual Fund Trust account 6,000
----------
66,430
----------
Accrued interest income receivable 4,801
Prepaid expenses 3,424
----------
174,417
----------
INVESTMENT IN DEBT SECURITIES 802,970
----------
PROPERTY AND EQUIPMENT:
Office equipment 3,334
Software 45,392
----------
48,726
Less accumulated depreciation 12,768
----------
35,958
----------

OTHER ASSETS
Organization costs 9,000
----------

TOTAL ASSETS $1,022,345
==========

<CAPTION>
See accompanying notes and independent auditors' report.

- 105 -
<PAGE> 108

LIABILITIES & STOCKHOLDERS' EQUITY
----------------------------------

<S> <C>
CURRENT LIABILITIES
Accounts payable, trade 3,198
Accrued advisory fees 4,000
Accrued income taxes 2,465
Deferred income 3,248
Deferred income taxes 15,076
----------
27,987
LONG-TERM LIABILITIES:
Deferred income taxes 1,810
----------
Total liabilities 29,797
----------

COMMITMENTS & CONTINGENCIES --

STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value
10,000 shares authorized
8,295 shares issued and outstanding 8,295
Paid-in capital 821,705
----------
Total stock investment 830,000
Retained Earnings 162,548
----------
Total stockholders' equity 992,548
----------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $1,022,345
==========

</TABLE>

- 106 -
<PAGE> 109

<TABLE>
FIRST LEXINGTON TRUST COMPANY

STATEMENTS OF OPERATIONS

Three Months ended March 31, 1997 and 1996
(Unaudited)
<CAPTION>
1997 1996
-------- -------
<S> <C> <C>
REVENUES:
Trustee fees $ 59,481 $40,806
Administration fees 12,222 3,085
Valuation system fees -- --
Software maintenance fees 1,127 1,587
-------- -------
Total revenue 72,830 45,478
-------- -------
DIRECT SUPPLIER COSTS
Investment advisory fees 5,210 1,517
Plan administration fees 15,349 4,131
Software maintenance fees -- --
Related party employee, supplies and
operating expenses reimbursed 16,760 16,500
-------- -------
Total supplier costs 37,319 22,148
-------- -------
TOTAL GROSS PROFIT 35,511 23,330
-------- -------
OPERATING EXPENSES:
Computer software expenses -- --
Insurance 10,049 3,413
Legal & professional services 3,137 3,818
Depreciation 2,000 2,501
Office supplies & postage 1,374 --
Rent 1,875 1,250
Telephone 933 1,173
Property taxes 250 250
Licenses & fees 500 500
Other 1,203 944
-------- -------
Total operating expenses 21,321 13,849
-------- -------

INCOME FROM OPERATIONS 14,190 9,481
OTHER INCOME (EXPENSES)
Investment interest income 1,615 14,890
Capital gains and other income -- --
-------- -------
INCOME BEFORE INCOME TAXES 15,805 24,371
INCOME TAXES
Current 4,275 7,500
Deferred -- --
-------- -------
NET INCOME 11,530 16,871
RETAINED EARNINGS, BEGINNING OF YEAR 151,018 69,934
-------- -------
RETAINED EARNINGS, END OF YEAR $162,548 $86,805
======== =======

See accompanying notes and independent auditors' report.
</TABLE>

- 107 -
<PAGE> 110

<TABLE>
FIRST LEXINGTON TRUST COMPANY

STATEMENTS OF CASH FLOWS

Three Months ended March 31, 1997 and 1996
(Unaudited)
<CAPTION>
1997 1996
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 11,530 $16,871
Adjustments to reconcile net income to
net cash provided by operating activities:
Deferred income taxes (1,154) --
Depreciation 2,000 2,501
(Increase) decrease in assets:
Accounts receivable (12,035) --
Accrued interest income receivable -- --
Prepaid expenses -- --
Increase (decrease) in liabilities:
Accounts payable, trade (5,406) --
Accrued advisory fees (253) --
Accrued income taxes (6,735) --
Deferred income -- --
-------- -------
Net cash provided by (used in)
operating activities (12,053) 19,372

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase for property & equipment -- --
Purchase of investments -- --
Proceeds from the sale of investments -- --
-------- -------
Net cash provided by (used in)
investing activities -- --

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Long-term debt -- --
Purchase of treasury stock -- --
Proceeds from the sale of Company stock -- --
-------- -------
Net cash provided by (used in)
financing activities -- --
-------- -------

NET INCREASE (DECREASE) IN CASH (12,053) 19,372
CASH AT BEGINNING OF YEAR 111,815 39,623
-------- -------
CASH AT END OF YEAR $ 99,762 $58,995
======== =======
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period - interest -- --
- income taxes $ 6,735 --
======== =======

See accompanying notes and independent auditors' report.
</TABLE>

- 108 -
<PAGE> 111

FIRST LEXINGTON TRUST COMPANY

NOTE TO FINANCIAL STATEMENTS

Three Months ended March 31, 1997
(Unaudited)

NOTE A -- BASIS OF PRESENTATION
The unaudited financial statements have been prepared in
accordance with generally accepted accounting principles
for interim financial information. Accordingly, they
do not include all of the information and footnotes required
by generally accepted accounting principles for complete
financial statements. In the opinion of management,
all adjustments considered necessary for a fair
presentation have been included.

- 109 -
<PAGE> 112

PART III
--------

ITEM 1. INDEX TO EXHIBITS
-----------------

See Exhibit Index hereto.

ITEM 2. DESCRIPTION OF EXHIBITS
-----------------------

See Exhibit Index hereto.

- 110 -
<PAGE> 113

SIGNATURES
----------

In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.

UNIFIED HOLDINGS, INC.

By /s/ Timothy L. Ashburn
---------------------------------------------
Timothy L. Ashburn, Chairman of the Board and
Chief Executive Officer

- 111 -
<PAGE> 114

<TABLE>
EXHIBIT INDEX
<CAPTION>

Exhibit
Number Description Page
- ------- ----------- ----
<C> <S>
2.1 Agreement and Plan of Merger dated April 25, 1997 by and among
the Company, HFI Acquisition Corporation, Health Financial,
Inc. and Dr. Gregory W. Kasten.

2.2 Amended and Restated Agreement and Plan of Merger dated as of
April 25, 1997 by and among the Company, FLTC Acquisition
Corporation, First Lexington Trust Company and Dr. Gregory
W. Kasten.

2.3 Agreement and Plan of Merger dated as of May 8, 1997 by and
among the Company, VAI Acquisition Corporation, Vintage
Advisers, Inc. and Timothy L. Ashburn.

3.1 Certificate of Incorporation, as amended and currently in effect.

3.2 By-laws.

10.1 Unified Holdings, Inc. Management and Employee Retention Plan.

10.2 Unified Holdings, Inc. Restricted Stock Option Plan.

21.1 List of Subsidiaries.

27.1 Financial Data Schedule.

</TABLE>

- 112 -

<PAGE> 1

================================================================================

AGREEMENT AND PLAN OF MERGER

between

UNIFIED HOLDINGS, INC.,
a Delaware corporation

and

HFI ACQUISITION CORPORATION,
a Kentucky corporation, as Buyers,

and

HEALTH FINANCIAL, INC.,
a Kentucky corporation, as Seller

Dated April 25, 1997

================================================================================

<PAGE> 2
<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
<S> <C>
ARTICLE I
- ---------

THE MERGER. . . . . . . . . . . . . . . . . . . . . . 1
1.01. The Merger. . . . . . . . . . . . . . . . . . . . . . 1
1.02. Closing . . . . . . . . . . . . . . . . . . . . . . . 1
1.03. Effective Time. . . . . . . . . . . . . . . . . . . . 1
1.04. Additional Actions. . . . . . . . . . . . . . . . . . 2
1.05. Articles of Incorporation and Bylaws. . . . . . . . . 2
1.06. Boards of Directors and Officers. . . . . . . . . . . 2
1.07. Conversion of Securities. . . . . . . . . . . . . . . 2
1.08. Exchange Procedures . . . . . . . . . . . . . . . . . 3
1.09. Dissenting Shares . . . . . . . . . . . . . . . . . . 3
1.10. Closing of Stock Transfer Books . . . . . . . . . . . 4
1.11. Anti-Dilution Adjustments . . . . . . . . . . . . . . 4
1.12. Material Adverse Effect . . . . . . . . . . . . . . . 4

ARTICLE II
- ----------

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER . 5
2.01. Organization and Authority. . . . . . . . . . . . . . 5
2.02. Subsidiaries. . . . . . . . . . . . . . . . . . . . . 5
2.03. Capitalization. . . . . . . . . . . . . . . . . . . . 5
2.04. Authorization . . . . . . . . . . . . . . . . . . . . 5
2.05. Seller Financial Statements.. . . . . . . . . . . . . 7
2.06. Seller Reports. . . . . . . . . . . . . . . . . . . . 7
2.07. Title to and Condition of Assets. . . . . . . . . . . 7
2.08. Real Property . . . . . . . . . . . . . . . . . . . . 8
2.09. Taxes . . . . . . . . . . . . . . . . . . . . . . . . 8
2.10. Material Adverse Effect . . . . . . . . . . . . . . . 9
2.11. Loans, Commitments and Contracts. . . . . . . . . . . 9
2.12. Absence of Defaults . . . . . . . . . . . . . . . . . 10
2.13. Litigation and Other Proceedings. . . . . . . . . . . 10
2.14. Directors' and Officers' Insurance. . . . . . . . . . 10
2.15. Compliance with Laws. . . . . . . . . . . . . . . . . 11
2.16. Labor . . . . . . . . . . . . . . . . . . . . . . . . 12
2.17. Material Interests of Certain Persons . . . . . . . . 12
2.18. Employee Benefit Plans. . . . . . . . . . . . . . . . 12
2.19. Conduct of Seller to Date . . . . . . . . . . . . . . 13
2.20. Absence of Undisclosed Liabilities. . . . . . . . . . 14
2.21. Proxy Statement, Etc. . . . . . . . . . . . . . . . . 14
2.22. Registration Obligations. . . . . . . . . . . . . . . 15
2.23. Tax and Regulatory Matters. . . . . . . . . . . . . . 15
2.24. Intellectual Property; Patents; Trademarks;
Trade Names . . . . . . . . . . . . . . . . . . . . . 15
2.25. Bank Accounts . . . . . . . . . . . . . . . . . . . . 15
2.26. Transactions with Affiliates. . . . . . . . . . . . . 15
2.27. Brokers and Finders . . . . . . . . . . . . . . . . . 15
2.28. Accuracy of Information . . . . . . . . . . . . . . . 16

<PAGE> 3

ARTICLE III
- -----------

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYERS . 16
3.01. Organization and Authority. . . . . . . . . . . . . . 16
3.02. Capitalization of Unified . . . . . . . . . . . . . . 16
3.03. Authorization . . . . . . . . . . . . . . . . . . . . 17
3.04. Unified Financial Statements. . . . . . . . . . . . . 17
3.05. Unified Reports . . . . . . . . . . . . . . . . . . . 18
3.06. Material Adverse Effect . . . . . . . . . . . . . . . 18
3.07. Legal Proceedings or Other Adverse Facts. . . . . . . 18
3.08. Proxy Statement, Etc. . . . . . . . . . . . . . . . . 18
3.09. Brokers and Finders . . . . . . . . . . . . . . . . . 18
3.10. Accuracy of Information . . . . . . . . . . . . . . . 18

ARTICLE IV
- ----------

CONDUCT OF BUSINESSES PRIOR TO THE EFFECTIVE TIME . . 19
4.01. Conduct of Businesses Prior to the Effective
Time. . . . . . . . . . . . . . . . . . . . . . . . . 19
4.02. Forbearances of Seller. . . . . . . . . . . . . . . . 19
4.03. Forbearances of Buyers. . . . . . . . . . . . . . . . 20

ARTICLE V
- ---------

ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . 21
5.01. Access and Information. . . . . . . . . . . . . . . . 21
5.02. Registration Statement; Regulatory Matters. . . . . . 21
5.03. Shareholder Approval. . . . . . . . . . . . . . . . . 21
5.04. Current Information . . . . . . . . . . . . . . . . . 22
5.05. Environmental Reports . . . . . . . . . . . . . . . . 22
5.06. Agreements of Affiliates. . . . . . . . . . . . . . . 22
5.07. Expenses. . . . . . . . . . . . . . . . . . . . . . . 22
5.08. Miscellaneous Agreements. . . . . . . . . . . . . . . 22
5.09. Employee Agreements and Benefits. . . . . . . . . . . 23
5.10. Press Releases. . . . . . . . . . . . . . . . . . . . 23
5.11. State Takeover Statutes . . . . . . . . . . . . . . . 23
5.12. Directors' and Officers' Indemnification. . . . . . . 24
5.13. Tax Opinion Certificates. . . . . . . . . . . . . . . 24

ARTICLE VI
- ----------

CONDITIONS. . . . . . . . . . . . . . . . . . . . . . 24
6.01. Conditions to Each Party's Obligation to Effect
the Merger. . . . . . . . . . . . . . . . . . . . . . 24
6.02. Conditions to Obligations of Seller to Effect
the Merger. . . . . . . . . . . . . . . . . . . . . . 25
6.03. Conditions to Obligations of Buyers to Effect
the Merger. . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE VII
- -----------

TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . 26
7.01. Termination . . . . . . . . . . . . . . . . . . . . . 26
7.02. Effect of Termination . . . . . . . . . . . . . . . . 27
7.03. Amendment . . . . . . . . . . . . . . . . . . . . . . 27
7.04. Waiver. . . . . . . . . . . . . . . . . . . . . . . . 27

- ii -
<PAGE> 4

ARTICLE VIII
- ------------

INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 27
8.01. Indemnification of Buyers . . . . . . . . . . . . . . 27
8.02. Indemnification of Shareholder. . . . . . . . . . . . 29
8.03. Payment of Claims for Indemnification . . . . . . . . 29
8.03. Survival of Indemnification . . . . . . . . . . . . . 29

ARTICLE IX
- ----------

GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . 30
9.01. Non-Survival of Representations, Warranties and
Agreements. . . . . . . . . . . . . . . . . . . . . . 30
9.02. No Assignment; Successors and Assigns . . . . . . . . 30
9.03. No Implied Waiver . . . . . . . . . . . . . . . . . . 30
9.04. Headings. . . . . . . . . . . . . . . . . . . . . . . 30
9.05. Entire Agreement. . . . . . . . . . . . . . . . . . . 30
9.06. Counterparts. . . . . . . . . . . . . . . . . . . . . 31
9.07. Notices . . . . . . . . . . . . . . . . . . . . . . . 31
9.08. Severability. . . . . . . . . . . . . . . . . . . . . 31
9.09. Governing Law . . . . . . . . . . . . . . . . . . . . 32

</TABLE>

LIST OF EXHIBITS

Exhibit A Shareholder Tax Certificate
Exhibit B Officer/Director Tax Certificate
Exhibit C Form of Opinion of Counsel of Buyer
Exhibit D Form of Opinion of Counsel of Seller
Exhibit E Form of Employment Agreement

LIST OF SCHEDULES

Schedule 2.01 Articles/Bylaws/Lists of Shareholders
Schedule 2.02 Equity Securities
Schedule 2.04(b) Events of Default
Schedule 2.05(a) Financial Statements
Schedule 2.08(a) Owned Real Property/Leased Real Property
Schedule 2.11(a) Contracts
Schedule 2.11(b) Insurance
Schedule 2.13 Litigation
Schedule 2.18(a) Employee Benefit Plans
Schedule 2.24 Intellectual Property; Patents; Trademarks; Trade Names
Schedule 2.25 Bank Accounts
Schedule 2.26 Transactions with Affiliates
Schedule 5.06 Affiliates

- iii -
<PAGE> 5

AGREEMENT AND PLAN OF MERGER
----------------------------

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is
made and entered into on April 25, 1997, by and among UNIFIED
HOLDINGS, INC., a Delaware corporation ("Unified"), HFI ACQUISITION
CORPORATION, a Kentucky corporation and wholly owned subsidiary of
Unified ("Merger Sub" and, collectively with Unified, the
"Buyers"), and HEALTH FINANCIAL, INC., a Kentucky corporation
("Seller").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, the respective Boards of Directors of Unified,
Merger Sub and Seller have approved the merger (the "Merger") of
Merger Sub with and into Seller pursuant to the terms and subject
to the conditions of this Agreement; and

WHEREAS, each of Unified and Seller believe that such
proposed Merger, and the conversion of shares of Seller Common
Stock (as defined in Section 1.07 hereof) into shares of Unified
Common Stock (as defined in Section 1.07 hereof) in the manner
provided in this Agreement is desirable and in the best interests
of their respective stockholders and shareholders, as the case may
be; and

WHEREAS, Unified and Seller intend that the Merger
constitute a reorganization within the meaning of Section 368 of
the Internal Revenue Code of 1986, as amended (the "Code"), and
that the conversion of Seller Common Stock into Unified Common
Stock in connection with the Merger will not give rise to gain or
loss to the shareholders of Seller with respect to such conversion;
and

WHEREAS, the parties desire to provide for certain
undertakings, conditions, representations, warranties and covenants
in connection with the transactions contemplated by this Agreement.

NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, the
parties agree as follows:

ARTICLE I
---------

THE MERGER

1.01. The Merger. Subject to the terms and
----------
conditions of this Agreement, Merger Sub shall be merged with and
into Seller in accordance with Chapter 271B of the Kentucky
Business Corporation Act (the "Kentucky Statute"), and the separate
corporate existence of Merger Sub shall cease. Seller shall be the
surviving corporation of the Merger (sometimes referred to herein
as the "Surviving Corporation") and shall continue to be governed
by the laws of the State of Kentucky.

1.02. Closing. The closing (the "Closing") of the
-------
Merger shall take place at 10:00 a.m., local time, on the date that
the Effective Time (as defined in Section 1.03) occurs (the
"Closing Date"), or at such other time, and at such place, as
Buyers and Seller shall agree.

1.03. Effective Time. The Merger shall become
--------------
effective (the "Effective Time") upon the filing of articles of
merger with the Office of the Secretary of State of the State of
Kentucky. Unless otherwise mutually agreed in writing by Buyers
and Seller, subject to the terms and conditions of this Agreement,
the Effective Time shall occur on such date as Buyers shall notify
Seller in writing (such notice to be at least five business days in
advance of the Effective Time) but (i) not earlier than the
satisfaction of all conditions set forth in Section 6.01(a) and
6.01(b) (the "Approval Date") and (ii) not

<PAGE> 6
later than the first business day of the first full calendar month
commencing at least five business days after the Approval Date.

1.04. Additional Actions. If, at any time after the
------------------
Effective Time, Unified or the Surviving Corporation shall consider
or be advised that any further deeds, assignments or assurances or
any other acts are necessary or desirable to (a) vest, perfect or
confirm, of record or otherwise, in the Surviving Corporation, all
right, title or interest in, to or under any of the rights,
properties or assets of Seller or Merger Sub or (b) otherwise carry
out the purposes of this Agreement, Seller and Merger Sub and each
of their respective officers and directors, shall be deemed to have
granted to the Surviving Corporation an irrevocable power of
attorney to execute and deliver all such deeds, assignments or
assurances and to do all acts necessary or desirable to vest,
perfect or confirm title and possession to such rights, properties
or assets in the Surviving Corporation and otherwise to carry out
the purposes of this Agreement, and the officers and directors of
the Surviving Corporation are authorized in the name of Seller or
otherwise to take any and all such action.

1.05. Articles of Incorporation and Bylaws. The
------------------------------------
Articles of Incorporation and Bylaws of Seller in effect
immediately prior to the Effective Time shall be the Articles of
Incorporation and Bylaws of the Surviving Corporation following the
Merger, until otherwise amended or repealed.

1.06. Boards of Directors and Officers. At the
--------------------------------
Effective Time, the directors and officers of Seller immediately
prior to the Effective Time shall be the directors and officers,
respectively, of the Surviving Corporation following the Merger,
and such directors and officers shall hold office in accordance
with the Surviving Corporation's Bylaws and applicable law;
provided, however, as of the Effective Time of the Merger,
Surviving Corporation shall take any and all actions necessary to
add Timothy L. Ashburn as a member of the Board of Directors of
Surviving Corporation.

1.07. Conversion of Securities. At the Effective
------------------------
Time, by virtue of the Merger and without any action on the part of
Buyers, Seller or the holder of any of the following securities:

(a) Each share of the common stock, no par
value, of Merger Sub that is issued and outstanding
immediately prior to the Effective Time shall, without
any action on the part of the holder thereof, be
converted into one fully paid and nonassessable share of
Common Stock of the Surviving Corporation, which shall
upon such conversion be validly issued and outstanding,
fully paid and nonassessable and shall not be liable to
any further call, nor shall the holder thereof be liable
for any further payments with respect thereto; and

(b) Subject to Sections 1.09, 1.10 and 1.12
hereof, the shares of common stock, no par value, of
Seller ("Seller Common Stock") issued and outstanding at
the Effective Time shall cease to be outstanding and
shall be converted into and become the right to receive
320,000 shares (the "Exchange Ratio") of common stock, no
par value, of Unified ("Unified Common Stock"), in the
aggregate (the "Merger Consideration").

Shares of Seller Common Stock held by Seller, or by Unified or any
of its wholly owned "Subsidiaries" (as defined in Rule 1-02 of
Regulation S-X promulgated by the Securities and Exchange
Commission (the "SEC")), in each case other than in a fiduciary
capacity or as a result of debts previously contracted, shall be
cancelled and shall not be exchanged after the Effective Time for
the Merger Consideration. In addition, no Dissenting Shares (as
defined in Section 1.09 of this Agreement) shall be converted
pursuant to this Section 1.07 but shall be treated in accordance
with the procedures set forth in Section 1.09 of this Agreement.

- 2 -
<PAGE> 7

1.08. Exchange Procedures.
-------------------

(a) Within two (2) days following the Closing
Date, Unified shall mail or cause to be mailed to holders
of record of certificates representing shares of Seller
Common Stock (the "Certificates"), as identified on the
Seller Shareholder List, as provided pursuant to Section
1.11 hereof, letters advising them of the effectiveness
of the Merger and instructing them to tender such
Certificates to Unified, or in lieu thereof, such
evidence of lost, stolen or mutilated Certificates and
such surety bond or other security as Unified may
reasonably require (the "Required Documentation").

(b) Subject to Section 1.11, after the
Effective Time, each previous holder of a Certificate
that surrenders such Certificate or in lieu thereof, the
Required Documentation, to Unified, with a properly
completed and executed letter of transmittal with respect
to such Certificate, will be entitled to a certificate or
certificates representing the Merger Consideration.

(c) Each outstanding Certificate, until duly
surrendered to Unified, shall be deemed to evidence
ownership of the Merger Consideration into which the
stock previously represented by such Certificate shall
have been converted pursuant to this Agreement.

(d) After the Effective Time, holders of
Certificates shall cease to have rights with respect to
the stock previously represented by such Certificates,
and their sole rights shall be to exchange such
Certificates for the Merger Consideration issuable in the
Merger. After the closing of the transfer books as
described in Section 1.11 hereof, there shall be no
further transfer on the records of Seller of
Certificates, and if such Certificates are presented to
Seller for transfer, they shall be cancelled against
delivery of the Merger Consideration. Neither Buyer nor
the Surviving Corporation shall be obligated to deliver
the Merger Consideration to which any former holder of
Seller Common Stock is entitled as a result of the Merger
until such holder surrenders the Certificates or
furnishes the Required Documentation as provided herein.
No dividends or distributions declared after the
Effective Time on the Unified Common Stock will be
remitted to any person until such person surrenders the
Certificate representing the right to receive such
Unified Common Stock or furnishes the Required
Documentation, at which time such dividends or
declarations shall be remitted to such person, without
interest and less any taxes that may have been imposed
thereon. Certificates surrendered for exchange by an
affiliate shall not be exchanged until Unified has
received a written agreement from such affiliate as
required pursuant to Section 5.06 hereof. Neither
Unified nor any party to this Agreement nor any affiliate
thereof shall be liable to any holder of stock
represented by any Certificate for any Merger
Consideration issuable in the Merger that is paid to a
public official pursuant to applicable abandoned
property, escheat or similar laws.

1.09. Dissenting Shares.
-----------------

(a) "Dissenting Shares" means any shares held
by any holder who becomes entitled to payment of the fair
value of such shares under Chapter 271, Subtitle 13 of
the Kentucky Statute. Any holders of Dissenting Shares
shall be entitled to payment for such shares only to the
extent permitted by and in accordance with the provisions
of such law,

- 3 -
<PAGE> 8
and Unified shall cause the Surviving Corporation to pay such
consideration with funds provided by Unified.

(b) Each party hereto shall give the other
prompt notice of any written demands for the payment of
the fair value of any shares, withdrawals of such demands
and any other instruments served pursuant to the Kentucky
Statute received by such party, and Seller shall give
Unified the opportunity to participate in all
negotiations and proceedings with respect to such
demands. Seller shall not voluntarily make payment with
respect to any demands for payment of fair value and
shall not, except with the prior written consent of
Unified, which consent shall not be unreasonably
withheld, settle or offer to settle any such demands.

1.10. Closing of Stock Transfer Books.
-------------------------------

(a) The stock transfer books of Seller shall
be closed at the end of business on the business day
immediately preceding the Closing Date. In the event of
a transfer of ownership of Seller Common Stock which is
not registered in the transfer records prior to the
closing of such record books, the Merger Consideration
issuable with respect to such stock may be delivered to
the transferee, if the Certificate or Certificates
representing such stock is presented to Unified
accompanied by all documents required to evidence and
effect such transfer and all applicable stock transfer
taxes are paid.

(b) At the Effective Time, Seller shall
provide Unified with a complete and verified list of
registered holders of Seller Common Stock based upon its
stock transfer books as of the closing of said transfer
books, including the names, addresses, certificate
numbers and taxpayer identification numbers of such
holders (the "Seller Shareholder List"). Buyers shall be
entitled to rely upon the Seller Shareholder List to
establish the identity of those persons entitled to
receive the Merger Consideration specified in this
Agreement, which list shall be conclusive with respect
thereto. In the event of a dispute with respect to
ownership of stock represented by any Certificate, Buyers
shall be entitled to deposit any Merger Consideration
represented thereby in escrow with an independent third
party and thereafter be relieved with respect to any
claims thereto.

1.11. Anti-Dilution Adjustments. Other than for the
-------------------------
two-for-one stock split with respect to the Unified Common Stock,
which is to be effected prior to the Effective Time, if between the
date of this Agreement and the Effective Time a share of Unified
Common Stock shall be changed into a different number of shares of
Unified Common Stock or a different class of shares by reason of
reclassification, recapitalization, split-up, combination, exchange
of shares or readjustment, or if a stock dividend thereon shall be
declared with a record date within such period, then appropriate
and proportionate adjustment or adjustments will be made to the
Exchange Ratio such that each shareholder of Seller shall be
entitled to receive such number of shares of Unified Common Stock
or other securities as such shareholder would have received
pursuant to such reclassification, recapitalization, split-up,
combination, exchange of shares or readjustment or as a result of
such stock dividend had the record date therefor been immediately
following the Effective Time.

1.12. Material Adverse Effect. As used in this
-----------------------
Agreement, the term "Material Adverse Effect" with respect to an
entity means any condition, event, change or occurrence that has or
may reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), properties, business or results
of operations, of such entity and its Subsidiaries, taken as a
whole as reflected in the Seller Financial Statements (as defined
in Section 2.05(b)) or the Unified Financial

- 4 -
<PAGE> 9
Statements (as defined in Section 3.04), as the case may be; it being
understood that a Material Adverse Effect shall not include: (i) a
change with respect to, or effect on, such entity and its Subsidiaries
resulting from a change in law, rule, regulation, generally
accepted accounting principles or regulatory accounting principles;
or (ii) a change disclosed in the Seller Financial Statements or
the Unified Financial Statements, as the case may be.

ARTICLE II
----------

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

As an inducement to Buyers to enter into and perform
their respective obligations under this Agreement, and notwith-
standing any examination, inspection, audit or any other investiga-
tion made by Buyers, Seller represents and warrants to and
covenants with Buyers as follows:

2.01. Organization and Authority. Seller is a
--------------------------
corporation duly organized, validly existing and in good standing
under the laws of the State of Kentucky, is duly qualified to do
business and is in good standing in all jurisdictions where its
ownership or leasing of property or the conduct of its business
requires it to be so qualified and has corporate power and
authority to own its properties and assets and to carry on its
business as it is now being conducted. Seller is a registered
investment advisor under the Investment Advisers Act of 1940, as
amended. True and complete copies of the Articles of Incorporation
and Bylaws of Seller are attached hereto as Schedule 2.01. Also
-------------
attached hereto as Schedule 2.01 are true and complete lists of the
-------------
shareholders of Seller, as of a date hereof.

2.02. Subsidiaries. Schedule 2.02 sets forth, a
------------ -------------
complete and correct list of all outstanding Equity Securities (as
defined in Section 2.03) owned by Seller. Seller does not own,
directly or indirectly, any Subsidiaries. Seller does not own
beneficially, directly or indirectly, any shares of any class of
Equity Securities or similar interests of any corporation, bank,
business trust, association or organization, or any interest in a
partnership or joint venture of any kind, other than those
identified in Schedule 2.02 hereof.
-------------

2.03. Capitalization. The authorized capital stock
--------------
of Seller consists of 2,000 shares of Seller Common Stock, of
which, as of the date hereof, 1,200 shares were issued and
outstanding, all of which are held beneficially and of record by
Dr. Gregory W. Kasten, the sole shareholder of Health Financial
(the "Shareholder"). There are no other Equity Securities of
Seller outstanding. "Equity Securities" of an issuer means capital
stock or other equity securities of such issuer, options, warrants,
scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights
convertible into, shares of any capital stock or other equity
securities of such issuer, or contracts, commitments, understand-
ings or arrangements by which such issuer is or may become bound to
issue additional shares of its capital stock or other equity
securities of such issuer, or options, warrants, scrip or rights to
purchase, acquire, subscribe to, calls on or commitments for any
shares of its capital stock or other equity securities. All of the
issued and outstanding shares of Seller Common Stock are validly
issued, fully paid and nonassessable, and have not been issued in
violation of any preemptive right of any shareholder of Seller.

2.04. Authorization.
-------------

- 5 -
<PAGE> 10
hereunder. The only shareholder vote required for Seller
to approve this Agreement is the affirmative vote of (i)
the holders of a majority of the outstanding shares of
Seller Common Stock entitled to vote at a meeting called
for such purpose and (ii) any shareholder and director (or
trustee) approvals required by the Investment Company Act
of 1940, as amended, and the rules and regulations
thereunder (the "1940 Act") in connection with any
advisory and sub-advisory agreements of Seller
(collectively, the "Shareholder Approvals"). The
execution, delivery and performance of this Agreement by
Seller and the consummation by Seller of the transactions
contemplated hereby in accordance with and subject to the
terms of this Agreement have been duly authorized by the
Board of Directors of Seller. Subject to the approval of
Seller's shareholders and subject to the receipt of such
approvals of the Regulatory Authorities as may be
required by statute or regulation, this Agreement is a
valid and binding obligation of Seller enforceable
against Seller in accordance with its terms.

(b) Except as disclosed in Schedule 2.04(b),
----------------
neither the execution nor delivery nor performance by
Seller of this Agreement, nor the consummation by Seller
of the transactions contemplated hereby, nor compliance
by Seller with any of the provisions hereof, will (i)
violate, conflict with, or result in a breach of any
provisions of, or constitute a default (or an event
which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination
of, or accelerate the performance required by, or result
in a right of termination or acceleration of, or result
in the creation of, any lien, claim, charge, option,
encumbrance, agreement, mortgage, pledge, security
interest or restriction (a "Lien") upon any of the
properties or assets of Seller under any of the terms,
conditions or provisions of (x) its Articles of
Incorporation or Bylaws or (y) any note, bond, mortgage,
indenture, deed of trust, license, lease, agreement or
other instrument or obligation to which Seller is a party
or by which it may be bound, or to which Seller or any of
the properties or assets of Seller may be subject, or
(ii) subject to compliance with the statutes and
regulations referred to in subsection (c) of this Section
2.04 violate any judgment, ruling, order, writ,
injunction, decree, statute, rule or regulation
applicable to Seller or any of its respective properties
or assets; other than violations, conflicts, breaches,
defaults, terminations, accelerations or Liens which
would not have a Material Adverse Effect on Seller.

(c) Other than in connection or in compliance
with the provisions of the Kentucky Statute, the
Securities Act of 1933, as amended, and the rules and
regulations thereunder (the "Securities Act"), the
Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (the "Exchange Act"),
the securities or blue sky laws of the various states,
the 1940 Act, or filings, consents, reviews,
authorizations, approvals or exemptions required of any
other governmental agencies or governing boards having
regulatory authority over Seller, no notice to, filing
with, exemption or review by, or authorization, consent
or approval of, any public body or authority is necessary
for the consummation by Seller of the transactions
contemplated by this Agreement.

- 6 -
<PAGE> 11

2.05. Seller Financial Statements.
---------------------------

(a) Attached hereto as Schedule 2.05(a) are
----------------
copies of the following documents: (i) Seller's audited
balance sheet, income statement, statement of changes in
shareholders' equity and cash flow as of or for the year
ended December 31, 1996; and (ii) Seller's unaudited
balance sheet, income statement, statement of changes in
shareholders' equity and cash flow as of or for the three
months ended March 31, 1997;

(b) The financial statements contained in the
document referenced in Schedule 2.05(a) are referred to
----------------
collectively as the "Seller Financial Statements." The
Seller Financial Statements have been prepared in
accordance with generally accepted accounting principles
("GAAP"), and present fairly the consolidated financial
position of Seller at the dates thereof and the
consolidated results of operations, changes in
shareholders' equity and cash flows of Seller for the
periods stated therein.

(c) Seller has prepared, kept and maintained
through the date hereof true, correct and complete
financial and other books and records of its affairs
which fairly reflect its financial conditions, results of
operations, changes in shareholders' equity and cash
flows.

2.06. Seller Reports. Since January 1, 1994, Seller
--------------
has timely filed all material reports, registrations and
statements, together with any required amendments thereto, that it
was required to file with (i) the SEC, (ii) National Association of
Securities Dealers, Inc. (the "NASD"), (iii) any federal, state,
municipal or local government, securities, banking, insurance and
other governmental or regulatory authority, and the agencies and
staffs thereof (the entities in the foregoing clauses (i) through
(iii) being referred to herein collectively as the "Regulatory
Authorities" and individually as a "Regulatory Authority"), having
jurisdiction over the affairs of it. All such material reports and
statements filed with any such Regulatory Authority are
collectively referred to herein as the "Seller Reports." As of
each of their respective dates, the Seller Reports complied in all
material respects with all the rules and regulations promulgated by
the applicable Regulatory Authority. With respect to Seller
Reports filed with the Regulatory Authorities, there is no material
unresolved violation, criticism or exception by any Regulatory
Authority with respect to any report or statement filed by, or any
examinations of, Seller.

2.07. Title to and Condition of Assets.
--------------------------------

(a) Except as may be reflected in the Seller
Financial Statements and with the exception of all "Real
Property" (which is the subject of Section 2.08 hereof)
Seller has, and at the Closing Date will have, good and
marketable title to its owned properties and assets,
including, without limitation, those reflected in the
Seller Financial Statements (except those disposed of in
the ordinary course of business since the date thereof),
free and clear of any Lien, except for Liens for (i)
taxes, assessments or other governmental charges not yet
delinquent and (ii) as set forth or described in the
Seller Financial Statements or any subsequent Seller
Financial Statements delivered to Buyers prior to the
Effective Time.

(b) No material properties or assets that are
reflected as owned by Seller in the Seller Financial
Statements as of December 31, 1996 have been sold,
leased, transferred, assigned or otherwise disposed of
since such date, except in the ordinary course of
business.

- 7 -
<PAGE> 12

(c) All furniture, fixtures, vehicles,
machinery and equipment and computer software owned or
used by Seller, including any such items leased as a
lessee (taken as a whole as to each of the foregoing with
no single item deemed to be of material importance) are
in good working order and free of known defects, subject
only to normal wear and tear. The operation by Seller of
such properties and assets is in compliance in all
material respects with all applicable laws, ordinances
and rules and regulations of any governmental authority
having jurisdiction over such use.

2.08. Real Property.
-------------

(a) The legal description of each parcel of real
property owned by Seller is set forth in Schedule 2.08(a)
----------------
under the heading "Owned Real Property" (such real property
being herein referred to as the "Owned Real Property"). The
legal description of each parcel of real property leased by
Seller is also set forth in Schedule 2.08(a) under the
----------------
heading "Leased Real Property" (such real property being
herein referred to as the "Leased Real Property").
Collectively, the Owned Real Property and the Leased Real
Property is herein referred to as the "Real Property."

(b) There is no pending action involving
Seller as to the title of or the right to use any of the
Real Property.

(d) None of the buildings, structures or other
improvements located on the Real Property encroaches upon
or over any adjoining parcel of real estate or any
easement or right-of-way or "setback" line in any
material respect and all such buildings, structures and
improvements are in all material respects located and
constructed in conformity with all applicable zoning
ordinances and building codes.

(e) None of the buildings, structures or
improvements located on the Owned Real Property are the
subject of any official complaint or notice by any
governmental authority of violation of any applicable
zoning ordinance or building code, and there is no zoning
ordinance, building code, use or occupancy restriction or
condemnation action or proceeding pending, or, to the
best knowledge of Seller, threatened, with respect to any
such building, structure or improvement. The Owned Real
Property is in generally good condition for its intended
purpose, ordinary wear and tear excepted, and has been
maintained in accordance with reasonable and prudent
business practices applicable to like facilities.

(f) Except as may be reflected in the Seller
Financial Statements or with respect to such easements,
Liens, defects or encumbrances as do not individually or
in the aggregate materially adversely affect the use or
value of the parcel of Owned Real Property, Seller has,
and at the Closing Date will have, good and marketable
title to the Owned Real Properties.

2.09. Taxes. Seller has timely filed or will timely
-----
file (including extensions) all material tax returns required to be
filed at or prior to the Closing Date ("Seller Returns"). Seller
has paid, or set up adequate reserves on the Seller Financial
Statements for the payment of, all taxes required to be paid in
respect of the periods covered by such Seller Returns and has set
up adequate reserves on the most recent Seller Financial Statements
for the payment of all taxes anticipated to be payable in respect
of all

- 8 -
<PAGE> 13
periods up to and including the latest period covered by such
Seller Financial Statements. Seller has no liability material
to the Condition of Seller for any such taxes in excess of the
amounts so paid or reserves so established, and no material
deficiencies for any tax, assessment or governmental charge have
been proposed, asserted or assessed (tentatively or definitely)
against Seller which would not be covered by existing reserves.
Seller is not delinquent in the payment of any tax, assessment or
governmental charge, nor has it requested any extension of time
within which to file any tax returns in respect of any fiscal year
which have not since been filed and no requests for waivers of the
time to assess any tax are pending. No federal or state income tax
return of Seller has been audited by the Internal Revenue Service
(the "IRS") or any state tax authority for the seven (7) most
recent full calendar years. There is no deficiency or refund
litigation or, to the best knowledge of Seller, matter in
controversy with respect to Seller Returns. Seller has not
extended or waived any statute of limitations on the assessment of
any tax due that is currently in effect.

2.10. Material Adverse Effect. Since December 31,
-----------------------
1996, there has been no Material Adverse Effect on Seller.

2.11. Loans, Commitments and Contracts.
--------------------------------

(a) Except as listed on Schedule 2.11(a), as
----------------
of the date hereof Seller is not a party to or is not
bound by any:

(i) agreement, contract, arrangement,
understanding or commitment with any labor
union;

(ii) franchise or license agreement;

(iii) written employment, severance,
termination pay, agency, consulting or similar
agreement or commitment in respect of personal
services;

(iv) material agreement, arrangement or
commitment (A) not made in the ordinary course
of business, and (B) pursuant to which Seller
is or may become obligated to invest in or
contribute to and agreements relating to joint
ventures or partnerships set forth in Schedule
--------
2.02, true and complete copies of which have
----
been furnished to Buyers;

(v) agreement, indenture or other
instrument not disclosed in the Seller
Financial Statements relating to the borrowing
of money by Seller or the guarantee by Seller
of any such obligation (other than trade
payables or instruments related to
transactions entered into in the ordinary
course of business by Seller;

(vi) contract containing covenants
which limit the ability of Seller to compete
in any line of business or with any person or
which involves any restrictions on the
geographical area in which, or method by
which, Seller may carry on its business (other
that as may be required by law or any
applicable Regulatory Authority);

(vii) contract or agreement which is a
"material contract" within the meaning of Item
601(b)(10) of Regulation S-K as promulgated by
the SEC to be

- 9 -
<PAGE> 14
performed after the date of this
Agreement that has not been filed or
incorporated by reference in the Seller
Reports;

(viii) lease with annual rental payments
aggregating $10,000 or more;

(ix) loans or other obligations payable
or owing to any officer, director or employee
except salaries, wages and directors' fees or
other compensation incurred and accrued in the
ordinary course of business;

(x) other agreement, contract,
arrangement, understanding or commitment
involving an obligation by Seller of more than
$25,000 and extending beyond six months from
the date hereof that cannot be cancelled
without cost or penalty upon notice of 30 days
or less; or

(xi) investment advisory agreements
(within the meaning of the 1940 Act).

(b) Seller carries property, liability,
director and officer errors and omissions, products
liability and other insurance coverage as set forth in
Schedule 2.11(b) under the heading "Insurance."
----------------

(c) True, correct and complete copies of the
agreements, contracts, leases, insurance policies and
other documents referred to in Sections 2.11(a) and (b)
------------------------
have been included with Schedule 2.11(a) hereto.
----------------

(d) To the best knowledge of Seller, each of
the agreements, contracts, leases, insurance policies and
other documents referred to in Schedules 2.11 (a) and (b)
--------------------------
is a valid, binding and enforceable obligation of the
parties sought to be bound thereby, except as the
enforceability thereof against the parties thereto (other
than Seller) may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws now or
hereafter in effect relating to the enforcement of
creditors' rights generally, and except that equitable
principles may limit the right to obtain specific
performance or other equitable remedies.

2.12. Absence of Defaults. Seller is not in
-------------------
violation of its charter documents or Bylaws or in default under
any material agreement, commitment, arrangement, lease, insurance
policy or other instrument, whether entered into in the ordinary
course of business or otherwise and whether written or oral, and
there has not occurred any event that, with the lapse of time or
giving of notice or both, would constitute such a default, except,
in all cases, where such violation or default would not have a
Material Adverse Effect on Seller.

2.13. Litigation and Other Proceedings. Except as
--------------------------------
set forth on Schedule 2.13 or otherwise disclosed in the Seller
-------------
Financial Statements, Seller is not a party to any pending or, to
the best knowledge of Seller, threatened claim, action, suit,
investigation or proceeding, or is subject to any order, judgment
or decree, except for matters which, in the aggregate, will not
have, or reasonably could not be expected to have, a Material
Adverse Effect on Seller.

2.14. Directors' and Officers' Insurance. Seller has
----------------------------------
taken or will take all requisite action (including, without
limitation, the making of claims and the giving of notices)
pursuant to its directors' and officers' liability insurance policy
or policies in order to preserve all rights thereunder with respect

- 10 -
<PAGE> 15
to all matters (other than matters arising in connection with this
Agreement and the transactions contemplated hereby) occurring prior
to the Effective Time that are known to Seller, except for such
matters which, individually or in the aggregate, will not have and
reasonably could not be expected to have a Material Adverse Effect
on Seller.

2.15. Compliance with Laws.
--------------------

(a) To the best knowledge of Seller, Seller
has all permits, licenses, authorizations, orders and
approvals of, and have made all filings, applications and
registrations with, all Regulatory Authorities that are
required in order to permit it to own or lease its
properties and assets and to carry on its business as
presently conducted; all such permits, licenses,
certificates of authority, orders and approvals are in
full force and effect and no suspension or cancellation
of any of them is threatened; and all such filings,
applications and registrations are current; in each case
except for permits, licenses, authorizations, orders,
approvals, filings, applications and registrations the
failure to have (or have made) would not have a Material
Adverse Effect on Seller.

(b) (i) Seller has complied with all laws,
regulations and orders (including, without limitation,
zoning ordinances, building codes, the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), and securities, tax, environmental, civil
rights, and occupational health and safety laws and
regulations including, without limitation, all statutes,
rules, regulations and policy statements pertaining to
the exercise of trust powers) and governing instruments
applicable to it and to the conduct of its business,
except where such failure to comply would not have a
Material Adverse Effect on Seller, and (ii) Seller is not
in default under, and no event has occurred which, with
the lapse of time or notice or both, could result in the
default under, the terms of any judgment, order, writ,
decree, permit, or license of any Regulatory Authority or
court, whether federal, state, municipal or local, and
whether at law or in equity, except where such default
would not have a Material Adverse Effect on Seller.

(c) Seller is not subject to or reasonably
likely to incur a liability as a result of its ownership,
operation, or use of any Property (as defined below) of
Seller (A) that is contaminated by or contains any
hazardous waste, toxic substance or related materials,
including, without limitation, asbestos, PCBs,
pesticides, herbicides and any other substance or waste
that is hazardous to human health or the environment
(collectively, a "Toxic Substance"), or (B) on which any
Toxic Substance has been stored, disposed of, placed or
used in the construction thereof; and which, in each
case, reasonably could be expected to have a Material
Adverse Effect on Seller. "Property" shall include all
property (real or personal, tangible or intangible) owned
or controlled by Seller, including, without limitation,
property in which any venture capital or similar unit of
Seller has an interest and, to the best knowledge of
Seller, property held by Seller in its capacity as a
trustee. No claim, action, suit or proceeding is pending
and no material claim has been asserted against Seller
relating to Property of Seller before any court or other
Regulatory Authority or arbitration tribunal relating to
Toxic Substances, pollution or the environment, and there
is no outstanding judgment, order, writ, injunction,
decree or award against or affecting Seller with respect
to the same. Except for statutory or regulatory
restrictions of general application, no Regulatory
Authority has placed any restriction on the business of
Seller which reasonably could be expected to have a
Material Adverse Effect on Seller.

- 11 -
<PAGE> 16

(d) Since December 31, 1994, Seller has not
received any notification or communication which has not
been resolved from any Regulatory Authority (i) asserting
that any Seller is not in substantial compliance with any
of the statutes, regulations or ordinances that such
Regulatory Authority enforces, except with respect to
matters which reasonably could not be expected to have a
Material Adverse Effect on Seller (ii) threatening to
revoke any license, franchise, permit or governmental
authorization that is material to the Condition of
Seller, (iii) requiring or threatening to require Seller,
or indicating that Seller may be required, to enter into
a cease and desist order, agreement or memorandum of
understanding or any other agreement restricting or
limiting or purporting to direct, restrict or limit in
any manner the operations of Seller including, without
limitation, any restriction on the payment of dividends.
No such cease and desist order, agreement or memorandum
of understanding or other agreement is currently in
effect.

2.16. Labor. No work stoppage involving Seller is
-----
pending or, to the best knowledge of Seller, threatened. Seller is
not involved in, or, to the best knowledge of Seller, threatened
with or affected by, any labor dispute, arbitration, lawsuit or
administrative proceeding which reasonably could be expected to
have a Material Adverse Effect on Seller. None of the employees of
Seller are represented by any labor union or any collective
bargaining organization.

2.17. Material Interests of Certain Persons. No
-------------------------------------
officer or director of Seller, or any "associate" (as such term is
defined in Rule 14a-1 under the Exchange Act) of any such officer
or director, has any interest in any contract or property (real or
personal, tangible or intangible), used in, or pertaining to the
business of, Seller, which in the case of Seller would be required
to be disclosed by Item 404 of Regulation S-K promulgated by the
SEC.

2.18. Employee Benefit Plans.
----------------------

(a) Schedule 2.18(a) lists all pension,
----------------
retirement, supplemental retirement, stock option, stock
purchase, stock ownership, savings, stock appreciation
right, profit sharing, deferred compensation, consulting,
bonus, medical, disability, workers' compensation,
vacation, group insurance, severance and other employee
benefit, incentive and welfare policies, contracts, plans
and arrangements, and all trust agreements related
thereto, maintained by or contributed to by Seller in
respect of any of the present or former directors,
officers, or other employees of and/or consultants to
Seller (collectively, "Seller Employee Plans"). Seller
has furnished Buyers with the following documents with
respect to each Seller Employee Plan: (i) a true and
complete copy of all written documents comprising such
Seller Employee Plan (including amendments and individual
agreements relating thereto) or, if there is no such
written document, an accurate and complete description of
the Seller Employee Plan; (ii) the most recently filed
Form 5500 or Form 5500-C/R (including all schedules
thereto), if applicable; (iii) the most recent financial
statements and actuarial reports, if any; (iv) the
summary plan description currently in effect and all
material modifications thereof, if any; and (v) the most
recent IRS determination letter, if any.

(b) All Seller Employee Plans have been
maintained and operated in all material respects in
accordance with their terms and the requirements of all
applicable statutes, orders, rules and final regulations,
including, without limitation, to the extent applicable,
ERISA and the Code. All contributions required to be
made to Seller Employee Plans have been made or reserved.

- 12 -
<PAGE> 17

(c) With respect to each of the Seller
Employee Plans which is a pension plan (as defined in
Section 3(2) of ERISA) (the "Pension Plans"): (i) each
Pension Plan which is intended to be "qualified" within
the meaning of Section 401(a) of the Code has been
determined to be so qualified by the IRS and such
determination letter may still be relied upon, and each
related trust is exempt from taxation under Section
501(a) of the Code; (ii) the present value of all
benefits vested and all benefits accrued under each
Pension Plan which is subject to Title IV of ERISA did
not, in each case, as of the last applicable annual
valuation date (as indicated on Schedule 2.18(a)), exceed
----------------
the value of the assets of the Pension Plan allocable to
such vested or accrued benefits; (iii) there has been no
"prohibited transaction," as such term is defined in
Section 4975 of the Code or Section 406 of ERISA, which
could subject any Pension Plan or associated trust, or
Seller, to any tax or penalty; (iv) no Pension Plan or
any trust created thereunder has been terminated, nor has
there been any "reportable events" with respect to any
Pension Plan, as that term is defined in Section 4043 of
ERISA since January 1, 1989; and (v) no Pension Plan or
any trust created thereunder has incurred any
"accumulated funding deficiency", as such term is defined
in Section 302 of ERISA (whether or not waived). No
Pension Plan is a "multiemployer plan" as that term is
defined in Section 3(37) of ERISA.

(d) Seller has no liability for any post-
retirement health, medical or similar benefit of any kind
whatsoever, except as required by statute or regulation.

(e) Seller has no material liability under
ERISA or the Code as a result of its being a member of a
group described in Sections 414(b), (c), (m) or (o) of
the Code.

(f) Neither the execution nor delivery of this
Agreement, nor the consummation of any of the
transactions contemplated hereby, will (i) result in any
payment (including, without limitation, severance,
unemployment compensation or golden parachute payment)
becoming due to any director or employee of Seller from
any of such entities, (ii) increase any benefit otherwise
payable under any of the Seller Employee Plans or (iii)
result in the acceleration of the time of payment of any
such benefit. Seller shall use its best efforts to
insure that no amounts paid or payable by Seller, or
Buyers to or with respect to any employee or former
employee of Seller will fail to be deductible for federal
income tax purposes by reason of Section 280G of the
Code.

2.19. Conduct of Seller to Date. From and after
-------------------------
December 31, 1996 through the date of this Agreement, except as set
forth in the Seller Financial Statements: (i) Seller has conducted
its business in the ordinary and usual course consistent with past
practices; (ii) Seller has not issued, sold, granted, conferred or
awarded any of its Equity Securities, or any corporate debt
securities which would be classified under GAAP as long-term debt
on the balance sheets of Seller; (iii) Seller has not effected any
stock split or adjusted, combined, reclassified or otherwise
changed its capitalization; (iv) Seller has not declared, set aside
or paid any dividend (other than its regular quarterly dividends)
or other distribution in respect of its capital stock, or
purchased, redeemed, retired, repurchased or exchanged, or
otherwise acquired or disposed of, directly or indirectly, any of
its Equity Securities, whether pursuant to the terms of such Equity
Securities or otherwise; (v) Seller has not incurred any obligation
or liability (absolute or contingent), except liabilities incurred
in the ordinary course of business, or subjected to Lien any of its
assets or properties other than in the ordinary course of business
consistent with past practice; (vi) Seller has not discharged or
satisfied any Lien or paid any obligation or liability (absolute or
contingent), other than in the ordinary course of business; (vii)
Seller has not sold, assigned, transferred, leased, exchanged, or
otherwise disposed of any of its properties or assets other than
for a fair consideration in the ordinary course of business; (viii)
except as required by contract or law, Seller has

- 13 -
<PAGE> 18
not (A) increased the rate of compensation of, or paid any bonus to,
any of its directors, officers, or other employees, except in
accordance with existing policy, (B) entered into any new, or amended
or supplemented any existing, employment, management, consulting,
deferred compensation, severance, or other similar contract, (C)
entered into, terminated, or substantially modified any of the Seller
Employee Plans or (D) agreed to do any of the foregoing; (ix)
Seller has not suffered any material damage, destruction, or loss,
whether as the result of fire, explosion, earthquake, accident,
casualty, labor trouble, requisition, or taking of property by any
Regulatory Authority, flood, windstorm, embargo, riot, act of God
or the enemy, or other casualty or event, and whether or not
covered by insurance; (x) Seller has not cancelled or compromised
any debt; and (xi) Seller has not entered into any material
transaction, contract or commitment outside the ordinary course of
its business.

2.20. Absence of Undisclosed Liabilities.
----------------------------------

(a) As of the date of this Agreement, Seller
has no debts, liabilities or obligations equal to or
exceeding $5,000, individually or $25,000 in the
aggregate, whether accrued, absolute, contingent or
otherwise and whether due or to become due, which are
required to be reflected in the Seller Financial
Statements or the notes thereto in accordance with GAAP
except:

(i) liabilities and obligations
reflected on the Seller Financial Statements;

(ii) operating leases reflected on
Schedule 2.11; and
-------------

(iii) debts, liabilities or obligations
incurred since December 31, 1996 in the
ordinary and usual course of their respective
businesses, none of which are for breach of
contract, breach of warranty, torts,
infringements or lawsuits and none of which
have a Material Adverse Effect on Seller.

(b) Seller was not as of December 31, 1996,
and since such date to the date hereof, has not become a
party to, any contract or agreement, which had, has or
may be reasonably expected to have a Material Adverse
Effect on Seller.

2.21. Proxy Statement, Etc. None of the information
---------------------
regarding Seller to be supplied by Seller for inclusion or included
in (i) the Proxy Statement to be mailed to Seller's shareholders in
connection with the meeting to be called to consider this Agreement
and the Merger (the "Proxy Statement"), (ii) the Registration
Statement (as defined in Section 5.02 hereof) or (iii) any other
documents to be filed with any Regulatory Authority in connection
with the transactions contemplated hereby will, at the respective
times such documents are filed with any Regulatory Authority and,
with respect to the Proxy Statement, when mailed, be false or
misleading with respect to any material fact, or omit to state any
material fact necessary in order to make the statements therein not
misleading or, in the case of the Proxy Statement or any amendment
thereof or supplement thereto, at the time of the meeting of
Seller's shareholders referred to in Section 5.03, be false or
misleading with respect to any material fact, or omit to state any
material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of any proxy for
such meeting. All documents which Seller is responsible for filing
with any Regulatory Authority in connection with the Merger will
comply as to form in all material respects with the provisions of
applicable law.

- 14 -
<PAGE> 19

2.22. Registration Obligations. Seller is not under
------------------------
any obligation, contingent or otherwise, which will survive the
Effective Time by reason of any agreement to register any
transaction involving any of its securities under the Securities
Act.

2.23. Tax and Regulatory Matters. Seller has not
--------------------------
taken or agreed to take any action or has any knowledge of any fact
or circumstance that would (i) prevent the transactions
contemplated hereby from qualifying as a reorganization within the
meaning of Section 368 of the Code or (ii) materially impede or
delay receipt of any approval referred to in Section 6.01(b) or the
consummation of the transactions contemplated by this Agreement.

2.24. Intellectual Property; Patents; Trademarks;
-------------------------------------------
Trade Names. All patents, trademarks, service marks, trade names
- -----------
or copyrights owned by or used or proposed to be used by Seller and
all applications or registrations therefor ("Intellectual
Property") and all contracts, agreements, commitments and
understandings relating to the use or license of technology, know-
how or processes by Seller (the "Intellectual Property Licenses")
are listed in Schedule 2.24. Except as disclosed in Schedule 2.24:
------------- -------------
(a) Seller owns, or has the sole and exclusive right to use, all
Intellectual Property, whether under Intellectual Property Licenses
or otherwise, used in or necessary for the ordinary conduct of its
business; (b) the consummation of the transactions contemplated by
this Agreement will not alter or impair any such rights; and (c) no
Intellectual Property owned, licensed or used by Seller, or
Intellectual Property License of Seller is the subject of a lawsuit
or any other proceeding, nor has any party challenged or, to the
best of Seller's knowledge, threatened to challenge Seller's right
to use such Intellectual Property or Intellectual Property License
or application for any of the foregoing; and, to the best of
Seller's knowledge, there is no basis for any such challenge.

2.25. Bank Accounts. Schedule 2.25 lists all bank,
------------- -------------
money market, savings and similar accounts and safe deposit boxes
of Seller, specifying the account numbers and the authorized
signatories or persons having access to them.

2.26. Transactions with Affiliates. Except as
----------------------------
disclosed in Schedule 2.26, no shareholder of Seller or any person
-------------
controlled by some combination of any shareholder of Seller, no
officer or director of Seller, or any "affiliate" or "associate"
(as such terms are defined in the rules and regulations of the SEC
under the Securities Act) of any of the foregoing:

(a) has been a party to any lease, sublease,
contract, agreement, commitment, understanding or other
arrangement of any kind whatsoever, involving any such
person and Seller that is not disclosed in Schedule 2.26;
-------------

(b) owns directly or indirectly, in whole or
in part, any property that Seller uses or otherwise has
rights in respect of; or

(c) has any cause of action or other claim
whatsoever against, or owes any amount to, Seller other
than (i) for compensation (including fringe benefits) to
officers and employees of Seller and for the
reimbursement of ordinary and necessary expenses incurred
in connection with employment by Seller and (ii) as
otherwise disclosed pursuant to this Agreement.

2.27. Brokers and Finders. Neither Seller nor any of
-------------------
its officers, directors or employees has employed any broker or
finder or incurred any liability for any financial advisory fees,
brokerage fees, commissions or finder's fees, and no broker or
finder has acted directly or indirectly for Seller in connection
with this Agreement or the transactions contemplated hereby.

- 15 -
<PAGE> 20

2.28. Accuracy of Information. The statements
-----------------------
contained in this Agreement, the Schedules and any other written
document executed and delivered by or on behalf of Seller pursuant
to the terms of this Agreement are true and correct as of the date
hereof or as of the date delivered in all material respects, and
such statements and documents do not omit any material fact
necessary to make the statements contained therein not misleading.

ARTICLE III
-----------

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYERS

As an inducement to Seller to enter into and perform its
obligations under this Agreement, and notwithstanding any examina-
tion, inspection, audit or other investigation made by Seller,
Buyers jointly and severally represent and warrant to and covenant
with Seller as follows:

3.01. Organization and Authority. Buyer and Merger
--------------------------
Sub are each corporations duly organized, validly existing and in
good standing under the laws of the States of Delaware and
Kentucky, respectively, are each qualified to do business and are
each in good standing in all jurisdictions where its ownership or
leasing of property or the conduct of its business requires it to
be so qualified and has corporate power and authority to own its
properties and assets and to carry on its business as it is now
being conducted, except where the failure to be so qualified would
not have a Material Adverse Effect on Unified and its Subsidiaries,
taken as a whole.

3.02. Capitalization of Unified. The authorized
-------------------------
capital stock of Unified consists of (i) 300,000 shares of Unified
Common Stock and (ii) 1,000,000 shares of preferred stock, $0.01
par value ("Unified Preferred Stock"). As of the date hereof,
17,069 shares of Unified Preferred Stock were issued and
outstanding and, as of the Closing Date, excluding shares of
Unified Common Stock to be issued in connection with any possible
acquisition transaction by Unified, 300,000 shares of Unified
Common Stock will be issued and outstanding. Unified has
designated 10,000 shares of Unified Preferred Stock as "Series A 8%
Cumulative Preferred Stock," of which 8,486 shares are issued and
outstanding, and 10,000 shares of Unified Preferred Stock as
"Series B 8% Cumulative Preferred Stock," of which 8,583 shares
were issued and outstanding. As of the date hereof, Unified had no
shares of Unified Common Stock reserved for issuance under various
Unified employee and/or director stock option, incentive and/or
benefit plans ("Unified Employee/Director Stock Grants"). Seller
hereby acknowledges that Unified anticipates filing with the
Secretary of State of the State of Delaware, prior to the Effective
Time, documents to effect (i) a change of the par value of the
Unified Common Stock to $0.01, (ii) an increase in the number of
shares of Unified Common Stock authorized to 25,000,000 and (iii)
a possible reduction in the number of shares of Unified Preferred
Stock authorized to a number equal to or greater than the number
currently outstanding. In addition, Seller hereby acknowledges
that Unified may effect a two-for-one stock split prior to the
Effective Time, which split would increase the number of shares of
Unified Common Stock then issued and outstanding to 600,000.

- 16 -
<PAGE> 21
impede or delay receipt of any approval referred to in Section
6.01(b) or the consummation of the transactions contemplated by this
Agreement. Except as set forth above, there are no other Equity
Securities of Unified outstanding. All of the issued and outstanding
shares of Unified Common Stock are validly issued, fully paid, and
nonassessable, and have not been issued in violation of any
preemptive right of any shareholder of Unified. At the Effective
Time, the Unified Common Stock to be issued in the Merger will be
duly authorized, validly issued, fully paid and nonassessable, will
not be issued in violation of any preemptive right of any shareholder
of Unified.

3.03. Authorization.
-------------

(a) Unified and Merger Sub each have the
corporate power and authority to enter into this
Agreement and to carry out their respective obligations
hereunder. The execution, delivery and performance of
this Agreement by Unified and Merger Sub and the
consummation by Unified and Merger Sub of the
transactions contemplated hereby have been duly
authorized by all requisite corporate action of Unified
and Merger Sub. Subject to the receipt of such approvals
of the Regulatory Authorities as may be required by
statute or regulation, this Agreement is a valid and
binding obligation of Unified and Merger Sub enforceable
against each in accordance with its terms.

(b) Neither the execution, delivery and
performance by Unified and Merger Sub of this Agreement,
nor the consummation by Unified and Merger Sub of the
transactions contemplated hereby, nor compliance by
Unified and Merger Sub with any of the provisions hereof,
will (i) violate, conflict with or result in a breach of
any provisions of, or constitute a default (or an event
which, with notice or lapse of time or both, would
constitute a default) or result in the termination of, or
accelerate the performance required by, or result in a
right of termination or acceleration of, or result in the
creation of, any Lien upon any of the properties or
assets of Unified or Merger Sub under any of the terms,
conditions or provisions of (x) their respective Articles
of Incorporation or Bylaws, or (y) any note, bond,
mortgage, indenture, deed of trust, license, lease,
agreement or other instrument or obligation to which
Unified or Merger Sub is a party or by which they may be
bound, or to which Unified or Merger Sub or any of their
respective properties or assets may be subject, or (ii)
subject to compliance with the statutes and regulations
referred to in subsection (c) of this Section 3.03,
violate any judgment, ruling, order, writ, injunction,
decree, statute, rule or regulation applicable to Unified
or Merger Sub or any of their respective properties or
assets; other than violations, conflicts, breaches,
defaults, terminations, accelerations or Liens which
would not have a Material Adverse Effect on Unified and
its Subsidiaries, taken as a whole.

(c) Other than in connection with or in
compliance with the provisions of the Kentucky Statute,
the Securities Act, the Exchange Act, the 1940 Act, the
securities or blue sky laws of the various states or any
required approvals of any other Regulatory Authority, no
notice to, filing with, exemption or review by, or
authorization, consent or approval of, any public body or
authority is necessary for the consummation by Unified
and Merger Sub of the transactions contemplated by this
Agreement.

3.04. Unified Financial Statements. The consolidated
----------------------------
balance sheet of Unified and its Subsidiaries as of December 31,
1996 and 1995 and related consolidated statements of income,
changes in shareholders' equity and cash flows for each of the
three years in the period ended December 31, 1996, together with
the notes thereto, audited by Larry E. Nunn Associates, L.L.C.
(collectively, the

- 17 -
<PAGE> 22
"Unified Financial Statements"), have been prepared in accordance
with GAAP, present fairly the consolidated financial position of
Unified and its Subsidiaries at the dates thereof and the
consolidated results of operations, changes in shareholders' equity
and cash flows of Unified and its Subsidiaries for the periods stated
therein and are derived from the books and records of Unified and its
Subsidiaries, which are complete and accurate in all material
respects and have been maintained in accordance with good business
practices. Neither Unified nor any of its Subsidiaries has any
material contingent liabilities that are not described in the Unified
Financial Statements.

3.05. Unified Reports. Since January 1, 1994, each
---------------
of Unified and its Subsidiaries has filed all reports, registra-
tions and statements, together with any required amendments
thereto, that it was required to file with any Regulatory
Authority. All such reports and statements filed with any such
Regulatory Authority are collectively referred to herein as the
"Unified Reports." As of its respective date, each Unified Report
complied in all material respects with all the rules and
regulations promulgated by the applicable Regulatory Authority and
did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances
under which they were made, not misleading.

3.06. Material Adverse Effect. Since December 31,
-----------------------
1996, there has been no Material Adverse Effect on Unified and its
Subsidiaries, taken as a whole.

3.07. Legal Proceedings or Other Adverse Facts.
----------------------------------------
Except as otherwise disclosed in the Unified Financial Statements,
neither Unified nor any of its Subsidiaries is a party to any
pending or, to the best knowledge of Unified, threatened claim,
action, suit, investigation or proceeding, or is subject to any
order, judgment or decree, except for matters which, in the
aggregate, will not have, or reasonably could not be expected to
have, a Material Adverse Effect on Unified and its Subsidiaries,
taken as a whole.

3.08. Proxy Statement, Etc. None of the information
--------------------
regarding Unified or any of its Subsidiaries to be supplied by
Buyers for inclusion or included in (i) the Proxy Statement or (ii)
any other documents to be filed with any Regulatory Authority in
connection with the transactions contemplated hereby will, at the
respective times such documents are filed with any Regulatory
Authority and, with respect to the Proxy Statement, when mailed, be
false or misleading with respect to any material fact, or omit to
state any material fact necessary in order to make the statements
therein not misleading or, in the case of the Proxy Statement or
any amendment thereof or supplement thereto, at the time of the
meeting of shareholders referred to in Section 5.03, be false or
misleading with respect to any material fact, or omit to state any
material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of any proxy for
such meeting. All documents which Unified or Merger Sub are
responsible for filing with any Regulatory Authority in connection
with the Merger will comply as to form in all material respects
with the provisions of applicable law.

3.09. Brokers and Finders. Neither Unified, Merger
-------------------
Sub nor any of their respective officers, directors or employees
has employed any broker or finder or incurred any liability for any
financial advisory fees, brokerage fees, commissions or finder's
fees, and no broker or finder has acted directly or indirectly for
Unified or Merger Sub in connection with this Agreement or the
transactions contemplated hereby.

3.10. Accuracy of Information. The statements
-----------------------
contained in this Agreement, the Schedules and in any other written
document executed and delivered by or on behalf of Buyers pursuant
to the terms of this Agreement are true and correct in all material
respects, and such statements and

- 18 -
<PAGE> 23
documents do not omit any material fact necessary to make the
statements contained herein or therein not misleading.

ARTICLE IV
----------

CONDUCT OF BUSINESSES PRIOR TO THE EFFECTIVE TIME

4.01. Conduct of Businesses Prior to the Effective
--------------------------------------------
Time. During the period from the date of this Agreement to the
- ----
Effective Time, Seller shall, conduct its business according to the
ordinary and usual course consistent with past practices and shall
use its best efforts to maintain and preserve its business
organization, employees and advantageous business relationships and
retain the services of its officers and key employees.

4.02. Forbearances of Seller. Except to the extent
----------------------
required by law, regulation or Regulatory Authority, or with the
prior written consent of Buyers (unless otherwise specifically
noted in this Section 4.02), during the period from the date of
this Agreement to the Effective Time, Seller shall not:

(a) declare, set aside or pay any dividends or
other distributions, directly or indirectly, in respect
of its capital stock, other than cash dividends paid to
the Shareholder prior to the Effective Time;

(b) enter into or amend any employment,
severance or similar agreement or arrangement with any
director, officer or employee, or materially modify any
of the Seller Employee Plans or grant any salary or wage
increase or materially increase any employee benefit
(including incentive or bonus payments), except (i)
normal individual increases in compensation to employees
consistent with past practice, (ii) as required by law or
contract and (iii) such increases of which Seller
notifies Buyers in writing and which Buyers do not
disapprove within 10 days of the receipt of such notice;

(c) authorize, recommend, propose or announce
an intention to authorize, recommend or propose, or enter
into an agreement in principle with respect to, any
merger, consolidation or business combination (other than
the Merger), any acquisition of a material amount of
assets or securities, any disposition of a material
amount of assets or securities or any release or
relinquishment of any material contract rights;

(d) propose or adopt any amendments to its
Articles of Incorporation or other charter document or
Bylaws;

(e) issue, sell, grant, confer or award any of
its Equity Securities or effect any stock split or
adjust, combine, reclassify or otherwise change its
capitalization as it existed on the date of this
Agreement;

(f) purchase, redeem, retire, repurchase or
exchange, or otherwise acquire or dispose of, directly or
indirectly, any of its Equity Securities, whether
pursuant to the terms of such Equity Securities or
otherwise;

(g) directly or indirectly (including through
its officers, directors, employees or other
representatives) (i) initiate, solicit or encourage any
discussions, inquiries or

- 19 -
<PAGE> 24
proposals with any third party (other than Buyers)
relating to the disposition of any significant portion of
the business or assets of Seller or the acquisition of
Equity Securities of Seller or the merger of Seller with
any person (other than Buyers) or any similar transaction
(each such transaction being referred to herein as an
"Acquisition Transaction"), or (ii) provide any such
person with information or assistance or negotiate with
any such person with respect to an Acquisition
Transaction, and Seller shall promptly notify Buyers
orally of all the relevant details relating to all
inquiries, indications of interest and proposals which it
may receive with respect to any Acquisition Transaction;

(h) take any action that would (A) materially
impede or delay the consummation of the transactions
contemplated by this Agreement or the ability of Buyers
or Seller to obtain any approval of any Regulatory
Authority required for the transactions contemplated by
this Agreement or to perform its covenants and agreements
under this Agreement or (B) prevent or impede the
transactions contemplated hereby from qualifying as a
reorganization within the meaning of Section 368 of the
Code;

(i) other than in the ordinary course of
business consistent with past practice, incur any
indebtedness for borrowed money or assume, guarantee,
endorse or otherwise as an accommodation become
responsible or liable for the obligations of any other
individual, corporation or other entity;

(j) agree in writing or otherwise to take any
of the foregoing actions or engage in any activity, enter
into any transaction or intentionally take or omit to
take any other act which would make any of the
representations and warranties in Article II of this
Agreement untrue or incorrect in any material respect if
made anew after engaging in such activity, entering into
such transaction, or taking or omitting such other act.

4.03. Forbearances of Buyers. During the period from
----------------------
the date of this Agreement to the Effective Time, Buyers shall not,
and shall not permit any of their respective Subsidiaries to,
without the prior written consent of Seller, agree in writing or
otherwise engage in any activity, enter into any transaction or
take or omit to take any other action:

(a) that would (i) materially impede or delay
the consummation of the transactions contemplated by this
Agreement or the ability of Buyers or Seller to obtain
any approval of any Regulatory Authority required for the
transactions contemplated by this Agreement or to perform
its covenants and agreements under this Agreement or (ii)
prevent or impede the transactions contemplated hereby
from qualifying as a reorganization within the meaning of
Section 368 of the Code; or

(b) which would make any of the representa-
tions and warranties of Article III of this Agreement
untrue or incorrect in any material respect if made anew
after engaging in such activity, entering into such
transaction, or taking or omitting such other action.

- 20 -
<PAGE> 25

ARTICLE V
---------

ADDITIONAL AGREEMENTS

5.01. Access and Information. Buyers and Seller
----------------------
shall each afford to the other, and to the other's accountants,
counsel and other representatives, full access during normal
business hours, during the period prior to the Effective Time, to
all their respective properties, books, contracts, commitments and
records and, during such period, each shall furnish promptly to the
other (i) a copy of each report, schedule and other document filed
or received by it during such period pursuant to the requirements
of federal and state securities laws and (ii) all other information
concerning its business, properties and personnel as the other may
reasonably request. Each party shall, and shall cause its advisors
and representatives to, (A) hold confidential all information
obtained in connection with any transaction contemplated hereby
with respect to the other party and its Subsidiaries which is not
otherwise public knowledge, (B) in the event of a termination of
this Agreement, return all documents (including copies thereof)
obtained hereunder from the other party or any of its Subsidiaries
to it and (C) use their respective best efforts to cause all of
such party's confidential information obtained pursuant to this
Agreement or in connection with the negotiation of this Agreement
to be treated as confidential and not use, or knowingly permit
others to use, any such information unless such information becomes
generally available to the public.

5.02. Registration Statement; Regulatory Matters.
------------------------------------------

(a) On or before May 31, 1997, Unified shall
prepare and file with the SEC a Registration Statement on
Form 10 or Form 10-SB, as the case may be, with respect
to the shares of Unified Common Stock (the "Registration
Statement"), and shall use its best efforts to cause the
Registration Statement to become effective by no later
than August 31, 1997. Unified shall prepare and, subject
to the review and consent of Seller with respect to
matters relating to Seller, use its best efforts to file
as soon as is reasonably practicable an application for
approval of the Merger with each such Regulatory
Authority as may require an application. Unified shall
also take any action required to be taken under any
applicable state blue sky or securities laws in
connection with the issuance of such shares, and Seller
shall furnish Unified all information concerning Seller
and the shareholders thereof as Unified may reasonably
request in connection with any such action. Upon the
effectiveness of the Registration Statement, Unified
shall use its best efforts, to the extent practicable, to
have the Unified Common Stock traded over-the-counter
with quotes published by the National Quotation Bureau,
Inc. Daily Quotation System.

(b) Seller and Buyers shall cooperate and use
their respective best efforts to prepare all
documentation, to effect all filings and to obtain all
permits, consents, approvals and authorizations of all
third parties and Regulatory Authorities necessary to
consummate the transactions contemplated by this
Agreement, provided that such actions do not: (i)
materially impede or delay the receipt of any approval
referred to in Section 6.01(b); (ii) prevent or impede
the transactions contemplated hereby from qualifying as
a reorganization within the meaning of Section 368 of the
Code; or (iii) the consummation of the transactions
contemplated by this Agreement.

- 21 -
<PAGE> 26
Unified, the Proxy Statement and mail the same to the shareholders of
Seller. The Board of Directors of Seller shall submit for approval
of Seller's shareholders the matters to be voted upon at such
meeting. The Board of Directors of Seller hereby does and shall
recommend this Agreement and the transactions contemplated hereby to
shareholders of Seller and use its reasonable best efforts to obtain
any vote of Seller's shareholders necessary for the approval of this
Agreement. Seller and Shareholder shall use their best efforts to
obtain all other Shareholder Approvals.

5.04. Current Information. During the period from
-------------------
the date of this Agreement to the Effective Time, each party shall
promptly furnish the other with copies of all interim financial
statements as the same become available and shall cause one or more
of its designated representatives to confer on a regular and
frequent basis with representatives of the other party. Each party
shall promptly notify the other party of the following events
immediately upon learning of the occurrence thereof, describing the
same and, if applicable, the steps being taken by the affected
party with respect thereto: (a) an event which would cause any
representation or warranty of such party or any Schedule,
statement, report, notice, certificate or other writing furnished
by such party to be untrue or misleading in any material respect;
(b) any Material Adverse Effect to it; (c) the issuance or
commencement of any governmental complaint, investigation or
hearing (or any communication indicating that the same may be
contemplated); or (d) the institution or threat of material
litigation involving such party, and shall keep the other party
fully informed of such events.

5.05. Environmental Reports. Seller shall provide to
---------------------
Buyers, as soon as reasonably practical, but not later than forty-
five (45) days after the date hereof, a phase one environmental
investigation report (prepared by a firm reasonably acceptable to
Buyers) on all real property owned, leased or operated by Seller as
of the date hereof and within ten (10) days after the acquisition
or lease of any real property acquired or leased by Seller after
the date hereof. If required by the phase one investigation, in
Buyers' reasonable opinion, Seller shall provide to Buyers a phase
two investigation report (prepared by a firm reasonably acceptable
to Buyers) on properties requiring such additional study. Buyers
shall have fifteen (15) business days from the receipt of any such
phase two investigation report to notify Seller of any
dissatisfaction with the contents of such report. Should the cost
of taking all remedial or other corrective actions and measures (i)
required by applicable law, or (ii) recommended or suggested by
such report or reports or prudent in light of serious life, health
or safety concerns, in the aggregate, exceed the sum of Ten
Thousand Dollars ($10,000), as reasonably estimated by such
environmental consulting firm, or if the cost of such actions and
measures cannot be so reasonably estimated by such firm to be such
amount or less with any reasonable degree of certainty, Buyers
shall have the right pursuant to Section 7.01(f) hereof, for a
period of fifteen (15) business days following receipt of such
estimate or indication that the cost of such actions and measures
can not be so reasonably estimated, to terminate this Agreement.

5.06. Agreements of Affiliates. Set forth as
------------------------
Schedule 5.06 is a list (which includes individual and beneficial
- -------------
ownership) of all persons whom Seller believes to be "affiliates"
of Seller, as such term if defined for purposes of the Securities
Act. Prior to the Effective Time, and via letter, Seller shall
amend and supplement Schedule 5.06.
-------------

5.07. Expenses. Each party hereto shall bear its own
--------
expenses incident to preparing, entering into and carrying out this
Agreement and to consummating the Merger.

5.08. Miscellaneous Agreements.
------------------------

(a) Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use its
respective best efforts to take, or cause to be taken,
all action,

- 22 -
<PAGE> 27
and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations
to consummate and make effective the transactions
contemplated by this Agreement as expeditiously as
possible, including, without limitation, using its
respective best efforts to lift or rescind any injunction
or restraining order or other order adversely affecting
the ability of the parties to consummate the transactions
contemplated hereby. Each party shall use its best
efforts to obtain consents of all third parties and
Regulatory Authorities necessary or, in the opinion
of Buyers, desirable for the consummation of the
transactions contemplated by this Agreement.

(b) Seller, prior to the Effective Time, shall
(i) consult and cooperate with Buyers regarding the
implementation of those policies and procedures
established by Buyers for its governance including,
without limitation, policies and procedures pertaining to
the accounting, audit, human resources, treasury and
legal functions, and (ii) at the reasonable request of
Buyers, conform Seller's existing policies and procedures
in respect of such matters to Buyers' policies and
procedures or, in the absence of any existing Seller
policy or procedure regarding any such function,
introduce Buyers' policies or procedures in respect
thereof, unless to do so would cause Seller to be in
violation of any law, rule or regulation of any
Regulatory Authority having jurisdiction over Seller.

5.09. Employee Agreements and Benefits.
--------------------------------

(a) Following the Effective Time, Buyers shall
cause the Surviving Corporation to honor in accordance
with their terms all employment, severance and other
compensation contracts set forth on Schedule 2.11(b)
----------------
between Seller and any current or former director,
officer, employee or agent thereof, and all provisions
for vested benefits or other vested amounts earned or
accrued through the Effective Time under the Seller
Employee Plans.

(b) The provisions of the Seller Stock Plans
and any other plan, program or arrangement providing for
the issuance or grant of any other interest in respect of
the Equity Securities of Seller shall be deleted and
terminated as of the Effective Time, and Seller shall
ensure that following the Effective Time no participant
in any Seller Stock Plan shall have any right thereunder
to acquire any securities of Seller.

(c) Except as set forth in Section 5.09(b)
hereof, the Seller Employee Plans shall not be terminated
by reason of the Merger but shall continue thereafter as
plans of the Surviving Corporation until such time as the
employees of Seller are integrated into Unified's
employee benefit plans that are available to other
employees of Unified and its Subsidiaries, subject to the
terms and conditions specified in such plans and to such
changes therein as may be necessary to reflect the
consummation of the Merger.

5.10. Press Releases. Except as may be required by
--------------
law, Seller and Unified shall consult and agree with each other as
to the form and substance of any proposed press release relating to
this Agreement or any of the transactions contemplated hereby.

5.11. State Takeover Statutes. Seller will take all
-----------------------
steps necessary to exempt the transactions contemplated by this
Agreement and any agreement contemplated hereby from, and if
necessary challenge the validity of, any applicable state takeover
law.

- 23 -
<PAGE> 28

5.12. Directors' and Officers' Indemnification.
----------------------------------------
Unified agrees that the Merger shall not affect or diminish any of
the duties and obligations of indemnification of Seller existing as
of the Effective Time in favor of employees, agents, directors or
officers of Seller arising by virtue of its Articles of
Incorporation, Charter or Bylaws in the form in effect at the date
of this Agreement or arising by operation of law or arising by
virtue of any contract, resolution or other agreement or document
existing at the date of this Agreement, and such duties and
obligations shall continue in full force and effect for so long as
they would (but for the Merger) otherwise survive and continue in
full force and effect. To the extent that Seller's existing
directors' and officers' liability insurance policy would provide
coverage for any action or omission occurring prior to the
Effective Time, Seller agrees to give proper notice to the
insurance carrier and to Unified of a potential claim thereunder so
as to preserve Seller's rights to such insurance coverage.

5.13. Tax Opinion Certificates. Seller shall use its
------------------------
reasonable best efforts to cause such of its executive officers,
directors and/or holders of one percent (1%) or more of the Seller
Common Stock (including shares beneficially held) as may be
requested by Thompson Coburn to timely execute and deliver to
Thompson Coburn certificates substantially in the form of Exhibit A
or Exhibit B hereto, as the case may be. ---------
---------

5.14 Election to Close Books for Taxes. Unified and
---------------------------------
the Shareholder shall jointly elect to have the provisions of Code
Section 1362(e)(3) apply to the termination of Seller's subchapter
S election caused by the Merger.

ARTICLE VI
----------

CONDITIONS

6.01. Conditions to Each Party's Obligation to Effect
-----------------------------------------------
the Merger. The respective obligations of each party to effect the
- ----------
Merger shall be subject to the fulfillment or waiver at or prior to
the Effective Time of the following conditions:

(a) This Agreement shall have received the
requisite Shareholder Approvals of Seller at the meeting
of shareholders called pursuant to Section 5.03 of this
Agreement and those required by the 1940 Act.

(b) All requisite approvals of this Agreement
and the transactions contemplated hereby shall have been
received from the Regulatory Authorities, and all waiting
periods after such approvals required by law or
regulation have been satisfied.

(c) Neither Seller nor Buyers shall be subject
to any order, decree or injunction of a court or agency
of competent jurisdiction which enjoins or prohibits the
consummation of the Merger.

(d) Each of Buyers and Seller shall have
received from Thompson Coburn an opinion (which opinion
shall not have been withdrawn at or prior to the
Effective Time) reasonably satisfactory in form and
substance to it to the effect that the Merger will
constitute a reorganization within the meaning of Section
368 of the Code and to the effect that, as a result of
the Merger, assuming that such Seller Common Stock is a
capital asset in the hands of the holder thereof at the
Effective Time, (i) holders of Seller Common Stock who
receive Unified Common Stock in the Merger will not
recognize gain or loss for federal income tax purposes on
the receipt of such stock, (ii) the basis

- 24 -
<PAGE> 29
of such Unified Common Stock will equal the basis of the
Seller Common Stock for which it is exchanged and (iii)
the holding period of such Unified Common Stock will
include the holding period of the Seller Common Stock for
which it is exchanged.

6.02. Conditions to Obligations of Seller to Effect
---------------------------------------------
the Merger. The obligations of Seller to effect the Merger shall
- ----------
be subject to the fulfillment or waiver at or prior to the
Effective Time of the following additional conditions:

(a) Representations and Warranties. The
------------------------------
representations and warranties of Buyers set forth in
Article III of this Agreement shall be true and correct
in all material respects as of the date of this Agreement
and as of the Effective Time (as though made on and as of
the Effective Time, except (i) to the extent such
representations and warranties are by their express
provisions made as of a specified date, (ii) where the
facts which caused the failure of any representation or
warranty to be so true and correct have not resulted, and
are not likely to result, in a Material Adverse Effect on
Unified and its Subsidiaries, taken as a whole, and (iii)
for the effect of transactions contemplated by this
Agreement, and Seller shall have received a certificate
of the Chairman and Chief Executive Officer of Unified,
signing solely in his capacity as an officer of Unified,
to such effect.

(b) Performance of Obligations. Buyers shall
--------------------------
have performed in all material respects all obligations
required to be performed by it under this Agreement prior
to the Effective Time, and Seller shall have received a
certificate of the Chairman and Chief Executive Officer
of Unified, signing solely in his capacity as an officer
of Unified, to that effect.

(c) Permits, Authorizations, etc. Buyers
-----------------------------
shall have obtained any and all material permits,
authorizations, consents, waivers and approvals required
for the lawful consummation of the Merger.

(d) No Material Adverse Effect. Since the
--------------------------
date of this Agreement, there shall have been no Material
Adverse Effect on Unified and its Subsidiaries, taken as
a whole.

(e) Opinion of Counsel. Unified shall have
------------------
delivered to Seller an opinion of Unified's counsel dated
as of the Closing Date or a mutually agreeable earlier
date in substantially the form set forth as Exhibit C to
this Agreement. ---------

(f) Registration Statement. The Registration
----------------------
Statement shall have been declared effective and shall
not be subject to a stop order or any threatened stop
order.

6.03. Conditions to Obligations of Buyers to Effect
---------------------------------------------
the Merger. The obligations of Buyers to effect the Merger shall
- ----------
be subject to the fulfillment or waiver at or prior to the
Effective Time of the following additional conditions:

- 25 -
<PAGE> 30
which caused the failure of any representation or warranty
to be so true and correct have not resulted, and are not
likely to result, in a Material Adverse Effect on Seller,
and (iii) for the effect of transactions contemplated by
this Agreement) and Buyers shall have received a
certificate of the President of Seller, signing solely in
his capacity as an officer of Seller, to such effect.

(b) Performance of Obligations. Seller shall
--------------------------
have performed in all material respects all obligations
required to be performed by it under this Agreement prior
to the Effective Time, and Buyers shall have received a
certificate of the President of Seller signing solely in
his capacity as an officer of Seller, to that effect.

(c) Permits, Authorizations, etc. Seller
-----------------------------
shall have obtained any and all material permits,
authorizations, consents, waivers and approvals required
for the lawful consummation by it of the Merger.

(d) No Material Adverse Effect. Since the
--------------------------
date of this Agreement, there shall have been no Material
Adverse Effect on Seller.

(e) Opinion of Counsel. Seller shall have
------------------
delivered to Buyers an opinion of Seller's counsel dated
as of the Closing Date or a mutually agreeable earlier
date in substantially the form set forth as Exhibit D to
this Agreement. ---------

(f) Employment Agreement. Dr. Gregory W.
--------------------
Kasten shall have executed an employment agreement with
Seller for a two-year term commencing at the Effective
Time in the form attached hereto as Exhibit E.
---------

(g) Opinion of Accountant. Unified shall have
---------------------
received an opinion letter, dated as of the Closing Date,
from its independent public accountants, to the effect
that the Merger will qualify for pooling-of-interests
accounting treatment under Accounting Principles Board
Opinion No. 16 if closed and consummated in accordance
with this Agreement.

ARTICLE VII
-----------

TERMINATION, AMENDMENT AND WAIVER

7.01. Termination. This Agreement may be terminated
-----------
at any time prior to the Effective Time, whether before or after
approval by Seller's shareholders:

(a) by mutual consent by the Boards of
Directors of Unified and Seller;

(b) by the Board of Directors of Unified or
the Board of Directors of Seller at any time after
October 31, 1997 if the Merger shall not theretofore have
been consummated (provided that the terminating party is
not then in material breach of any representation,
warranty, covenant or other agreement contained herein);

- 26 -
<PAGE> 31
become final and nonappealable or (ii) the shareholders of
Seller shall not have approved this Agreement at the
meeting referred to in Section 5.03;

(d) by the Board of Directors of Unified, on
the one hand, or by the Board of Directors of Seller, on
the other hand, in the event of a material volitional
breach by the other party to this Agreement of any
representation, warranty or agreement contained herein,
which breach is not cured within 30 days after written
notice thereof is given to the breaching party by the
non-breaching party or is not waived by the non-breaching
party during such period;

(e) by the Board of Directors of Unified
pursuant to and in accordance with the provisions of
Section 5.05 hereof; or

(f) by the Board of Directors of Seller in the
event Unified shall have failed to either (i) file the
Registration Statement with the SEC by May 31, 1997 or
(ii) have the Registration Statement declared effective
by August 31, 1997.

7.02. Effect of Termination. In the event of termin-
---------------------
ation of this Agreement as provided in Section 7.01 hereof, this
Agreement shall forthwith become void and there shall be no
liability on the part of Buyers or Seller or their respective
officers or directors except as set forth in the second sentence of
Section 5.01 and in Section 5.08 and Article 8, and except that no
termination of this Agreement pursuant to Section 7.01(e) shall
relieve the breaching party of any liability to the non-breaching
party hereto arising from the intentional, deliberate and willful
non-performance of any covenant contained herein, after giving
notice to such breaching party and an opportunity to cure as set
forth in Section 7.01(e).

7.03. Amendment. This Agreement, the Exhibits and
---------
the Schedules hereto may be amended by the parties hereto, by
action taken by or on behalf of the respective Boards of Directors
of Unified or Seller, at any time before or after approval of this
Agreement by the shareholders of Seller; provided, however, that
after any such approval by the shareholders of Seller no such
modification shall (A) alter or change the amount or kind of Merger
Consideration to be received by holders of Seller Common Stock as
provided in this Agreement or (B) adversely affect the tax
treatment to Seller shareholders as a result of the receipt of the
Merger Consideration. This Agreement, the Exhibits and the
Schedules hereto may not be amended except by an instrument in
writing signed on behalf of each of Buyers and Seller.

7.04. Waiver. Any term, condition or provision of
------
this Agreement may be waived in writing at any time by the party
which is, or whose stockholders or shareholders, as the case may
be, are, entitled to the benefits thereof.

ARTICLE VIII
------------

INDEMNIFICATION

8.01. Indemnification of Buyers. By execution of
-------------------------
this Agreement, the Shareholder hereby acknowledges that Unified
shall be entitled to full indemnification by Shareholder of the
following:

(a) any and all loss, liability or damage
(including judgments and settlement payments) incurred by
Seller or Unified incident to, arising in connection with or

- 27 -
<PAGE> 32
resulting from any misrepresentation, breach,
nonperformance or inaccuracy of any representation,
warranty or covenant (to the extent such covenant is to
be performed prior to the Closing Date) by Seller made or
contained in this Agreement or in any Exhibit, Schedule,
certificate or other document executed and delivered to
Unified by Shareholder or by or on behalf of Seller under
or pursuant to this Agreement or the transactions
contemplated herein;

(b) any and all loss, liability or damage
relating to taxes which arise from or relate to (i)
Seller's activities prior to the Closing Date, (ii) tax
periods ending on or prior to the Closing Date or (iii)
the Merger, in each case except to the extent that any
specific amount for any such tax was recorded on the
Seller's books;

(c) Seller's obligations with respect to any
employees of Seller under any pension, profit sharing or
retirement plan, collective bargaining agreement,
consulting agreement, life insurance or other employee
welfare benefit plan or vacation policy relating to any
time prior to the Closing Date, and in particular,
obligations for medical or life insurance benefits of any
former or retired employees of Seller or their
dependents;

(d) except to the extent of payments actually
received by Unified pursuant to any insurance policies
under which Seller is insured, any and all loss,
liability or damage (including judgments and settlement
payments) incurred by them incident to, arising in
connection with or resulting from any act or failure to
act by Shareholder or by Seller or its employees prior to
the Closing Date; and

(e) any and all costs, expenses and all other
actual damages incurred in claiming, contesting or
remedying any breach, misrepresentation, nonperformance
or inaccuracy described above, or in enforcing their
rights to indemnification hereunder, including, by way of
illustration and not limitation, all legal and accounting
fees, other professional expenses and all filing fees and
collection costs incident thereto and all such fees,
costs and expenses incurred in defending claims which, if
successfully prosecuted, would have resulted in loss,
liability, costs, expense or other damage.

In case a claim shall be made or any action shall be
brought in respect of which recovery through indemnity will lie
against Shareholder pursuant to any provision of this Agreement,
Unified shall promptly notify Shareholder in writing, and
Shareholder shall promptly assume the defense thereof, including
with the consent of Unified, which consent shall not be
unreasonably withheld, the employment of counsel, the payment of
all expenses and the right to negotiate and consent to settlement.
Unified shall have the right to employ separate counsel with
respect to any such claim or in any such action and to participate
in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of Unified unless the employment of such
counsel has been specifically authorized in writing by Shareholder
or there is a conflict of interest that would prevent counsel for
Shareholder from adequately representing both Shareholder, on the
one hand, and Seller and Unified on the other hand, or would
prevent counsel for Seller from adequately representing both Seller
and Unified. Shareholder shall not be liable for any settlement of
any such action effected without their written consent, but if
settled with the written consent of Shareholder or if there be a
final judgment for the plaintiff in any such action for which
Shareholder is required hereunder to assume the defense,
Shareholder agrees to indemnify and hold harmless Unified and
Seller from and against any loss or liability by reason of such
settlement or judgment.

- 28 -
<PAGE> 33

8.02. Indemnification of Shareholder. By execution
------------------------------
of this Agreement, Unified hereby acknowledges that Shareholder
shall be entitled to full indemnification by Unified of the
following:

(a) any and all loss, liability or damage
(including judgments and settlement payments) incurred by
Shareholder incident to, arising in connection with or
resulting from any misrepresentation, breach,
nonperformance or inaccuracy of any representation,
warranty or covenant by Unified made or contained in this
Agreement or in any Exhibit, Schedule, certificate or
other document executed and delivered to Shareholder by
Unified; and

(b) any and all costs, expenses and all other
actual damages incurred in claiming, contesting or
remedying any breach, misrepresentation, nonperformance
or inaccuracy described above, or in enforcing its rights
to indemnification hereunder, including, by way of
illustration and not limitation, all legal and accounting
fees, other professional expenses and all filing fees and
collection costs incident thereto and all such fees,
costs and expenses incurred in defending claims which, if
successfully prosecuted, would have resulted in loss,
liability, cost, expense or other damages.

In case a claim shall be made or any action shall be
brought in respect of which recovery through indemnity will lie
against Unified pursuant to any provision of this Agreement,
Shareholder shall promptly notify Unified in writing, and Unified
shall promptly assume the defense thereof, including with the
consent of Shareholder, which consent shall not be unreasonably
withheld, the employment of counsel, the payment of all expenses
and the right to negotiate and consent to settlement. Shareholder
shall have the right to employ separate counsel with respect to any
such claim or in any such action and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the
expense of Shareholder unless the employment of such counsel has
been specifically authorized in writing by Unified or there is a
conflict of interest that would prevent counsel for Unified from
adequately representing both Seller and Unified, on the one hand,
and Shareholder, on the other hand. Unified shall not be liable
for any settlement of any such action effected without its written
consent, but if settled with the written consent of Unified or if
there be a final judgment for the plaintiff in any such action for
which Unified is required hereunder to assume the defense, Unified
agrees to indemnify and hold harmless Shareholder from and against
any loss or liability by reason of such settlement or judgment.

8.03. Payment of Claims for Indemnification. Any
-------------------------------------
amounts to be indemnified to Unified shall be the responsibility of
Shareholder and shall be paid promptly upon notice of Unified to
Shareholder of incurrence of such loss, liability, cost, expense or
damage and an explanation of the losses for Unified's demand for
indemnification under Article 8 of this Agreement. Any amounts
payable to Shareholder pursuant to the provisions of Section 8.02
of this Agreement shall be the responsibility of Unified and shall
be paid promptly upon notice of Shareholder to Unified of
incurrence of such loss, liability, cost, expense or damage and an
explanation of the losses for Shareholder' demand for
indemnification under Section 8.02 of this Agreement.

8.03. Survival of Indemnification. Any other
---------------------------
provision hereof to the contrary notwithstanding, the parties agree
that the representations and warranties of the parties contained in
this Agreement and any certificates delivered pursuant to this
Agreement shall survive for a period of twelve (12) months after
the Closing Date for purposes of this Article 8, regardless of any
investigation made by either party prior to the date hereof or
prior to the Closing Date. Unified and Shareholder shall only be
entitled to indemnification under this Article 8 for breaches of
representations and warranties if a written notice describing the
claim for which indemnification is sought is signed by the
Chairman, President or any Vice President of the Unified not later
than twelve months following the Closing Date. Any claim for
indemnification pursuant to this Article 8 for breaches of
representations and warranties

- 29 -
<PAGE> 34
not made prior to the expiration of such twelve month period shall be
extinguished, and all representations and warranties with respect to
which no claim is made prior to the expiration of such twelve month
period shall expire and be of no further force and effect.

ARTICLE IX
----------

GENERAL PROVISIONS

9.01. Non-Survival of Representations, Warranties and
-----------------------------------------------
Agreements. No investigation by the parties hereto made heretofore
- ----------
or hereafter shall affect the representations and warranties of the
parties which are contained herein and each such representation and
warranty shall survive such investigation. Except as set forth
below in this Section 9.01, all representations, warranties and
agreements in this Agreement of Buyers and Seller or in any
instrument delivered by Buyers or Seller pursuant to or in
connection with this Agreement shall expire at the Effective Time
or upon termination of this Agreement in accordance with its terms.
In the event of consummation of the Merger, the agreements
contained in or referred to in Sections 1.07-1.11, 5.02(b), 5.06,
5.08, 5.09, 5.12, 5.13 and 5.14 and Article 8 shall survive the
Effective Time. In the event of termination of this Agreement in
accordance with its terms, the agreements contained in or referred
to in the second sentence of Section 5.01 and Sections 5.08 and
7.02 shall survive such termination.

9.02. No Assignment; Successors and Assigns. This
-------------------------------------
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but
neither this Agreement nor any right or obligation set forth in any
provision hereof may be transferred or assigned by any party hereto
without the prior written consent of the other party, and any
purported transfer or assignment in violation of this Section 9.02
shall be void and of no effect. There shall not be any third party
beneficiaries of any provisions hereof except for Sections 1.08,
5.08, 5.09 and 5.12 and Article 8, which may be enforced against
Buyers or Seller by the parties therein identified.

9.03. No Implied Waiver. No failure or delay on the
-----------------
part of either party hereto to exercise any right, power or
privilege hereunder or under any instrument executed pursuant
hereto shall operate as a waiver nor shall any single or partial
exercise of any right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power
or privilege.

9.04. Headings. Article, section, subsection and
--------
paragraph titles, captions and headings herein are inserted only as
a matter of convenience and for reference, and in no way define,
limit, extend or describe the scope of this Agreement or the intent
or meaning of any provision hereof.

9.05. Entire Agreement. This Agreement, the Exhibits
----------------
and the Schedules hereto constitute the entire agreement between
the parties with respect to the subject matter hereof, supersede
all prior negotiations, representations, warranties, commitments,
offers, letters of interest or intent, proposal letters, contracts,
writings or other agreements or understandings, whether written or
oral, with respect thereto.

- 30 -
<PAGE> 35

9.06. Counterparts. This Agreement may be executed
------------
in one or more counterparts, and any party to this Agreement may
execute and deliver this Agreement by executing and delivering any
of such counterparts, each of which when executed and delivered
shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument.

9.07. Notices. All notices and other communications
--------
hereunder shall be in writing and shall be deemed to be duly
received (i) on the date given if delivered personally or (ii) upon
confirmation of receipt, if by facsimile transmission or (iii) on
the date received if mailed by registered or certified mail (return
receipt requested), to the parties at the following addresses (or
at such other address for a party as shall be specified by like
notice):

(i) if to Buyers:

Unified Holdings, Inc.
429 North Pennsylvania Street
Indianapolis, Indiana 46204
Attention: President
Telecopy: (317) 632-7805

Copies to:

Mr. Timothy L. Ashburn, Chairman
1104 Buttonwood Court
Lexington, Kentucky 40515

and
Thompson Coburn
One Mercantile Center
St. Louis, Missouri 63101
Attention: Charles H. Binger, Esq.
Telecopy: (314) 552-7000

(ii) if to Seller:

Health Financial, Inc.
3320 Tates Creek Road
Lexington, Kentucky 40502
Attention: Dr. Gregory Kasten, President
Telecopy: (606) 266-5211

9.08. Severability. Any term, provision, covenant or
------------
restriction contained in this Agreement held by a court or a
Regulatory Authority of competent jurisdiction to be invalid, void
or unenforceable, shall be ineffective to the extent of such
invalidity, voidness or unenforceability, but neither the remaining
terms, provisions, covenants or restrictions contained in this
Agreement nor the validity or enforceability thereof in any other
jurisdiction shall be affected or impaired thereby. Any term,
provision, covenant or restriction contained in this Agreement that
is so found to be so broad as to be unenforceable shall be
interpreted to be as broad as is enforceable.

- 31 -
<PAGE> 36

9.09. Governing Law. This Agreement shall be
-------------
governed by and controlled as to validity, enforcement,
interpretation, effect and in all other respects by the internal
laws of the State of Delaware, without regards to its conflict of
laws principles.

[remainder of this page intentionally left blank]

- 32 -
<PAGE> 37
IN WITNESS WHEREOF, Buyers and Seller have caused this
Agreement to be signed and, by such signature, acknowledged by
their respective officers thereunto duly authorized, and such
signatures to be attested to by their respective officers thereunto
duly authorized, all as of the date first above written.

"BUYERS"

UNIFIED HOLDINGS, INC.
ATTEST:

/s/ William C. Presson By: /s/ Timothy L. Ashburn
- ------------------------------ ----------------------------------
Timothy L. Ashburn, Chairman
and Chief Executive Officer

/s/ Carol J. Highsmith By: /s/ Lynn E. Wood
- ------------------------------ ----------------------------------
Lynn E. Wood, President and
Chief Operating Officer

HFI ACQUISITION CORPORATION
ATTEST:

/s/ William C. Presson By: /s/ Timothy L. Ashburn
- ------------------------------ ----------------------------------
Timothy L. Ashburn, President
and Chief Executive Officer

"SELLER"

HEALTH FINANCIAL, INC.
ATTEST:

/s/ William C. Presson By: /s/ Dr. Gregory W. Kasten
- ------------------------------ ----------------------------------
Dr. Gregory W. Kasten, President

"SHAREHOLDER"

/s/ Dr. Gregory W. Kasten
-------------------------------------
Dr. Gregory W. Kasten

- 33 -

<PAGE> 1

===============================================================================

AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER

between

UNIFIED HOLDINGS, INC.,
a Delaware corporation

and

FLTC ACQUISITION CORPORATION,
a Kentucky corporation, as Buyers,

and

FIRST LEXINGTON TRUST COMPANY,
a Kentucky corporation, as Seller

Dated as of April 25, 1997

===============================================================================

<PAGE> 2

<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
<S> <C>
ARTICLE I THE MERGER. . . . . . . . . . . . . . . . . . . . . . 1

1.01. The Merger. . . . . . . . . . . . . . . . . . . . . . 1
1.02. Closing . . . . . . . . . . . . . . . . . . . . . . . 1
1.03. Effective Time. . . . . . . . . . . . . . . . . . . . 1
1.04. Additional Actions. . . . . . . . . . . . . . . . . . 2
1.05. Articles of Incorporation and Bylaws. . . . . . . . . 2
1.06. Boards of Directors and Officers. . . . . . . . . . . 2
1.07. Conversion of Securities. . . . . . . . . . . . . . . 2
1.08. Exchange Procedures . . . . . . . . . . . . . . . . . 3
1.09. Dissenting Shares . . . . . . . . . . . . . . . . . . 3
1.10. No Fractional Shares. . . . . . . . . . . . . . . . . 4

1.11. Closing of Stock Transfer Books . . . . . . . . . . . 4
1.12. Anti-Dilution Adjustments . . . . . . . . . . . . . . 4
1.13. Material Adverse Effect . . . . . . . . . . . . . . . 5

ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF
SELLER. . . . . . . . . . . . . . . . . . . . . . . . 5

2.01. Organization and Authority. . . . . . . . . . . . . . 5
2.02. Subsidiaries. . . . . . . . . . . . . . . . . . . . . 5
2.03. Capitalization. . . . . . . . . . . . . . . . . . . . 5
2.04. Authorization . . . . . . . . . . . . . . . . . . . . 6
2.05. Seller Financial Statements.. . . . . . . . . . . . . 7
2.06. Seller Reports. . . . . . . . . . . . . . . . . . . . 7
2.07. Title to and Condition of Assets. . . . . . . . . . . 7
2.08. Real Property . . . . . . . . . . . . . . . . . . . . 8
2.09. Taxes . . . . . . . . . . . . . . . . . . . . . . . . 8
2.10. Material Adverse Effect . . . . . . . . . . . . . . . 9
2.11. Loans, Commitments and Contracts. . . . . . . . . . . 9
2.12. Absence of Defaults . . . . . . . . . . . . . . . . . 10
2.13. Litigation and Other Proceedings. . . . . . . . . . . 10
2.14. Directors' and Officers' Insurance. . . . . . . . . . 10
2.15. Compliance with Laws. . . . . . . . . . . . . . . . . 11
2.16. Labor . . . . . . . . . . . . . . . . . . . . . . . . 12
2.17. Material Interests of Certain Persons . . . . . . . . 12
2.18. Employee Benefit Plans. . . . . . . . . . . . . . . . 12
2.19. Conduct of Seller to Date . . . . . . . . . . . . . . 13
2.20. Absence of Undisclosed Liabilities. . . . . . . . . . 14
2.21. Proxy Statement, Etc. . . . . . . . . . . . . . . . . 14
2.22. Registration Obligations. . . . . . . . . . . . . . . 15
2.23. Tax and Regulatory Matters. . . . . . . . . . . . . . 15
2.24. Intellectual Property; Patents; Trademarks;
Trade Names . . . . . . . . . . . . . . . . . . . . . 15
2.25. Bank Accounts . . . . . . . . . . . . . . . . . . . . 15
2.26. Transactions with Affiliates. . . . . . . . . . . . . 15
2.27. Brokers and Finders . . . . . . . . . . . . . . . . . 15
2.28. Accuracy of Information . . . . . . . . . . . . . . . 16

<PAGE> 3
ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF
BUYERS. . . . . . . . . . . . . . . . . . . . . . . . 16

3.01. Organization and Authority. . . . . . . . . . . . . . 16
3.02. Capitalization of Unified . . . . . . . . . . . . . . 16
3.03. Authorization . . . . . . . . . . . . . . . . . . . . 17
3.04. Unified Financial Statements. . . . . . . . . . . . . 17
3.05. Unified Reports . . . . . . . . . . . . . . . . . . . 18
3.06. Material Adverse Effect . . . . . . . . . . . . . . . 18
3.07. Legal Proceedings or Other Adverse Facts. . . . . . . 18
3.08. Proxy Statement, Etc. . . . . . . . . . . . . . . . . 18
3.09. Brokers and Finders . . . . . . . . . . . . . . . . . 18
3.10. Accuracy of Information . . . . . . . . . . . . . . . 18

ARTICLE IV CONDUCT OF BUSINESSES PRIOR TO THE EFFECTIVE
TIME. . . . . . . . . . . . . . . . . . . . . . . . . 19

4.01. Conduct of Businesses Prior to the Effective
Time. . . . . . . . . . . . . . . . . . . . . . . . . 19
4.02. Forbearances of Seller. . . . . . . . . . . . . . . . 19
4.03. Forbearances of Buyers. . . . . . . . . . . . . . . . 20

ARTICLE V ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . 20

5.01. Access and Information. . . . . . . . . . . . . . . . 20
5.02. Registration Statement; Regulatory Matters. . . . . . 21
5.03. Shareholder Approval. . . . . . . . . . . . . . . . . 21
5.04. Current Information . . . . . . . . . . . . . . . . . 22
5.05. Environmental Reports . . . . . . . . . . . . . . . . 22
5.06. Agreements of Affiliates. . . . . . . . . . . . . . . 22
5.07. Expenses. . . . . . . . . . . . . . . . . . . . . . . 22
5.08. Miscellaneous Agreements. . . . . . . . . . . . . . . 22
5.09. Employee Agreements and Benefits. . . . . . . . . . . 23
5.10. Press Releases. . . . . . . . . . . . . . . . . . . . 23
5.11. State Takeover Statutes . . . . . . . . . . . . . . . 23
5.12. Directors' and Officers' Indemnification. . . . . . . 23
5.13. Tax Opinion Certificates. . . . . . . . . . . . . . . 24

ARTICLE VI CONDITIONS. . . . . . . . . . . . . . . . . . . . . . 24

6.01. Conditions to Each Party's Obligation to Effect
the Merger. . . . . . . . . . . . . . . . . . . . . . 24
6.02. Conditions to Obligations of Seller to Effect
the Merger. . . . . . . . . . . . . . . . . . . . . . 25
6.03. Conditions to Obligations of Buyers to Effect
the Merger. . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . 26

7.01. Termination . . . . . . . . . . . . . . . . . . . . . 26
7.02. Effect of Termination . . . . . . . . . . . . . . . . 27
7.03. Amendment . . . . . . . . . . . . . . . . . . . . . . 27
7.04. Waiver. . . . . . . . . . . . . . . . . . . . . . . . 27

- ii -
<PAGE> 4

ARTICLE VIII INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 27

8.01. Indemnification of Buyers . . . . . . . . . . . . . . 27
8.02. Indemnification of Seller's Shareholders. . . . . . . 28
8.03. Payment of Claims for Indemnification . . . . . . . . 29
8.04. Survival of Indemnification . . . . . . . . . . . . . 29

ARTICLE IX GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . 30

9.01. Non-Survival of Representations, Warranties and
Agreements. . . . . . . . . . . . . . . . . . . . . . 30
9.02. No Assignment; Successors and Assigns . . . . . . . . 30
9.03. No Implied Waiver . . . . . . . . . . . . . . . . . . 30
9.04. Headings. . . . . . . . . . . . . . . . . . . . . . . 30
9.05. Entire Agreement. . . . . . . . . . . . . . . . . . . 30
9.06. Counterparts. . . . . . . . . . . . . . . . . . . . . 30
9.07. Notices . . . . . . . . . . . . . . . . . . . . . . . 30
9.08. Severability. . . . . . . . . . . . . . . . . . . . . 31
9.09. Governing Law . . . . . . . . . . . . . . . . . . . . 31

LIST OF EXHIBITS

Exhibit A Shareholder Tax Certificate
Exhibit B Officer/Director Tax Certificate
Exhibit C Form of Opinion of Counsel of Buyer
Exhibit D Form of Opinion of Counsel of Seller

LIST OF SCHEDULES

Schedule 2.01 Articles/Bylaws/Lists of Shareholders
Schedule 2.02 Equity Securities
Schedule 2.04(b) Events of Default
Schedule 2.05(a) Financial Statements
Schedule 2.08(a) Owned Real Property/Leased Real Property
Schedule 2.11(a) Contracts
Schedule 2.11(b) Insurance
Schedule 2.13 Litigation
Schedule 2.18(a) Employee Benefit Plans
Schedule 2.24 Intellectual Property; Patents; Trademarks;
Trade Names
Schedule 2.25 Bank Accounts
Schedule 2.26 Transactions with Affiliates
Schedule 5.06 Affiliates

</TABLE>

- iii -
<PAGE> 5

AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
----------------------------

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
(this "Agreement") is made and entered into as of the 25th day of
April 1997, by and among UNIFIED HOLDINGS, INC., a Delaware
corporation ("Unified"), and FLTC ACQUISITION CORPORATION, a
Kentucky corporation and wholly owned subsidiary of Unified
("Merger Sub" and, collectively with Unified, the "Buyers"), on the
one hand, and FIRST LEXINGTON TRUST COMPANY, a Kentucky corporation
("Seller"), and Dr. Gregory W. Kasten, a shareholder of Seller (the
"Principal Shareholder"), on the other hand.

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, the parties desire to provide for certain
undertakings, conditions, representations, warranties and covenants
in connection with the transactions contemplated by this Agreement.

NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, the
parties agree as follows:

ARTICLE I
---------

THE MERGER

<PAGE> 6
notice to be at least five business days in advance of the Effective
Time) but (i) not earlier than the satisfaction of all conditions set
forth in Section 6.01(a) and 6.01(b) (the "Approval Date") and (ii)
not later than the first business day of the first full calendar month
commencing at least five business days after the Approval Date.

(a) Each share of the common stock, no par
value, of Merger Sub that is issued and outstanding
immediately prior to the Effective Time shall,
without any action on the part of the holder
thereof, be converted into one fully paid and
nonassessable share of Common Stock of the Surviving
Corporation, which shall upon such conversion be
validly issued and outstanding, fully paid and
nonassessable and shall not be liable to any further
call, nor shall the holder thereof be liable for any
further payments with respect thereto; and

(b) Subject to Sections 1.09, 1.10 and 1.12
hereof, the shares of common stock, no par value, of
Seller ("Seller Common Stock") issued and
outstanding at the Effective Time shall cease to be
outstanding and shall be converted into and become
the right to receive 80,008 shares (the "Exchange
Ratio") of common stock, no par value, of Unified
("Unified Common Stock"), in the aggregate (the
"Merger Consideration").

- 2 -
<PAGE> 7
to this Section 1.07 but shall be treated in accordance with the
procedures set forth in Section 1.09 of this Agreement.

1.08. Exchange Procedures.
-------------------
(a) Within two (2) days following the Closing
Date, Unified shall mail or cause to be mailed to holders
of record of certificates representing shares of Seller
Common Stock (the "Certificates"), as identified on the
Seller Shareholder List, as provided pursuant to Section
1.11 hereof, letters advising them of the effectiveness
of the Merger and instructing them to tender such
Certificates to Unified, or in lieu thereof, such
evidence of lost, stolen or mutilated Certificates and
such surety bond or other security as Unified may
reasonably require (the "Required Documentation").

1.09. Dissenting Shares.
-----------------

(a) "Dissenting Shares" means any shares held
by any holder who becomes entitled to payment of the fair
value of such shares under Chapter 271, Subtitle 13 of the

- 3 -
<PAGE> 8
Kentucky Statute. Any holders of Dissenting Shares
shall be entitled to payment for such shares only to the
extent permitted by and in accordance with the provisions
of such law, and Unified shall cause the Surviving
Corporation to pay such consideration with funds provided
by Unified.

1.10. No Fractional Shares. Notwithstanding any
--------------------
other provision of this Agreement, neither certificates nor scrip
for fractional shares of Unified Common Stock shall be issued in
the Merger. Each holder who otherwise would have been entitled to
a fraction of a share of Unified Common Stock shall receive in lieu
thereof one share of Unified Common Stock for the fractional share
interest to which such holder would otherwise be entitled.

1.11. Closing of Stock Transfer Books.
-------------------------------

1.12. Anti-Dilution Adjustments. Other than for the
-------------------------
two-for-one stock split with respect to the Unified Common Stock,
which is to be effected prior to the Effective Time, if between the
date of this Agreement and the Effective Time a share of Unified
Common Stock shall be changed into a different number of shares of
Unified Common Stock or a different class of shares by reason of
reclassification, recapitalization, split-up, combination, exchange
of shares or readjustment, or if a stock dividend thereon shall be
declared with a record date within such period, then appropriate
and proportionate adjustment or adjustments will be made to the
Exchange Ratio such that each shareholder of Seller shall be
entitled to receive such number of shares of Unified Common Stock
or other securities as such shareholder would have received
pursuant to such reclassification, recapitalization, split-up,
combination,

- 4 -
<PAGE> 9
exchange of shares or readjustment or as a result of such stock
dividend had the record date therefor been immediately following the
Effective Time.

1.13. Material Adverse Effect. As used in this
-----------------------
Agreement, the term "Material Adverse Effect" with respect to an
entity means any condition, event, change or occurrence that has or
may reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), properties, business or results
of operations, of such entity and its Subsidiaries, taken as a
whole as reflected in the Seller Financial Statements (as defined
in Section 2.05(b)) or the Unified Financial Statements (as defined
in Section 3.04), as the case may be; it being understood that a
Material Adverse Effect shall not include: (i) a change with
respect to, or effect on, such entity and its Subsidiaries
resulting from a change in law, rule, regulation, generally
accepted accounting principles or regulatory accounting principles;
or (ii) a change disclosed in the Seller Financial Statements or
the Unified Financial Statements, as the case may be.

ARTICLE II
----------

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

2.01. Organization and Authority. Seller is a
--------------------------
corporation duly organized, validly existing and in good standing
under the laws of the State of Kentucky, is duly qualified to do
business and is in good standing in all jurisdictions where its
ownership or leasing of property or the conduct of its business
requires it to be so qualified and has corporate power and
authority to own its properties and assets and to carry on its
business as it is now being conducted. Seller has been granted,
and currently possesses, the requisite authority from the Kentucky
Commissioner of Banking to act as a trust company in the State of
Kentucky. True and complete copies of the Articles of
Incorporation and Bylaws of Seller are attached hereto as Schedule 2.01.
-------------
Also attached hereto as Schedule 2.01 are true and complete lists of
-------------
the shareholders of Seller, as of a date hereof.

2.03. Capitalization. The authorized capital stock
--------------
of Seller consists of 10,000 shares of Seller Common Stock, of
which, as of the date hereof, 8,295 shares were issued and
outstanding. There are no other Equity Securities of Seller
outstanding. "Equity Securities" of an issuer means capital stock
or other equity securities of such issuer, options, warrants,
scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights
convertible into, shares of any capital stock or other equity
securities of such issuer, or contracts, commitments, understand-
ings or arrangements by which such issuer is or may become bound to
issue additional shares of its capital stock or other equity
securities of such issuer, or options, warrants, scrip or rights to
purchase, acquire, subscribe to, calls on or commitments for any
shares of its capital stock or other equity securities. All of the
issued and outstanding shares of Seller Common Stock are validly
issued, fully paid and

- 5 -
<PAGE> 10
nonassessable, and have not been issued in violation of any preemptive
right of any shareholder of Seller.

2.04. Authorization.
-------------

(a) Seller has the corporate power and
authority to enter into this Agreement and, subject to
the approval of this Agreement by the shareholders of
Seller and Regulatory Authorities (as defined in Section
2.06), to carry out its obligations hereunder. The only
shareholder vote required for Seller to approve this
Agreement is the affirmative vote of (i) the holders of
a majority of the outstanding shares of Seller Common
Stock entitled to vote at a meeting called for such
purpose and (ii) any shareholder and director (or
trustee) approvals required by the Investment Company Act
of 1940, as amended, and the rules and regulations
thereunder (the "1940 Act") in connection with any
advisory and sub-advisory agreements of Seller
(collectively, the "Shareholder Approvals"). The
execution, delivery and performance of this Agreement by
Seller and the consummation by Seller of the transactions
contemplated hereby in accordance with and subject to the
terms of this Agreement have been duly authorized by the
Board of Directors of Seller. Subject to the approval of
Seller's shareholders and subject to the receipt of such
approvals of the Regulatory Authorities as may be
required by statute or regulation, this Agreement is a
valid and binding obligation of Seller enforceable
against Seller in accordance with its terms.

(c) Other than in connection or in compliance
with the provisions of the Kentucky Statute, Chapter 287
of the Kentucky Revised Statutes ("Chapter 287"), the
Securities Act of 1933, as amended, and the rules and
regulations thereunder (the "Securities Act"), the
Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (the "Exchange Act"),
the securities or blue sky laws of the various states,
the 1940 Act, or filings, consents, reviews,
authorizations, approvals or exemptions required of any
other governmental agencies or governing boards having
regulatory authority over Seller, no notice to, filing
with, exemption or review by, or authorization, consent
or approval of, any public body or authority is necessary
for the consummation by Seller of the transactions
contemplated by this Agreement.

- 6 -
<PAGE> 11

2.05. Seller Financial Statements.
---------------------------

2.07. Title to and Condition of Assets.
--------------------------------

- 7 -
<PAGE> 12

2.08. Real Property.
-------------

(b) There is no pending action involving
Seller as to the title of or the right to use any of the
Real Property.

- 8 -
<PAGE> 13
periods up to and including the latest period covered by such Seller
Financial Statements. Seller has no liability material to the
Condition of Seller for any such taxes in excess of the amounts so
paid or reserves so established, and no material deficiencies for any
tax, assessment or governmental charge have been proposed, asserted or
assessed (tentatively or definitely) against Seller which would not be
covered by existing reserves. Seller is not delinquent in the payment
of any tax, assessment or governmental charge, nor has it requested
any extension of time within which to file any tax returns in respect
of any fiscal year which have not since been filed and no requests for
waivers of the time to assess any tax are pending. No federal or
state income tax return of Seller has been audited by the Internal
Revenue Service (the "IRS") or any state tax authority for the seven
(7) most recent full calendar years. There is no deficiency or refund
litigation or, to the best knowledge of Seller, matter in controversy
with respect to Seller Returns. Seller has not extended or waived any
statute of limitations on the assessment of any tax due that is
currently in effect.

2.10. Material Adverse Effect. Since December 31,
-----------------------
1996, there has been no Material Adverse Effect on Seller.

2.11. Loans, Commitments and Contracts.
--------------------------------

(a) Except as listed on Schedule 2.11(a), as
----------------
of the date hereof Seller is not a party to or is not
bound by any:

(i) agreement, contract, arrangement,
understanding or commitment with any labor
union;

(ii) franchise or license agreement;

(iii) written employment, severance,
termination pay, agency, consulting or similar
agreement or commitment in respect of personal
services;

(vii) contract or agreement which is a
"material contract" within the meaning of Item
601(b)(10) of Regulation S-K as promulgated by
the SEC to be

- 9 -
<PAGE> 14
performed after the date of this Agreement
that has not been filed or incorporated by
reference in the Seller Reports;

(viii) lease with annual rental payments
aggregating $10,000 or more;

(xi) investment advisory agreements
(within the meaning of the 1940 Act).

2.13. Litigation and Other Proceedings. Except
--------------------------------
as set forth on Schedule 2.13 or otherwise disclosed in the Seller
-------------
Financial Statements, Seller is not a party to any pending or, to
the best knowledge of Seller, threatened claim, action, suit,
investigation or proceeding, or is subject to any order, judgment
or decree, except for matters which, in the aggregate, will not
have, or reasonably could not be expected to have, a Material
Adverse Effect on Seller.

2.14. Directors' and Officers' Insurance. Seller
----------------------------------
has taken or will take all requisite action (including, without
limitation, the making of claims and the giving of notices)
pursuant to its directors' and officers' liability insurance policy
or policies in order to preserve all rights thereunder with respect

2.15. Compliance with Laws.
--------------------

- 11 -
<PAGE> 16

2.18. Employee Benefit Plans.
----------------------

- 12 -
<PAGE> 17

(d) Seller has no liability for any post-
retirement health, medical or similar benefit of any kind
whatsoever, except as required by statute or regulation.

(e) Seller has no material liability under
ERISA or the Code as a result of its being a member of a
group described in Sections 414(b), (c), (m) or (o) of
the Code.

- 13 -
<PAGE> 18
not (A) increased the rate of compensation of, or paid any bonus to,
any of its directors, officers, or other employees, except in
accordance with existing policy, (B) entered into any new, or amended
or supplemented any existing, employment, management, consulting,
deferred compensation, severance, or other similar contract, (C)
entered into, terminated, or substantially modified any of the Seller
Employee Plans or (D) agreed to do any of the foregoing; (ix) Seller
has not suffered any material damage, destruction, or loss, whether as
the result of fire, explosion, earthquake, accident, casualty, labor
trouble, requisition, or taking of property by any Regulatory
Authority, flood, windstorm, embargo, riot, act of God or the enemy,
or other casualty or event, and whether or not covered by insurance;
(x) Seller has not cancelled or compromised any debt; and (xi) Seller
has not entered into any material transaction, contract or commitment
outside the ordinary course of its business.

2.20. Absence of Undisclosed Liabilities.
----------------------------------

(i) liabilities and obligations
reflected on the Seller Financial Statements;

(ii) operating leases reflected on
Schedule 2.11; and
-------------

- 14 -
<PAGE> 19

2.22. Registration Obligations. Seller is not
------------------------
under any obligation, contingent or otherwise, which will survive the
Effective Time by reason of any agreement to register any
transaction involving any of its securities under the Securities
Act.

(b) owns directly or indirectly, in whole or
in part, any property that Seller uses or otherwise has
rights in respect of; or

2.27. Brokers and Finders. Neither Seller nor
-------------------
any of its officers, directors or employees has employed any broker or
finder or incurred any liability for any financial advisory fees,
brokerage fees, commissions or finder's fees, and no broker or
finder has acted directly or indirectly for Seller in connection
with this Agreement or the transactions contemplated hereby.

- 15 -
<PAGE> 20

ARTICLE III
-----------

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYERS

3.02. Capitalization of Unified. The authorized
-------------------------
capital stock of Unified consists of (i) 300,000 shares of Unified
Common Stock and (ii) 1,000,000 shares of preferred stock, $0.01
par value ("Unified Preferred Stock"). As of the date hereof,
17,069 shares of Unified Preferred Stock were issued and
outstanding and, as of the Closing Date, excluding shares of
Unified Common Stock to be issued in connection with the Merger,
the pending acquisition of Health Financial, Inc. and any
acquisition transaction by Unified that is announced after the date
hereof, 300,000 shares of Unified Common Stock will be issued and
outstanding. Unified has designated 10,000 shares of Unified
Preferred Stock as "Series A 8% Cumulative Preferred Stock," of
which 8,486 shares are issued and outstanding, and 10,000 shares of
Unified Preferred Stock as "Series B 8% Cumulative Preferred
Stock," of which 8,583 shares were issued and outstanding. As of
the date hereof, Unified had no shares of Unified Common Stock
reserved for issuance under various Unified employee and/or
director stock option, incentive and/or benefit plans ("Unified
Employee/Director Stock Grants"). Seller hereby acknowledges that
Unified anticipates filing with the Secretary of State of the State
of Delaware, prior to the Effective Time, documents to effect (i)
a change of the par value of the Unified Common Stock to $0.01,
(ii) an increase in the number of shares of Unified Common Stock
authorized to 25,000,000 and (iii) a possible reduction in the
number of shares of Unified Preferred Stock authorized to a number
equal to or greater than the number currently outstanding. In
addition, Seller hereby acknowledges that Unified may effect a two-
for-one stock split prior to the Effective Time, which split would
increase the number of shares of Unified Common Stock then issued
and outstanding to 600,000.

- 16 -
<PAGE> 21
from qualifying as a reorganization within the meaning of Section 368
of the Code or (ii) materially impede or delay receipt of any approval
referred to in Section 6.01(b) or the consummation of the transactions
contemplated by this Agreement. Except as set forth above, there
are no other Equity Securities of Unified outstanding. All of the
issued and outstanding shares of Unified Common Stock are validly
issued, fully paid, and nonassessable, and have not been issued in
violation of any preemptive right of any shareholder of Unified.
At the Effective Time, the Unified Common Stock to be issued in the
Merger will be duly authorized, validly issued, fully paid and
nonassessable, will not be issued in violation of any preemptive
right of any shareholder of Unified.

3.03. Authorization.
-------------

(c) Other than in connection with or in
compliance with the provisions of the Kentucky Statute,
Chapter 287, the Securities Act, the Exchange Act, the
1940 Act, the securities or blue sky laws of the various
states or any required approvals of any other Regulatory
Authority, no notice to, filing with, exemption or review
by, or authorization, consent or approval of, any public
body or authority is necessary for the consummation by
Unified and Merger Sub of the transactions contemplated
by this Agreement.

- 17 -
<PAGE> 22
1996, together with the notes thereto, audited by Larry E. Nunn
Associates, L.L.C. (collectively, the "Unified Financial Statements"),
have been prepared in accordance with GAAP, present fairly the
consolidated financial position of Unified and its Subsidiaries at the
dates thereof and the consolidated results of operations, changes in
shareholders' equity and cash flows of Unified and its Subsidiaries
for the periods stated therein and are derived from the books and
records of Unified and its Subsidiaries, which are complete and
accurate in all material respects and have been maintained in
accordance with good business practices. Neither Unified nor any
of its Subsidiaries has any material contingent liabilities that
are not described in the Unified Financial Statements.

3.06. Material Adverse Effect. Since December 31,
-----------------------
1996, there has been no Material Adverse Effect on Unified and its
Subsidiaries, taken as a whole.

3.08. Proxy Statement, Etc. None of the information
---------------------
regarding Unified or any of its Subsidiaries to be supplied by
Buyers for inclusion or included in (i) the Proxy Statement or (ii)
any other documents to be filed with any Regulatory Authority in
connection with the transactions contemplated hereby will, at the
respective times such documents are filed with any Regulatory
Authority and, with respect to the Proxy Statement, when mailed, be
false or misleading with respect to any material fact, or omit to
state any material fact necessary in order to make the statements
therein not misleading or, in the case of the Proxy Statement or
any amendment thereof or supplement thereto, at the time of the
meeting of shareholders referred to in Section 5.03, be false or
misleading with respect to any material fact, or omit to state any
material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of any proxy for
such meeting. All documents which Unified or Merger Sub are
responsible for filing with any Regulatory Authority in connection
with the Merger will comply as to form in all material respects
with the provisions of applicable law.

- 18 -
<PAGE> 23
documents do not omit any material fact necessary to make the
statements contained herein or therein not misleading.

ARTICLE IV
----------

CONDUCT OF BUSINESSES PRIOR TO THE EFFECTIVE TIME

(a) declare, set aside or pay any dividends or
other distributions, directly or indirectly, in respect
of its capital stock;

(d) propose or adopt any amendments to its
Articles of Incorporation or other charter document or
Bylaws;

- 19 -
<PAGE> 24
significant portion of the business or assets of Seller
or the acquisition of Equity Securities of Seller or the
merger of Seller with any person (other than Buyers) or
any similar transaction (each such transaction being
referred to herein as an "Acquisition Transaction"), or
(ii) provide any such person with information or
assistance or negotiate with any such person with respect
to an Acquisition Transaction, and Seller shall promptly
notify Buyers orally of all the relevant details relating
to all inquiries, indications of interest and proposals
which it may receive with respect to any Acquisition
Transaction;

ARTICLE V
---------

ADDITIONAL AGREEMENTS

- 20 -
<PAGE> 25
during the period prior to the Effective Time, to all their respective
properties, books, contracts, commitments and records and, during such
period, each shall furnish promptly to the other (i) a copy of each
report, schedule and other document filed or received by it during
such period pursuant to the requirements of federal and state
securities laws and (ii) all other information concerning its
business, properties and personnel as the other may reasonably
request. Each party shall, and shall cause its advisors and
representatives to, (A) hold confidential all information
obtained in connection with any transaction contemplated hereby
with respect to the other party and its Subsidiaries which is not
otherwise public knowledge, (B) in the event of a termination of
this Agreement, return all documents (including copies thereof)
obtained hereunder from the other party or any of its Subsidiaries
to it and (C) use their respective best efforts to cause all of
such party's confidential information obtained pursuant to this
Agreement or in connection with the negotiation of this Agreement
to be treated as confidential and not use, or knowingly permit
others to use, any such information unless such information becomes
generally available to the public.

5.02. Registration Statement; Regulatory Matters.
------------------------------------------

5.03. Shareholder Approval. Seller shall call a
--------------------
meeting of its shareholders to be held as soon as practicable after
the date hereof for the purpose of voting upon this Agreement and
the Merger. In connection with such meeting, Seller shall prepare,
subject to the review and consent of Unified, the Proxy Statement
and mail the same to the shareholders of Seller. The Board of
Directors of Seller shall submit for approval of Seller's share-
holders the matters to be voted upon at such meeting. The Board of
Directors of Seller hereby does and shall recommend this Agreement
and the transactions contemplated hereby to shareholders of Seller
and use its reasonable best efforts to obtain any vote of Seller's
shareholders necessary for the approval of this Agreement. Seller
and the Principal Shareholder shall use their best efforts to
obtain all other Shareholder Approvals.

- 21 -
<PAGE> 26

5.07. Expenses. Each party hereto shall bear its own
--------
expenses incident to preparing, entering into and carrying out this
Agreement and to consummating the Merger.

5.08. Miscellaneous Agreements.
------------------------

(a) Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use its
respective best efforts to take, or cause to be taken,
all action, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the
transactions contemplated by this Agreement as
expeditiously as possible, including, without limitation,
using its respective best efforts to lift or rescind any
injunction or restraining order or other order adversely
affecting the ability of the parties to consummate the
transactions contemplated hereby. Each party shall use its
best efforts to obtain consents of all third parties and

- 22 -
<PAGE> 27
Regulatory Authorities necessary or, in the opinion
of Buyers, desirable for the consummation of the
transactions contemplated by this Agreement.

5.09. Employee Agreements and Benefits.
--------------------------------

5.10. Press Releases. Except as may be required
--------------
by law, Seller and Unified shall consult and agree with each other as
to the form and substance of any proposed press release relating to
this Agreement or any of the transactions contemplated hereby.

5.11. State Takeover Statutes. Seller will take
-----------------------
all steps necessary to exempt the transactions contemplated by this
Agreement and any agreement contemplated hereby from, and if
necessary challenge the validity of, any applicable state takeover
law.

- 23 -
<PAGE> 28
so long as they would (but for the Merger) otherwise survive and
continue in full force and effect. To the extent that Seller's
existing directors' and officers' liability insurance policy would
provide coverage for any action or omission occurring prior to the
Effective Time, Seller agrees to give proper notice to the
insurance carrier and to Unified of a potential claim thereunder so
as to preserve Seller's rights to such insurance coverage.

5.13. Tax Opinion Certificates. Seller shall use
------------------------
its reasonable best efforts to cause such of its executive officers,
directors and/or holders of one percent (1%) or more of the Seller
Common Stock (including shares beneficially held) as may be
requested by Thompson Coburn to timely execute and deliver to
Thompson Coburn certificates substantially in the form of Exhibit A
or Exhibit B hereto, as the case may be. ---------
---------

ARTICLE VI
----------

CONDITIONS

(c) Neither Seller nor Buyers shall be subject
to any order, decree or injunction of a court or agency
of competent jurisdiction which enjoins or prohibits the
consummation of the Merger.

- 24 -
<PAGE> 29

(d) No Material Adverse Effect. Since the
--------------------------
date of this Agreement, there shall have been no Material
Adverse Effect on Unified and its Subsidiaries, taken as
a whole.

(f) Registration Statement. The Registration
----------------------
Statement shall have been declared effective and shall
not be subject to a stop order or any threatened stop
order.

(a) Representations and Warranties. The
------------------------------
representations and warranties of Seller set forth in
Article II of this Agreement shall be true and correct in
all material respects as of the date of this Agreement
and as of the Effective Time (as though made on and as of
the Effective Time, except (i) to the extent such
representations and warranties are by their express
provisions made as of a specific date, (ii) where the
facts which caused the failure of any representation or
warranty to be so true and correct have not resulted, and
are not likely to result, in a Material Adverse Effect on
Seller, and (iii) for the effect of transactions
contemplated by this Agreement) and Buyers shall have

- 25 -
<PAGE> 30
received a certificate of the President of Seller,
signing solely in his capacity as an officer of Seller,
to such effect.

(d) No Material Adverse Effect. Since the
--------------------------
date of this Agreement, there shall have been no Material
Adverse Effect on Seller.

(f) Opinion of Accountant. Unified shall have
---------------------
received an opinion letter, dated as of the Closing Date,
from its independent public accountants, to the effect
that the Merger will qualify for pooling-of-interests
accounting treatment under Accounting Principles Board
Opinion No. 16 if closed and consummated in accordance
with this Agreement.

ARTICLE VII
-----------

TERMINATION, AMENDMENT AND WAIVER

7.01. Termination. This Agreement may be terminated
-----------
at any time prior to the Effective Time, whether before or after
approval by Seller's shareholders:

(a) by mutual consent by the Boards of
Directors of Unified and Seller;

(c) by the Board of Directors of Unified or
the Board of Directors of Seller if any Regulatory
Authority whose approval is required for the consummation
of the transactions contemplated hereby has denied
approval of the Merger and such denial has become final
and nonappealable or (ii) the shareholders of Seller
shall not have approved this Agreement at the meeting
referred to in Section 5.03;

- 26 -
<PAGE> 31
the breaching party by the non-breaching party or is
not waived by the non-breaching party during such
period;

(e) by the Board of Directors of Unified
pursuant to and in accordance with the provisions of
Section 5.05 hereof; or

ARTICLE VIII
------------

INDEMNIFICATION

8.01. Indemnification of Buyers. By execution of
-------------------------
this Agreement, the Principal Shareholder hereby acknowledges that
Unified shall be entitled to full indemnification by the Principal
Shareholder of the following:

(a) any and all loss, liability or damage
(including judgments and settlement payments) incurred by
Seller or Unified incident to, arising in connection with
or resulting from any misrepresentation, breach,
nonperformance or inaccuracy of any representation,
warranty or covenant (to the extent such covenant is to
be performed prior to the Closing Date) by Seller made or
contained in this Agreement or in any Exhibit, Schedule,
certificate or other document executed and delivered to
Unified by the Principal Shareholder or by or on behalf
of Seller under or pursuant to this Agreement or the
transactions contemplated herein;

- 27 -
<PAGE> 32

(d) except to the extent of payments actually
received by Unified pursuant to any insurance policies
under which Seller is insured, any and all loss,
liability or damage (including judgments and settlement
payments) incurred by them incident to, arising in
connection with or resulting from any act or failure to
act by the Principal Shareholder or by Seller or its
employees prior to the Closing Date; and

In case a claim shall be made or any action shall be
brought in respect of which recovery through indemnity will lie
against the Principal Shareholder pursuant to any provision of this
Agreement, Unified shall promptly notify the Principal Shareholder
in writing, and the Principal Shareholder shall promptly assume the
defense thereof, including with the consent of Unified, which
consent shall not be unreasonably withheld, the employment of
counsel, the payment of all expenses and the right to negotiate and
consent to settlement. Unified shall have the right to employ
separate counsel with respect to any such claim or in any such
action and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of Unified unless
the employment of such counsel has been specifically authorized in
writing by the Principal Shareholder or there is a conflict of
interest that would prevent counsel for the Principal Shareholder
from adequately representing both the Principal Shareholder, on the
one hand, and Seller and Unified on the other hand, or would
prevent counsel for Seller from adequately representing both Seller
and Unified. The Principal Shareholder shall not be liable for any
settlement of any such action effected without their written
consent, but if settled with the written consent of the Principal
Shareholder or if there be a final judgment for the plaintiff in
any such action for which the Principal Shareholder is required
hereunder to assume the defense, the Principal Shareholder agrees
to indemnify and hold harmless Unified and Seller from and against
any loss or liability by reason of such settlement or judgment.

8.02. Indemnification of Seller's Shareholders.
----------------------------------------
By execution of this Agreement, Unified hereby acknowledges that each
shareholder of Seller as set forth on the Seller Shareholder List
(collectively, the "Shareholders") shall be entitled to full
indemnification by Unified of the following:

(a) any and all loss, liability or damage
(including judgments and settlement payments) incurred by
the Shareholders incident to, arising in connection with or

- 28 -
<PAGE> 33
resulting from any misrepresentation, breach,
nonperformance or inaccuracy of any representation,
warranty or covenant by Unified made or contained in this
Agreement or in any Exhibit, Schedule, certificate or
other document executed and delivered to the Shareholders
by Unified; and

In case a claim shall be made or any action shall be
brought in respect of which recovery through indemnity will lie
against Unified pursuant to any provision of this Agreement, the
Shareholders shall promptly notify Unified in writing, and Unified
shall promptly assume the defense thereof, including with the
consent of the Shareholders, which consent shall not be
unreasonably withheld, the employment of counsel, the payment of
all expenses and the right to negotiate and consent to settlement.
The Shareholders shall have the right to employ separate counsel
with respect to any such claim or in any such action and to
participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the Shareholders unless the
employment of such counsel has been specifically authorized in
writing by Unified or there is a conflict of interest that would
prevent counsel for Unified from adequately representing both
Seller and Unified, on the one hand, and the Shareholders, on the
other hand. Unified shall not be liable for any settlement of any
such action effected without its written consent, but if settled
with the written consent of Unified or if there be a final judgment
for the plaintiff in any such action for which Unified is required
hereunder to assume the defense, Unified agrees to indemnify and
hold harmless the Shareholders from and against any loss or
liability by reason of such settlement or judgment.

8.03. Payment of Claims for Indemnification. Any
-------------------------------------
amounts to be indemnified to Unified shall be the responsibility of
the Principal Shareholder and shall be paid promptly upon notice of
Unified to the Principal Shareholder of incurrence of such loss,
liability, cost, expense or damage and an explanation of the losses
for Unified's demand for indemnification under Article 8 of this
Agreement. Any amounts payable to the Shareholders pursuant to the
provisions of Section 8.02 of this Agreement shall be the
responsibility of Unified and shall be paid promptly upon notice of
the Shareholders to Unified of incurrence of such loss, liability,
cost, expense or damage and an explanation of the losses for the
Shareholders' demand for indemnification under Section 8.02 of this
Agreement.

8.04. Survival of Indemnification. Any other
---------------------------
provision hereof to the contrary notwithstanding, the parties agree
that the representations and warranties of the parties contained in
this Agreement and any certificates delivered pursuant to this
Agreement shall survive for a period of twelve (12) months after
the Closing Date for purposes of this Article 8, regardless of any
investigation made by either party prior to the date hereof or
prior to the Closing Date. Unified and the Shareholders shall only
be entitled to indemnification under this Article 8 for breaches of
representations and warranties if a written notice describing the
claim for which indemnification is sought is signed by the party
claiming indemnification not later than twelve months following the
Closing Date. Any claim for indemnification pursuant to this
Article 8 for breaches of representations and warranties not made
prior to the expiration of such twelve month period shall be
extinguished, and all representations and warranties with respect
to which no claim is made prior to the expiration of such twelve
month period shall expire and be of no further force and effect.

- 29 -
<PAGE> 34

ARTICLE IX
----------

GENERAL PROVISIONS

9.01. Non-Survival of Representations, Warranties
-------------------------------------------
and Agreements. No investigation by the parties hereto made heretofore
- --------------
or hereafter shall affect the representations and warranties of the
parties which are contained herein and each such representation and
warranty shall survive such investigation. Except as set forth
below in this Section 9.01, all representations, warranties and
agreements in this Agreement of Buyers and Seller or in any
instrument delivered by Buyers or Seller pursuant to or in
connection with this Agreement shall expire at the Effective Time
or upon termination of this Agreement in accordance with its terms.
In the event of consummation of the Merger, the agreements
contained in or referred to in Sections 1.07-1.11, 5.02(b), 5.06,
5.08, 5.09, 5.12 and 5.13 and Article 8 shall survive the Effective
Time. In the event of termination of this Agreement in accordance
with its terms, the agreements contained in or referred to in the
second sentence of Section 5.01 and Sections 5.08 and 7.02 shall
survive such termination.

9.02. No Assignment; Successors and Assigns.
-------------------------------------
This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, but
neither this Agreement nor any right or obligation set forth in any
provision hereof may be transferred or assigned by any party hereto
without the prior written consent of the other party, and any
purported transfer or assignment in violation of this Section 9.02
shall be void and of no effect. There shall not be any third party
beneficiaries of any provisions hereof except for Sections 1.08,
5.08, 5.09 and 5.12 and Article 8, which may be enforced against
Buyers or Seller by the parties therein identified.

9.03. No Implied Waiver. No failure or delay
-----------------
on the part of either party hereto to exercise any right, power or
privilege hereunder or under any instrument executed pursuant
hereto shall operate as a waiver nor shall any single or partial
exercise of any right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power
or privilege.

9.05. Entire Agreement. This Agreement, the
----------------
Exhibits and the Schedules hereto constitute the entire agreement
between the parties with respect to the subject matter hereof,
supersede all prior negotiations, representations, warranties,
commitments, offers, letters of interest or intent, proposal letters,
contracts, writings or other agreements or understandings, whether
written or oral, with respect thereto, including that certain
Agreement and Plan of Merger dated as of the date hereof by and among
Unified, Merger Sub, Seller and the Principal Shareholder.

9.07. Notices. All notices and other communications
-------
hereunder shall be in writing and shall be deemed to be duly
received (i) on the date given if delivered personally or (ii) upon
confirmation of receipt, if by facsimile transmission or (iii) on
the date received if mailed by registered or certified mail (return
receipt requested), to the parties at the following addresses (or
at such other address for a party as shall be specified by like
notice):

- 30 -
<PAGE> 35

(i) if to Buyers:

Unified Holdings, Inc.
429 North Pennsylvania Street
Indianapolis, Indiana 46204
Attention: President
Telecopy: (317) 632-7805

Copies to:

Mr. Timothy L. Ashburn, Chairman
1104 Buttonwood Court
Lexington, Kentucky 40515

and
Thompson Coburn
One Mercantile Center
St. Louis, Missouri 63101
Attention: Charles H. Binger, Esq.
Telecopy: (314) 552-7000

(ii) if to Seller or Principal Shareholder:

First Lexington Trust Company
3320 Tates Creek Road
Lexington, Kentucky 40502
Attention: Dr. Gregory Kasten, President
Telecopy: (606) 266-5211

9.08. Severability. Any term, provision, covenant
------------
or restriction contained in this Agreement held by a court or a
Regulatory Authority of competent jurisdiction to be invalid, void
or unenforceable, shall be ineffective to the extent of such
invalidity, voidness or unenforceability, but neither the remaining
terms, provisions, covenants or restrictions contained in this
Agreement nor the validity or enforceability thereof in any other
jurisdiction shall be affected or impaired thereby. Any term,
provision, covenant or restriction contained in this Agreement that
is so found to be so broad as to be unenforceable shall be
interpreted to be as broad as is enforceable.

9.09. Governing Law. This Agreement shall
-------------
be governed by and controlled as to validity, enforcement,
interpretation, effect and in all other respects by the internal
laws of the State of Delaware, without regards to its conflict of
laws principles.

[remainder of this page intentionally left blank]

- 31 -
<PAGE> 36

IN WITNESS WHEREOF, Buyers and Seller have caused this
Agreement to be signed and, by such signature, acknowledged by
their respective officers thereunto duly authorized, and such
signatures to be attested to by their respective officers thereunto
duly authorized, all as of the date first above written.

"BUYERS"

UNIFIED HOLDINGS, INC.
ATTEST:

/s/ William C. Presson By: /s/ Timothy L. Ashburn
- ------------------------------ ----------------------------------
Timothy L. Ashburn, Chairman and
Chief Executive Officer

/s/ Carol J. Highsmith By: /s/ Lynn E. Wood
- ------------------------------ ----------------------------------
Lynn E. Wood, President and
Chief Operating Officer

FLTC ACQUISITION CORPORATION
ATTEST:

/s/ William C. Presson By: /s/ Timothy L. Ashburn
- ------------------------------ ----------------------------------
Timothy L. Ashburn, President and
Chief Executive Officer

"SELLER"

FIRST LEXINGTON TRUST COMPANY
ATTEST:

/s/ William C. Presson By: /s/ Dr. Gregory W. Kasten
- ------------------------------ ----------------------------------
Dr. Gregory W. Kasten, President

"PRINCIPAL SHAREHOLDER"

/s/ Dr. Gregory W. Kasten
-------------------------------------
Dr. Gregory W. Kasten

- 32 -

<PAGE> 1

=======================================================================

AGREEMENT AND PLAN OF MERGER

between

UNIFIED HOLDINGS, INC.,
a Delaware corporation

and

VAI ACQUISITION CORPORATION,
a Delaware corporation, as Buyers,

and

VINTAGE ADVISERS, INC.,
a Delaware corporation, as Seller

Dated May 8, 1997

=======================================================================

<PAGE> 2
<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
<S> <C>
ARTICLE I THE MERGER. . . . . . . . . . . . . . . . . . . . . . 1

1.01. The Merger. . . . . . . . . . . . . . . . . . . . . . 1
1.02. Closing . . . . . . . . . . . . . . . . . . . . . . . 1
1.03. Effective Time. . . . . . . . . . . . . . . . . . . . 1
1.04. Additional Actions. . . . . . . . . . . . . . . . . . 2
1.05. Certificate of Incorporation and Bylaws . . . . . . . 2
1.06. Boards of Directors and Officers. . . . . . . . . . . 2
1.07. Conversion of Securities. . . . . . . . . . . . . . . 2
1.08. Exchange Procedures . . . . . . . . . . . . . . . . . 3
1.09. Dissenting Shares . . . . . . . . . . . . . . . . . . 4
1.10. No Fractional Shares. . . . . . . . . . . . . . . . . 4
1.11. Closing of Stock Transfer Books . . . . . . . . . . . 4
1.12. Anti-Dilution Adjustments . . . . . . . . . . . . . . 4
1.13. Reservation of Right to Revise Transaction. . . . . . 5
1.14. Material Adverse Effect . . . . . . . . . . . . . . . 5

ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF
SELLER. . . . . . . . . . . . . . . . . . . . . . . . 5

2.01. Organization and Authority. . . . . . . . . . . . . . 5
2.02. Subsidiaries. . . . . . . . . . . . . . . . . . . . . 5
2.03. Capitalization. . . . . . . . . . . . . . . . . . . . 6
2.04. Authorization . . . . . . . . . . . . . . . . . . . . 6
2.05. Seller Financial Statements.. . . . . . . . . . . . . 7
2.06. Seller Reports. . . . . . . . . . . . . . . . . . . . 8
2.07. Title to and Condition of Assets. . . . . . . . . . . 8
2.08. Real Property . . . . . . . . . . . . . . . . . . . . 8
2.09. Taxes . . . . . . . . . . . . . . . . . . . . . . . . 9
2.10. Material Adverse Effect . . . . . . . . . . . . . . . 10
2.11. Loans, Commitments and Contracts. . . . . . . . . . . 10
2.12. Absence of Defaults . . . . . . . . . . . . . . . . . 11
2.13. Litigation and Other Proceedings. . . . . . . . . . . 11
2.14. Directors' and Officers' Insurance. . . . . . . . . . 11
2.15. Compliance with Laws. . . . . . . . . . . . . . . . . 12
2.16. Labor . . . . . . . . . . . . . . . . . . . . . . . . 13
2.17. Material Interests of Certain Persons . . . . . . . . 13
2.18. Employee Benefit Plans. . . . . . . . . . . . . . . . 13
2.19. Conduct of Seller to Date . . . . . . . . . . . . . . 15
2.20. Absence of Undisclosed Liabilities. . . . . . . . . . 15
2.21. Proxy Statement, Etc. . . . . . . . . . . . . . . . . 16
2.22. Registration Obligations. . . . . . . . . . . . . . . 16
2.23. Tax and Regulatory Matters. . . . . . . . . . . . . . 16
2.24. Intellectual Property; Patents; Trademarks;
Trade Names . . . . . . . . . . . . . . . . . . . . . 16
2.25. Bank Accounts . . . . . . . . . . . . . . . . . . . . 17
2.26. Transactions with Affiliates. . . . . . . . . . . . . 17
2.27. Brokers and Finders . . . . . . . . . . . . . . . . . 17
2.28. Accuracy of Information . . . . . . . . . . . . . . . 17

<PAGE> 3

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF
BUYERS. . . . . . . . . . . . . . . . . . . . . . . . 17

3.01. Organization and Authority. . . . . . . . . . . . . . 17
3.02. Capitalization of Unified . . . . . . . . . . . . . . 18
3.03. Authorization . . . . . . . . . . . . . . . . . . . . 18
3.04. Unified Financial Statements. . . . . . . . . . . . . 19
3.05. Unified Reports . . . . . . . . . . . . . . . . . . . 19
3.06. Material Adverse Effect . . . . . . . . . . . . . . . 19
3.07. Legal Proceedings or Other Adverse Facts. . . . . . . 20
3.08. Proxy Statement, Etc. . . . . . . . . . . . . . . . . 20
3.09. Brokers and Finders . . . . . . . . . . . . . . . . . 20
3.10. Accuracy of Information . . . . . . . . . . . . . . . 20

ARTICLE IV CONDUCT OF BUSINESSES PRIOR TO THE EFFECTIVE
TIME. . . . . . . . . . . . . . . . . . . . . . . . . 20

4.01. Conduct of Businesses Prior to the Effective
Time. . . . . . . . . . . . . . . . . . . . . . . . . 20
4.02. Forbearances of Seller. . . . . . . . . . . . . . . . 20
4.03. Forbearances of Buyers. . . . . . . . . . . . . . . . 22

ARTICLE V ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . 22

5.01. Access and Information. . . . . . . . . . . . . . . . 22
5.02. Registration Statement; Regulatory Matters. . . . . . 23
5.03. Stockholder Approval. . . . . . . . . . . . . . . . . 23
5.04. Current Information . . . . . . . . . . . . . . . . . 23
5.05. Environmental Reports . . . . . . . . . . . . . . . . 24
5.06. Agreements of Affiliates. . . . . . . . . . . . . . . 24
5.07. Expenses. . . . . . . . . . . . . . . . . . . . . . . 24
5.08. Miscellaneous Agreements. . . . . . . . . . . . . . . 24
5.09. Employee Agreements and Benefits. . . . . . . . . . . 25
5.10. Press Releases. . . . . . . . . . . . . . . . . . . . 25
5.11. State Takeover Statutes . . . . . . . . . . . . . . . 25
5.12. Directors' and Officers' Indemnification. . . . . . . 25
5.13. Tax Opinion Certificates. . . . . . . . . . . . . . . 26
5.14. Employee Stock Options. . . . . . . . . . . . . . . . 26

ARTICLE VI CONDITIONS. . . . . . . . . . . . . . . . . . . . . . 26

6.01. Conditions to Each Party's Obligation to Effect
the Merger. . . . . . . . . . . . . . . . . . . . . . 26
6.02. Conditions to Obligations of Seller to Effect
the Merger. . . . . . . . . . . . . . . . . . . . . . 27
6.03. Conditions to Obligations of Buyers to Effect
the Merger. . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . 29

7.01. Termination . . . . . . . . . . . . . . . . . . . . . 29
7.02. Effect of Termination . . . . . . . . . . . . . . . . 29
7.03. Amendment . . . . . . . . . . . . . . . . . . . . . . 29
7.04. Waiver. . . . . . . . . . . . . . . . . . . . . . . . 30

- ii -
<PAGE> 4

ARTICLE VIII INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 30

8.01. Indemnification of Buyers . . . . . . . . . . . . . . 30
8.02. Indemnification of the Stockholders . . . . . . . . . 31
8.03. Payment of Claims for Indemnification . . . . . . . . 32
8.04. Survival of Indemnification . . . . . . . . . . . . . 32

ARTICLE IX GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . 32

9.01. Non-Survival of Representations, Warranties and
Agreements. . . . . . . . . . . . . . . . . . . . . . 32
9.02. No Assignment; Successors and Assigns . . . . . . . . 32
9.03. No Implied Waiver . . . . . . . . . . . . . . . . . . 33
9.04. Headings. . . . . . . . . . . . . . . . . . . . . . . 33
9.05. Entire Agreement. . . . . . . . . . . . . . . . . . . 33
9.06. Counterparts. . . . . . . . . . . . . . . . . . . . . 33
9.07. Notices . . . . . . . . . . . . . . . . . . . . . . . 33
9.08. Severability. . . . . . . . . . . . . . . . . . . . . 34
9.09. Governing Law . . . . . . . . . . . . . . . . . . . . 34
</TABLE>

LIST OF EXHIBITS

Exhibit A Stockholder Tax Certificate
Exhibit B Officer/Director Tax Certificate
Exhibit C Form of Opinion of Counsel of Buyer
Exhibit D Form of Opinion of Counsel of Seller

LIST OF SCHEDULES

Schedule 2.01 Articles/Bylaws/Lists of Stockholders
Schedule 2.02 Subsidiaries/Equity Securities
Schedule 2.03 Seller Stock Plans
Schedule 2.04(b) Events of Default
Schedule 2.05(a) Financial Statements
Schedule 2.08(a) Owned Real Property/Leased Real Property
Schedule 2.11(a) Contracts
Schedule 2.11(b) Insurance
Schedule 2.13 Litigation
Schedule 2.18(a) Employee Benefit Plans
Schedule 2.24 Intellectual Property; Patents; Trademarks; Trade Names
Schedule 2.25 Bank Accounts
Schedule 2.26 Transactions with Affiliates
Schedule 5.06 Affiliates

- iii -
<PAGE> 5

AGREEMENT AND PLAN OF MERGER
----------------------------

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of the 8th day of May 1997, by and among UNIFIED HOLDINGS,
INC., a Delaware corporation ("Unified"), and VAI ACQUISITION CORPORATION,
a Delaware corporation and wholly owned subsidiary of Unified ("Merger Sub"
and, collectively with Unified, the "Buyers"), on the one hand, and VINTAGE
ADVISERS, INC., a Delaware corporation ("Seller"), and Timothy L. Ashburn,
a stockholder of Seller (the "Principal Stockholder"), on the other hand.

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, the respective Boards of Directors of Unified, Merger
Sub and Seller have approved the merger (the "Merger") of Merger Sub with
and into Seller pursuant to the terms and subject to the conditions of this
Agreement; and

WHEREAS, each of Unified and Seller believe that such proposed
Merger, and the conversion of shares of Seller Common Stock (as defined in
Section 1.07 hereof) into shares of Unified Common Stock (as defined in
Section 1.07 hereof) in the manner provided in this Agreement is desirable
and in the best interests of their respective stockholders; and

WHEREAS, Unified and Seller intend that the Merger constitute a
reorganization within the meaning of Section 368 of the Internal Revenue
Code of 1986, as amended (the "Code"), and that the conversion of Seller
Common Stock into Unified Common Stock in connection with the Merger will
not give rise to gain or loss to the stockholders of Seller with respect
to such conversion; and

WHEREAS, the parties desire to provide for certain undertakings,
conditions, representations, warranties and covenants in connection with
the transactions contemplated by this Agreement.

NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, the parties
agree as follows:

ARTICLE I
---------

THE MERGER

1.01. The Merger. Subject to the terms and conditions of
----------
this Agreement, Merger Sub shall be merged with and into Seller in
accordance with the Delaware General Corporation Law (the "Delaware
Statute"), and the separate corporate existence of Merger Sub shall cease.
Seller shall be the surviving corporation of the Merger (sometimes referred
to herein as the "Surviving Corporation") and shall continue to be governed
by the laws of the State of Delaware.

1.02. Closing. The closing (the "Closing") of the Merger
-------
shall take place at 10:00 a.m., local time, on the date that the Effective
Time (as defined in Section 1.03) occurs (the "Closing Date"), or at such
other time, and at such place, as Buyers and Seller shall agree.

1.03. Effective Time. The Merger shall become effective (the
--------------
"Effective Time") upon the filing of a certificate of merger with the
Office of the Secretary of State of the State of Delaware. Unless
otherwise mutually agreed in writing by Buyers and Seller, subject to the
terms and conditions

- 1 -
<PAGE> 6
of this Agreement, the Effective Time shall occur on such date as Buyers
shall notify Seller in writing (such notice to be at least five business
days in advance of the Effective Time) but (i) not earlier than the
satisfaction of all conditions set forth in Section 6.01(a) and 6.01(b)
(the "Approval Date") and (ii) not later than the first business day of the
first full calendar month commencing at least five business days after the
Approval Date.

1.04. Additional Actions. If, at any time after the
------------------
Effective Time, Unified or the Surviving Corporation shall consider or be
advised that any further deeds, assignments or assurances or any other acts
are necessary or desirable to (a) vest, perfect or confirm, of record or
otherwise, in the Surviving Corporation, all right, title or interest in,
to or under any of the rights, properties or assets of Seller or Merger Sub
or (b) otherwise carry out the purposes of this Agreement, Seller and
Merger Sub and each of their respective officers and directors, shall be
deemed to have granted to the Surviving Corporation an irrevocable power
of attorney to execute and deliver all such deeds, assignments or
assurances and to do all acts necessary or desirable to vest, perfect or
confirm title and possession to such rights, properties or assets in the
Surviving Corporation and otherwise to carry out the purposes of this
Agreement, and the officers and directors of the Surviving Corporation are
authorized in the name of Seller or otherwise to take any and all such
action.

1.05. Certificate of Incorporation and Bylaws. The
---------------------------------------
Certificate of Incorporation and Bylaws of Seller in effect immediately
prior to the Effective Time shall be the Certificate of Incorporation and
Bylaws of the Surviving Corporation following the Merger, until otherwise
amended or repealed.

1.06. Boards of Directors and Officers. At the Effective
--------------------------------
Time, the directors and officers of Seller immediately prior to the
Effective Time shall be the directors and officers, respectively, of the
Surviving Corporation following the Merger, and such directors and officers
shall hold office in accordance with the Surviving Corporation's Bylaws and
applicable law; provided, however, as of the Effective Time of the Merger,
Surviving Corporation shall take any and all actions necessary to add
Timothy L. Ashburn as a member of the Board of Directors of Surviving
Corporation.

1.07. Conversion of Securities. At the Effective Time, by
------------------------
virtue of the Merger and without any action on the part of Buyers, Seller
or the holder of any of the following securities:

(a) Each share of the common stock, no par value, of
Merger Sub that is issued and outstanding immediately prior to
the Effective Time shall, without any action on the part of the
holder thereof, be converted into one fully paid and
nonassessable share of Common Stock of the Surviving
Corporation, which shall upon such conversion be validly issued
and outstanding, fully paid and nonassessable and shall not be
liable to any further call, nor shall the holder thereof be
liable for any further payments with respect thereto; and

(b) Subject to Sections 1.09, 1.10 and 1.12 hereof,
each share of common stock, $1.00 par value, of Seller ("Seller
Common Stock") issued and outstanding at the Effective Time
shall cease to be outstanding and shall be converted into and
become the right to receive 1.2 shares (the "Exchange Ratio") of
common stock, no par value, of Unified ("Unified Common Stock")
(the "Merger Consideration"); provided, however, in no event
shall the aggregate number of shares of Unified Common Stock
issued in the Merger exceed 120,000 (which number is inclusive
of shares of Unified Common Stock to be issued upon the exercise
of outstanding Seller Employee Stock Options (as hereinafter
defined).

- 2 -
<PAGE> 7

Shares of Seller Common Stock held by Seller, or by Unified or any of its
wholly owned "Subsidiaries" (as defined in Rule 1-02 of Regulation S-X
promulgated by the Securities and Exchange Commission (the "SEC")), in each
case other than in a fiduciary capacity or as a result of debts previously
contracted, shall be cancelled and shall not be exchanged after the
Effective Time for the Merger Consideration. In addition, no Dissenting
Shares (as defined in Section 1.09 of this Agreement) shall be converted
pursuant to this Section 1.07 but shall be treated in accordance with the
procedures set forth in Section 1.09 of this Agreement.

1.08. Exchange Procedures.
-------------------

(a) Within two (2) days following the Closing Date,
Unified shall mail or cause to be mailed to holders of record of
certificates representing shares of Seller Common Stock (the
"Certificates"), as identified on the Seller Stockholder List,
as provided pursuant to Section 1.11 hereof, letters advising
them of the effectiveness of the Merger and instructing them to
tender such Certificates to Unified, or in lieu thereof, such
evidence of lost, stolen or mutilated Certificates and such
surety bond or other security as Unified may reasonably require
(the "Required Documentation").

(b) Subject to Section 1.11, after the Effective
Time, each previous holder of a Certificate that surrenders such
Certificate or in lieu thereof, the Required Documentation, to
Unified, with a properly completed and executed letter of
transmittal with respect to such Certificate, will be entitled
to a certificate or certificates representing the Merger
Consideration.

(c) Each outstanding Certificate, until duly
surrendered to Unified, shall be deemed to evidence ownership of
the Merger Consideration into which the stock previously
represented by such Certificate shall have been converted
pursuant to this Agreement.

(d) After the Effective Time, holders of Certificates
shall cease to have rights with respect to the stock previously
represented by such Certificates, and their sole rights shall be
to exchange such Certificates for the Merger Consideration
issuable in the Merger. After the closing of the transfer books
as described in Section 1.11 hereof, there shall be no further
transfer on the records of Seller of Certificates, and if such
Certificates are presented to Seller for transfer, they shall be
cancelled against delivery of the Merger Consideration. Neither
Buyer nor the Surviving Corporation shall be obligated to
deliver the Merger Consideration to which any former holder of
Seller Common Stock is entitled as a result of the Merger until
such holder surrenders the Certificates or furnishes the
Required Documentation as provided herein. No dividends or
distributions declared after the Effective Time on the Unified
Common Stock will be remitted to any person until such person
surrenders the Certificate representing the right to receive
such Unified Common Stock or furnishes the Required
Documentation, at which time such dividends or declarations
shall be remitted to such person, without interest and less any
taxes that may have been imposed thereon. Certificates
surrendered for exchange by an affiliate shall not be exchanged
until Unified has received a written agreement from such
affiliate as required pursuant to Section 5.06 hereof. Neither
Unified nor any party to this Agreement nor any affiliate
thereof shall be liable to any holder of stock represented by
any Certificate for any Merger Consideration issuable in the
Merger that is paid to a public official pursuant to applicable
abandoned property, escheat or similar laws.

- 3 -
<PAGE> 8

1.09. Dissenting Shares.
-----------------

(a) "Dissenting Shares" means any shares held by any
holder who becomes entitled to payment of the fair value of such
shares under Section 262 of the Delaware Statute. Any holders
of Dissenting Shares shall be entitled to payment for such
shares only to the extent permitted by and in accordance with
the provisions of such law, and Unified shall cause the
Surviving Corporation to pay such consideration with funds
provided by Unified.

(b) Each party hereto shall give the other prompt
notice of any written demands for the payment of the fair value
of any shares, withdrawals of such demands and any other
instruments served pursuant to the Delaware Statute received by
such party, and Seller shall give Unified the opportunity to
participate in all negotiations and proceedings with respect to
such demands. Seller shall not voluntarily make payment with
respect to any demands for payment of fair value and shall not,
except with the prior written consent of Unified, which consent
shall not be unreasonably withheld, settle or offer to settle
any such demands.

1.10. No Fractional Shares. Notwithstanding any other
--------------------
provision of this Agreement, neither certificates nor scrip for fractional
shares of Unified Common Stock shall be issued in the Merger. Each holder
who otherwise would have been entitled to a fraction of a share of Unified
Common Stock shall receive in lieu thereof one share of Unified Common
Stock for the fractional share interest to which such holder would
otherwise be entitled.

1.11. Closing of Stock Transfer Books.
-------------------------------

(a) The stock transfer books of Seller shall be
closed at the end of business on the business day immediately
preceding the Closing Date. In the event of a transfer of
ownership of Seller Common Stock which is not registered in the
transfer records prior to the closing of such record books, the
Merger Consideration issuable with respect to such stock may be
delivered to the transferee, if the Certificate or Certificates
representing such stock is presented to Unified accompanied by
all documents required to evidence and effect such transfer and
all applicable stock transfer taxes are paid.

(b) At the Effective Time, Seller shall provide
Unified with a complete and verified list of registered holders
of Seller Common Stock based upon its stock transfer books as of
the closing of said transfer books, including the names,
addresses, certificate numbers and taxpayer identification
numbers of such holders (the "Seller Stockholder List"). Buyers
shall be entitled to rely upon the Seller Stockholder List to
establish the identity of those persons entitled to receive the
Merger Consideration specified in this Agreement, which list
shall be conclusive with respect thereto. In the event of a
dispute with respect to ownership of stock represented by any
Certificate, Buyers shall be entitled to deposit any Merger
Consideration represented thereby in escrow with an independent
third party and thereafter be relieved with respect to any
claims thereto.

1.12. Anti-Dilution Adjustments. Other than for the two-for-
-------------------------
one stock split with respect to the Unified Common Stock, which is to be
effected prior to the Effective Time, if between the date of this Agreement
and the Effective Time a share of Unified Common Stock shall be changed
into a different number of shares of Unified Common Stock or a different
class of shares by reason of reclassification, recapitalization, split-up,
combination, exchange of shares or readjustment, or if a stock

- 4 -
<PAGE> 9
dividend thereon shall be declared with a record date within such period,
then appropriate and proportionate adjustment or adjustments will be made
to the Exchange Ratio such that each stockholder of Seller shall be
entitled to receive such number of shares of Unified Common Stock or other
securities as such stockholder would have received pursuant to such
reclassification, recapitalization, split-up, combination, exchange of
shares or readjustment or as a result of such stock dividend had the record
date therefor been immediately following the Effective Time.

1.13. Reservation of Right to Revise Transaction. Buyers may
------------------------------------------
at any time change the method of effecting the acquisition of Seller by
Buyers (including, without limitation, the provisions of this Article I)
if and to the extent Buyers deem such change to be desirable, including,
without limitation, to provide for (i) a merger of Seller with and into
Merger, in which Merger Sub is the surviving corporation, or (ii) a merger
of Seller directly into Unified, in which Unified is the surviving
corporation; provided, however, that no such change shall (A) alter or
change the amount or kind of the Merger Consideration to be received by the
stockholders of Seller in the Merger, (B) adversely affect the tax
treatment to Seller stockholders, as generally described in Section 6.01(d)
hereof, as a result of receiving the Merger Consideration, or (C)
materially impede or delay receipt of any approvals, referred to in Section
6.01(b) or the consummation of the transactions contemplated by this
Agreement.

1.14. Material Adverse Effect. As used in this Agreement,
-----------------------
the term "Material Adverse Effect" with respect to an entity means any
condition, event, change or occurrence that has or may reasonably be
expected to have a material adverse effect on the condition (financial or
otherwise), properties, business or results of operations, of such entity
and its Subsidiaries, taken as a whole as reflected in the Seller Financial
Statements (as defined in Section 2.05(b)) or the Unified Financial
Statements (as defined in Section 3.04), as the case may be; it being
understood that a Material Adverse Effect shall not include: (i) a change
with respect to, or effect on, such entity and its Subsidiaries resulting
from a change in law, rule, regulation, generally accepted accounting
principles or regulatory accounting principles; or (ii) a change disclosed
in the Seller Financial Statements or the Unified Financial Statements, as
the case may be.

ARTICLE II
----------

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

As an inducement to Buyers to enter into and perform their
respective obligations under this Agreement, and notwithstanding any
examination, inspection, audit or any other investigation made by Buyers,
Seller represents and warrants to and covenants with Buyers as follows:

2.01. Organization and Authority. Seller is a corporation
--------------------------
duly organized, validly existing and in good standing under the laws of the
State of Delaware, is duly qualified to do business and is in good standing
in all jurisdictions where its ownership or leasing of property or the
conduct of its business requires it to be so qualified and has corporate
power and authority to own its properties and assets and to carry on its
business as it is now being conducted. Seller is registered as an
investment advisor under the Investment Advisors Act of 1940, as amended.
True and complete copies of the Certificate of Incorporation and Bylaws of
Seller are attached hereto as Schedule 2.01. Also attached hereto as
-------------
Schedule 2.01 are true and complete lists of the stockholders of Seller,
- -------------
as of a date hereof.

2.02. Subsidiaries. Schedule 2.02 sets forth, a complete and
------------ -------------
correct list of all of Seller's Subsidiaries; each a "Seller Subsidiary"
and, collectively, the "Seller Subsidiaries"), all outstanding Equity
Securities (as defined in Section 2.03) of each, all of which are owned
directly or indirectly by

- 5 -
<PAGE> 10
Seller. Except as disclosed in Schedule 2.02, all of the outstanding
-------------
shares of capital stock of the Seller Subsidiaries owned directly or
indirectly by Seller are validly issued, fully paid and nonassessable and
are owned free and clear of any lien, claim, charge, option, encumbrance,
agreement, mortgage, pledge, security interest or restriction (a "Lien")
with respect thereto. Each of the Seller Subsidiaries is a corporation
duly incorporated or organized and validly existing under the laws of its
jurisdiction of incorporation or organization, and has corporate power and
authority to own or lease its properties and assets and to carry on its
business as it is now being conducted. Each of the Seller Subsidiaries is
duly qualified to do business in each jurisdiction where its ownership or
leasing of property or the conduct of its business requires it so to be
qualified, except where the failure to so qualify would not have a Material
Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole.
Neither Seller nor any Seller Subsidiary owns beneficially, directly or
indirectly, any shares of any class of Equity Securities or similar
interests of any corporation, bank, business trust, association or
organization, or any interest in a partnership or joint venture of any
kind, other than those identified as Seller Subsidiaries in Schedule 2.02
hereof. -------------

2.03. Capitalization. The authorized capital stock of Seller
--------------
consists of 100,000 shares of Seller Common Stock, of which, as of the date
hereof, all shares were issued and outstanding. As of the date hereof,
Seller had no shares of Seller Common Stock reserved for issuance under
Seller's stock option and incentive plans, a list of which is set forth on
Schedule 2.03 (the "Seller Stock Plans"); provided, however, an option
- -------------
("Seller Employee Stock Options") covering 10,000 shares of Seller Common
Stock was outstanding as of the date hereof with respect to shares issued
in the name of Seller's Non-Qualified Restricted Stock Option Plan. There
are no other Equity Securities of Seller outstanding. "Equity Securities"
of an issuer means capital stock or other equity securities of such issuer,
options, warrants, scrip, rights to subscribe to, calls or commitments of
any character whatsoever relating to, or securities or rights convertible
into, shares of any capital stock or other equity securities of such
issuer, or contracts, commitments, understandings or arrangements by which
such issuer is or may become bound to issue additional shares of its
capital stock or other equity securities of such issuer, or options,
warrants, scrip or rights to purchase, acquire, subscribe to, calls on or
commitments for any shares of its capital stock or other equity securities.
All of the issued and outstanding shares of Seller Common Stock are validly
issued, fully paid and nonassessable, and have not been issued in violation
of any preemptive right of any stockholder of Seller.

2.04. Authorization.
-------------

(a) Seller has the corporate power and authority to
enter into this Agreement and, subject to the approval of this
Agreement by the stockholders of Seller and Regulatory
Authorities (as defined in Section 2.06), to carry out its
obligations hereunder. The only stockholder vote required for
Seller to approve this Agreement is the affirmative vote of (i)
the holders of a majority of the outstanding shares of Seller
Common Stock entitled to vote at a meeting called for such
purpose and (ii) any stockholder or director (or trustee)
approvals required by the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder (the "1940
Act") in connection with any advisory or subadvisory agreements
of Seller and/or the Seller Subsidiaries (the actions required
by (i) and (ii) hereof are collectively referred to as the
"Stockholder Approvals"). The execution, delivery and
performance of this Agreement by Seller and the consummation by
Seller of the transactions contemplated hereby in accordance
with and subject to the terms of this Agreement have been duly
authorized by the Board of Directors of Seller. Subject to the
approval of Seller's stockholders and subject to the receipt of
such approvals of the Regulatory Authorities as may be required

- 6 -
<PAGE> 11
by statute or regulation, this Agreement is a valid and binding
obligation of Seller enforceable against Seller in accordance
with its terms.

(b) Except as disclosed in Schedule 2.04(b), neither
----------------
the execution nor delivery nor performance by Seller of this
Agreement, nor the consummation by Seller of the transactions
contemplated hereby, nor compliance by Seller with any of the
provisions hereof, will (i) violate, conflict with, or result in
a breach of any provisions of, or constitute a default (or an
event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right of
termination or acceleration of, or result in the creation of,
any Lien upon any of the properties or assets of Seller or any
of the Seller Subsidiaries under any of the terms, conditions or
provisions of (x) its Certificate or Articles of Incorporation,
as the case may be, or Bylaws or (y) any note, bond, mortgage,
indenture, deed of trust, license, lease, agreement or other
instrument or obligation to which Seller or any of the Seller
Subsidiaries is a party or by which it may be bound, or to which
Seller or any of the Seller Subsidiaries or any of the
properties or assets of Seller or any of the Seller Subsidiaries
may be subject, or (ii) subject to compliance with the statutes
and regulations referred to in subsection (c) of this Section
2.04 violate any judgment, ruling, order, writ, injunction,
decree, statute, rule or regulation applicable to Seller or any
of the Seller Subsidiaries or any of their respective properties
or assets; other than violations, conflicts, breaches, defaults,
terminations, accelerations or Liens which would not have a
Material Adverse Effect on Seller and Seller Subsidiaries, taken
as a whole.

(c) Other than in connection or in compliance with
the provisions of the Delaware Statute, the Securities Act of
1933, as amended, and the rules and regulations thereunder (the
"Securities Act"), the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (the "Exchange
Act"), the securities or blue sky laws of the various states,
the 1940 Act, or filings, consents, reviews, authorizations,
approvals or exemptions required of any other governmental
agencies or governing boards having regulatory authority over
Seller or any Seller Subsidiary, no notice to, filing with,
exemption or review by, or authorization, consent or approval
of, any public body or authority is necessary for the
consummation by Seller of the transactions contemplated by this
Agreement.

2.05. Seller Financial Statements.
---------------------------

(a) Attached hereto as Schedule 2.05(a) are copies of
----------------
the following documents: (i) Seller's audited balance sheet,
income statement, statement of changes in stockholders' equity
and cash flow as of or for the year ended December 31, 1996; and
(ii) Seller's unaudited balance sheet, income statement,
statement of changes in stockholders' equity and cash flow as of
or for the three months ended March 31, 1997;

(b) The financial statements contained in the
document referenced in Schedule 2.05(a) are referred to
----------------
collectively as the "Seller Financial Statements." The Seller
Financial Statements have been prepared in accordance with
generally accepted accounting principles ("GAAP"), and present
fairly the consolidated financial position of Seller and the
Seller Subsidiaries at the dates thereof and the consolidated
results of operations, changes in stockholders' equity and cash
flows of Seller and the Seller Subsidiaries for the periods
stated therein.

- 7 -
<PAGE> 12

(c) Seller and the Seller Subsidiaries have each
prepared, kept and maintained through the date hereof true,
correct and complete financial and other books and records of
their affairs which fairly reflect their respective financial
conditions, results of operations, changes in stockholders'
equity and cash flows.

2.06. Seller Reports. Since January 1, 1994, each of Seller
--------------
and the Seller Subsidiaries has timely filed all material reports,
registrations and statements, together with any required amendments
thereto, that it was required to file with (i) the SEC, (ii) National
Association of Securities Dealers, Inc. (the "NASD"), (iii) any federal,
state, municipal or local government, securities, banking, insurance and
other governmental or regulatory authority, and the agencies and staffs
thereof (the entities in the foregoing clauses (i) through (iii) being
referred to herein collectively as the "Regulatory Authorities" and
individually as a "Regulatory Authority"), having jurisdiction over the
affairs of it. All such material reports and statements filed with any
such Regulatory Authority are collectively referred to herein as the
"Seller Reports." As of each of their respective dates, the Seller Reports
complied in all material respects with all the rules and regulations
promulgated by the applicable Regulatory Authority. With respect to Seller
Reports filed with the Regulatory Authorities, there is no material
unresolved violation, criticism or exception by any Regulatory Authority
with respect to any report or statement filed by, or any examinations of,
Seller or any of the Seller Subsidiaries.

2.07. Title to and Condition of Assets.
--------------------------------

(a) Except as may be reflected in the Seller
Financial Statements and with the exception of all "Real
Property" (which is the subject of Section 2.08 hereof) Seller
and the Seller Subsidiaries have, and at the Closing Date will
have, good and marketable title to their owned properties and
assets, including, without limitation, those reflected in the
Seller Financial Statements (except those disposed of in the
ordinary course of business since the date thereof), free and
clear of any Lien, except for Liens for (i) taxes, assessments
or other governmental charges not yet delinquent and (ii) as set
forth or described in the Seller Financial Statements or any
subsequent Seller Financial Statements delivered to Buyers prior
to the Effective Time.

(b) No material properties or assets that are
reflected as owned by Seller or any of the Seller Subsidiaries
in the Seller Financial Statements as of December 31, 1996 have
been sold, leased, transferred, assigned or otherwise disposed
of since such date, except in the ordinary course of business.

(c) All furniture, fixtures, vehicles, machinery and
equipment and computer software owned or used by Seller or the
Seller Subsidiaries, including any such items leased as a lessee
(taken as a whole as to each of the foregoing with no single
item deemed to be of material importance) are in good working
order and free of known defects, subject only to normal wear and
tear. The operation by Seller or the Seller Subsidiaries of
such properties and assets is in compliance in all material
respects with all applicable laws, ordinances and rules and
regulations of any governmental authority having jurisdiction
over such use.

2.08. Real Property.
-------------

(a) The legal description of each parcel of real
property owned by Seller or any of the Seller Subsidiaries
(other than real property acquired in foreclosure or in lieu of
foreclosure in the course of the collection of loans and being
held by Seller or a Seller

- 8 -
<PAGE> 13
Subsidiary for disposition as required by law) is set forth in
Schedule 2.08(a) under the heading "Owned Real Property" (such
----------------
real property being herein referred to as the "Owned Real
Property"). The legal description of each parcel of real
property leased by Seller or any of the Seller Subsidiaries is
also set forth in Schedule 2.08(a) under the heading "Leased
----------------
Real Property" (such real property being herein referred to as
the "Leased Real Property"). Collectively, the Owned Real
Property and the Leased Real Property is herein referred to as
the "Real Property."

(b) There is no pending action involving Seller or
any of the Seller Subsidiaries as to the title of or the right
to use any of the Real Property.

(c) Neither Seller nor any of the Seller Subsidiaries
has any interest in any other real property except interests as
a mortgagee, and except for any real property acquired in
foreclosure or in lieu of foreclosure and being held for
disposition as required by law.

(d) None of the buildings, structures or other
improvements located on the Real Property encroaches upon or
over any adjoining parcel of real estate or any easement or
right-of-way or "setback" line in any material respect and all
such buildings, structures and improvements are in all material
respects located and constructed in conformity with all
applicable zoning ordinances and building codes.

(e) None of the buildings, structures or improvements
located on the Owned Real Property are the subject of any
official complaint or notice by any governmental authority of
violation of any applicable zoning ordinance or building code,
and there is no zoning ordinance, building code, use or
occupancy restriction or condemnation action or proceeding
pending, or, to the best knowledge of Seller, threatened, with
respect to any such building, structure or improvement. The
Owned Real Property is in generally good condition for its
intended purpose, ordinary wear and tear excepted, and has been
maintained in accordance with reasonable and prudent business
practices applicable to like facilities.

(f) Except as may be reflected in the Seller
Financial Statements or with respect to such easements, Liens,
defects or encumbrances as do not individually or in the
aggregate materially adversely affect the use or value of the
parcel of Owned Real Property, Seller and the Seller
Subsidiaries have, and at the Closing Date will have, good and
marketable title to their respective Owned Real Properties.

2.09. Taxes. Seller and each Seller Subsidiary have timely
-----
filed or will timely file (including extensions) all material tax returns
required to be filed at or prior to the Closing Date ("Seller Returns").
Each of Seller and the Seller Subsidiaries has paid, or set up adequate
reserves on the Seller Financial Statements for the payment of, all taxes
required to be paid in respect of the periods covered by such Seller
Returns and has set up adequate reserves on the most recent Seller
Financial Statements for the payment of all taxes anticipated to be payable
in respect of all periods up to and including the latest period covered by
such Seller Financial Statements. Neither Seller nor any Seller Subsidiary
has any liability material to the Condition of Seller and the Seller
Subsidiaries, taken as a whole, for any such taxes in excess of the amounts
so paid or reserves so established, and no material deficiencies for any
tax, assessment or governmental charge have been proposed, asserted or
assessed (tentatively or definitely) against Seller or any of the Seller
Subsidiaries which would not be covered by existing reserves. Neither
Seller nor any of the Seller Subsidiaries is delinquent in the payment of
any tax, assessment or

- 9 -
<PAGE> 14
governmental charge, nor has it requested any extension of time within
which to file any tax returns in respect of any fiscal year which have not
since been filed and no requests for waivers of the time to assess any tax
are pending. No federal or state income tax return of Seller or any Seller
Subsidiaries has been audited by the Internal Revenue Service (the "IRS")
or any state tax authority for the seven (7) most recent full calendar
years. There is no deficiency or refund litigation or, to the best
knowledge of Seller, matter in controversy with respect to Seller Returns.
Neither Seller nor any of the Seller Subsidiaries has extended or waived
any statute of limitations on the assessment of any tax due that is
currently in effect.

2.10. Material Adverse Effect. Since December 31, 1996,
-----------------------
there has been no Material Adverse Effect on Seller and the Seller
Subsidiaries, taken as a whole.

2.11. Loans, Commitments and Contracts.
--------------------------------

(a) Except as listed on Schedule 2.11(a), as of the
----------------
date hereof neither Seller nor any of the Seller Subsidiaries is
a party to or is bound by any:

(i) agreement, contract, arrangement,
understanding or commitment with any labor union;

(ii) franchise or license agreement;

(iii) written employment, severance, termination
pay, agency, consulting or similar agreement or
commitment in respect of personal services;

(iv) material agreement, arrangement or
commitment (A) not made in the ordinary course of
business, and (B) pursuant to which Seller or any of
the Seller Subsidiaries is or may become obligated to
invest in or contribute to any Seller Subsidiary and
agreements relating to joint ventures or partnerships
set forth in Schedule 2.02, true and complete copies
-------------
of which have been furnished to Buyers;

(v) agreement, indenture or other instrument
not disclosed in the Seller Financial Statements
relating to the borrowing of money by Seller or any of
the Seller Subsidiaries or the guarantee by Seller or
any of the Seller Subsidiaries of any such obligation
(other than trade payables or instruments related to
transactions entered into in the ordinary course of
business by Seller or any of the Seller Subsidiaries);

(vi) contract containing covenants which limit
the ability of Seller or any of the Seller
Subsidiaries to compete in any line of business or
with any person or which involves any restrictions on
the geographical area in which, or method by which,
Seller or any of the Seller Subsidiaries may carry on
their respective businesses (other that as may be
required by law or any applicable Regulatory
Authority);

(vii) contract or agreement which is a "material
contract" within the meaning of Item 601(b)(10) of
Regulation S-K as promulgated by the SEC to be
performed after the date of this Agreement that has
not been filed or incorporated by reference in the
Seller Reports;

- 10 -
<PAGE> 15

(viii) lease with annual rental payments
aggregating $10,000 or more;

(ix) loans or other obligations payable or
owing to any officer, director or employee except
salaries, wages and directors' fees or other
compensation incurred and accrued in the ordinary
course of business;

(x) other agreement, contract, arrangement,
understanding or commitment involving an obligation by
Seller or any of the Seller Subsidiaries of more than
$25,000 and extending beyond six months from the date
hereof that cannot be cancelled without cost or
penalty upon notice of 30 days or less; or

(xi) investment advisory agreements (within the
meaning of the 1940 Act).

(b) Seller and/or the Seller Subsidiaries carry
property, liability, director and officer errors and omissions,
products liability and other insurance coverage as set forth in
Schedule 2.11(b) under the heading "Insurance."
----------------

(c) True, correct and complete copies of the
agreements, contracts, leases, insurance policies and other
documents referred to in Sections 2.11(a) and (b) have been
------------------------
included with Schedule 2.11(a) hereto.
----------------

(d) To the best knowledge of Seller, each of the
agreements, contracts, leases, insurance policies and other
documents referred to in Schedules 2.11 (a) and (b) is a valid,
--------------------------
binding and enforceable obligation of the parties sought to be
bound thereby, except as the enforceability thereof against the
parties thereto (other than Seller or any of the Seller Subsidi-
aries) may be limited by bankruptcy, insolvency, reorganization,
moratorium and other laws now or hereafter in effect relating to
the enforcement of creditors' rights generally, and except that
equitable principles may limit the right to obtain specific
performance or other equitable remedies.

2.12. Absence of Defaults. Neither Seller nor any of the
-------------------
Seller Subsidiaries is in violation of its charter documents or Bylaws or
in default under any material agreement, commitment, arrangement, lease,
insurance policy or other instrument, whether entered into in the ordinary
course of business or otherwise and whether written or oral, and there has
not occurred any event that, with the lapse of time or giving of notice or
both, would constitute such a default, except, in all cases, where such
violation or default would not have a Material Adverse Effect on Seller and
the Seller Subsidiaries, taken as a whole.

2.13. Litigation and Other Proceedings. Except as set forth
--------------------------------
on Schedule 2.13 or otherwise disclosed in the Seller Financial Statements,
-------------
neither Seller nor any of the Seller Subsidiaries is a party to any pending
or, to the best knowledge of Seller, threatened claim, action, suit,
investigation or proceeding, or is subject to any order, judgment or
decree, except for matters which, in the aggregate, will not have, or
reasonably could not be expected to have, a Material Adverse Effect on
Seller and the Seller Subsidiaries, taken as a whole.

2.14. Directors' and Officers' Insurance. Each of Seller and
----------------------------------
the Seller Subsidiaries has taken or will take all requisite action
(including, without limitation, the making of claims and the giving of
notices) pursuant to its directors' and officers' liability insurance
policy or policies in order to preserve all rights thereunder with respect
to all matters (other than matters arising in connection with this

- 11 -
<PAGE> 16
Agreement and the transactions contemplated hereby) occurring prior to the
Effective Time that are known to Seller, except for such matters which,
individually or in the aggregate, will not have and reasonably could not
be expected to have a Material Adverse Effect on Seller and the Seller
Subsidiaries, taken as a whole.

2.15. Compliance with Laws.
--------------------

(a) To the best knowledge of Seller, Seller and each
of the Seller Subsidiaries have all permits, licenses,
authorizations, orders and approvals of, and have made all
filings, applications and registrations with, all Regulatory
Authorities that are required in order to permit them to own or
lease their respective properties and assets and to carry on
their respective businesses as presently conducted; all such
permits, licenses, certificates of authority, orders and
approvals are in full force and effect and no suspension or
cancellation of any of them is threatened; and all such filings,
applications and registrations are current; in each case except
for permits, licenses, authorizations, orders, approvals,
filings, applications and registrations the failure to have (or
have made) would not have a Material Adverse Effect on Seller
and the Seller Subsidiaries, taken as a whole.

(b) (i) Each of Seller and the Seller Subsidiaries
has complied with all laws, regulations and orders (including,
without limitation, zoning ordinances, building codes, the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and securities, tax, environmental, civil rights, and
occupational health and safety laws and regulations including,
without limitation, in the case of any Seller Subsidiary that is
a trust company, all statutes, rules, regulations and policy
statements pertaining to the exercise of trust powers) and
governing instruments applicable to it and to the conduct of its
business, except where such failure to comply would not have a
Material Adverse Effect on Seller and the Seller Subsidiaries,
taken as a whole, and (ii) neither Seller nor any of the Seller
Subsidiaries is in default under, and no event has occurred
which, with the lapse of time or notice or both, could result in
the default under, the terms of any judgment, order, writ,
decree, permit, or license of any Regulatory Authority or court,
whether federal, state, municipal or local, and whether at law
or in equity, except where such default would not have a
Material Adverse Effect on Seller and the Seller Subsidiaries,
taken as a whole.

(c) Neither Seller nor any of the Seller Subsidiaries
is subject to or reasonably likely to incur a liability as a
result of its ownership, operation, or use of any Property (as
defined below) of Seller (A) that is contaminated by or contains
any hazardous waste, toxic substance or related materials,
including, without limitation, asbestos, PCBs, pesticides,
herbicides and any other substance or waste that is hazardous to
human health or the environment (collectively, a "Toxic
Substance"), or (B) on which any Toxic Substance has been
stored, disposed of, placed or used in the construction thereof;
and which, in each case, reasonably could be expected to have a
Material Adverse Effect on Seller and the Seller Subsidiaries,
taken as a whole. "Property" shall include all property (real
or personal, tangible or intangible) owned or controlled by
Seller or any of the Seller Subsidiaries, including, without
limitation, property in which any venture capital or similar
unit of Seller or any of the Seller Subsidiaries has an interest
and, to the best knowledge of Seller, property held by Seller or
any of the Seller Subsidiaries in its capacity as a trustee. No
claim, action, suit or proceeding is pending and no material
claim has been asserted against Seller or any of the Seller
Subsidiaries

- 12 -
<PAGE> 17
relating to Property of Seller or any of the Seller Subsidiaries
before any court or other Regulatory Authority or arbitration
tribunal relating to Toxic Substances, pollution or the
environment, and there is no outstanding judgment, order, writ,
injunction, decree or award against or affecting Seller or any
of the Seller Subsidiaries with respect to the same. Except for
statutory or regulatory restrictions of general application, no
Regulatory Authority has placed any restriction on the business
of Seller or any of the Seller Subsidiaries which reasonably
could be expected to have a Material Adverse Effect on Seller
and the Seller Subsidiaries, taken as a whole.

(d) Since December 31, 1994, neither Seller nor any
of the Seller Subsidiaries has received any notification or
communication which has not been resolved from any Regulatory
Authority (i) asserting that any Seller or any of the Seller
Subsidiaries is not in substantial compliance with any of the
statutes, regulations or ordinances that such Regulatory
Authority enforces, except with respect to matters which
reasonably could not be expected to have a Material Adverse
Effect on Seller and the Seller Subsidiaries, taken as a whole,
(ii) threatening to revoke any license, franchise, permit or
governmental authorization that is material to the Condition of
Seller and the Seller Subsidiaries, taken as a whole, (iii)
requiring or threatening to require Seller or any of the Seller
Subsidiaries, or indicating that Seller or any of the Seller
Subsidiaries may be required, to enter into a cease and desist
order, agreement or memorandum of understanding or any other
agreement restricting or limiting or purporting to direct,
restrict or limit in any manner the operations of Seller or any
of the Seller Subsidiaries, including, without limitation, any
restriction on the payment of dividends. No such cease and
desist order, agreement or memorandum of understanding or other
agreement is currently in effect.

2.16. Labor. No work stoppage involving Seller or any of the
-----
Seller Subsidiaries is pending or, to the best knowledge of Seller,
threatened. Neither Seller nor any of the Seller Subsidiaries is involved
in, or, to the best knowledge of Seller, threatened with or affected by,
any labor dispute, arbitration, lawsuit or administrative proceeding which
reasonably could be expected to have a Material Adverse Effect on Seller
and the Seller Subsidiaries, taken as a whole. None of the employees of
Seller or the Seller Subsidiaries are represented by any labor union or any
collective bargaining organization.

2.17. Material Interests of Certain Persons. No officer or
-------------------------------------
director of Seller or any of the Seller Subsidiaries, or any "associate"
(as such term is defined in Rule 14a-1 under the Exchange Act) of any such
officer or director, has any interest in any contract or property (real or
personal, tangible or intangible), used in, or pertaining to the business
of, Seller or any of the Seller Subsidiaries, which in the case of Seller
and each of the Seller Subsidiaries would be required to be disclosed by
Item 404 of Regulation S-K promulgated by the SEC.

2.18. Employee Benefit Plans.
----------------------

(a) Schedule 2.18(a) lists all pension, retirement,
----------------
supplemental retirement, stock option, stock purchase, stock
ownership, savings, stock appreciation right, profit sharing,
deferred compensation, consulting, bonus, medical, disability,
workers' compensation, vacation, group insurance, severance and
other employee benefit, incentive and welfare policies,
contracts, plans and arrangements, and all trust agreements
related thereto, maintained by or contributed to by Seller or
any of the Seller Subsidiaries in respect of any of the present
or former directors, officers, or other employees of and/or
consultants to Seller or any of the Seller Subsidiaries
(collectively, "Seller Employee

- 13 -
<PAGE> 18
Plans"). Seller has furnished Buyers with the following
documents with respect to each Seller Employee Plan: (i) a true
and complete copy of all written documents comprising such
Seller Employee Plan (including amendments and individual
agreements relating thereto) or, if there is no such written
document, an accurate and complete description of the Seller
Employee Plan; (ii) the most recently filed Form 5500 or Form
5500-C/R (including all schedules thereto), if applicable; (iii)
the most recent financial statements and actuarial reports, if
any; (iv) the summary plan description currently in effect and
all material modifications thereof, if any; and (v) the most
recent IRS determination letter, if any.

(b) All Seller Employee Plans have been maintained and
operated in all material respects in accordance with their terms
and the requirements of all applicable statutes, orders, rules
and final regulations, including, without limitation, to the
extent applicable, ERISA and the Code. All contributions
required to be made to Seller Employee Plans have been made or
reserved.

(c) With respect to each of the Seller Employee Plans
which is a pension plan (as defined in Section 3(2) of ERISA)
(the "Pension Plans"): (i) each Pension Plan which is intended
to be "qualified" within the meaning of Section 401(a) of the
Code has been determined to be so qualified by the IRS and such
determination letter may still be relied upon, and each related
trust is exempt from taxation under Section 501(a) of the Code;
(ii) the present value of all benefits vested and all benefits
accrued under each Pension Plan which is subject to Title IV of
ERISA did not, in each case, as of the last applicable annual
valuation date (as indicated on Schedule 2.18(a)), exceed the
----------------
value of the assets of the Pension Plan allocable to such vested
or accrued benefits; (iii) there has been no "prohibited
transaction," as such term is defined in Section 4975 of the
Code or Section 406 of ERISA, which could subject any Pension
Plan or associated trust, or Seller or any of the Seller
Subsidiaries, to any tax or penalty; (iv) no Pension Plan or any
trust created thereunder has been terminated, nor has there been
any "reportable events" with respect to any Pension Plan, as
that term is defined in Section 4043 of ERISA since January 1,
1989; and (v) no Pension Plan or any trust created thereunder
has incurred any "accumulated funding deficiency", as such term
is defined in Section 302 of ERISA (whether or not waived). No
Pension Plan is a "multiemployer plan" as that term is defined
in Section 3(37) of ERISA.

(d) Neither Seller nor any of the Seller Subsidiaries
has any liability for any post-retirement health, medical or
similar benefit of any kind whatsoever, except as required by
statute or regulation.

(e) Neither Seller nor any of the Seller Subsidiaries
has any material liability under ERISA or the Code as a result
of its being a member of a group described in Sections 414(b),
(c), (m) or (o) of the Code.

(f) Neither the execution nor delivery of this
Agreement, nor the consummation of any of the transactions
contemplated hereby, will (i) result in any payment (including,
without limitation, severance, unemployment compensation or
golden parachute payment) becoming due to any director or
employee of Seller or any of the Seller Subsidiaries from any of
such entities, (ii) increase any benefit otherwise payable under
any of the Seller Employee Plans or (iii) result in the
acceleration of the time of payment of any such benefit. Seller
shall use its best efforts to insure that no amounts

- 14 -
<PAGE> 19
paid or payable by Seller, the Seller Subsidiaries or Buyers to
or with respect to any employee or former employee of Seller or
any of the Seller Subsidiaries will fail to be deductible for
federal income tax purposes by reason of Section 280G of the
Code.

2.19. Conduct of Seller to Date. From and after December 31,
-------------------------
1996 through the date of this Agreement, except as set forth in the Seller
Financial Statements: (i) Seller and the Seller Subsidiaries have conducted
their respective businesses in the ordinary and usual course consistent
with past practices; (ii) neither Seller nor any of the Seller Subsidiaries
has issued, sold, granted, conferred or awarded any of its Equity
Securities (except shares of Seller Common Stock upon exercise of Seller
Employee Stock Options), or any corporate debt securities which would be
classified under GAAP as long-term debt on the balance sheets of Seller or
the Seller Subsidiaries; (iii) Seller has not effected any stock split or
adjusted, combined, reclassified or otherwise changed its capitalization;
(iv) Seller has not declared, set aside or paid any dividend (other than
its regular quarterly dividends) or other distribution in respect of its
capital stock, or purchased, redeemed, retired, repurchased or exchanged,
or otherwise acquired or disposed of, directly or indirectly, any of its
Equity Securities, whether pursuant to the terms of such Equity Securities
or otherwise; (v) neither Seller nor any of the Seller Subsidiaries has
incurred any obligation or liability (absolute or contingent), except
liabilities incurred in the ordinary course of business, or subjected to
Lien any of its assets or properties other than in the ordinary course of
business consistent with past practice; (vi) neither Seller nor any of the
Seller Subsidiaries has discharged or satisfied any Lien or paid any
obligation or liability (absolute or contingent), other than in the
ordinary course of business; (vii) neither Seller nor any of the Seller
Subsidiaries has sold, assigned, transferred, leased, exchanged, or
otherwise disposed of any of its properties or assets other than for a fair
consideration in the ordinary course of business; (viii) except as required
by contract or law, neither Seller nor any of the Seller Subsidiaries has
(A) increased the rate of compensation of, or paid any bonus to, any of its
directors, officers, or other employees, except in accordance with existing
policy, (B) entered into any new, or amended or supplemented any existing,
employment, management, consulting, deferred compensation, severance, or
other similar contract, (C) entered into, terminated, or substantially
modified any of the Seller Employee Plans or (D) agreed to do any of the
foregoing; (ix) neither Seller nor any Seller Subsidiary has suffered any
material damage, destruction, or loss, whether as the result of fire,
explosion, earthquake, accident, casualty, labor trouble, requisition, or
taking of property by any Regulatory Authority, flood, windstorm, embargo,
riot, act of God or the enemy, or other casualty or event, and whether or
not covered by insurance; (x) neither Seller nor any of the Seller
Subsidiaries has cancelled or compromised any debt; and (xi) neither Seller
nor any of the Seller Subsidiaries has entered into any material
transaction, contract or commitment outside the ordinary course of its
business.

2.20. Absence of Undisclosed Liabilities.
----------------------------------

(a) As of the date of this Agreement, neither Seller
nor any of the Seller Subsidiaries has any debts, liabilities or
obligations equal to or exceeding $5,000, individually or
$25,000 in the aggregate, whether accrued, absolute, contingent
or otherwise and whether due or to become due, which are
required to be reflected in the Seller Financial Statements or
the notes thereto in accordance with GAAP except:

(i) liabilities and obligations reflected on
the Seller Financial Statements;

(ii) operating leases reflected on Schedule 2.11;
-------------
and

(iii) debts, liabilities or obligations incurred
since December 31, 1996 in the ordinary and usual
course of their respective businesses, none of which are

- 15 -
<PAGE> 20
for breach of contract, breach of warranty, torts,
infringements or lawsuits and none of which have a
Material Adverse Effect on Seller and the Seller
Subsidiaries, taken as a whole.

(b) Neither Seller nor any of the Seller Subsidiaries
was as of December 31, 1996, and since such date to the date
hereof, has become a party to, any contract or agreement, which
had, has or may be reasonably expected to have a Material
Adverse Effect on Seller and the Seller Subsidiaries, taken as
a whole.

2.21. Proxy Statement, Etc. None of the information
---------------------
regarding Seller or any of the Seller Subsidiaries to be supplied by Seller
for inclusion or included in (i) the Proxy Statement to be mailed to
Seller's stockholders in connection with the meeting to be called to
consider this Agreement and the Merger (the "Proxy Statement"), (ii) the
Registration Statement (as defined in Section 5.02 hereof) or (iii) any
other documents to be filed with any Regulatory Authority in connection
with the transactions contemplated hereby will, at the respective times
such documents are filed with any Regulatory Authority and, with respect
to the Proxy Statement, when mailed, be false or misleading with respect
to any material fact, or omit to state any material fact necessary in order
to make the statements therein not misleading or, in the case of the Proxy
Statement or any amendment thereof or supplement thereto, at the time of
the meeting of Seller's stockholders referred to in Section 5.03, be false
or misleading with respect to any material fact, or omit to state any
material fact necessary to correct any statement in any earlier communica-
tion with respect to the solicitation of any proxy for such meeting. All
documents which Seller or any of the Seller Subsidiaries is responsible for
filing with any Regulatory Authority in connection with the Merger will
comply as to form in all material respects with the provisions of
applicable law.

2.22. Registration Obligations. Neither Seller nor any of
------------------------
the Seller Subsidiaries is under any obligation, contingent or otherwise,
which will survive the Effective Time by reason of any agreement to
register any transaction involving any of its securities under the
Securities Act.

2.23. Tax and Regulatory Matters. Neither Seller nor any of
--------------------------
the Seller Subsidiaries has taken or agreed to take any action or has any
knowledge of any fact or circumstance that would (i) prevent the
transactions contemplated hereby from qualifying as a reorganization within
the meaning of Section 368 of the Code or (ii) materially impede or delay
receipt of any approval referred to in Section 6.01(b) or the consummation
of the transactions contemplated by this Agreement.

2.24. Intellectual Property; Patents; Trademarks; Trade
-------------------------------------------------
Names. All patents, trademarks, service marks, trade names or copyrights
- -----
owned by or used or proposed to be used by Seller and all applications or
registrations therefor ("Intellectual Property") and all contracts,
agreements, commitments and understandings relating to the use or license
of technology, know-how or processes by Seller (the "Intellectual Property
Licenses") are listed in Schedule 2.24. Except as disclosed in Schedule 2.24:
------------- -------------
(a) Seller owns, or has the sole and exclusive right to use, all Intellectual
Property, whether under Intellectual Property Licenses or otherwise, used in
or necessary for the ordinary conduct of its business; (b) the consummation
of the transactions contemplated by this Agreement will not alter or impair
any such rights; and (c) no Intellectual Property owned, licensed or used by
Seller, or Intellectual Property License of Seller is the subject of a
lawsuit or any other proceeding, nor has any party challenged or, to the best
of Seller's knowledge, threatened to challenge Seller's right to use such
Intellectual Property or Intellectual Property License or application for any
of the foregoing; and, to the best of Seller's knowledge, there is no basis
for any such challenge.

- 16 -
<PAGE> 21

2.25. Bank Accounts. Schedule 2.25 lists all bank, money
------------- -------------
market, savings and similar accounts and safe deposit boxes of Seller,
specifying the account numbers and the authorized signatories or persons
having access to them.

2.26. Transactions with Affiliates. Except as disclosed in
----------------------------
Schedule 2.26, no stockholder of Seller or any person controlled by some
- -------------
combination of any stockholder of Seller, no officer or director of Seller,
or any "affiliate" or "associate" (as such terms are defined in the rules
and regulations of the SEC under the Securities Act) of any of the
foregoing:

(a) has been a party to any lease, sublease, contract,
agreement, commitment, understanding or other arrangement of any
kind whatsoever, involving any such person and Seller that is
not disclosed in Schedule 2.26;
-------------

(b) owns directly or indirectly, in whole or in part,
any property that Seller uses or otherwise has rights in respect
of; or

(c) has any cause of action or other claim whatsoever
against, or owes any amount to, Seller other than (i) for
compensation (including fringe benefits) to officers and
employees of Seller and for the reimbursement of ordinary and
necessary expenses incurred in connection with employment by
Seller and (ii) as otherwise disclosed pursuant to this
Agreement.

2.27. Brokers and Finders. Neither Seller nor any of the
-------------------
Seller Subsidiaries nor any of their respective officers, directors or
employees has employed any broker or finder or incurred any liability for
any financial advisory fees, brokerage fees, commissions or finder's fees,
and no broker or finder has acted directly or indirectly for Seller or any
of the Seller Subsidiaries in connection with this Agreement or the
transactions contemplated hereby.

2.28. Accuracy of Information. The statements contained in
-----------------------
this Agreement, the Schedules and any other written document executed and
delivered by or on behalf of Seller pursuant to the terms of this Agreement
are true and correct as of the date hereof or as of the date delivered in
all material respects, and such statements and documents do not omit any
material fact necessary to make the statements contained therein not
misleading.

ARTICLE III
-----------

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYERS

As an inducement to Seller to enter into and perform its
obligations under this Agreement, and notwithstanding any examination,
inspection, audit or other investigation made by Seller, Buyers jointly and
severally represent and warrant to and covenant with Seller as follows:

3.01. Organization and Authority. Buyer and Merger Sub are
--------------------------
each corporations duly organized, validly existing and in good standing
under the laws of the State of Delaware, are each qualified to do business
and are each in good standing in all jurisdictions where its ownership or
leasing of property or the conduct of its business requires it to be so
qualified and has corporate power and authority to own its properties and
assets and to carry on its business as it is now being conducted, except
where the failure to be so qualified would not have a Material Adverse
Effect on Unified and its Subsidiaries, taken as a whole.

- 17 -
<PAGE> 22

3.02. Capitalization of Unified. The authorized capital
-------------------------
stock of Unified consists of (i) 300,000 shares of Unified Common Stock and
(ii) 1,000,000 shares of preferred stock, $0.01 par value ("Unified
Preferred Stock"). As of the date hereof, 17,069 shares of Unified
Preferred Stock were issued and outstanding and, as of the Closing Date,
excluding shares of Unified Common Stock to be issued in connection the
Merger, the pending acquisitions of Health Financial, Inc. and First
Lexington Trust Company and any possible acquisition transaction by Unified
that is announced after the date hereof, 300,000 shares of Unified Common
Stock will be issued and outstanding. Unified has designated 10,000 shares
of Unified Preferred Stock as "Series A 8% Cumulative Preferred Stock," of
which 8,486 shares are issued and outstanding, and 10,000 shares of Unified
Preferred Stock as "Series B 8% Cumulative Preferred Stock," of which 8,583
shares were issued and outstanding. As of the date hereof, Unified had no
shares of Unified Common Stock reserved for issuance under various Unified
employee and/or director stock option, incentive and/or benefit plans
("Unified Employee/Director Stock Grants"). Seller hereby acknowledges
that Unified anticipates filing with the Secretary of State of the State
of Delaware, prior to the Effective Time, documents to effect (i) a change
of the par value of the Unified Common Stock to $0.01, (ii) an increase in
the number of shares of Unified Common Stock authorized to 25,000,000 and
(iii) a possible reduction in the number of shares of Unified Preferred
Stock authorized to a number equal to or greater than the number currently
outstanding. In addition, Seller hereby acknowledges that Unified may
effect a two-for-one stock split prior to the Effective Time, which split
would increase the number of shares of Unified Common Stock then issued and
outstanding to 600,000.

Unified continually evaluates possible acquisitions and may prior
to the Effective Time enter into one or more agreements providing for, and
may consummate, the acquisition by it of another company (or the assets
thereof) for consideration that may include Equity Securities. In
addition, prior to the Effective Time, Unified may, depending on market
conditions and other factors, otherwise determine to issue equity, equity-
linked or other securities for financing purposes or repurchase its
outstanding Equity Securities. Notwithstanding the foregoing, neither
Unified nor any Unified Subsidiary has taken or agreed to take any action
or has any knowledge of any fact or circumstance and neither Unified nor
Merger Sub will take any action that would (i) prevent the transactions
contemplated hereby from qualifying as a reorganization within the meaning
of Section 368 of the Code or (ii) materially impede or delay receipt of
any approval referred to in Section 6.01(b) or the consummation of the
transactions contemplated by this Agreement. Except as set forth above,
there are no other Equity Securities of Unified outstanding. All of the
issued and outstanding shares of Unified Common Stock are validly issued,
fully paid, and nonassessable, and have not been issued in violation of any
preemptive right of any stockholder of Unified. At the Effective Time, the
Unified Common Stock to be issued in the Merger will be duly authorized,
validly issued, fully paid and nonassessable, will not be issued in
violation of any preemptive right of any stockholder of Unified.

3.03. Authorization.
-------------

(a) Unified and Merger Sub each have the corporate
power and authority to enter into this Agreement and to carry
out their respective obligations hereunder. The execution,
delivery and performance of this Agreement by Unified and Merger
Sub and the consummation by Unified and Merger Sub of the
transactions contemplated hereby have been duly authorized by
all requisite corporate action of Unified and Merger Sub.
Subject to the receipt of such approvals of the Regulatory
Authorities as may be required by statute or regulation, this
Agreement is a valid and binding obligation of Unified and
Merger Sub enforceable against each in accordance with its
terms.

(b) Neither the execution, delivery and performance
by Unified and Merger Sub of this Agreement, nor the
consummation by Unified and Merger Sub of the

- 18 -
<PAGE> 23
transactions contemplated hereby, nor compliance by Unified and
Merger Sub with any of the provisions hereof, will (i) violate,
conflict with or result in a breach of any provisions of, or
constitute a default (or an event which, with notice or lapse of
time or both, would constitute a default) or result in the
termination of, or accelerate the performance required by, or
result in a right of termination or acceleration of, or result
in the creation of, any Lien upon any of the properties or
assets of Unified or Merger Sub under any of the terms,
conditions or provisions of (x) their respective Certificate of
Incorporation or Bylaws, or (y) any note, bond, mortgage,
indenture, deed of trust, license, lease, agreement or other
instrument or obligation to which Unified or Merger Sub is a
party or by which they may be bound, or to which Unified or
Merger Sub or any of their respective properties or assets may
be subject, or (ii) subject to compliance with the statutes and
regulations referred to in subsection (c) of this Section 3.03,
violate any judgment, ruling, order, writ, injunction, decree,
statute, rule or regulation applicable to Unified or Merger Sub
or any of their respective properties or assets; other than
violations, conflicts, breaches, defaults, terminations,
accelerations or Liens which would not have a Material Adverse
Effect on Unified and its Subsidiaries, taken as a whole.

(c) Other than in connection with or in compliance
with the provisions of the Delaware Statute, the Securities Act,
the Exchange Act, the 1940 Act, the securities or blue sky laws
of the various states or any required approvals of any other
Regulatory Authority, no notice to, filing with, exemption or
review by, or authorization, consent or approval of, any public
body or authority is necessary for the consummation by Unified
and Merger Sub of the transactions contemplated by this
Agreement.

3.04. Unified Financial Statements. The consolidated balance
----------------------------
sheet of Unified and its Subsidiaries as of December 31, 1996 and 1995 and
related consolidated statements of income, changes in stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1996, together with the notes thereto, audited by Larry E. Nunn Associates,
L.L.C. (collectively, the "Unified Financial Statements"), have been
prepared in accordance with GAAP, present fairly the consolidated financial
position of Unified and its Subsidiaries at the dates thereof and the
consolidated results of operations, changes in stockholders' equity and
cash flows of Unified and its Subsidiaries for the periods stated therein
and are derived from the books and records of Unified and its Subsidiaries,
which are complete and accurate in all material respects and have been
maintained in accordance with good business practices. Neither Unified nor
any of its Subsidiaries has any material contingent liabilities that are
not described in the Unified Financial Statements.

3.05. Unified Reports. Since January 1, 1994, each of
---------------
Unified and its Subsidiaries has filed all reports, registrations and
statements, together with any required amendments thereto, that it was
required to file with any Regulatory Authority. All such reports and
statements filed with any such Regulatory Authority are collectively
referred to herein as the "Unified Reports." As of its respective date,
each Unified Report complied in all material respects with all the rules
and regulations promulgated by the applicable Regulatory Authority and did
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

3.06. Material Adverse Effect. Since December 31, 1996,
-----------------------
there has been no Material Adverse Effect on Unified and its Subsidiaries,
taken as a whole.

- 19 -
<PAGE> 24

3.07. Legal Proceedings or Other Adverse Facts. Except as
----------------------------------------
otherwise disclosed in the Unified Financial Statements, neither Unified
nor any of its Subsidiaries is a party to any pending or, to the best
knowledge of Unified, threatened claim, action, suit, investigation or
proceeding, or is subject to any order, judgment or decree, except for
matters which, in the aggregate, will not have, or reasonably could not be
expected to have, a Material Adverse Effect on Unified and its
Subsidiaries, taken as a whole.

3.08. Proxy Statement, Etc. None of the information
---------------------
regarding Unified or any of its Subsidiaries to be supplied by Buyers for
inclusion or included in (i) the Proxy Statement or (ii) any other
documents to be filed with any Regulatory Authority in connection with the
transactions contemplated hereby will, at the respective times such
documents are filed with any Regulatory Authority and, with respect to the
Proxy Statement, when mailed, be false or misleading with respect to any
material fact, or omit to state any material fact necessary in order to
make the statements therein not misleading or, in the case of the Proxy
Statement or any amendment thereof or supplement thereto, at the time of
the meeting of stockholders referred to in Section 5.03, be false or
misleading with respect to any material fact, or omit to state any material
fact necessary to correct any statement in any earlier communication with
respect to the solicitation of any proxy for such meeting. All documents
which Unified or Merger Sub are responsible for filing with any Regulatory
Authority in connection with the Merger will comply as to form in all
material respects with the provisions of applicable law.

3.09. Brokers and Finders. Neither Unified, Merger Sub nor
-------------------
any of their respective officers, directors or employees has employed any
broker or finder or incurred any liability for any financial advisory fees,
brokerage fees, commissions or finder's fees, and no broker or finder has
acted directly or indirectly for Unified or Merger Sub in connection with
this Agreement or the transactions contemplated hereby.

3.10. Accuracy of Information. The statements contained in
-----------------------
this Agreement, the Schedules and in any other written document executed
and delivered by or on behalf of Buyers pursuant to the terms of this
Agreement are true and correct in all material respects, and such
statements and documents do not omit any material fact necessary to make
the statements contained herein or therein not misleading.

ARTICLE IV
----------

CONDUCT OF BUSINESSES PRIOR TO THE EFFECTIVE TIME

4.01. Conduct of Businesses Prior to the Effective Time.
-------------------------------------------------
During the period from the date of this Agreement to the Effective Time,
Seller shall, and shall cause each of the Seller Subsidiaries to, conduct
their respective businesses according to the ordinary and usual course
consistent with past practices and shall, and shall cause each such Seller
Subsidiary to, use its best efforts to maintain and preserve its business
organization, employees and advantageous business relationships and retain
the services of its officers and key employees.

4.02. Forbearances of Seller. Except to the extent required
----------------------
by law, regulation or Regulatory Authority, or with the prior written
consent of Buyers (unless otherwise specifically noted in this Section
4.02), during the period from the date of this Agreement to the Effective
Time, Seller shall not and shall not permit any of the Seller Subsidiaries
to:

- 20 -
<PAGE> 25

(a) declare, set aside or pay any dividends or other
distributions, directly or indirectly, in respect of its capital
stock (other than dividends from any of the Seller Subsidiaries
to Seller or to another of the Seller Subsidiaries);

(b) enter into or amend any employment, severance or
similar agreement or arrangement with any director, officer or
employee, or materially modify any of the Seller Employee Plans
or grant any salary or wage increase or materially increase any
employee benefit (including incentive or bonus payments), except
(i) normal individual increases in compensation to employees
consistent with past practice, (ii) as required by law or
contract and (iii) such increases of which Seller notifies
Buyers in writing and which Buyers do not disapprove within 10
days of the receipt of such notice;

(c) authorize, recommend, propose or announce an
intention to authorize, recommend or propose, or enter into an
agreement in principle with respect to, any merger, consolida-
tion or business combination (other than the Merger), any
acquisition of a material amount of assets or securities, any
disposition of a material amount of assets or securities or any
release or relinquishment of any material contract rights;

(d) propose or adopt any amendments to its Certificate
or Articles of Incorporation, as the case may be, or other
charter document or Bylaws;

(e) issue, sell, grant, confer or award any of its
Equity Securities (except shares of Seller Common Stock issued
upon exercise of Seller Employee Stock Options outstanding on
the date of this Agreement) or effect any stock split or adjust,
combine, reclassify or otherwise change its capitalization as it
existed on the date of this Agreement;

(f) purchase, redeem, retire, repurchase or exchange,
or otherwise acquire or dispose of, directly or indirectly, any
of its Equity Securities, whether pursuant to the terms of such
Equity Securities or otherwise;

(g) directly or indirectly (including through its
officers, directors, employees or other representatives)
(i) initiate, solicit or encourage any discussions, inquiries or
proposals with any third party (other than Buyers) relating to
the disposition of any significant portion of the business or
assets of Seller or any of the Seller Subsidiaries or the
acquisition of Equity Securities of Seller or any of the Seller
Subsidiaries or the merger of Seller or any of the Seller
Subsidiaries with any person (other than Buyers) or any similar
transaction (each such transaction being referred to herein as
an "Acquisition Transaction"), or (ii) provide any such person
with information or assistance or negotiate with any such person
with respect to an Acquisition Transaction, and Seller shall
promptly notify Buyers orally of all the relevant details
relating to all inquiries, indications of interest and proposals
which it may receive with respect to any Acquisition
Transaction;

(h) take any action that would (A) materially impede
or delay the consummation of the transactions contemplated by
this Agreement or the ability of Buyers or Seller to obtain any
approval of any Regulatory Authority required for the
transactions contemplated by this Agreement or to perform its
covenants and agreements under this Agreement or (B) prevent or
impede the transactions contemplated hereby from qualifying as
a reorganization within the meaning of Section 368 of the Code;

- 21 -
<PAGE> 26

(i) other than in the ordinary course of business
consistent with past practice, incur any indebtedness for
borrowed money or assume, guarantee, endorse or otherwise as an
accommodation become responsible or liable for the obligations
of any other individual, corporation or other entity;

(j) agree in writing or otherwise to take any of the
foregoing actions or engage in any activity, enter into any
transaction or intentionally take or omit to take any other act
which would make any of the representations and warranties in
Article II of this Agreement untrue or incorrect in any material
respect if made anew after engaging in such activity, entering
into such transaction, or taking or omitting such other act.

4.03. Forbearances of Buyers. During the period from the
----------------------
date of this Agreement to the Effective Time, Buyers shall not, and shall
not permit any of their respective Subsidiaries to, without the prior
written consent of Seller, agree in writing or otherwise engage in any
activity, enter into any transaction or take or omit to take any other
action:

(a) that would (i) materially impede or delay the
consummation of the transactions contemplated by this Agreement
or the ability of Buyers or Seller to obtain any approval of any
Regulatory Authority required for the transactions contemplated
by this Agreement or to perform its covenants and agreements
under this Agreement or (ii) prevent or impede the transactions
contemplated hereby from qualifying as a reorganization within
the meaning of Section 368 of the Code; or

(b) which would make any of the representations and
warranties of Article III of this Agreement untrue or incorrect
in any material respect if made anew after engaging in such
activity, entering into such transaction, or taking or omitting
such other action.

ARTICLE V
---------

ADDITIONAL AGREEMENTS

5.01. Access and Information. Buyers and Seller shall each
----------------------
afford to the other, and to the other's accountants, counsel and other
representatives, full access during normal business hours, during the
period prior to the Effective Time, to all their respective properties,
books, contracts, commitments and records and, during such period, each
shall furnish promptly to the other (i) a copy of each report, schedule and
other document filed or received by it during such period pursuant to the
requirements of federal and state securities laws and (ii) all other
information concerning its business, properties and personnel as the other
may reasonably request. Each party shall, and shall cause its advisors and
representatives to, (A) hold confidential all information obtained in
connection with any transaction contemplated hereby with respect to the
other party and its Subsidiaries which is not otherwise public knowledge,
(B) in the event of a termination of this Agreement, return all documents
(including copies thereof) obtained hereunder from the other party or any
of its Subsidiaries to it and (C) use their respective best efforts to
cause all of such party's confidential information obtained pursuant to
this Agreement or in connection with the negotiation of this Agreement to
be treated as confidential and not use, or knowingly permit others to use,
any such information unless such information becomes generally available
to the public.

- 22 -
<PAGE> 27

5.02. Registration Statement; Regulatory Matters.
------------------------------------------

(a) On or before May 31, 1997, Unified shall prepare
and file with the SEC a Registration Statement on Form 10 or
Form 10-SB, as the case may be, with respect to the shares of
Unified Common Stock (the "Registration Statement"), and shall
use its best efforts to cause the Registration Statement to
become effective by no later than August 31, 1997. Unified
shall prepare and, subject to the review and consent of Seller
with respect to matters relating to Seller, use its best efforts
to file as soon as is reasonably practicable an application for
approval of the Merger with each such Regulatory Authority as
may require an application. Unified shall also take any action
required to be taken under any applicable state blue sky or
securities laws in connection with the issuance of such shares,
and Seller and the Seller Subsidiaries shall furnish Unified all
information concerning Seller and the Seller Subsidiaries and
the stockholders thereof as Unified may reasonably request in
connection with any such action. Upon the effectiveness of the
Registration Statement, Unified shall use its best efforts, to
the extent practicable, to have the Unified Common Stock traded
over-the-counter with quotes published by the National Quotation
Bureau, Inc. Daily Quotation System.

(b) Seller and Buyers shall cooperate and use their
respective best efforts to prepare all documentation, to effect
all filings and to obtain all permits, consents, approvals and
authorizations of all third parties and Regulatory Authorities
necessary to consummate the transactions contemplated by this
Agreement and, as and if directed by Unified, to consummate such
other transactions by and among Unified's Subsidiaries and the
Seller Subsidiaries concurrently with or following the Effective
Time, provided that such actions do not: (i) materially impede
or delay the receipt of any approval referred to in Section
6.01(b); (ii) prevent or impede the transactions contemplated
hereby from qualifying as a reorganization within the meaning of
Section 368 of the Code; or (iii) the consummation of the
transactions contemplated by this Agreement.

5.03. Stockholder Approval. Seller shall call a meeting of
--------------------
its stockholders to be held as soon as practicable after the date hereof
for the purpose of voting upon this Agreement and the Merger. In
connection with such meeting, Seller shall prepare, subject to the review
and consent of Unified, the Proxy Statement and mail the same to the
stockholders of Seller. The Board of Directors of Seller shall submit for
approval of Seller's stockholders the matters to be voted upon at such
meeting. The Board of Directors of Seller hereby does and shall recommend
this Agreement and the transactions contemplated hereby to stockholders of
Seller and use its reasonable best efforts to obtain any vote of Seller's
stockholders necessary for the approval of this Agreement. Seller and the
Principal Stockholder shall use their best efforts to obtain all other
Stockholder Approvals.

5.04. Current Information. During the period from the date
-------------------
of this Agreement to the Effective Time, each party shall promptly furnish
the other with copies of all interim financial statements as the same
become available and shall cause one or more of its designated
representatives to confer on a regular and frequent basis with
representatives of the other party. Each party shall promptly notify the
other party of the following events immediately upon learning of the
occurrence thereof, describing the same and, if applicable, the steps being
taken by the affected party with respect thereto: (a) an event which would
cause any representation or warranty of such party or any Schedule,
statement, report, notice, certificate or other writing furnished by such
party to be untrue or misleading in any material respect; (b) any Material
Adverse Effect to it; (c) the issuance or commencement of any governmental
complaint, investigation or hearing (or any communication indicating that
the same may be contemplated);

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<PAGE> 28
or (d) the institution or threat of material litigation involving such
party, and shall keep the other party fully informed of such events.

5.05. Environmental Reports. Seller shall provide to Buyers,
---------------------
as soon as reasonably practical, but not later than forty-five (45) days
after the date hereof, a phase one environmental investigation report
(prepared by a firm reasonably acceptable to Buyers) on all real property
owned, leased or operated by Seller or any of Seller Subsidiaries as of the
date hereof and within ten (10) days after the acquisition or lease of any
real property acquired or leased by Seller or any of Seller Subsidiaries
after the date hereof. If required by the phase one investigation, in
Buyers' reasonable opinion, Seller shall provide to Buyers a phase two
investigation report (prepared by a firm reasonably acceptable to Buyers)
on properties requiring such additional study. Buyers shall have fifteen
(15) business days from the receipt of any such phase two investigation
report to notify Seller of any dissatisfaction with the contents of such
report. Should the cost of taking all remedial or other corrective actions
and measures (i) required by applicable law, or (ii) recommended or
suggested by such report or reports or prudent in light of serious life,
health or safety concerns, in the aggregate, exceed the sum of Ten Thousand
Dollars ($10,000), as reasonably estimated by such environmental consulting
firm, or if the cost of such actions and measures cannot be so reasonably
estimated by such firm to be such amount or less with any reasonable degree
of certainty, Buyers shall have the right pursuant to Section 7.01(f)
hereof, for a period of fifteen (15) business days following receipt of
such estimate or indication that the cost of such actions and measures can
not be so reasonably estimated, to terminate this Agreement.

5.06. Agreements of Affiliates. Set forth as Schedule 5.06
------------------------ -------------
is a list (which includes individual and beneficial ownership) of all
persons whom Seller believes to be "affiliates" of Seller, as such term if
defined for purposes of the Securities Act. Prior to the Effective Time,
and via letter, Seller shall amend and supplement Schedule 5.06.
-------------

5.07. Expenses. Each party hereto shall bear its own
--------
expenses incident to preparing, entering into and carrying out this
Agreement and to consummating the Merger.

5.08. Miscellaneous Agreements.
------------------------

(a) Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use its
respective best efforts to take, or cause to be taken, all
action, and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by
this Agreement as expeditiously as possible, including, without
limitation, using its respective best efforts to lift or rescind
any injunction or restraining order or other order adversely
affecting the ability of the parties to consummate the
transactions contemplated hereby. Each party shall, and shall
cause each of its respective Subsidiaries to, use its best
efforts to obtain consents of all third parties and Regulatory
Authorities necessary or, in the opinion of Buyers, desirable
for the consummation of the transactions contemplated by this
Agreement.

(b) Seller, prior to the Effective Time, shall (i)
consult and cooperate with Buyers regarding the implementation
of those policies and procedures established by Buyers for its
governance and that of its Subsidiaries including, without
limitation, policies and procedures pertaining to the
accounting, audit, human resources, treasury and legal
functions, and (ii) at the reasonable request of Buyers, conform
Seller's existing policies and procedures in respect of such
matters to Buyers' policies and procedures or, in the absence of
any existing Seller policy or procedure regarding any such
function,

- 24 -
<PAGE> 29
introduce Buyers' policies or procedures in respect thereof,
unless to do so would cause Seller or any of the Seller
Subsidiaries to be in violation of any law, rule or regulation
of any Regulatory Authority having jurisdiction over Seller
and/or the Seller Subsidiary affected thereby.

5.09. Employee Agreements and Benefits.
--------------------------------

(a) Following the Effective Time, Buyers shall cause
the Surviving Corporation to honor in accordance with their
terms all employment, severance and other compensation contracts
set forth on Schedule 2.11(b) between Seller, any of the Seller
----------------
Subsidiaries, and any current or former director, officer,
employee or agent thereof, and all provisions for vested
benefits or other vested amounts earned or accrued through the
Effective Time under the Seller Employee Plans.

(b) Subject to Section 5.14, the provisions of the
Seller Stock Plans and any other plan, program or arrangement
providing for the issuance or grant of any other interest in
respect of the Equity Securities of Seller or any of the Seller
Subsidiaries shall be deleted and terminated as of the Effective
Time, and Seller shall ensure that following the Effective Time
no holder of Seller Employee Stock Options or any participant in
any Seller Stock Plan shall have any right thereunder to acquire
any securities of Seller or any of the Seller Subsidiaries.

(c) Except as set forth in Section 5.09(b) hereof, the
Seller Employee Plans shall not be terminated by reason of the
Merger but shall continue thereafter as plans of the Surviving
Corporation until such time as the employees of Seller and the
Seller Subsidiaries are integrated into Unified's employee
benefit plans that are available to other employees of Unified
and its Subsidiaries, subject to the terms and conditions
specified in such plans and to such changes therein as may be
necessary to reflect the consummation of the Merger.

5.10. Press Releases. Except as may be required by law,
--------------
Seller and Unified shall consult and agree with each other as to the form
and substance of any proposed press release relating to this Agreement or
any of the transactions contemplated hereby.

5.11. State Takeover Statutes. Seller will take all steps
-----------------------
necessary to exempt the transactions contemplated by this Agreement and any
agreement contemplated hereby from, and if necessary challenge the validity
of, any applicable state takeover law.

5.12. Directors' and Officers' Indemnification. Unified
----------------------------------------
agrees that the Merger shall not affect or diminish any of the duties and
obligations of indemnification of Seller or any of the Seller Subsidiaries
existing as of the Effective Time in favor of employees, agents, directors
or officers of Seller or any of the Seller Subsidiaries arising by virtue
of its Certificate or Articles of Incorporation, as the case may be,
Charter or Bylaws in the form in effect at the date of this Agreement or
arising by operation of law or arising by virtue of any contract,
resolution or other agreement or document existing at the date of this
Agreement, and such duties and obligations shall continue in full force and
effect for so long as they would (but for the Merger) otherwise survive and
continue in full force and effect. To the extent that Seller's existing
directors' and officers' liability insurance policy would provide coverage
for any action or omission occurring prior to the Effective Time, Seller
agrees to give proper notice to the insurance carrier and to Unified of a
potential claim thereunder so as to preserve Seller's rights to such
insurance coverage.

- 25 -
<PAGE> 30

5.13. Tax Opinion Certificates. Seller shall use its
------------------------
reasonable best efforts to cause such of its executive officers, directors
and/or holders of one percent (1%) or more of the Seller Common Stock
(including shares beneficially held) as may be requested by Thompson Coburn
to timely execute and deliver to Thompson Coburn certificates substantially
in the form of Exhibit A or Exhibit B hereto, as the case may be.
--------- ---------

5.14. Employee Stock Options.
----------------------

(a) At the Effective Time, all rights with respect to
Seller Common Stock pursuant to Seller Employee Stock Options that are
outstanding at the Effective Time, whether or not then exercisable, shall
be converted into and become rights with respect to Unified Common Stock,
and Unified shall assume all Seller Employee Stock Options in accordance
with the terms of the Seller Stock Plan under which it was issued and the
Seller Employee Stock Option Agreement by which it is evidenced. From and
after the Effective Time, (i) each Seller Employee Stock Option assumed by
Unified shall be exercised solely for shares of Unified Common Stock, (ii)
the number of shares of Unified Common Stock subject to each Seller
Employee Stock Option shall be equal to the number of shares of Seller
Common Stock subject to such Seller Employee Stock Option immediately prior
to the Effective Time multiplied by the Exchange Ratio and (iii) the per
share exercise price under each Seller Employee Stock Option shall be
adjusted by dividing the per share exercise price under such Seller
Employee Stock Option by the Exchange Ratio and rounding down to the
nearest cent; provided, however, except for that certain two-for-one stock
split with respect to the Unified Common Stock, which is to be effected
prior to the Effective Time, that the terms of each Seller Employee Stock
Option shall, in accordance with its terms, be subject to further
adjustment as appropriate to reflect any stock split, stock dividend,
recapitalization or other similar transaction subsequent to the Effective
Time. It is intended that the foregoing assumption shall be undertaken in
a manner that will not constitute a "modification" as defined in the Code,
as to any Seller Employee Stock Option that is an "incentive stock option"
as defined under the Code.

(b) The shares of Unified Common Stock covered by the
stock options to be issued pursuant to Section 5.14(a) shall be duly
authorized, validly issued and in compliance with all applicable federal
and state securities laws, fully paid and nonassessable and not subject to
or in violation of any preemptive rights. Unified shall at and after the
Effective Time have reserved sufficient shares of Unified Common Stock for
issuance with respect to such options. Unified shall also take any action
required to be taken under any applicable state blue sky or securities laws
in connection with the issuance of such shares.

ARTICLE VI
----------

CONDITIONS

6.01. Conditions to Each Party's Obligation to Effect the
---------------------------------------------------
Merger. The respective obligations of each party to effect the Merger
- ------
shall be subject to the fulfillment or waiver at or prior to the Effective
Time of the following conditions:

(a) This Agreement shall have received the requisite
Stockholders Approvals at the meeting of stockholders called
pursuant to Section 5.03 of this Agreement and those required by
the 1940 Act.

-26 -
<PAGE> 31

(b) All requisite approvals of this Agreement and the
transactions contemplated hereby shall have been received from
the Regulatory Authorities, and all waiting periods after such
approvals required by law or regulation have been satisfied.

(c) Neither Seller nor Buyers shall be subject to any
order, decree or injunction of a court or agency of competent
jurisdiction which enjoins or prohibits the consummation of the
Merger.

(d) Each of Buyers and Seller shall have received from
Thompson Coburn an opinion (which opinion shall not have been
withdrawn at or prior to the Effective Time) reasonably
satisfactory in form and substance to it to the effect that the
Merger will constitute a reorganization within the meaning of
Section 368 of the Code and to the effect that, as a result of
the Merger, assuming that such Seller Common Stock is a capital
asset in the hands of the holder thereof at the Effective Time,
(i) holders of Seller Common Stock who receive Unified Common
Stock in the Merger will not recognize gain or loss for federal
income tax purposes on the receipt of such stock, (ii) the basis
of such Unified Common Stock will equal the basis of the Seller
Common Stock for which it is exchanged and (iii) the holding
period of such Unified Common Stock will include the holding
period of the Seller Common Stock for which it is exchanged.

6.02. Conditions to Obligations of Seller to Effect the
-------------------------------------------------
Merger. The obligations of Seller to effect the Merger shall be subject
- ------
to the fulfillment or waiver at or prior to the Effective Time of the
following additional conditions:

(a) Representations and Warranties. The
------------------------------
representations and warranties of Buyers set forth in Article
III of this Agreement shall be true and correct in all material
respects as of the date of this Agreement and as of the
Effective Time (as though made on and as of the Effective Time,
except (i) to the extent such representations and warranties are
by their express provisions made as of a specified date, (ii)
where the facts which caused the failure of any representation
or warranty to be so true and correct have not resulted, and are
not likely to result, in a Material Adverse Effect on Unified
and its Subsidiaries, taken as a whole, and (iii) for the effect
of transactions contemplated by this Agreement, and Seller shall
have received a certificate of the Chairman and Chief Executive
Officer of Unified, signing solely in his capacity as an officer
of Unified, to such effect.

(b) Performance of Obligations. Buyers shall have
--------------------------
performed in all material respects all obligations required to
be performed by it under this Agreement prior to the Effective
Time, and Seller shall have received a certificate of the
Chairman and Chief Executive Officer of Unified, signing solely
in his capacity as an officer of Unified, to that effect.

(c) Permits, Authorizations, etc. Buyers shall have
-----------------------------
obtained any and all material permits, authorizations, consents,
waivers and approvals required for the lawful consummation of
the Merger.

(d) No Material Adverse Effect. Since the date of
--------------------------
this Agreement, there shall have been no Material Adverse Effect
on Unified and its Subsidiaries, taken as a whole.

- 27 -
<PAGE> 32

(e) Opinion of Counsel. Unified shall have delivered
------------------
to Seller an opinion of Unified's counsel dated as of the
Closing Date or a mutually agreeable earlier date in substan-
tially the form set forth as Exhibit C to this Agreement.
---------

(f) Registration Statement. The Registration
----------------------
Statement shall have been declared effective and shall not be
subject to a stop order or any threatened stop order.

6.03. Conditions to Obligations of Buyers to Effect the
-------------------------------------------------
Merger. The obligations of Buyers to effect the Merger shall be subject
- ------
to the fulfillment or waiver at or prior to the Effective Time of the
following additional conditions:

(a) Representations and Warranties. The
------------------------------
representations and warranties of Seller set forth in Article II
of this Agreement shall be true and correct in all material
respects as of the date of this Agreement and as of the
Effective Time (as though made on and as of the Effective Time,
except (i) to the extent such representations and warranties are
by their express provisions made as of a specific date, (ii)
where the facts which caused the failure of any representation
or warranty to be so true and correct have not resulted, and are
not likely to result, in a Material Adverse Effect on Seller and
its Subsidiaries, taken as a whole, and (iii) for the effect of
transactions contemplated by this Agreement) and Buyers shall
have received a certificate of the President of Seller, signing
solely in his capacity as an officer of Seller, to such effect.

(b) Performance of Obligations. Seller shall have
--------------------------
performed in all material respects all obligations required to
be performed by it under this Agreement prior to the Effective
Time, and Buyers shall have received a certificate of the
President of Seller signing solely in his capacity as an officer
of Seller, to that effect.

(c) Permits, Authorizations, etc. Seller shall have
-----------------------------
obtained any and all material permits, authorizations, consents,
waivers and approvals required for the lawful consummation by it
of the Merger.

(d) No Material Adverse Effect. Since the date of
--------------------------
this Agreement, there shall have been no Material Adverse Effect
on Seller and the Seller Subsidiaries, taken as a whole.

(e) Opinion of Counsel. Seller shall have delivered
------------------
to Buyers an opinion of Seller's counsel dated as of the Closing
Date or a mutually agreeable earlier date in substantially the
form set forth as Exhibit D to this Agreement.
---------

(f) Opinion of Accountant. Unified shall have
---------------------
received an opinion letter, dated as of the Closing Date, from
its independent public accountants, to the effect that the
Merger will qualify for pooling-of-interests accounting
treatment under Accounting Principles Board Opinion No. 16 if
closed and consummated in accordance with this Agreement.

- 28 -
<PAGE> 33

ARTICLE VII
-----------

TERMINATION, AMENDMENT AND WAIVER

7.01. Termination. This Agreement may be terminated at any
-----------
time prior to the Effective Time, whether before or after approval by
Seller's stockholders:

(a) by mutual consent by the Boards of Directors of
Unified and Seller;

(b) by the Board of Directors of Unified or the Board
of Directors of Seller at any time after October 31, 1997 if the
Merger shall not theretofore have been consummated (provided
that the terminating party is not then in material breach of any
representation, warranty, covenant or other agreement contained
herein);

(c) by the Board of Directors of Unified or the Board
of Directors of Seller if any Regulatory Authority whose
approval is required for the consummation of the transactions
contemplated hereby has denied approval of the Merger and such
denial has become final and nonappealable or (ii) the
stockholders of Seller shall not have approved this Agreement at
the meeting referred to in Section 5.03;

(d) by the Board of Directors of Unified, on the one
hand, or by the Board of Directors of Seller, on the other hand,
in the event of a material volitional breach by the other party
to this Agreement of any representation, warranty or agreement
contained herein, which breach is not cured within 30 days after
written notice thereof is given to the breaching party by the
non-breaching party or is not waived by the non-breaching party
during such period;

(e) by the Board of Directors of Unified pursuant to
and in accordance with the provisions of Section 5.05 hereof; or

(f) by the Board of Directors of Seller in the event
Unified shall have failed to either (i) file the Registration
Statement with the SEC by May 31, 1997 or (ii) have the
Registration Statement declared effective by July 31, 1997.

7.02. Effect of Termination. In the event of termination of
---------------------
this Agreement as provided in Section 7.01 hereof, this Agreement shall
forthwith become void and there shall be no liability on the part of Buyers
or Seller or their respective officers or directors except as set forth in
the second sentence of Section 5.01 and in Section 5.08 and in Article 8,
and except that no termination of this Agreement pursuant to Section
7.01(e) shall relieve the breaching party of any liability to the non-
breaching party hereto arising from the intentional, deliberate and willful
non-performance of any covenant contained herein, after giving notice to
such breaching party and an opportunity to cure as set forth in Section
7.01(e).

7.03. Amendment. This Agreement, the Exhibits and the
---------
Schedules hereto may be amended by the parties hereto, by action taken by
or on behalf of the respective Boards of Directors of Unified or Seller,
at any time before or after approval of this Agreement by the stockholders
of Seller; provided, however, that after any such approval by the
stockholders of Seller no such modification shall (A) alter or change the
amount or kind of Merger Consideration to be received by holders of Seller
Common Stock as provided in this Agreement or (B) adversely affect the tax
treatment to Seller stockholders as a result of the receipt of the Merger
Consideration. This Agreement, the Exhibits and

- 29 -
<PAGE> 34
the Schedules hereto may not be amended except by an instrument in writing
signed on behalf of each of Buyers and Seller.

7.04. Waiver. Any term, condition or provision of this
------
Agreement may be waived in writing at any time by the party which is, or
whose stockholders are, entitled to the benefits thereof.

ARTICLE VIII
------------

INDEMNIFICATION

8.01. Indemnification of Buyers. By execution of this
-------------------------
Agreement, the Principal Stockholder hereby acknowledges that Unified shall
be entitled to full indemnification by the Principal Stockholder of the
following:

(a) any and all loss, liability or damage (including
judgments and settlement payments) incurred by Seller or Unified
incident to, arising in connection with or resulting from any
misrepresentation, breach, nonperformance or inaccuracy of any
representation, warranty or covenant (to the extent such
covenant is to be performed prior to the Closing Date) by Seller
made or contained in this Agreement or in any Exhibit, Schedule,
certificate or other document executed and delivered to Unified
by the Principal Stockholder or by or on behalf of Seller under
or pursuant to this Agreement or the transactions contemplated
herein;

(b) any and all loss, liability or damage relating to
taxes which arise from or relate to (i) Seller's activities
prior to the Closing Date, (ii) tax periods ending on or prior
to the Closing Date or (iii) the Merger, in each case except to
the extent that any specific amount for any such tax was
recorded on the Seller's books;

(c) Seller's obligations with respect to any employees
of Seller under any pension, profit sharing or retirement plan,
collective bargaining agreement, consulting agreement, life
insurance or other employee welfare benefit plan or vacation
policy relating to any time prior to the Closing Date, and in
particular, obligations for medical or life insurance benefits
of any former or retired employees of Seller or their dependents;

(d) except to the extent of payments actually received
by Unified pursuant to any insurance policies under which Seller
is insured, any and all loss, liability or damage (including
judgments and settlement payments) incurred by them incident to,
arising in connection with or resulting from any act or failure
to act by the Principal Stockholder or by Seller or its
employees prior to the Closing Date; and

(e) any and all costs, expenses and all other actual
damages incurred in claiming, contesting or remedying any
breach, misrepresentation, nonperformance or inaccuracy
described above, or in enforcing their rights to indemnification
hereunder, including, by way of illustration and not limitation,
all legal and accounting fees, other professional expenses and
all filing fees and collection costs incident thereto and all
such fees, costs and expenses incurred in defending claims
which, if successfully prosecuted, would have resulted in loss,
liability, costs, expense or other damage.

- 30 -
<PAGE> 35

In case a claim shall be made or any action shall be brought in
respect of which recovery through indemnity will lie against the Principal
Stockholder pursuant to any provision of this Agreement, Unified shall
promptly notify the Principal Stockholder in writing, and the Principal
Stockholder shall promptly assume the defense thereof, including with the
consent of Unified, which consent shall not be unreasonably withheld, the
employment of counsel, the payment of all expenses and the right to
negotiate and consent to settlement. Unified shall have the right to
employ separate counsel with respect to any such claim or in any such
action and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of Unified unless the employment
of such counsel has been specifically authorized in writing by the
Principal Stockholder or there is a conflict of interest that would prevent
counsel for the Principal Stockholder from adequately representing both the
Principal Stockholder, on the one hand, and Seller and Unified on the other
hand, or would prevent counsel for Seller from adequately representing both
Seller and Unified. The Principal Stockholder shall not be liable for any
settlement of any such action effected without their written consent, but
if settled with the written consent of the Principal Stockholder or if
there be a final judgment for the plaintiff in any such action for which
the Principal Stockholder is required hereunder to assume the defense, the
Principal Stockholder agrees to indemnify and hold harmless Unified and
Seller from and against any loss or liability by reason of such settlement
or judgment.

8.02. Indemnification of the Stockholders. By execution of
-----------------------------------
this Agreement, Unified hereby acknowledges each stockholder of Seller as
set forth on the Seller Stockholder List (collectively, the "Stockholders")
shall be entitled to full indemnification by Unified of the following:

(a) any and all loss, liability or damage (including
judgments and settlement payments) incurred by the Stockholders
incident to, arising in connection with or resulting from any
misrepresentation, breach, nonperformance or inaccuracy of any
representation, warranty or covenant by Unified made or
contained in this Agreement or in any Exhibit, Schedule,
certificate or other document executed and delivered to
Stockholder by Unified; and

(b) any and all costs, expenses and all other actual
damages incurred in claiming, contesting or remedying any
breach, misrepresentation, nonperformance or inaccuracy
described above, or in enforcing its rights to indemnification
hereunder, including, by way of illustration and not limitation,
all legal and accounting fees, other professional expenses and
all filing fees and collection costs incident thereto and all
such fees, costs and expenses incurred in defending claims
which, if successfully prosecuted, would have resulted in loss,
liability, cost, expense or other damages.

In case a claim shall be made or any action shall be brought in
respect of which recovery through indemnity will lie against Unified
pursuant to any provision of this Agreement, the Stockholders shall
promptly notify Unified in writing, and Unified shall promptly assume the
defense thereof, including with the consent of the Stockholders, which
consent shall not be unreasonably withheld, the employment of counsel, the
payment of all expenses and the right to negotiate and consent to
settlement. The Stockholders shall have the right to employ separate
counsel with respect to any such claim or in any such action and to
participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of the Stockholders unless the employment
of such counsel has been specifically authorized in writing by Unified or
there is a conflict of interest that would prevent counsel for Unified from
adequately representing both Seller and Unified, on the one hand, and the
Stockholders, on the other hand. Unified shall not be liable for any
settlement of any such action effected without its written consent, but if
settled with the written consent of Unified or if there be a final judgment
for the plaintiff in any such action for which Unified is required
hereunder to assume the defense, Unified agrees to

- 31 -
<PAGE> 36
indemnify and hold harmless the Stockholders from and against any loss or
liability by reason of such settlement or judgment.

8.03. Payment of Claims for Indemnification. Any amounts to
-------------------------------------
be indemnified to Unified shall be the responsibility of the Principal
Stockholder and shall be paid promptly upon notice of Unified to the
Principal Stockholder of incurrence of such loss, liability, cost, expense
or damage and an explanation of the losses for Unified's demand for
indemnification under Article 8 of this Agreement. Any amounts payable to
the Stockholders pursuant to the provisions of Section 8.02 of this
Agreement shall be the responsibility of Unified and shall be paid promptly
upon notice of the Stockholders to Unified of incurrence of such loss,
liability, cost, expense or damage and an explanation of the losses for the
Stockholders' demand for indemnification under Section 8.02 of this
Agreement.

8.04. Survival of Indemnification. Any other provision
---------------------------
hereof to the contrary notwithstanding, the parties agree that the
representations and warranties of the parties contained in this Agreement
and any certificates delivered pursuant to this Agreement shall survive for
a period of twelve (12) months after the Closing Date for purposes of this
Article 8, regardless of any investigation made by either party prior to
the date hereof or prior to the Closing Date. Unified and the Stockholders
shall only be entitled to indemnification under this Article 8 for breaches
of representations and warranties if a written notice describing the claim
for which indemnification is sought is signed by the party claiming
indemnification not later than twelve months following the Closing Date.
Any claim for indemnification pursuant to this Article 8 for breaches of
representations and warranties not made prior to the expiration of such
twelve month period shall be extinguished, and all representations and
warranties with respect to which no claim is made prior to the expiration
of such twelve month period shall expire and be of no further force and
effect.

ARTICLE IX
----------

GENERAL PROVISIONS

9.01. Non-Survival of Representations, Warranties and
-----------------------------------------------
Agreements. No investigation by the parties hereto made heretofore or
- ----------
hereafter shall affect the representations and warranties of the parties
which are contained herein and each such representation and warranty shall
survive such investigation. Except as set forth below in this Section
9.01, all representations, warranties and agreements in this Agreement of
Buyers and Seller or in any instrument delivered by Buyers or Seller
pursuant to or in connection with this Agreement shall expire at the
Effective Time or upon termination of this Agreement in accordance with its
terms. In the event of consummation of the Merger, the agreements
contained in or referred to in Sections 1.07-1.11, 5.02(b), 5.06, 5.08,
5.09, 5.12, 5.13 and 5.14 and Article 8 shall survive the Effective Time.
In the event of termination of this Agreement in accordance with its terms,
the agreements contained in or referred to in the second sentence of
Section 5.01 and Sections 5.08 and 7.02 shall survive such termination.

9.02. No Assignment; Successors and Assigns. This Agreement
-------------------------------------
shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, but neither this Agreement nor any
right or obligation set forth in any provision hereof may be transferred
or assigned by any party hereto without the prior written consent of the
other party, and any purported transfer or assignment in violation of this
Section 9.02 shall be void and of no effect. There shall not be any third
party beneficiaries of any provisions hereof except for Sections 1.08,
5.08, 5.09, 5.12 and 5.14, which may be enforced against Buyers or Seller
by the parties therein identified.

- 32 -
<PAGE> 37

9.03. No Implied Waiver. No failure or delay on the part of
-----------------
either party hereto to exercise any right, power or privilege hereunder or
under any instrument executed pursuant hereto shall operate as a waiver nor
shall any single or partial exercise of any right, power or privilege
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.

9.04. Headings. Article, section, subsection and paragraph
--------
titles, captions and headings herein are inserted only as a matter of
convenience and for reference, and in no way define, limit, extend or
describe the scope of this Agreement or the intent or meaning of any
provision hereof.

9.05. Entire Agreement. This Agreement, the Exhibits and the
----------------
Schedules hereto constitute the entire agreement between the parties with
respect to the subject matter hereof, supersede all prior negotiations,
representations, warranties, commitments, offers, letters of interest or
intent, proposal letters, contracts, writings or other agreements or
understandings, whether written or oral, with respect thereto.

9.06. Counterparts. This Agreement may be executed in one
------------
or more counterparts, and any party to this Agreement may execute and
deliver this Agreement by executing and delivering any of such
counterparts, each of which when executed and delivered shall be deemed to
be an original and all of which taken together shall constitute one and the
same instrument.

9.07. Notices. All notices and other communications hereunder
-------
shall be in writing and shall be deemed to be duly received (i) on the date
given if delivered personally or (ii) upon confirmation of receipt, if by
facsimile transmission or (iii) on the date received if mailed by
registered or certified mail (return receipt requested), to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice):

(i) if to Buyers:

Unified Holdings, Inc.
429 North Pennsylvania Street
Indianapolis, Indiana 46204
Attention: President
Telecopy: (317) 632-7805

Copies to:

Mr. Timothy L. Ashburn, Chairman
1104 Buttonwood Court
Lexington, Kentucky 40515

and
Thompson Coburn
One Mercantile Center
St. Louis, Missouri 63101
Attention: Charles H. Binger, Esq.
Telecopy: (314) 552-7000

- 33 -
<PAGE> 38

(ii) if to Seller:

Vintage Advisers, Inc.
429 North Pennsylvania Street
Indianapolis, Indiana 46204
Attention: Lynn E. Wood, President
Telecopy: (317) 632-7805

Copies to:

Mr. Timothy L. Ashburn, Chairman
1104 Buttonwood Court
Lexington, Kentucky 40515

9.08. Severability. Any term, provision, covenant or
------------
restriction contained in this Agreement held by a court or a Regulatory
Authority of competent jurisdiction to be invalid, void or unenforceable,
shall be ineffective to the extent of such invalidity, voidness or
unenforceability, but neither the remaining terms, provisions, covenants
or restrictions contained in this Agreement nor the validity or
enforceability thereof in any other jurisdiction shall be affected or
impaired thereby. Any term, provision, covenant or restriction contained
in this Agreement that is so found to be so broad as to be unenforceable
shall be interpreted to be as broad as is enforceable.

9.09. Governing Law. This Agreement shall be governed by and
-------------
controlled as to validity, enforcement, interpretation, effect and in all
other respects by the internal laws of the State of Delaware, without
regards to its conflict of laws principles.

[remainder of this page intentionally left blank]

- 34 -
<PAGE> 39

IN WITNESS WHEREOF, Buyers and Seller have caused this Agreement
to be signed and, by such signature, acknowledged by their respective
officers thereunto duly authorized, and such signatures to be attested to
by their respective officers thereunto duly authorized, all as of the date
first above written.

"BUYERS"

UNIFIED HOLDINGS, INC.
ATTEST:

/s/ Barbara Ashburn By: /s/ Timothy L. Ashburn
- ------------------------------ ----------------------------------
Timothy L. Ashburn, Chairman and
Chief Executive Officer

/s/ Carol J. Highsmith By: /s/ Lynn E. Wood
- ------------------------------ ----------------------------------
Lynn E. Wood, President and
Chief Operating Officer

VAI ACQUISITION CORPORATION
ATTEST:

/s/ Barbara Ashburn By: /s/ Timothy L. Ashburn
- ------------------------------ ----------------------------------
Timothy L. Ashburn, President and
Chief Executive Officer

"SELLER"

VINTAGE ADVISERS, INC.
ATTEST:

/s/ Carol J. Highsmith By: /s/ Lynn E. Wood
- ------------------------------ ----------------------------------
Lynn E. Wood, President and
Chief Operating Officer

"PRINCIPAL STOCKHOLDER"

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

- 35 -

<PAGE> 1
EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

UNIFIED HOLDINGS, INC.

1. The name of the corporation is:

UNIFIED HOLDINGS, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is
The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall
have authority to issue is Three Thousand (3,000) all of such shares shall be
without par value.
5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written
ballot.
6. The name and mailing address of the incorporator is:

M. C. Kinnamon
Corporation Trust Center
1209 Orange Street
Wilmington Delaware 19801

7. A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the director
derived any improper personal benefit.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this
is my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 7th day of December, 1989.

/s/ M. C. Kinnamon
-------------------
M. C. Kinnamon

<PAGE> 2

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
UNIFIED HOLDINGS, INC.

===============================

Unified Holdings, Inc., (the "Company"), a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "General
Corporation Law"), does hereby certify:

FIRST: That on December 29, 1993, resolutions were duly adopted by the Board
of Directors of the Company with respect to an amendment to the Company's
Certificate of Incorporation, as follows:

RESOLVED, that Article 4 of the Certificate of Incorporation of the Company
hereby is deleted in its entirety and replaced with the following provision:

4. The authorized capital stock of the corporation shall consist of (a)
One Million (1,000,000) shares of Preferred Stock, par value $0.01 per
share; and (b) Three Thousand (3,000) shares of Common Stock, without
par value. The Board of Directors, by adoption of an authorizing
resolution, may cause Preferred Stock to be issued from time to time in
one or more series. The Board of Directors, by adoption of an authorizing
resolution, may with regard to the shares of any series of Preferred Stock:

(i) Fix the distinctive serial designation of the shares;
(ii) Fix the dividend rate, if any;
(iii) Fix the date from which dividends on shares issued before
the date for payment of the first dividend shall be
cumulative, if any;
(iv) Fix the redemption price and terms of redemption, if any;
(v) Fix the amounts payable per share in the event of dissolution
or liquidation of the corporation, if any;
(vi) Fix the terms and amounts of any sinking fund to be used for
the purchase or redemption of shares, if any;
(vii) Fix the terms and conditions under which the shares may be
converted, if any;
(viii) Provide whether such shares shall be non-voting, or shall
have full or limited voting rights, and the rights, if any,
of such shares to vote as a class on some or all matters on
which such shares may be entitled to vote; and

<PAGE> 3
(ix) Fix such other preferences, qualifications, limitations,
restrictions and special or relative rights not required by
law."

SECOND: That the foregoing plan for conversion of outstanding shares was
approved, in accordance with Section 228 of the General Corporation Law, by
written consent of holders of the common stock of the Company (being the
only class of stock of the Company outstanding) having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were
present and voted, and that written notice has been given as provided in such
Section.

THIRD: That the foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law.

FOURTH: That this Certificate of Amendment shall become effective upon the
filing thereof with the Secretary of State of the State of Delaware pursuant
to the provision of Section 103(d) of the General Corporation Law.

IN WITNESS WHEREOF, said Unified Holdings, Inc. has caused this certificate
to be signed and attested by its duly authorized officers and its corporate
seal affixed hereto this 31st day of December, 1993.

UNIFIED HOLDINGS, INC.
BY: /s/ Lynn E. Wood
------------------------
Lynn E. Wood, President

ATTEST:
/s/ Janice Hayles
------------------------
U.C.L.C.

<PAGE> 4

CERTIFICATE OF DESIGNATIONS, PREFERENCES,
AND RELATIVE RIGHTS,
QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS
OF THE
SERIES A 8% CUMULATIVE PREFERRED STOCK
OF
UNIFIED HOLDINGS, INC.

-----------------------

Pursuant to Section 151 of the General
Corporation Law of the State of Delaware

-----------------------

Unified Holdings, Inc. (the "Corporation"), a corporation organized
and existing under and by virtue of the provisions of the General Corporation
Law of the State of Delaware, certifies as follows:

FIRST: The Certificate of Incorporation of the Corporation
authorizes the issuance of 1,000,000 shares of Preferred Stock, par value $0.01
per share (the "Preferred Stock"), and, further, authorizes the Board of
Directors of the Corporation, by resolution or resolutions, at any time and from
time to time, to divide and establish any or all of the unissued shares of
Preferred Stock not then allocated to any series of Preferred Stock into one or
more series and, without limiting the generality of the foregoing, to fix and
determine the designation of each such share, the number of shares which shall
constitute such series and certain powers, preferences and relative
participating, optional or other special rights and qualifications, limitations
and restrictions of the shares of each series so established.

SECOND: By unanimous written consent of the Board of Directors of
the Corporation dated December 29, 1993, the following resolution was adopted
setting forth the designations, powers, preferences and rights, and the
qualifications, limitations or restrictions of a certain series of said
Preferred Stock:

RESOLVED: Pursuant to Section 151 of the General Corporation Law of
the State of Delaware, the Board of Directors designates 10,000 shares of the
Preferred Stock as Series A 8% Cumulative Preferred Stock (the "Series A
Preferred Stock"). The designations, powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, in respect of the Series A
Preferred Stock of the Corporation shall be as follows:

1. Definitions.
-----------

As used herein, the following terms shall have the respective
meanings ascribed to them:

"Board" shall mean the Board of Directors of the Corporation.

<PAGE> 5

"Business Day" shall mean any day which is not a Saturday or a
Sunday or a day on which banks are permitted to close in St. Louis, Missouri.
If any action otherwise required hereunder is scheduled for a day other than a
Business Day, then such action may be taken on the next successive Business Day.

"Common Stock" shall mean the Common Stock of the Corporation,
without par value.

"Corporation" shall mean Unified Holdings, Inc., a Delaware
corporation.

"Dividend Reference Date" shall mean the 25th day of January, April,
July and October of each year commencing April 25, 1994, and continuing through
and including January 25, 2014.

"GCL" shall mean the General Corporation Law of the State of
Delaware, as amended.

"Junior Security" shall mean any equity security of any kind which
the Corporation shall at any time issue or be authorized to issue other than the
Series A Preferred Stock, including but not limited to the Series B Preferred
Stock.

"Liquidation Value" of any share of Series A Preferred Stock as of
any particular date shall be equal to the sum of (i) the Stated Value plus
-----
(ii) an amount equal to any accrued and unpaid dividends on such share.

"Payment Default" shall mean (i) any time at which the aggregate
unpaid dividends on both the Series A Preferred Stock and the Series B Preferred
Stock equal or exceed two (2) times the amount of the then regular quarterly
dividend payment with respect to all then outstanding shares of each of such
series of Preferred Stock, and (ii) any time after January 25, 2014, until the
Corporation has redeemed all shares of Series A Preferred Stock as required by
paragraph 4(c) hereof.

"Person" shall mean any individual, partnership, limited
partnership, corporation, trust, joint venture, unincorporated organization and
a government or any department or agency thereof.

"Preferred Stock" shall mean the Preferred Stock, par value $0.01
per share, authorized to be issued by the Corporation pursuant to its
Certificate of Incorporation.

"Redemption Date" shall mean (i) the Dividend Reference Date
specified in a Redemption Notice for a redemption of shares of Series A
Preferred Stock pursuant to paragraph 4(b) hereof, and (ii) January 25, 2014 for
a redemption of shares of Series A Preferred Stock pursuant to paragraph 4(c)
hereof.

"Redemption Notice" shall mean the notice specified in paragraph
4(d) below.

- 2 -
<PAGE> 6

"Series A Preferred Stock" shall mean the Series A 8% Cumulative
Preferred Stock established pursuant to this resolution of the Board.

"Series B Preferred Stock" shall mean the Series B 8% Cumulative
Preferred Stock established pursuant to a resolution of the Board adopted
concurrently herewith.

"Sinking Fund" shall mean the sinking fund established by the
Corporation pursuant to paragraph 4(a) below.

"Sinking Fund Payment" shall mean an amount, calculated with respect
to each fiscal quarter of the Corporation, equal to the lesser of (a) Applicable
Percentage of the aggregate stated value of Series A Preferred Stock and Series
B Preferred Stock issued and outstanding as of the end of the fiscal quarter for
which such Sinking Fund Payment is being determined, and (b) the Net Account
Income determined with respect to such fiscal quarter. The Applicable
Percentage shall be 0.04375 (4.375%) with regard to the first and second Sinking
Fund Payments, which are due April 25, 1994 and July 25, 1994, respectively;
0.0425 (4.25%) with regard to the third and fourth Sinking Fund Payments, which
are due October 25, 1994 and January 25, 1995, respectively; and shall continue
to decline by one-eighth of one percentage point (.125%) with regard to each
subsequent pair of successive Sinking Fund Payments until it shall become 0.0375
(3.75%) with regard to the Sinking Fund Payments that are due on October 25,
1996 and January 25, 1997. The Applicable Percentage shall be 0.0375 (3.75%)
with regard to all Sinking Fund Payments due on or after January 25, 1997. "Net
Account Income" shall mean the excess of (i) Gross Account Income, over (ii)
Account Expenses. "Gross Account Income" shall mean the sum of (i) the Service
Income attributable to Accounts invested from the four Unified Family of Funds
and the three Liquid Green Funds into the Quest for Value/Oppenheimer Capital
Funds pursuant to certain transactions closing on or about January 23, 1993, and
(ii) forty percent (40%) of the Service Income attributable to any other
Accounts (including zero balance Accounts). "Account" or "Accounts" shall mean
any customer accounts documented on the records of Management at any time on or
between January 1, 1990 and January 31, 1993. "Service Income" shall mean
Distribution Assistance Fees (including 12(b)-(1) fees, as may from time to time
be amended or recodified by the Securities Exchange Commission) received by
Management for services and expenses incurred in connection with the assets
transferred pursuant to acquisition agreements executed among the various
Unified Funds and Liquid Green Trusts and comparable funds managed by Quest for
Value Advisors. Notwithstanding anything to the contrary, Service Income shall
not mean or include transfer agency fees, fund accounting fees, administration
and compliance fees, brokerage fees, or commissions associated with servicing
the Accounts. "Account Expenses" shall mean any commissions or fees due to
introducing broker/dealers in connection with any Account.

"Stated Value" of any share of Series A Preferred Stock shall mean
One Hundred Dollars ($100.00).

2. Dividends.
---------

(a) General Dividend Obligation. To the extent funds of the
---------------------------
Corporation are legally available therefor, the Board shall declare that the
Corporation shall pay to the holders

- 3 -
<PAGE> 7

of the Series A Preferred Stock, out of the assets of the Corporation available
for the payment of dividends under the GCL, preferential dividends at the times
and in the amounts provided for in this paragraph 2 and no more. Dividends
shall be paid by mailing the Corporation's good check in the proper amount to
each holder of the Series A Preferred Stock to such holder (or the designee of
such holder) at such holder's address (or designee's address) as it appears on
the Corporation's register on or prior to the due date of each dividend or by
transferring funds to such holder (or designee) by wire transfer or otherwise so
as to be received by such holder (or designee) on the due date of such dividend.

(b) Calculation of Dividends. Dividends on each share of Series
------------------------
A Preferred Stock shall be calculated cumulatively on a daily basis at the rate
and in the manner prescribed herein from (but not including) the date of
issuance of such share to and including the date on which the Liquidation Value
of such share is paid pursuant to the provisions hereof, whether or not such
dividends shall have been declared and whether or not there shall be (at the
time such dividends are calculated or become payable or at any other time)
profits, surplus or other funds of the Corporation legally available for the
payment of dividends. For purposes of this paragraph 2(b), the date on which
the Corporation shall initially issue any share of Series A Preferred Stock
shall be deemed to be its "date of issuance" regardless of the number of times
transfer of such share shall be made on the stock records maintained by or for
the Corporation and regardless of the number of certificates which may be
originally issued to evidence such share (whether by reason of transfer of such
share or for any other reason).

(c) Dividend Rate and Payment. Dividends shall be calculated
-------------------------
cumulatively (but shall not compound) on a daily basis on each share of Series A
Preferred Stock at the rate of eight percent (8.0%) per annum (based on a
365/366-day year) of the Stated Value thereof. Dividends shall be paid to the
holders of the shares of Series A Preferred Stock on each Dividend Reference
Date commencing March 31, 1994. Each of such dividend payments on each such
Dividend Reference Date shall be in an amount equal to the dividends calculated
from (but not including) the preceding Dividend Reference Date (or from, but not
including, the original date of issuance of the Series A Preferred Stock in the
case of the initial Dividend Reference Date). Notwithstanding the foregoing, in
no event shall the Corporation be required to pay any such dividend to the
extent the payment of such dividend would violate any provision of the GCL. Any
dividends not paid on their respective Dividend Reference Dates shall continue
to accumulate (and shall not compound) until paid.

(d) Distribution of Partial Dividend Payments. If on any
-----------------------------------------
Dividend Reference Date the Corporation shall pay less than the total amount of
dividends then calculated on the Series A Preferred Stock, such payment shall be
distributed among the holders of the Series A Preferred Stock so that an equal
amount shall be paid with respect to each outstanding share.

3. Liquidation. Upon any liquidation, dissolution or winding
-----------
up of the Corporation, whether voluntary or involuntary, the holders of the
Series A Preferred Stock shall be entitled, before any distribution or payment
is made upon any Junior Securities of the Corporation, to be paid out of the
assets of the Corporation available for distribution to its stockholders
(whether from capital, surplus or earnings) an amount in cash equal to the
aggregate Liquidation Value of all shares of Series A Preferred Stock
outstanding, and the

- 4 -
<PAGE> 8

holders of the Series A Preferred Stock shall not be entitled to any further
payment. If upon such liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the assets of the Corporation to
be distributed among the holders of the Series A Preferred Stock shall be
insufficient to permit payment to the holders of Series A Preferred Stock of the
amount which they are entitled to be paid as aforesaid, then the entire
remaining assets of the Corporation shall be distributed to the holders of the
Series A Preferred Stock ratably based upon the aggregate Liquidation Value of
the shares of Series A Preferred Stock held by them. Upon any such liquidation,
dissolution or winding up of the Corporation, after the holders of the Series A
Preferred Stock shall have been paid in full the amounts to which they shall be
entitled, the remaining assets of the Corporation may be distributed to the
holders of Junior Securities of the Corporation. Written notice of such
liquidation, dissolution or winding up, stating a payment date, the amount of
the payment and the place where the amounts distributable shall be payable,
shall be mailed by the Corporation by certified or registered mail, return
receipt requested, not less than thirty (30) days prior to the payment date
stated therein, to each record holder of any share of Series A Preferred Stock
at the address of such record holder shown on the Corporation's records.
Neither the consolidation or merger of the Corporation into or with any other
corporation or corporations, nor the sale, exchange or transfer by the
Corporation of less than substantially all of its assets, nor any reduction of
the capital of the Corporation, shall of itself be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of any of the
provisions of this paragraph 3.

4. Sinking Fund; Redemption by Corporation.
---------------------------------------

(a) No later than the 20th day of each January, April, July and
October, the Corporation shall transfer and set aside into a separate fund (the
"Sinking Fund") an amount of cash equal to the Sinking Fund Payment computed for
the fiscal quarter ending on the immediately preceding Dividend Reference Date.
The amounts held from time to time in the Sinking Fund shall be used solely for
the payment of dividends and the cost of redemption of the Series A Preferred
Stock and the Series B Preferred Stock.

(b) The Corporation may, at its sole option and discretion, redeem
on any Dividend Reference Date any whole number of shares of Series A Preferred
Stock, provided that (i) all accrued dividends on the Series A Preferred Stock
then have been paid, (ii) the balance of the Sinking Fund is sufficient to
effect such redemption, and (iii) the Corporation has funds (including the
amounts held in the Sinking Fund) legally available to effect such redemption.
The price at which such shares of Series A Preferred Stock may be redeemed shall
be an amount per share equal to the Liquidation Value. The shares of Series A
Preferred Stock which the Corporation elects to redeem pursuant to this
paragraph 4(b) shall be redeemed from the holders of such shares on a pro rata
basis, based on the number of shares of Series A Preferred Stock owned by each
such holder as a proportion of the total number of shares of Series A Preferred
Stock then outstanding.

(c) Subject to paragraph 5 below, the Corporation shall redeem all
of the issued and outstanding shares of Series A Preferred Stock on January 25,
2014, at an amount per share equal to the Liquidation Value.

- 5 -
<PAGE> 9

(d) Not more than sixty (60) days and not less than thirty (30)
days prior to any Dividend Reference Date on which the Corporation desires to
redeem any shares of Series A Preferred Stock pursuant to paragraph 4(b), the
Corporation shall mail to each holder of shares of Series A Preferred Stock a
written notice of redemption (the "Redemption Notice") at his post office
address last shown on the stock register of the Corporation. The Redemption
Notice shall:

(i) Identify the number of shares of Series A Preferred Stock
which are outstanding and the total number of such shares to be redeemed;

(ii) State the date on which such shares are to be redeemed
and the Liquidation Value as of such date; and

(iii) State that any holder of shares of Series A Preferred
Stock to be redeemed shall surrender to the Corporation, in the manner
and at the place designated, the certificate or certificates
representing the shares of Series A Preferred Stock to be redeemed.

(e) In connection with a redemption pursuant to paragraph 4(b) or
4(c), the Corporation shall give irrevocable instructions and authority to the
appropriate officers of the Corporation to set apart and pay from the Sinking
Fund (or any other funds legally available therefor, in the event of a
redemption under paragraph 4(c) hereof), on or after the Redemption Date, the
Liquidation Value to the respective record holders upon the surrender of their
share certificates. In the event less than all of the shares represented by any
such certificate are redeemed, the Corporation shall issue a new certificate
representing the unredeemed shares. From and after the Redemption Date, the
shares of Series A Preferred Stock so redeemed shall no longer be outstanding
and dividends shall cease to accrue (except as provided in the last sentence of
paragraph 5 below), and the holders thereof shall cease to be stockholders with
respect thereto and shall have no further rights regarding the shares so
redeemed except the right to receive payment of the Liquidation Value of such
shares, without interest, upon surrender of their certificates therefor. Any
monies so set apart and unclaimed at the end of two years (or any longer period
required by law) from the Redemption Date shall no longer be set aside and shall
become unallocated assets of the Corporation, and thereafter the holders of
shares who were entitled to such monies shall, subject to applicable laws, look
to the Corporation for payment of the Liquidation Value thereof.

5. Insufficient Funds. If on January 25, 2014, the funds of
------------------
the Corporation legally available for a redemption shall be insufficient to
redeem all shares of Series A Preferred Stock required to be redeemed under
paragraph 4(c) hereof, (whether due to the provisions of the GCL or otherwise),
funds to the maximum extent legally available for such purpose shall be utilized
by the Corporation to redeem the maximum number of shares of Series A Preferred
Stock on such date which may be redeemed from such funds. Such redemption shall
be made on a pro rata basis to the holders of shares of Series A Preferred
Stock. If, because sufficient funds are not legally available, the Corporation
shall fail to redeem all of the issued and outstanding shares of Series A
Preferred Stock at such time, the Corporation shall redeem such

- 6 -
<PAGE> 10

shares as promptly as practicable after funds are legally available therefor as
shown by the Corporation's quarterly or annual financial statements.

6. Status of Shares. Shares of Series A Preferred Stock
----------------
redeemed, purchased or otherwise acquired for value by the Corporation,
including by redemption in accordance with paragraph 4, shall, after such
acquisition, have the status of authorized and unissued shares of Preferred
Stock and may be reissued by the Corporation at any time as shares of any series
of Preferred Stock.

7. Restrictions.
------------

(a) So long as any Series A Preferred Stock shall be outstanding,
the Corporation shall not, except with the written consent of the holders of not
less than a majority of the then outstanding shares of Series A Preferred Stock,
create any class or series of stock ranking as to payment of dividends or as to
liquidation preference, having a priority over or on a parity with the Series A
Preferred Stock.

(b) So long as any Series A Preferred Stock shall remain
outstanding, the Corporation shall not, except with the written consent of the
holders of not less than a majority of then outstanding shares of Series A
Preferred Stock, amend, alter or repeal the Corporation's Certificate of
Incorporation (or any certificate amendatory or supplementary thereto) or
by-laws in a manner adversely affecting any of the powers, preferences and
rights set forth herein.

(c) So long as any Series A Preferred Stock shall remain
outstanding, no dividend shall be declared or paid, nor shall any other
distribution (including but not limited to a distribution in redemption) be
made, upon any Junior Securities by the Corporation, except (i) distributions
pursuant to the written consent of the holders of not less than a majority of
all then outstanding shares of Series A Preferred Stock, and (ii) distributions
in redemption of outstanding shares of Series B Preferred Stock, provided that
immediately following such redemption of shares of Series B Preferred Stock, the
ratio of the number of shares of Series B Preferred Stock outstanding after such
redemption to the maximum number of shares of Series B Preferred Stock that were
outstanding at any time will be equal to or greater than the ratio of the number
of shares of Series A Preferred Stock then outstanding to the maximum number of
shares of Series A Preferred Stock that were outstanding at any time.
Notwithstanding the immediately preceding sentence, in no event shall the
Corporation pay any dividend or make any other distribution upon any Junior
Securities unless all dividends and other payments (including but not limited to
redemption payments) theretofore required to be paid by the Corporation with
respect to the Series A Preferred Stock have been paid in full.

8. Voting Rights.
-------------

(a) Except as otherwise expressly provided herein or as required
under Delaware law, the holders of shares of Series A Preferred Stock shall not
be entitled to vote on matters coming before the stockholders of the
Corporation.

- 7 -
<PAGE> 11

(b) At such time as there occurs a Payment Default, and thereafter
at each annual and special meeting (or action by written consent in lieu of a
meeting) of stockholders of the Corporation during which a Payment Default
continues to exist, the holders of Series A Preferred Stock shall be entitled to
vote on all matters coming to the attention of the stockholders of the
Corporation, such shares to be voted together with the holders of the Common
Stock, and not as a class. Such voting right shall continue until no dividend
arrearages exist with respect to the Series A Preferred Stock or the Series B
Preferred Stock and dividends on both the Series A Preferred Stock and the
Series B Preferred Stock have been timely paid in full for two consecutive
quarters (or if such voting right occurs as a result of the Corporation's
failure to redeem the Series A Preferred Stock on January 25, 2014 then until
all shares of Series A Preferred Stock have been redeemed). The number of votes
per share of Series A Preferred Stock which the holder thereof shall be entitled
to cast at any time during the continuance of a Payment Default shall be equal
to (i) two (2) times the number of votes represented by all then outstanding
-----
Junior Securities having voting rights, divided by (ii) the sum of the number
----------
of outstanding shares of Series A Preferred Stock and the number of outstanding
shares of Series B Preferred Stock.

(c) No vote or consent of the holders of the Series A Preferred
Stock shall be required for the authorization (including an increase in the
authorized number of shares of any Junior Securities) or issuance of any Junior
Securities of the Corporation; provided, however, that the Corporation shall not
issue any Junior Securities which have class voting rights beyond those required
by law, except upon the prior written consent of the holders of a majority of
the then outstanding shares of Series A Preferred Stock.

9. Closing of Books. The Corporation will not close its books
----------------
against the transfer of any share of Series A Preferred Stock.

10. Registration of Transfer. The Corporation shall keep at its
------------------------
principal office in the State of Indiana (or at such other place as the
Corporation reasonably designates) a register for the registration of shares of
Series A Preferred Stock. Upon the surrender of any certificate representing
shares of Series A Preferred Stock at such place, the Corporation shall, at the
request of the registered holder of such certificate, execute and deliver a new
certificate or certificates in exchange therefor representing in the aggregate
the number of Shares of Series A Preferred Stock represented by the surrendered
certificate (and the Corporation forthwith shall cancel such surrendered
certificate), subject to the requirements of applicable securities laws. Each
such new certificate shall be registered in such name and shall represent such
number of shares of Series A Preferred Stock as shall be requested by the holder
of the surrendered certificate and shall be substantially identical in form to
the surrendered certificate; and dividends shall be calculated cumulatively on a
daily basis on the shares of Series A Preferred Stock represented by such new
certificate from the date to which dividends have been fully paid on the shares
represented by the surrendered certificate at the rate and in the manner
applicable to such surrendered certificate. The issuance of new certificates
shall be made without charge to the holders of the surrendered certificates for
any issuance tax in respect thereof or other cost incurred by the Corporation in
connection with such issuance; provided that the Corporation shall not be
required to pay any tax which may be payable in respect of any transfer involved

- 8 -
<PAGE> 12

in the issuance and delivery of any certificate in a name other than that of the
holder of the surrendered certificate.

11. Replacement.
-----------

(a) Upon receipt of evidence reasonably satisfactory to the
Corporation of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing one or more shares of Series A Preferred Stock and,
in the case of any such loss, theft or destruction, upon receipt of indemnity
and/or a bond reasonably satisfactory to the Corporation, or, in the case of any
such mutilation, upon surrender of such certificate, the Corporation shall (at
its expense) execute and deliver in lieu of such certificate a new certificate
of like kind representing the number of shares of Series A Preferred Stock
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, on which
dividends shall be calculated cumulatively on a daily basis from the date to
which dividends have been fully paid on such lost, stolen, destroyed or
mutilated certificate at the rate and in the manner applicable to such
certificate.

(b) The term "outstanding" when used herein with reference to
shares of Series A Preferred Stock as of any particular time shall not include
any such shares represented by any certificate in lieu of which a new
certificate has been executed and delivered by the Corporation in accordance
with paragraph 10 or this paragraph 11, but shall include only those shares
represented by such new certificate.

12. Amendment and Waiver. No amendment, modification or waiver
--------------------
of any provision hereof shall extend to or affect any obligation not expressly
amended, modified or waived or impair any right consequent thereon. No course
of dealing, and no failure to exercise or delay in exercising any right, remedy,
power of privilege granted hereby shall operate as a waiver, amendment or
modification of any provision hereof.

IN WITNESS WHEREOF, Unified Holdings, Inc. has caused this
Certificate to be signed by its President this 31 day of December, 1993.

UNIFIED HOLDINGS, INC.

By: /s/ Lynn E. Wood
------------------------
President

Attest: /s/ Janice Hayles
------------------------
Janice Hayles, Secretary

- 9 -
<PAGE> 13

CERTIFICATE OF DESIGNATIONS, PREFERENCES,
AND RELATIVE RIGHTS,
QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS
OF THE
SERIES B 8% CUMULATIVE PREFERRED STOCK
OF
UNIFIED HOLDINGS, INC.

-----------------------

Pursuant to Section 151 of the General
Corporation Law of the State of Delaware

-----------------------

Unified Holdings, Inc. (the "Corporation"), a corporation organized
and existing under and by virtue of the provisions of the General Corporation
Law of the State of Delaware, certifies as follows:

RESOLVED: Pursuant to Section 151 of the General Corporation Law of
the State of Delaware, the Board of Directors designates 10,000 shares of the
Preferred Stock as Series B 8% Cumulative Preferred Stock (the "Series B
Preferred Stock"). The designations, powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, in respect of the Series B
Preferred Stock of the Corporation shall be as follows:

1. Definitions.
-----------

As used herein, the following terms shall have the respective
meanings ascribed to them:

"Board" shall mean the Board of Directors of the Corporation.

<PAGE> 14
"Business Day" shall mean any day which is not a Saturday or a
Sunday or a day on which banks are permitted to close in St. Louis, Missouri.
If any action otherwise required hereunder is scheduled for a day other than a
Business Day, then such action may be taken on the next successive Business Day.

"Common Stock" shall mean the Common Stock of the Corporation,
without par value.

"Corporation" shall mean Unified Holdings, Inc., a Delaware
corporation.

"Dividend Reference Date" shall mean the last day of January, April,
July and October of each year commencing April 25, 1994, and continuing through
and including January 25, 2014.

"GCL" shall mean the General Corporation Law of the State of
Delaware, as amended.

"Junior Security" shall mean any equity security of any kind which
the Corporation shall at any time issue or be authorized to issue other than the
Series A Preferred Stock and the Series B Preferred Stock.

"Liquidation Value" of any share of Series B Preferred Stock as of
any particular date shall be equal to the sum of (i) the Stated Value plus
----
(ii) an amount equal to any accrued and unpaid dividends on such share.

"Payment Default" shall mean (i) any time at which the aggregate
unpaid dividends on both the Series A Preferred Stock and the Series B Preferred
Stock equal or exceed two (2) times the amount of the then regular quarterly
dividend payment with respect to all then outstanding shares of each of such
series of Preferred Stock, and (ii) any time after January 25, 2014, until such
time as the Corporation has redeemed all shares of Series B Preferred Stock as
required by paragraph 4(c) hereof.

"Person" shall mean any individual, partnership, limited
partnership, corporation, trust, joint venture, unincorporated organization and
a government or any department or agency thereof.

"Preferred Stock" shall mean the Preferred Stock, par value $0.01
per share, authorized to be issued by the Corporation pursuant to its
Certificate of Incorporation.

"Redemption Date" shall mean (i) the Dividend Reference Date
specified in a Redemption Notice for a redemption of shares of Series B
Preferred Stock pursuant to paragraph 4(b) hereof, and (ii) January 25, 2014 for
a redemption of shares of Series B Preferred Stock pursuant to paragraph 4(c)
hereof.

"Redemption Notice" shall mean the notice specified in paragraph
4(d) below.

- 2 -
<PAGE> 15

"Series A Preferred Stock" shall mean the Series A 8% Cumulative
Preferred Stock established pursuant to a resolution of the Board adopted
concurrently herewith.

"Series B Preferred Stock" shall mean the Series B 8% Cumulative
Preferred Stock established pursuant to this resolution of the Board.

"Sinking Fund" shall mean the sinking fund established by the
Corporation pursuant to paragraph 4(a) below.

"Sinking Fund Payment" shall mean an amount, calculated with respect
to each fiscal quarter of the Corporation, equal to the lesser of (a) Applicable
Percentage of the aggregate stated value of Series A Preferred Stock and Series
B Preferred Stock issued and outstanding as of the end of the fiscal quarter for
which such Sinking Fund Payment is being determined, and (b) the Net Account
Income determined with respect to such fiscal quarter. The Applicable
Percentage shall be 0.04375 (4.375%) with regard to the first and second Sinking
Fund Payments, which are due April 25, 1994 and July 25, 1994, respectively;
0.0425 (4.25%) with regard to the third and fourth Sinking Fund Payments, which
are due October 25, 1995 and January 25, 1995, respectively; and shall continue
to decline by one-eighth of one percentage point (.125%) with regard to each
subsequent pair of successive Sinking Fund Payments until it shall become 0.0375
(3.75%) with regard to the Sinking Fund Payments that are due on October 25,
1996 and January 25, 1997. The Applicable Percentage shall be 0.0375 (3.75%)
with regard to all Sinking Fund Payments due on or after January 25, 1997. "Net
Account Income" shall mean the excess of (i) Gross Account Income, over (ii)
Account Expenses. "Gross Account Income" shall mean the sum of (i) the Service
Income attributable to Accounts invested from the four Unified Family of Funds
and the three Liquid Green Funds into the Quest for Value/Oppenheimer Capital
Funds pursuant to certain transactions closing on or about January 23, 1993, and
(ii) forty percent (40%) of the Service Income attributable to any other
Accounts (including zero balance Accounts). "Account" or "Accounts" shall mean
any customer accounts documented on the records of Management at any time on or
between January 1, 1990 and January 31, 1993. "Service Income" shall mean
Distribution Assistance Fees (including 12(b)-(1) fees, as may from time to time
be amended or recodified by the Securities Exchange Commission) received by
Management for services and expenses incurred in connection with the assets
transferred pursuant to acquisition agreements executed among the various
Unified Funds and Liquid Green Trusts and comparable funds managed by Quest for
Value Advisors. Notwithstanding anything to the contrary, Service Income shall
not mean or include transfer agency fees, fund accounting fees, administration
and compliance fees, brokerage fees, or commissions associated with servicing
the Accounts. "Account Expenses" shall mean any commissions or fees due to
introducing broker/dealers in connection with any Account.

"Stated Value" of any share of Series B Preferred Stock shall mean
One Hundred Dollars ($100.00).

2. Dividends.
---------

- 3 -
<PAGE> 16

of the Series B Preferred Stock, out of the assets of the Corporation available
for the payment of dividends under the GCL, preferential dividends at the times
and in the amounts provided for in this paragraph 2 and no more. Dividends
shall be paid by mailing the Corporation's good check in the proper amount to
each holder of the Series B Preferred Stock to such holder (or the designee of
such holder) at such holder's address (or designee's address) as it appears on
the Corporation's register on or prior to the due date of each dividend or by
transferring funds to such holder (or designee) by wire transfer or otherwise so
as to be received by such holder (or designee) on the due date of such dividend.

(b) Calculation of Dividends. Dividends on each share of Series
------------------------
B Preferred Stock shall be calculated cumulatively on a daily basis at the rate
and in the manner prescribed herein from (but not including) the date of
issuance of such share to and including the date on which the Liquidation Value
of such share is paid pursuant to the provisions hereof, whether or not such
dividends shall have been declared and whether or not there shall be (at the
time such dividends are calculated or become payable or at any other time)
profits, surplus or other funds of the Corporation legally available for the
payment of dividends. For purposes of this paragraph 2(b), the date on which
the Corporation shall initially issue any share of Series B Preferred Stock
shall be deemed to be its "date of issuance" regardless of the number of times
transfer of such share shall be made on the stock records maintained by or for
the Corporation and regardless of the number of certificates which may be
originally issued to evidence such share (whether by reason of transfer of such
share or for any other reason).

(c) Dividend Rate and Payment. Dividends shall be calculated
-------------------------
cumulatively (but shall not compound) on a daily basis on each share of Series B
Preferred Stock at the rate of eight percent (8.0%) per annum (based on a
365/366-day year) of the Stated Value thereof. Dividends shall be paid to the
holders of the shares of Series B Preferred Stock on each Dividend Reference
Date commencing April 25, 1994. Each of such dividend payments on each such
Dividend Reference Date shall be in an amount equal to the dividends calculated
from (but not including) the preceding Dividend Reference Date (or from, but not
including, the original date of issuance of the Series B Preferred Stock in the
case of the initial Dividend Reference Date). Notwithstanding the foregoing, in
no event shall the Corporation be required to pay any such dividend to the
extent the payment of such dividend would violate any provision of the GCL. Any
dividends not paid on their respective Dividend Reference Dates shall continue
to accumulate (and shall not compound) until paid.

(d) Distribution of Partial Dividend Payments. If on any
-----------------------------------------
Dividend Reference Date the Corporation shall pay less than the total amount of
dividends then calculated on the Series B Preferred Stock, such payment shall be
distributed among the holders of the Series B Preferred Stock so that an equal
amount shall be paid with respect to each outstanding share.

3. Liquidation. Upon any liquidation, dissolution or winding
-----------
up of the Corporation, whether voluntary or involuntary, the holders of the
Series B Preferred Stock shall be entitled, after all liquidating distributions
have been made with respect to the then outstanding shares of Series A Preferred
Stock and before any distribution or payment is made upon any Junior Securities
of the Corporation, to be paid out of the assets of the Corporation remaining
available for distribution to its stockholders (whether from capital, surplus or
earnings) an

- 4 -
<PAGE> 17

amount in cash equal to the aggregate Liquidation Value of all shares of Series
B Preferred Stock outstanding, and the holders of the Series B Preferred Stock
shall not be entitled to any further payment. If upon such liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the assets of the Corporation to be distributed among the holders of the Series
B Preferred Stock, after all liquidating distributions have been made with
respect to the then outstanding shares of Series A Preferred Stock, shall be
insufficient to permit payment to the holders of Series B Preferred Stock of the
amount which they are entitled to be paid as aforesaid, then the entire
remaining assets of the Corporation shall be distributed to the holders of the
Series B Preferred Stock ratably based upon the aggregate Liquidation Value of
the shares of Series B Preferred Stock held by them. Upon any such liquidation,
dissolution or winding up of the Corporation, after the holders of the Series B
Preferred Stock shall have been paid in full the amounts to which they shall be
entitled, the remaining assets of the Corporation may be distributed to the
holders of Junior Securities of the Corporation. Written notice of such
liquidation, dissolution or winding up, stating a payment date, the amount of
the payment and the place where the amounts distributable shall be payable,
shall be mailed by the Corporation by certified or registered mail, return
receipt requested, not less than thirty (30) days prior to the payment date
stated therein, to each record holder of any share of Series B Preferred Stock
at the address of such record holder shown on the Corporation's records.
Neither the consolidation or merger of the Corporation into or with any other
corporation or corporations, nor the sale, exchange or transfer by the
Corporation of less than substantially all of its assets, nor any reduction of
the capital of the Corporation, shall of itself be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of any of the
provisions of this paragraph 3.

4. Sinking Fund; Redemption by Corporation.
---------------------------------------

(b) The Corporation may, at its sole option and discretion, redeem
on any Dividend Reference Date any whole number of shares of Series B Preferred
Stock, provided that (i) all accrued dividends on the Series A Preferred Stock
and Series B Preferred Stock then have been paid, (ii) the balance of the
Sinking Fund is sufficient to effect such redemption, (iii) immediately
following such redemption of shares of Series B Preferred Stock, the ratio of
the number of shares of Series B Preferred Stock outstanding after such
redemption to the maximum number of shares of Series B Preferred Stock that were
outstanding at any time will be equal to or greater than the ratio of the number
of shares of Series A Preferred Stock then outstanding to the maximum number of
shares of Series A Preferred Stock that were outstanding at any time, and (iv)
the Corporation has funds (including the amounts held in the Sinking Fund)
legally available to effect such redemption. The price at which such shares of
Series B Preferred Stock may be redeemed shall be an amount per share equal to
the Liquidation Value. The shares of Series B Preferred Stock which the
Corporation elects to redeem pursuant to this paragraph 4(b)

- 5 -
<PAGE> 18

shall be redeemed from the holders of such shares on a pro rata basis, based on
the number of shares of Series B Preferred Stock owned by each such holder as a
proportion of the total number of shares of Series B Preferred Stock then
outstanding.

(c) Subject to paragraph 5 below, the Corporation shall redeem all
of the issued and outstanding shares of Series B Preferred Stock on January 25,
2014, at an amount per share equal to the Liquidation Value.

(d) Not more than sixty (60) days and not less than thirty (30)
days prior to any Dividend Reference Date on which the Corporation desires to
redeem any shares of Series B Preferred Stock pursuant to paragraph 4(b), the
Corporation shall mail to each holder of shares of Series B Preferred Stock a
written notice of redemption (the "Redemption Notice") at his post office
address last shown on the stock register of the Corporation. The Redemption
Notice shall:

(i) Identify the number of shares of Series B Preferred Stock
which are outstanding and the total number of such shares to be redeemed;

(ii) State the date on which such shares are to be redeemed
and the Liquidation Value as of such date; and

(iii) State that any holder of shares of Series B Preferred
Stock to be redeemed shall surrender to the Corporation, in the manner
and at the place designated, the certificate or certificates
representing the shares of Series B Preferred Stock to be redeemed.

(e) In connection with a redemption pursuant to paragraph 4(b) or
4(c), the Corporation shall give irrevocable instructions and authority to the
appropriate officers of the Corporation to set apart and pay from the Sinking
Fund (or any other funds legally available therefor, in the event of a
redemption under paragraph 4(c) hereof), on or after the Redemption Date, the
Liquidation Value to the respective record holders upon the surrender of their
share certificates. In the event less than all of the shares represented by any
such certificate are redeemed, the Corporation shall issue a new certificate
representing the unredeemed shares. From and after the Redemption Date, the
shares of Series B Preferred Stock so redeemed shall no longer be outstanding
and dividends shall cease to accrue (except as provided in the last sentence of
paragraph 5 below), and the holders thereof shall cease to be stockholders with
respect thereto and shall have no further rights regarding the shares so
redeemed except the right to receive payment of the Liquidation Value of such
shares, without interest, upon surrender of their certificates therefor. Any
monies so set apart and unclaimed at the end of two years (or any longer period
required by law) from the Redemption Date shall no longer be set aside and shall
become unallocated assets of the Corporation, and thereafter the holders of
shares who were entitled to such monies shall, subject to applicable laws, look
to the Corporation for payment of the Liquidation Value thereof.

5. Insufficient Funds. If on January 25, 2014, the funds of
------------------
the Corporation legally available for a redemption shall be insufficient to
redeem all shares of Series B Preferred

- 6 -
<PAGE> 19

Stock required to be redeemed under paragraph 4(c) hereof (whether due to the
provisions of the GCL or otherwise), funds to the maximum extent legally
available for such purpose shall be utilized by the Corporation, first, to
redeem the maximum number of shares of Series A Preferred Stock on such date
which may be redeemed from such funds, and second, to redeem the maximum number
of shares of Series B Preferred Stock on such date which may be redeemed from
such funds. Such redemption shall be made following the redemption of
outstanding shares of Series A Preferred Stock and on a pro rata basis to the
holders of shares of Series B Preferred Stock. If, because sufficient funds are
not legally available, the Corporation shall fail to redeem all of the issued
and outstanding shares of Series B Preferred Stock at such time, the Corporation
shall redeem such shares as promptly as practicable following the redemption of
all outstanding shares of Series A Preferred Stock and after funds are legally
available therefor as shown by the Corporation's quarterly or annual financial
statements.

6. Status of Shares. Shares of Series B Preferred Stock
----------------
redeemed, purchased or otherwise acquired for value by the Corporation,
including by redemption in accordance with paragraph 4, shall, after such
acquisition, have the status of authorized and unissued shares of Preferred
Stock and may be reissued by the Corporation at any time as shares of any series
of Preferred Stock.

7. Restrictions.
------------

(a) So long as any Series B Preferred Stock shall be outstanding,
the Corporation shall not, except with the written consent of the holders of not
less than a majority of the then outstanding shares of Series B Preferred Stock,
create any class or series of stock ranking as to payment of dividends or as to
liquidation preference, having a priority over or on a parity with the Series B
Preferred Stock, except only (i) shares of Series A Preferred Stock, and (ii)
shares of any series of Preferred Stock issued in replacement or exchange for
outstanding shares of Series A Preferred Stock, provided that the aggregate
liquidation preference and the dividend rate of such series is not more than the
aggregate liquidation preference and dividend rate of the Series A Preferred
Stock immediately prior to such exchange or replacement.

(b) So long as any Series B Preferred Stock shall remain
outstanding, the Corporation shall not, except with the written consent of the
holders of not less than a majority of then outstanding shares of Series B
Preferred Stock, amend, alter or repeal the Corporation's Certificate of
Incorporation (or any certificate amendatory or supplementary thereto) or
by-laws in a manner adversely affecting any of the powers, preferences and
rights set forth herein.

(c) So long as any Series B Preferred Stock shall remain
outstanding, no dividend shall be declared or paid, nor shall any other
distribution (including but not limited to a distribution in redemption) be
made, upon any Junior Securities by the Corporation, except distributions
pursuant to the written consent of the holders of not less than a majority of
all then outstanding shares of Series B Preferred Stock. Notwithstanding the
immediately preceding sentence, in no event shall the Corporation pay any
dividend or make any other distribution upon any Junior Securities unless all
dividends and other payments (including but not limited to

- 7 -
<PAGE> 20

redemption payments) theretofore required to be paid by the Corporation with
respect to the Series A Preferred Stock and Series B Preferred Stock have been
paid in full.

8. Voting Rights.
-------------

(a) Except as otherwise expressly provided herein or as required
under Delaware law, the holders of shares of Series B Preferred Stock shall not
be entitled to vote on matters coming before the stockholders of the
Corporation.

(b) At such time as there occurs a Payment Default, and thereafter
at each annual and special meeting (or action by written consent in lieu of a
meeting) of stockholders of the Corporation during which a Payment Default
continues to exist, the holders of Series B Preferred Stock shall be entitled to
vote on all matters coming to the attention of the stockholders of the
Corporation, such shares to be voted together with the holders of the Common
Stock, and not as a class. Such voting right shall continue until no dividend
arrearages exist with respect to the Series A Preferred stock or the Series B
Preferred Stock and the dividends on both the Series A Preferred Stock and the
Series B Preferred stock have been timely paid in full for two consecutive
quarters (or if such voting right occurs as a result of the Corporation's
failure to redeem the Series B Preferred stock on January 25, 2014, then until
all shares of Series B Preferred Stock have been redeemed). The number of votes
per share of Series B Preferred Stock which the holder thereof shall be entitled
to cast at any time during the continuance of a Payment Default shall be equal
to (i) two (2) times the number of votes represented by all then outstanding
-----
Junior Securities having voting rights, divided by (ii) the sum of the number
----------
of outstanding shares of Series A Preferred Stock and the number of outstanding
shares of Series B Preferred Stock.

(c) No vote or consent of the holders of the Series B Preferred
Stock shall be required for the authorization (including an increase in the
authorized number of shares of any Junior Securities) or issuance of any Junior
Securities of the Corporation; provided, however, that the Corporation shall not
issue any Junior Securities which have class voting rights beyond those required
by law, except upon the prior written consent of the holders of a majority of
the then outstanding shares of Series B Preferred Stock.

9. Closing of Books. The Corporation will not close its books
----------------
against the transfer of any share of Series B Preferred Stock.

- 8 -
<PAGE> 21

certificate and shall be substantially identical in form to the surrendered
certificate; and dividends shall be calculated cumulatively on a daily basis on
the shares of Series B Preferred Stock represented by such new certificate from
the date to which dividends have been fully paid on the shares represented by
the surrendered certificate at the rate and in the manner applicable to such
surrendered certificate. The issuance of new certificates shall be made without
charge to the holders of the surrendered certificates for any issuance tax in
respect thereof or other cost incurred by the Corporation in connection with
such issuance; provided that the Corporation shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the holder of the
surrendered certificate.

11. Replacement.
-----------

(a) Upon receipt of evidence reasonably satisfactory to the
Corporation of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing one or more shares of Series B Preferred Stock and,
in the case of any such loss, theft or destruction, upon receipt of indemnity
and/or a bond reasonably satisfactory to the Corporation, or, in the case of any
such mutilation, upon surrender of such certificate, the Corporation shall (at
its expense) execute and deliver in lieu of such certificate a new certificate
of like kind representing the number of shares of Series B Preferred Stock
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, on which
dividends shall be calculated cumulatively on a daily basis from the date to
which dividends have been fully paid on such lost, stolen, destroyed or
mutilated certificate at the rate and in the manner applicable to such
certificate.

(b) The term "outstanding" when used herein with reference to
shares of Series B Preferred Stock as of any particular time shall not include
any such shares represented by any certificate in lieu of which a new
certificate has been executed and delivered by the Corporation in accordance
with paragraph 10 or this paragraph 11, but shall include only those shares
represented by such new certificate.

- 9 -
<PAGE> 22

IN WITNESS WHEREOF, Unified Holdings, Inc. has caused this
Certificate to be signed by its President this 31 day of December, 1993.

UNIFIED HOLDINGS, INC.

By: /s/ Lynn E. Wood
---------------------------------
President

Attest: /s/ Janice Hayles
---------------------------------
Janice Hayles, Secretary

- 10 -

<PAGE> 23

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
============================

* UNIFIED HOLDINGS, INC., a corporation organized and existing by virtue of
the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

* FIRST: That at a meeting of the Board of Directors of Unified
Holdings, Inc. on April 26, 1995, resolutions were duly adopted setting
forth a proposed amendment of the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of said corporation for consideration
thereof. The resolution setting forth the proposed amendment is as
follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by changing the Article number "4" so that, as amended, said
Article shall read as follows:

"The total number of shares of common stock which the corporation shall
have authority to issue is Three Hundred Thousand (300,000). All of
such shares shall be without par value."

* SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation
was duly called and held, upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware at which meeting
the necessary number of shares as required by statute were voted in
favor of the amendment.

* THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.

* FOURTH: That the capital of said corporation shall not be reduced
under or by reason of said amendment.

* IN WITNESS WHEREOF, said Unified Holdings, Inc. has caused this
certificate to be signed by Lynn E. Wood, its President, and Timothy L.
Ashburn, its Secretary, this 26th Day of April, 1995.

BY: /s/ Lynn E. Wood
-------------------------------
Lynn E. Wood, President

BY: /s/ Timothy L. Ashburn
-------------------------------
Timothy L. Ashburn, Secretary

<PAGE> 24

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
============================

* UNIFIED HOLDINGS, INC., a corporation organized and existing by virtue
of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

* FIRST: That at a meeting of the Board of Directors of Unified
Holdings, Inc. on February 6, 1997, resolutions were duly adopted
setting forth a proposed amendment of the Certificate of Incorporation
of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed
amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by changing the Article number "4" so that, as amended, said
Article shall read as follows:

"The authorized capital stock of the corporation shall consist of
(a) One Million (1,000,000) shares of Preferred Stock, par value
$0.01 per share; and (b) Twenty-Five Million (25,000,000) shares
of Common Stock, par value $0.01 per share. The Board of
Directors, by adoption of an authorizing resolution, may cause
Preferred Stock to be issued from time to time in one or more
series. The Board of Directors, by adoption of an authorizing
resolution, may with regard to the shares of any series of
Preferred Stock:

(i) Fix the distinctive serial designation of the shares;
(ii) Fix the dividend rate, if any;
(iii) Fix the date from which dividends on shares issued
before the date for payment of the first dividend
shall be cumulative, if any;
(iv) Fix the redemption price and terms of redemption, if
any;
(v) Fix the amounts payable per share in the event of
dissolution or liquidation of the corporation, if any;
(vi) Fix the terms and amounts of any sinking fund to be
used for the purchase or redemption of shares, if any;
(vii) Fix the terms and conditions under which the shares
may be converted, if any;
(viii) Provide whether such shares shall be non-voting, or
shall have full or limited voting rights, and the
rights, if any, of such shares to vote as a class on
some or all matters on which such shares may be
entitled to vote; and
(ix) Fix such other preferences, qualification,
limitations, restrictions and special or relative
rights not required by law."

* THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.

* FOURTH: That the capital of said corporation shall not be reduced
under or by reason of said amendment.

* IN WITNESS WHEREOF, said Unified Holdings, Inc. has caused this
certificate to be signed by Lynn E. Wood, its President, and Carol J.
Highsmith, its Secretary, this 6th Day of February, 1997.

BY: /s/ Lynn E. Wood
-------------------------------
Lynn E. Wood, President

BY: /s/ Carol J. Highsmith
-------------------------------
Carol J. Highsmith, Secretary

<PAGE> 1
EXHIBIT 3.2

BY-LAWS
OF
UNIFIED HOLDINGS, INC.

ARTICLE I
---------

Meeting of Shareholders

SECTION 1. Annual Meeting. The annual meeting of the shareholders
--------------
of this corporation shall be held at the time and place designated by the Board
of Directors of the corporation, in the month of January of each year. Business
transacted at the annual meeting shall include the election of directors of
this corporation.

SECTION 2. Special Meeting. Special meetings of the shareholders
---------------
shall be held when directed by the President, Vice-President, or the Board of
Directors, or when requested in writing by the holders of not less than fifty
(50%) percent of all the shares entitled to vote at the meeting. A meeting
requested by the shareholders shall be called for a date not less than ten (10)
or more than sixty (60) days after the request is made, unless the shareholders
requesting the meeting designate a later date. The call for the meeting shall
be issued by the Secretary, unless the President or Board of Directors or
shareholders requesting the meeting shall designate another person to
do so.

SECTION 3. Place. Meetings of shareholders may be held within or
-----
without the State of Indiana.

SECTION 4. Notice. Written notice stating the place, day and hour
------
of the meeting and in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the meeting, either personally or by first class
mail, by or at the discretion of the President, the Secretary, or the officer
or person calling the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid.

SECTION 5. Notice of Adjourned Meetings. When a meeting is
----------------------------
adjourned to another time or place, it shall not be necessary to give any notice
of the adjourned meeting if the time and place to which the meeting is adjourned
is taken, and at the adjourned meeting any business may be transacted that might
have been transacted on the original date of the meeting. If, however, after
the adjournment the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given as provided in this
section to each shareholder of record on the new record date entitled to vote at
such meeting.

SECTION 6. Closing of Transfer Books and Fixing Record Date. For
-------------------------------------------------
the purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournments thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a state period but not to exceed, in any case, sixty
(60) days.

If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the record date for any determination of
shareholders, such date in any case to be not more than sixty (60) days and, in
case of a meeting of shareholders, not less than ten (10) days prior to the date
on which the particular action requiring such determination of shareholders is
to be taken.

<PAGE> 2

If the stock transfer books are not closed and no record date is fixed
for the termination of shareholders entitled to notice or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of
a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record ate for
such determination of shareholders.

When a determination of shareholders entitled to vote at an meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.

SECTION 7. Voting Record. At least ten (10) days before each
--------------
meeting of shareholders, the Secretary, officers or agent having charge
of shareholder records shall compile a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by each. The list,
for a period of ten (10) days prior to such meeting, shall be kept on file at
the registered office of the corporation, at the principal place of business of
the corporation or at the office of the transfer agent or registrar of the
corporation and any shareholders shall be entitled to inspect the list
at any time during usual business hours. The list shall also be
produced and kept open at the time and place of the meeting and shall
be subject to the inspection of any shareholder a any time during the
meeting.

If the requirements of this section have not been substantially
complied with, the meeting, on demand of any shareholder, in person or by
proxy, shall be adjourned until the requirements are complied with. If no
such demand is made, failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.

SECTION 8. Shareholder Quorum and Voting. A majority of the
-----------------------------
shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. When a specified
item of business is required to be voted on by a class or series of
stock, a majority of the shares of such class or series shall
constitute a quorum for the transaction of such item of business by the
class or series.

If a quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders unless otherwise provided
by law.

After a quorum has been established at a shareholders' meeting,
the subsequent withdrawal of shareholders, so as to reduce the number
of shareholders entitled to vote at the meeting below the number
required for a quorum, shall not affect the validity of any action
taken at the meeting or adjournment thereof

SECTION 9. Voting of Shares. Each outstanding share, regardless of
----------------
class, shall be entitled to one (1) vote on each matter submitted to a
vote at a meeting of shareholders.

Treasury shares, share of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or
controlled by this corporation, and shares of stock of this corporation
held by it in a fiduciary capacity shall not be counted in determining
the total number of outstanding shares at any given time.

A shareholder may vote either in person or by proxy executed in writing
by the shareholder or his duly authorized attorney-in-fact.

At each election for directors every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the
number of shares owned by him for as many persons as there are
directors to be

<PAGE> 3

elected at that time and for whose election he has a right to vote, or to
cumulate his votes by giving one candidate as many votes as the number of
directors to be elected at that time multiplied by the number of his shares,
or by distributing such votes ???? The same principal among any number of such
candidates.

Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent or proxy designated by the
bylaws of the corporate shareholders; or, in the absence of any
applicable bylaw, by such person as the Board of Directors of the
corporate shareholders may designate. Proof of such designation may be
made by presentation of a certified copy of the bylaws or other
instrument of the corporate shareholders.

In the absence of any such designation, or in case of conflicting
designation by the corporate shareholder, the Chairman of the Board,
President, any Vice-President, Secretary and Treasurer of the
corporate shareholder shall be presumed to possess, in that order,
authority to vote such shares.

Shares held by a personal representative, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of
such shares into his name. Shares standing in the name of a Trustee
may be voted by him, either in person or by proxy, but no Trustee shall
be entitled to vote shares held by him without a transfer of such
shares in to his name.

Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if
authority so to do be contained in an appropriate order of the court by
which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee or his nominee shall be entitled to
vote the shares so transferred.

On or after the date on which written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum
sufficient to redeem such shares has been deposited with a bank or
trust company with irrevocable instruction and authority to pay the
redemption price to the holders thereof upon surrender of certificates
therefor, such shares shall not be entitled to vote on any matter and
shall riot be deemed to be outstanding shares.

SECTION 10. Proxies. Every shareholder entitled to vote at a
-------
meeting of shareholders or to express consent or dissent without a
meeting or a shareholder's duly authorized attorney-in-fact may
authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven (11) months from
the date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the shareholder executing it,
except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy
unless, before the authority is exercised, written notice of an
adjudication of such incompetence or of such death is received by the
corporation officer responsible for maintaining the list of
shareholders.

If a proxy for the same shares confers authority upon two (2) or more
persons and does not otherwise provide, a majority of them present at
the meeting, or if only one is present then that one, may exercise all
the powers conferred by the proxy; but if the proxy holders present at
the meeting are equally divided as to the right and manner of voting in
any particular case, the voting of such shares shall be pro-rated.

If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.

<PAGE> 4

SECTION 11. Voting Trusts. Any number of shareholders of this
-------------
corporation may create a voting trust for the purpose of conferring
upon a Trustee or Trustees the right to vote or otherwise represent
their shares, as provided by law. Where the counterpart of a voting
trust agreement and the copy of the record of the holders of voting
trust certificates has been deposited with the corporation as provided
by law, such documents shall be subject to the same right of
examination by a shareholder of the corporation, in person or by agent
or attorney, as are the books and records of the corporation, and such
counterpart and such copy of such record shall be subject to
examination by an holder of record of voting trust certificates either
in person or by agent or attorney, at any reasonable time for any
proper purpose.

SECTION 12. Shareholders' Agreements. Two (2) or more shareholders
------------------------
of this corporation may enter into an agreement providing for the
exercise of voting rights in the manner provided in the agreement or
relating to any phase of the affairs of the corporation as provided by
law. Nothing therein shall impair the right of this corporation to
treat the shareholders of record as entitled to vote the shares
standing in their names.

SECTION 13. Action by Shareholders Without a Meeting. Any
----------------------------------------
action required by law, these bylaws, or the articles of incorporation
of this corporation to be taken at any annual or special meeting of
shareholders of the corporation, or any action which may be taken
without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed
by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were
present and votes. If any class of shares is entitled to vote thereon
as a class, such written consent shall be required of the holders of a
simple majority of the shares of each class of shares entitled to vote
as a class thereon and of the total shares entitled to vote thereon.

Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those shareholders who have not
consented in writing. The notice shall fairly summarize the material
features of the authorized action and, if the action be a merger,
consolidation or sale or exchange of assets for which dissenters rights
are provided under this act, the notice shall contain a clear statement
of the right of the shareholders dissenting therefrom to be paid the
fair value of their shares upon compliance with further provisions of
this act regarding the rights of dissenting shareholders.

SECTION 14. Procedure. Robert's Rules of Order shall control the
---------
proceedings of the meeting of shareholders in the absence of any
provision to the contrary provided for herein.

ARTICLE II
----------

Directors

SECTION 1. Function. All corporate powers shall be exercised
--------
by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of the Board of
Directors.

SECTION 2. Qualification. Directors need not be residents of
-------------
the State of Indiana or shareholders of this corporation.

SECTION 3. Compensation. The Board of Directors shall have authority
------------
to fix the compensation of directors.

SECTION 4. Duties of Directors. A director shall perform his
-------------------
duties as a director, including his duties as a member of any committee
of the board upon which he may serve, in good faith, in a manner he
reasonable believes to

<PAGE> 5

be in the best interest of the corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.

In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented
by:

(a) one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the
matters presented,

(b) counsel, public accountants or other persons as to matters which
the directors reasonably believe to be within such person's
professional or expert competence, or

(c) a committee of the board upon which he does not serve, duly
designated in accordance with a provision of the articles of
incorporation or the bylaws, as to matters within its designated
authority, which committee the director reasonably believes to merit
confidence.

A director shall not be considered to be acting in good faith if
he had knowledge concerning the matter in question that would cause
such reliance described above to be unwarranted.

A person who performs his duties in compliance with this section
shall have no liability by reason of being or having been a director of
the corporation.

SECTION 5. Presumption of Assent. A director of the
---------------------
corporation who is present at a meeting of its Board of Directors at
which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless he votes against such action or
abstains from voting in respect thereto because of an asserted conflict
of interest.

SECTION 6. Number. This corporation shall have at least one
------
(1) but no more than eight (8) directors. The number of directors may
be increased or decreased from time to time by amendment to these
bylaws, but no decrease shall have the effect of shortening the terms
of any incumbent director.

SECTION 7. Election and Term. Each person named in the
-----------------
organizational meeting of the corporation as a member of the initial
Board of Directors shall hold office until the first annual meeting of
the shareholders, and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or
death.

At the first annual meeting of shareholders and at each annual
meeting thereafter, the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall
hold office for the term for which he is elected and until his
successor shall have been elected and qualified or until his earlier
resignation, removal from office or death.

SECTION 8. Vacancies. Any vacancy occurring in the Board of
---------
Directors, including any vacancy created by reason of an increase in
the number of directors, may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum of the
Board of Directors. A director elected to fill a vacancy shall hold
office only until the next election of directors by the shareholders.

SECTION 9. Removal of Directors. At a meeting of shareholders
--------------------
called expressly for the purpose, any director or the entire Board of
Directors may be removed, with or without cause, by a vote of the
holders of a majority of the shares then entitled to vote at an
election of directors.

<PAGE> 6

SECTION 10. Quorum and Voting. A majority of the number of
-----------------
directors fixed by these bylaws shall constitute a quorum for the
transaction of business. The majority act of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.

SECTION 11. Director Conflicts of Interest. No contract or
------------------------------
other transaction between this corporation and one or more of its
directors or any other corporation, firm association or entity inn
which one or more of the directors are directors or officers are
financially interested, shall be either void or voidable because of
such relationship or interest or because such director or directors are
present at the meeting of the Board of Directors or a committee thereof
which authorizes, approves or ratifies such contract or transaction or
because his or their votes are counted for such purpose, if:

(a) the fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes, approves
or ratifies the contract or transaction by a vote or consent sufficient
for the purpose without counting the votes or consents of such
interested directors; or

(b) the fact of such relationship or interest is disclosed or
known to the shareholders entitled to vote and they authorize, approve
or ratify such contract or transaction by vote or written consent; or

(c) the contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the Board, a committee or
the shareholders.

Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract
or transaction.

SECTION 12. Executive and Other Committees. The Board of Directors,
------------------------------
by resolution adopted by a majority of the full Board of Directors, may
designate from among its members an executive committee and one or more
other committees each of which, to the extent provided in such
resolution, shall have and may exercise all the authority of the Board
of Directors, except that no committee shall have the authority to:

(a) approve or recommend to shareholders action or proposals
required by law to be approved by shareholders;

(b) designate candidates for the office of director, for
purposes of proxy solicitation or otherwise;

(d) amend the bylaws;

(e) authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the Board of
Directors; or

(f) authorize or approve the issuance or sale of, or any
contract to issue or sell, shares or designate the terms of a series of
a class of shares, except that the Board of Directors, having acted
regarding general authorization for the issuance of sales of shares, or
any contract therefor, and, in the case of a series, the designation
thereof, may, pursuant to a general formula or method specified by the
Board of Directors, by resolution or by adoption of a stock option or
other plan, authorize a committee to fix the terms upon which such
shares may be issued or sold, including, without limitation, the price,
the rate or manner of payment of dividends, provisions for redemption,
sinking funds,

<PAGE> 7

other features of a class of shares, or a series of a class of shares,
with full power in such committee to adopt any final resolution setting
forth all the terms of a series for filing with the Department of State.

The Board of Directors, by resolution adopted in accordance with
this section, may designate one or more directors as alternate members
of any such committee, who may act in the place and stead of any absent
member or members at any meeting of such committee.

SECTION 13. Place of Meetings. Regular and special meetings by the
-----------------
Board of Directors may be held within or without the State of Indiana.

SECTION 14. Time, Notice and Call of Meetings. Regular meetings of
---------------------------------
the Board of Directors shall be held with notice, quarter-annually, at
the call of the President. Written notice of the time and place of
special meetings of the Board of Directors shall be given to each
director by either personal deliver, telegram or cablegram at least two
(2) days before the meeting or by notice mailed to the director at
least five (5) days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the
meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting and waiver of any and all obligations
to the place of the meeting, the time of the meeting, or the manner in
which it has been called or convened, except when a director states, at
the beginning of the meeting, any objection to the transaction of
business because the meeting is not lawfully called or convened.

The business to be transacted at, and the purpose of, and special
meeting of the Board of Directors shall be specified in the notice of
such meeting.

A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the Board of Directors to another
time and place. Notice of any such adjourned meeting shall be given to
the directors who were not present at the time of the adjournment and,
unless the time and place of the adjourned meeting are announced at the
time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the chairman
of the Board, by the President of the corporation, or by any two (2)
directors.

Members of the Board of Directors may participate in a meeting of
such board by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting
can hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.

SECTION 15. Action Without a Meeting. Any action required to
------------------------
be taken at a meeting of the directors of the corporation, or any
action which may be taken at a meeting of the directors or a committee
thereof, may be taken without a meeting if a consent in writing,
setting forth the action so to be taken, signed by all of the
directors, or all the members of the committee, as the case may be, if
filed in the minutes of the proceeding of the board or of the
committee. Such consent shall have the same effect as a unanimous
vote.

SECTION 16. Conduct of Meetings Via Telephone or Similar
--------------------------------------------
Communications Equipment. Members of the Board of Directors, or any
- ------------------------
committee designated by the Board, may participate in a meeting of such
Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear and speak to each other at the same time, and
participation in a meeting by such means shall constitute presence in
person at the meeting.

SECTION 17. Procedure. Roberts' Rules of Order shall
---------
control the proceedings of the Board of Directors in the absence any
provision to the contrary provided for herein.

<PAGE> 8

ARTICLE III
-----------

Officers

SECTION 1. Officers. The officers of this corporation shall
--------
consist of a President, Executive Vice-President, Secretary and
Treasurer, each of whom shall be elected by the Board of Directors at
the first meeting of directors immediately following the annual meeting
of shareholders of this corporation, and shall serve until their
successors are chosen and qualify. Such other officers and assistant
officers and agents as may be deemed necessary may be elected or
appointed by the Board of directors -from time to time. any two (2) or
more may be held by the same person. The failure to elect a President,
Executive Vice-President, Secretary of Treasurer shall not affect the
existence this corporation.

SECTION 2. Duties of Officers. The duties and powers of the
------------------
officers of the corporation shall be as follows and as shall hereafter
be set by resolution of the Board of directors:

President:

A. The President shall preside at all meetings of the Board of
Directors. He shall also preside at all meetings of the shareholders.

B. He shall present at each annual meeting of the shareholders
and directors a report of the condition of the business of the
corporation.

C. He shall cause to be called regular and special meeting of the
shareholders and directors in accordance with the requirements of the
statute and these Bylaws.

D. He shall appoint, discharge, and fix the compensation of all
employees and agents of the corporation other than the duly elected
officers, subject to the approval of the Board of Directors.

E. He shall sign and execute all contracts in the name of the
corporation, and all notes, drafts or other orders for the payment of
money, subject to the approval of the Board of Directors.

F. He shall sign all certificates representing shares.

G. He shall cause all books, reports, statments, and
certificates to be properly kept and filed as required by law.

H. He shall enforce these bylaws and perform all the duties incident
to his office and which are required by law, and, generally, he shall
supervise and control the business and affairs of the corporation.

Vice President:

During the absence or incapacity of the President, the Vice
President shall perform the duties of the President, and when so
acting, he shall have all the powers and be subject to all the
responsibilities of the office of the President and shall perform such
duties and functions as the Board may prescribe.

Secretary:

<PAGE> 9

A. The Secretary shall keep the minutes of the meetings of the Board
of Directors and of the shareholders in appropriate books.

B. He shall attend to the giving of notice of special meetings of
the Board of Directors and of all the meetings of the shareholders of
the corporation.

C. He shall be custodian of the records and seal of the corporation
and shall affix the seal to the certificates representing shares and
other corporation papers when required.

D. He shall keep at the principal office of the corporation a book
or record containing the name, alphabetically arranged, of all persons
who are shareholders of the corporation, showing their places of
residence, the number and class of shares held by them, respectively,
and the dates when they respectively became the owners of record
thereof. He shall keep such book or record and the minutes of the
proceedings of its shareholders open daily during the usual business
hours, for inspection, within the limits prescribed by law, by any
person duly authorized to inspect such records. At the request of the
person entitled to an inspection thereof, he shall prepare and make
available a current list of the officers and directors of the
corporation and their resident addresses.

E. He shall sign all certificates representing shares and affix the
corporate seal thereto.

F. He shall attend to all correspondence and present to the Board of
Directors at its meetings all official communications received by him.

G. He shall perform all the duties incident to the office of
Secretary of the corporation.

Treasurer:

A. The Treasurer shall have the care and custody of and be
responsible for all the funds and securities of the corporation, and
shall deposit such funds and securities in the name of the corporation
in such banks or safe deposit companies as the Board of Directors may
designate.

B. He shall make, sign, and endorse in the name of the corporation
all checks, drafts, notes, and other orders for the payment of money,
and pay out and dispose of such under the direction of the President or
the Board of Directors.

C. He shall keep at the principal office of the corporation accurate
books of account of all its business and transactions and shall at all
reasonable hours exhibit books and accounts to any director upon
application at the office of the corporation during business hours.

D. He shall render a report of the condition of the finance of the
corporation at each regular meeting of the Board of Directors and at
such other times as shall be required by him, and he shall make a full
financial report at the annual meeting of the shareholders.

E. He shall further perform all duties incident to the office of
Treasurer of the corporation.

F. If required by the Board of Directors, he shall give such bond as
it shall determine appropriate for the faithful performance of his
duties.

Other Officers:

<PAGE> 10

Other officers shall perform such duties and have such powers as may be
assigned to them by the Board of Directors.

SECTION 3. Removal of Officers. Any officer or agent elected
-------------------
or appointed by the Board of Directors may be removed by the Board
whenever in its judgment the best interests of the corporation will be
served thereby.

Any officer or agent elected by the shareholders may be removed
only by vote of the shareholders, unless the shareholders shall have
authorized the directors to remove such officer or agent.

Any vacancy, however occurring, in any office may be filled by
the Board of Directors, unless the bylaws shall have expressly reserved
such power to the shareholders.

<PAGE> 11

Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of
any officer or agent shall not itself create contract
rights.

ARTICLE IV
----------

Stock Certificates

SECTION 1. Issuance. Every holder of shares in the corporation
--------
shall be entitled to have a certificate, representing all shares to
which he is entitled. No certificate shall be issued for any share
until such share is fully paid.

SECTION 2. Form. Certificates representing shares of this
----
corporation shall be signed by the President or Executive
Vice-President and the Secretary or an Assistant Secretary and may be
sealed with the seal of this corporation or a facsimile thereof. The
signature of the president or Executive Vice-President and the
Secretary or Assistant Secretary may be facsimiles if the certificate
is manually signed on behalf of a transfer agent or a registrar, other
than the corporation itself or an employee of the corporation. In case
any officer who signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of its issuance.

Every certificate representing shares issued by this corporation
shall set forth or fairly summarize upon the face or back of the
certificate, or shall state that the corporation will furnish to any
shareholder upon request and without charge a full statement of, the
designations, preferences, limitations and relative rights of the
shares of each class or series authorized to be issued, and the
variations in the relative rights and preferences between the shares of
each series so far as the same have been fixed and determined, and the
authority of the Board of Directors to fix and determine the relative
rights and preferences of subsequent series.

Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that
such shares are restricted as to transfer and shall set forth or fairly
summarize upon the certificate, or shall state that the corporation
will furnish to any shareholder upon request and without charge a full
statement of, such restrictions.

Each certificate representing shares shall state upon the
face thereof: the name of the corporation, that the corporation is
organized under the law of the State of Delaware; the name of the
person or persons to whom issued; the number and class of shares, and
the designation of the series, if any, which such certificate
represents; and the par value of each share represented by such
certificate, or a statement that the shares are without par value.

SECTION 3. Transfer Stock. The corporation shall
--------------
register a stock certificate presented to it for transfer if the
certificate is properly endorsed by the holder of record or by his duly
authorized attorney, and the signature of such person has been
guaranteed by a commercial bank or trust company or by a member of the
New York or American Stock Exchange.

SECTION 4. Lost, Stolen or Destroyed Certificates. The
--------------------------------------
corporation shall issue a new stock certificate in the place of any
certificate previously issued if the holder of the record of the
certificate (a) makes proof in affidavit form that it has been lost,
destroyed or wrongfully taken; (b) requests the issue of a new
certificate before corporation has notice that the certificates has
been acquired by a purchaser for value in good faith and without notice
of any adverse claim; (c) gives bond in such form as the corporation
may direct, to indemnify the corporation, the transfer agent, and
registrar against any claim that may be made on account of the alleged
loss, destruction or theft of a certificate; and (d) satisfies any
other reasonable requirements imposed by the corporation.

<PAGE> 12

SECTION 5. Fractional Shares. This corporation shall
-----------------
not issue fractional shares should the division of interests in the
corporation require such action.

ARTICLE V
---------

Books and Records

SECTION 1. Books and Records. This corporation shall
-----------------
keep correct and complete books and records of account and shall keep
minutes of the proceedings of its shareholders, Board of Directors and
committees of directors.

This corporation shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses
of all shareholders, and the number, class and series, if any, of the
shares held by each.

Any books, records and minutes may be in written form or in
any other form capable of being converted into written form within a
reasonable time.

SECTION 2. Shareholders' Inspection Rights. Any person
-------------------------------
who shall have a holder of record of shares or of voting trust
certificates therefor at least six (6) months immediately preceding his
demand or shall be the holder of record of, or the holder of record of
voting trust certificates for, at least five (5%) percent of the
outstanding shares of any class or series of the corporation, upon
written demand stating the purpose thereof, shall have the right to
examine, in person or by agent or attorney, at any reasonable time or
times, for any proper purpose its relevant books and records of
accounts, minutes and records of shareholders and to make extracts
therefrom.

SECTION 3. Financial Information. Not later than four
---------------------
(4) months after the close of each fiscal year, this corporation shall
prepare a balance sheet showing in reasonable detail the financial
condition of the corporation as of the close of its fiscal year, and a
profit and loss statement showing the results of the operation of the
corporation during its fiscal year.

Upon the written request of any shareholder or holder of
voting trust certificates for shares of the corporation, the
corporation shall mail to such shareholder or holder of voting trust
certificates a copy of the most recent such balance sheet and profit
and loss statement.

The balance sheets and profit and loss statements shall be
filed in the principal business office of the corporation in the State
of Indiana, shall be kept for at least five (5) years, and shall be
subject to inspection during business hours by any shareholder or
holder of voting trust certificates, in person or by agent.

ARTICLE VI
----------

Dividends

The Board of Directors of this corporation may, from time
to time, declare and the corporation may pay dividends on its shares in
cash, property or its own shares, except when the corporation is
insolvent or when the declaration or payment thereof would be contrary
to any restrictions contained in the Articles of Incorporation, subject
to the following provisions:

(a) Dividends in cash or property may be declared and
paid, except as otherwise provided in this section, only out of the
unreserved and unrestricted earned surplus of the corporation or out of
capital surplus, howsoever arising but each dividend paid out to
capital surplus shall be identified as a distribution of capital
surplus, and the amount per

<PAGE> 13

share paid from such surplus, shall be disclosed to the shareholders
receiving the same concurrently with the distribution.

(b) Dividends may be declared and paid in the corporation's own
treasury shares.

(c) Dividends may be declared and paid in the corporation's own
authorized but unissued shares out of any unreserved and unrestricted surplus
of the corporation upon the following conditions.

1. If a dividend is payable in shares having a par
value, such shares shall be issued at not less than the par value
thereof and there shall be transferred to stated capital at the time
such dividend is paid an amount of surplus equal to the aggregate par
value of the shares to be issued as a dividend.

2. If a dividend is payable in shares without par
value, such shares shall be issued at such stated value as shall be
fixed by the Board of Directors by resolution adopted at the time such
dividend is declared, and there shall be transferred to stated capital
at the time such dividend is paid an amount of surplus equal to the
aggregate stated value so fixed in respect of such shares; and the
amount per share so transferred to stated capital shall be disclosed to
the shareholders receiving such dividends concurrent with the payment
thereof.

(d) No dividend payable in shares of any class shall be
paid to the holders of shares of any other class unless the articles of
incorporation so provide or such payment is authorized by the
affirmative vote or the written consent of the holders of at least a
majority of the outstanding shares of the class in which the payment is
to be made.

(e) A split-up or division of the issued shares of any
class into a greater number of shares of the same class without
increasing the stated capital of the corporation shall not be construed
to be a share dividend within the meaning of this section.

ARTICLE VII
-----------

Corporate Seal

The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the
following:

UNIFIED HOLDINGS, INC.
1989
DELAWARE

ARTICLE VIII
------------

Amendments

SECTION 1. Manner of Amending. These Bylaws may be altered,
------------------
amended, repealed, or added to by the affirmative vote of the holders
of a simple majority of the shares provided that a written notice shall
have been sent to each shareholder or record entitled to vote at such
meeting at his last known post office address at least ten (10) days
before the date of such annual or special meeting, which notice shall
state the alterations, amendments, additions, or changes which are
proposed to be made in such Bylaws. Only such changes shall be made as
have been specified in the notice. The Bylaws may also be altered,
amended, repealed, or new Bylaws adopted by the unanimous vote of the

<PAGE> 14

entire Board of Directors at a regular or special meeting of the Board.
However, any Bylaws adopted by the Board may be altered, amended, or
repealed by the shareholder.

<PAGE> 1
EXHIBIT 10.1

MANAGEMENT AND EMPLOYEE RETENTION PLAN
AND TRUST AGREEMENT
FOR THE BENEFIT OF UNIFIED HOLDINGS, INC.

ARTICLE I

ESTABLISHMENT OF THE PLAN AND TRUST

1.01 Unified Holdings, Inc. (the "Corporation") hereby establishes a
Management and Employee Retention Plan (the "Plan") and Trust (the "Trust"),
effective as of February 7, 1995, (the "Effective Date") upon the terms and
conditions hereinafter stated in this Management and Employee Retention Plan
and Trust Agreement (the "Agreement").

1.02 The Trustee hereby accepts this Trust and agrees to hold the
Trust assets existing on the date of this Agreement and all additions and
accretions thereto upon the terms and conditions hereinafter stated.

ARTICLE II

PURPOSE OF THE PLAN

2.01 The purpose of the Plan is to: (a) retain officers and
employees of the Corporation, and/or its subsidiaries, with experience and
ability in key positions by providing such key employees of the Corporation,
and/or its subsidiaries, with a proprietary interest in the Corporation as
compensation for their contributions to the Corporation, and/or its
subsidiaries, and as an incentive to continue to make such contributions in
the future through the issuance of Plan Share Awards, or Grants; (b)
----------------- ------
promote the interests of the Corporation and its shareholders by affording an
incentive to certain key employees to remain in the employ of the Corporation
and/or its subsidiaries and in attracting, maintaining and developing capable
personnel of a caliber required to ensure the continued success of the
Corporation and its subsidiaries by means of an offer to such persons of an
opportunity to acquire or increase their proprietary interest in the
Corporation through the granting of options to purchase the Corporation's
stock pursuant to the terms of this Plan by means of Stock Option Agreements
as the stock incentive portion of the Plan; and (c) to compensate Directors
for their contributions to the Corporation, and/or its subsidiaries, and to
provide an incentive for their continued contributions as Directors in the
future by means of the Plan Share Awards and Stock Option Agreements (See
Section 9.10 below).

ARTICLE III

DEFINITIONS

The following words and phrases when used in this Agreement with
an initial capital letter, unless the context clearly indicates otherwise,
shall have the meanings set forth below. Wherever appropriate, the masculine
pronouns shall include the feminine pronouns and the singular shall include
the plural.

3.01 "Award" means a Plan Share Award or Stock Option Agreement
granted under the Plan.

3.02 "Beneficiary" means the person or persons designated by a
Recipient to receive any benefits payable under the Plan in the event of such
Recipient's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time
to time by similar written notice to the Committee. In the absence of a
written designation, the Beneficiary shall be the Recipient's surviving
spouse, if any, or, if none, his estate.

3.03 "Board" means the Board of Directors of Unified Holdings, Inc.,
and "Director" shall mean any sitting member of the Board.

3.04 "Common Stock" means shares of the common stock of Unified
Holdings, Inc..

<PAGE> 2

3.05 "Corporation" means Unified Holdings, Inc..

3.06 "Disability" means any physical or mental impairment which
qualifies an Employee for disability benefits under the applicable long-term
disability plan maintained by the Corporation, or, if no such plan applies,
which would qualify such Employee for disability benefits under the Federal
Social Security System.

3.07 "Employee" means any person, who is employed by the Corporation,
and/or its subsidiaries, including officers.

3.08 "Plan Shares" or "Shares" means shares of Common Stock held in
the Trust which may be distributed to a Recipient pursuant to the Plan by
means of Plan Share Awards or granted in the form of a stock option to acquire
Plan Shares by means of a Stock Option Agreement.

3.09 "Plan Share Award" means a right granted under this Plan to
receive a distribution of Plan Shares upon completion of the service
requirements described herein.

3.10 "Privately Held" means that the Common Stock of the Corporation
has not been registered in such a manner so as to be placed into a
publicly-traded marketplace on an accredited exchange.

3.11 "Recipient" or "Participant" means an Employee (or a Director)
who receives a Plan Share Award or a Stock Option Agreement under the Plan.

3.12 "Registration" means the time that the Plan Shares shall be
registered under the Securities Act of 1933, as amended, or the 1934 Act
and/or any pertinent state securities laws relative to such registration.

3.13 "Stock Option Agreement" or "Option" means a grant of an option
to acquire Plan Shares reserved under the Plan under the terms and conditions
set forth in the Plan and in the Stock Option Agreement, attached hereto as
Exhibit "B" ("Options") pursuant to the Plan, more fully described herein.

3.14 "Trustee" means that person or entity appointed by the Board to
hold legal title to the Plan assets for the purposes set forth herein.

ARTICLE IV

ADMINISTRATION OF THE PLAN

4.01 Role of the Committee. The Plan shall be administered and
---------------------
interpreted by a committee (the "Committee"), appointed by the Board, and
whose membership shall be determined and reviewed from time to time by the
Board. The Committee shall consist of three members of the Board, and at
least one of the three members of the Committee shall not be an officer or
employee of the Corporation, and/or its subsidiaries. Committee members may,
however, own Common and/or Preferred Stock of the Corporation. The Committee
shall have all of the powers granted to it in this and other Sections of the
Plan. The Committee shall have any and all power and authority (including
discretion with respect to that power and authority) which shall be necessary,
properly advisable, desirable or convenient to enable it to carry out its
duties under the Plan. Subject to the express provisions and limitations of
the Plan, the Committee shall have full power and authority to construe,
interpret and administer the Plan and may from time to time adopt such rules,
procedures, rules, guidelines and regulations for carrying out the Plan as it
may deem proper, appropriate, and in the best interests of the Corporation and
in keeping with the objectives of the Plan for the conduct of its affairs.
This power includes, but is not limited to, establishing all Award terms and
conditions and adopting modifications, amendments, forms and procedures,
including subplans and the like, as may be necessary to comply with provisions
of any applicable regulatory rulings. The Committee may delegate part or all
of its administrative authority granted hereunder to one or more of

2
<PAGE> 3

its members, as the members by unanimous consent deem appropriate. Subject to
the terms, provisions and conditions of the Plan, the Committee shall have
exclusive jurisdiction: (i) to select the employees to whom awards (Plan
Share Awards and/or Stock Option Agreements) (the "Awards") shall be granted;
(ii) to determine the number of shares of Commons Stock subject to each Award;
(iii) to determine the time or times when Awards will be granted; (iv) to
fix such other provisions of the Plan Share Awards Agreement and the Stock
Option Agreement as it may deem necessary or desirable consistent with the
terms of the Plan; and (v) to determine all other questions relating to the
administration of the Plan. The interpretation and construction by the
Committee of any provisions of the Plan (including the administering of the
Plan) and/or any Plan Share Award or Stock Option Agreement granted hereunder
shall be final, conclusive, and binding upon all persons, and the officers of
the Corporation shall place into effect and shall cause the Corporation to
perform its obligations under the Plan in accordance with the determinations
of the Committee in administering the Plan.
Any member of the Committee shall resign his or her membership
immediately upon receiving notice that a majority of the members of the Board
have voted in favor of such resignation. The Committee shall act by vote or
written consent of a majority of its members.
The Committee shall determine the type of award to be granted to
each participant, either in the from of a Plan Share Award or a Stock Option
Agreement, and such awards may be granted singly, in combination or in tandem.
Awards may be made in combination or in tandem with, in replacement of or
substitution for, as alternatives to, or as the payment form for grants or
rights under any other employee or compensation plan of the Corporation,
including the plan of any acquired entity. The types of Awards that may be
granted under this Plan are:
(a) Plan Share Awards. A right granted under this Plan to
-----------------
receive a distribution of Plan Shares upon completion of the service
requirements described herein.
(b) Stock Option Agreements. A grant of a right to purchase a
-----------------------
specified number of Shares during a specified period as determined by the
Committee.
The purchase price per Share for each Stock Option Agreement shall
be not less than 100% of the fair market value, as determined by the Committee
and more fully described herein, on the date of the grant, except that, in the
case of a stock option granted retroactively in tandem with or as a substitution
for another Award (Plan Share Awards), the exercise or designated price may be
no lower than the fair market value of a share on the date such other Award was
granted. The Stock Option portion of this Plan, (and, therefore, the Stock
Option Agreement) is in the form of an Incentive Stock Option which, in
addition to being subject to applicable terms, conditions and limitations
established by the Committee, complies with Section 422 of the Code. The
price at which the Shares of Common Stock may be purchased under a Stock
Option Agreement shall be paid in full at the time of the exercise in cash or
such other method permitted by the Committee. Notwithstanding the foregoing,
Options under this Plan shall not be exercisable for a period of at least six
months following the date of the grant.
Award Agreements (Plan Share Awards and Stock Option Agreements)
(see Exhibits A and B attached hereto) shall be evidenced by agreements that
set forth the terms, conditions and limitations for each Award which may
include the term of an Award (except that in no event shall the term of a
Stock Option Agreement exceed a period of ten years from the date of its
grant), the provisions applicable in the event the participant's employment
(or directorship) terminates, and the Committee's authority to unilaterally or
bilaterally amend, modify, suspend, cancel or rescind any Award. The
Committee may, but need not, require the execution of any such agreement, in
which case acceptance of the Award by the respective participant shall
constitute agreement to the terms of the Award.
Payments of Awards may be in the form of cash, Shares, other
Awards or combinations thereof as the Committee shall determine, and with such
restrictions as it may impose. The Committee also may require or permit
participants to elect to defer the issuance of Shares or the settlement of
Awards in cash under such rules and procedures as it may establish under the
Plan. It also may provide that deferred settlements include the payment or
crediting of interest on the deferred amounts, or the payment or crediting of
dividend equivalents where the deferral amounts are denominated in Shares.

4.02 Limitation on Liability. No member of the Board or the
-----------------------
Committee shall be liable for any determination made in good faith with
respect to the Plan or any Plan Shares or Plan Share Awards or Stock Option
Agreements granted under it. If a member of the Board or the Committee is a
party to or is

3
<PAGE> 4

threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of anything done or not done by him in such capacity under or with
respect to the Plan, the Corporation shall indemnify such member against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the Corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

ARTICLE V

CONTRIBUTIONS

5.01 Amount and Timing of Contributions. Subject to the
----------------------------------
limitations set forth in Section 5.02 and the second sentence of Section 5.03
hereof, the Board shall determine the amount (or the method of computing the
amount) and timing of any contributions by the Corporation to the Trust
established under this Plan. Such amounts may be paid in cash or in shares of
Common Stock and shall be paid to the Trust at the designated time of
contribution. No contributions by Employees shall be permitted.

5.02 Initial Funding and Investment of Trust Assets. The Trust
----------------------------------------------
shall be initially funded with Common Stock of the Corporation or with cash.
In the event that the initial funding is in the form of Common
Stock of the Corporation, the Committee shall determine which Employees will
be granted Plan Share Awards and the number of Shares covered by each Plan
Share Award and shall additionally determine which employees will be granted
Stock Option Agreements and the number of shares covered by each Stock Option
Agreement. The Trust shall then hold Shares no less than an amount equal to
the number of Shares covered by the Plan Share Awards and Stock Option
Agreements and no more than 80% of the authorized Shares of the Common Stock,
subject to Section 9.01 herein, that representing, as of the date first
written, 240,000 of the Company's 300,000 authorized Shares.
In the event that the initial funding is in cash, such cash shall
be invested by the Trustee in such interest-bearing accounts as the Trustee
shall determine to be appropriate; providing however, that as soon as
practicable, the Trustee shall invest all of the cash assets of the Trust
exclusively in Common Stock of the Corporation.
The Trustee may invest additional Trust assets (as may be
contributed by the Corporation) in Common Stock provided that the Trustee
shall not purchase, in the aggregate, an amount of Common Stock which would
exceed 80% of the amount of authorized Common Stock of the Corporation, that
being 240,000, as of the date first written, pursuant to Section 9.01 herein;
and, provided further that the Trustee shall only make such additional
investments of Trust assets after the Committee has determined: (a) which of
the Employees will be granted Plan Share Awards and/or Stock Option
Agreements, and (b) the number of Shares covered by each Plan Share Award
and/or Stock Option Agreement.
Any Shares issued under the Plan may consist in whole or in part
of authorized and unissued Shares or of treasury Shares, and no fractional
Shares shall, under normal circumstances, be issued under the Plan. Cash may
be paid in lieu of any fractional Shares in settlement of Awards under this
Plan.
Any cash earnings received with respect to Common Stock held in
the Trust shall be held in an interest-bearing account on behalf of each
recipient.

5.03 Creation of Plan Share Reserves. Immediately upon the
-------------------------------
formation of the Trust, the Corporation shall initially fund the Trust with
Two Hundred Forty Thousand (240,000) Shares of Common Stock, thereby
establishing a Plan Share Reserve of Two Hundred Forty Thousand (240,000)
Shares. Such Reserve shall be maintained until the Committee has granted Plan
Share Awards and/or Stock Option Agreements equal to the amount of the
Reserve.
Subject to the provisions of Section 9.01 herein, the shares to
be delivered upon the earning of of Plan Share Awards or the exercise of Stock
Option Agreements granted under the Plan shall be made available, at the
discretion of the Board, from the authorized unissued shares of the
Corporation's no par value common stock. Unless the context indicates
otherwise, as used herein, Common Stock shall refer to

4
<PAGE> 5

shares of the no par value common stock of the Corporation, or the common stock
of securities of a Successor of the Corporation that have been substituted
therefor under Section 9.01 of the Plan.
Subject to adjustments and substitutions made pursuant to the
provisions of Section 9.01 herein, the aggregate number of shares that may be
issued upon exercise of all options from Stock Option Agreements that may be
granted under the Plan and/or the Plan Share Awards that may be granted under
the Plan shall not exceed 80% of the Corporation's authorized shares of common
stock, that being 240,000 shares, as of the date first written, subject to
Section 9.01 herein.
If any Stock Option Agreement or Plan Share Award granted under
the Plan expires or terminates for any reason whatsoever without having been
earned or exercised in full in accordance with the terms of the Plan, the
shares of Common Stock subject to, but not delivered under, such Stock Option
Agreement or Plan Share Award shall become available for any lawful corporate
purpose, including for issuance pursuant to other Plan Share Awards and/or
Stock Option Agreements granted to the same employee or other employees
without decreasing the aggregate number of shares of Common Stock that may be
granted under the Plan.
For the purposes of this Section 5, the following shall apply:
(i) "Forfeited" shares means any Shares issued pursuant to Awards made under
this Plan which are forfeited to the Corporation pursuant to Award terms and
conditions; and (ii) "Tendered" shares means any Shares which have been
exchanged, either actually or by attestation, by a person as full or partial
payment made to the Corporation on or after the effective date of a Plan in
connection with any Award under the Plan.
More than one Stock Option Agreement and/or Plan Share Award may
be granted to an employee or director pursuant to this Plan.

ARTICLE VI

ELIGIBILITY; ALLOCATIONS

6.01 Eligibility. Plan Share Awards and Stock Option Agreements
-----------
may be made to such Employees as is determined by the Committee. The
Committee may, but is not required to, request written recommendations from
the Chief Executive Officer. The Chief Executive Officer, at his discretion,
may implement certain procedures for presenting recommendations to him to be
further introduced before the Committee. Additionally, pursuant to Section
9.10 herein, Directors may be participants in the Plan and Recipients of
Awards under the terms and conditions more fully described in Section 9.10
herein..

6.02 Allocations. Effective as of the initial funding of the
-----------
Trust, the Committee shall grant Plan Share Awards and/or Stock Option
Agreements to those Employees (and Directors) listed in Exhibits A and B
respectively hereto, in the amounts designated for those Employees (and
Directors). The number of Shares covered by such Plan Share Awards and Stock
Option Agreements shall, to the extent practicable, equal the number of Shares
held by the Trust immediately prior to the grant of such Plan Share Awards
and/or Stock Option Agreements, provided, however, that in no event shall any
Plan Share Awards or Stock Option Agreements be made which will violate the
Articles of Incorporation, Charter, or By-Laws of the Corporation or any
applicable Federal or state law or regulation. In the event Shares are
forfeited for any reason, the Committee shall, as soon as practicable,
determine which of the Employees will be granted additional Plan Share Awards
and/or Stock Option Agreements based upon such forfeited prior Plan Share
Awards and/or unexercised and forfeited Stock Option Agreements. In selecting
those Employees to whom Plan Share Awards and/or Stock Option Agreements will
be granted and the number of Shares covered by such Awards and/or Options, the
Committee shall consider the position and responsibilities of the eligible
Employees, their years of service, their contributions as supervisors,
officers, key committee-members, their contribution to the Company's
profitability, the value of their services to the Corporation, and any other
factors the Committee may deem relevant. The Committee may, but shall not be
required to, request the written recommendation of the Chief Executive Officer
of the Corporation.

6.03 Form of Allocation. As promptly as practicable after a
------------------
determination is made pursuant to Section 6.02 that an Award (Plan Share Award
or Stock Option Agreement) is to be granted, the Committee shall notify the
Recipient in writing of the grant of the Award, the number of Plan Shares

5
<PAGE> 6

covered by the Award, and the terms upon which the Plan Shares subject to the
Award shall be distributed to the Employee. Such terms shall be reflected in
a written agreement with the Employee. The date on which the Committee so
notifies the Recipient shall be considered the date of grant of the Plan Share
Award and/or Stock Option Agreement. The Committee shall maintain records as
to all grants of Plan Share Awards and Stock Option Agreements under the Plan.

6.04 Stock Option Agreement. Each Stock Option Agreement
----------------------
granted under this Plan shall be evidenced by such Stock Option Agreement
being signed by a member of the Committee on behalf of the Corporation.
A Stock Option Agreement shall constitute a binding contract
between the Corporation and the optionee, and every optionee, upon acceptance
of such Stock Option Agreement, shall be bound by the terms and restrictions
of this Plan and of the Stock Option Agreement.
The terms of the Stock Option Agreement shall be in accordance
with this Plan, but may include additional provisions and restrictions,
provided that the same are not, as determined by the Committee, inconsistent
with the Plan.

6.05 Option Price. The price at which a Share of Common Stock
------------
may be purchased under a Stock Option Agreement pursuant to this Plan shall be
set by the grant but shall in no instance be less than fair market value on
the date of the grant. The fair market value, until such time as the Shares
are registered shall be determined by the Committee, in good faith, after such
fair market value has been determined by the Chief Financial Officer of the
Corporation. Unless circumstances arise that justify a different fair market
value than that determined by the Chief Financial Officer, the Committee shall
use such fair market value as determined by him. The Committee, however,
reserves the right at its sole discretion, to determine a different fair
market value than that of the Chief Financial Officer.
If the Common Stock is traded on the over-the-counter market, the
fair market value shall be the average of the closing bid and asked quotations
or the closing high bid quotation, whichever is available, for the Common
Stock in the over-the-counter market, as reported by the National Association
of Securities Dealers Automated Quotation System, but not exceeding the
average of the final closing price of the Common Stock on the twenty business
days immediately preceding the grant of the Stock Option Agreement.
If the Common Stock is listed on a national securities exchange,
the fair market value shall be the average of the closing prices of the Common
Stock on the Composite Tape for the ten (10) consecutive trading days
immediately preceding such given date.
The option price shall be subject to adjustments in accordance
with the provisions of Section 9.01 herein.

6.06 Exercise of Options. Any Stock Option Agreement granted
-------------------
under the Plan shall not be exercisable until the optionee has had cumulative
employment (or directorship) of at least five (5) years and continuous
employment (or directorship) with the Corporation for a period of at least two
(2) years after the date such Stock Option Agreement is granted and any and
all options must be exercised, if at all, within ten (10) years after the date
such Stock Option Agreement is granted.
Notwithstanding the foregoing, should an optionee's employment
with the Corporation, or tenure as a director, terminate due to the death of
the optionee, all options shall immediately become fully vested provided the
optionee has had continuous service with the Corporation for two (2) years,
and the optionee's successor in interest shall have sixty (60) days after the
optionee's date of death to exercise such option (provided, however, that such
option must be exercised within ten (10) years after the date such option is
granted) in accordance with the terms hereof. Any such exercisable option is
hereinafter referred to as a "Vested Option".
Subject to the terms and conditions of any applicable Stock Option
Agreement, any option granted under the Plan may be exercised in whole or in
part in installments at such time or times as the Committee may prescribe in
the applicable Stock Option Agreement.
Except as otherwise provided herein, no option granted under this
Plan may be exercised unless the optionee is at the time of such exercise an
employee (or director) of the Corporation or its subsidiaries.

6
<PAGE> 7

6.07 Issuance of Shares. No Shares of Common Stock shall be issued
------------------
pursuant to the exercise of an option until:
(a) The requirements of such laws and regulations as may
be deemed by the Committee to be applicable are satisfied including
appropriate disclosure obligations;

(b) Any documents counsel for the Corporation deems
necessary are delivered by the optionee, including a letter evidencing the
optionee's investment intent in acquiring such shares;

(d) Provision has been made for the payment of any and all
federal, state, and local taxes that may be required to be paid as a result of
the exercise of such option or the issuance of such shares.
No optionee, or legal representative, legatee, or distributee of
an optionee, shall be deemed to be the holder of any shares of Common Stock
subject to any option unless and until the certificate or certificates for
them have been issued. Nothing contained in this Plan or any Stock Option
Agreement shall obligate the Corporation to cause the Corporation's Common
Stock to be listed with any securities exchange or other regulatory agency.
Any shares issued under this Plan will be restricted stock and shall be
appropriately legended to restrict sale or transfer until the Corporation
shall have received a satisfactory opinion of legal counsel that such sale or
transfer is in accordance with all applicable securities laws. If the
Corporation's Common Stock becomes publicly traded on a national securities
exchange, then any shares issued under this Plan shall include any additional
restrictions imposed on the Corporation's Common Stock by such exchange.
If an optionee's employment (or directorship) by the Corporation
is terminated for any reason whatsoever, including death, such optionee or the
optionee's successor in interests shall have sixty (60) days after the date of
termination to exercise any Vested Option held by such optionee at the time of
his termination, provided that such option is exercised within ten (10) years
from after the date such option is granted. All other options held on the
date of termination shall expire automatically as of the date of termination.
The Committee shall be entitled to make such rules, regulations
and determinations as it deems appropriate under the Plan in respect of any
leave of absence taken by or disability of any optionee. Without limiting the
generality of the foregoing, the Committee shall be entitled to determine:
(i) whether or not any such leave of absence or disability shall constitute a
termination of employment within the meaning of the Plan, and (ii) the impact,
if any, of any such leave of absence or disability on Awards under this Plan
theretofore made to any optionee who takes such leave of absence or becomes
disabled.

6.08 Dividends and Dividend Equivalents.
----------------------------------
The Committee may provide than any Awards under the Plan earn
dividends or dividend equivalents. Such dividends or dividend equivalents may
be paid currently or may be credited to a participant's account. Any
crediting of dividends or dividend equivalents may be subject to such
restrictions and conditions as the Committee may establish, including
reinvestment in additional Shares or share equivalents.

(a) Plan Share Award Dividends. Dividends received with respect
--------------------------
to Plan Shares held by the Trustee shall be paid to the Employees (or Directors,
if applicable) for whose benefit such Plan Shares are held, as soon as
practicable after the Trustee receives such dividends. Dividends received
with respect to Plan Shares which have not been the subject of a Plan Share
Award at the time a dividend is received shall, as the Committee in it sole
discretion shall determine, be either (i) retained by the Trustee and paid to
an Employee (or Director, if applicable) at such time as he receives an Award
of such Plan Shares or (ii) reinvested by the Trustee in additional shares of
Common Stock which shall be held by the Trustee as a part of the Trust.

7
<PAGE> 8

(b) Stock Option Agreement Dividends. In the event of a
--------------------------------
stock dividend, stock split or any other change which might affect the Shares
or the price of the Shares, the proportionate adjustments, if any, may be made
by the Committee in its discretion that it deems appropriate to reflect the
change shall be made with respect to (i) the aggregate number of Shares that
may be issued under this Plan; (ii) each outstanding Stock Option Agreement
granted under this Plan; and (iii) the exercise price per share for any
outstanding Stock Option Agreements under this Plan. Cash dividends shall be
paid only on Shares owned and fully vested, but the committee reserves the
right, but is not obligated, to invest such cash dividends into additional
Shares at the Fair Market Value on the date of the dividend.

6.09 Allocations Not Required to any Specific Employee.
-------------------------------------------------
Notwithstanding anything to the contrary in Sections 6.01 and 6.02, no
Employee shall have any right or entitlement to receive a Plan Share Award
and/or Stock Option Agreement hereunder, such awards being at the total
discretion of the Committee.
Furthermore, that an employee has been granted an Award or Option
under this Plan shall not in any way affect or qualify the right of the
Corporation to terminate his employment at any time, subject to the terms and
conditions any employment agreement that may then be in effect. Nothing
contained in this Plan shall be construed to limit the right of the
Corporation to grant options or awards otherwise than under the Plan for any
proper and lawful corporate purpose, including but not limited to options or
awards granted to key employees. Key employees to whom Options or Awards may
be granted under the Plan will be those elected by the Committee from time to
time who, in the sole discretion of the Committee, have contributed in the
past or who may be expected to contribute materially in the future to the
successful performance of the Corporation.

ARTICLE VII

EARNING AND DISTRIBUTION OF PLAN SHARES UNDER PLAN SHARE AWARDS;
GRANTING AND DISTRIBUTION OF PLAN SHARES UNDER STOCK OPTION
AGREEMENTS; VOTING RIGHTS

7.01 Earning Plan Shares; Forfeitures; Tendered.
-------------------------------------------

(a) General Rules.
--------------
(i) Unless the Committee shall specifically state to the
contrary at the time a Plan Share Award is granted, Plan Shares
subject to a Plan Share Award shall be earned by a Recipient: (1)
at the time that the Plan Shares shall be registered under the
Securities Act of 1933, as amended, or the 1934 Act and/or any
pertinent state securities laws relative to such registration (the
"Registration"); or (2) if such Plan Shares have not been
registered by January 1, 2000, the Plan Shares subject to an award
shall be earned by Employee at the rate of twenty-percent (20%) of
the aggregate number of shares subject to an Award granted under
the Plan as of each January 1 following the January 1, 2000 date.
If the employment of a Recipient is terminated prior to
Registration or prior to the fifth (5th) January 1 following
the January 1, 2000 date for any reason (except as specifically
provided in subsections "b" below), the Recipient shall forfeit
the right to any Shares subject to the Award which have not
theretofore been earned, with no further action required on the
part of the Corporation.

In determining the number of Plan Shares which are to be earned
under a Plan Share Award, fractional Shares, if any, shall be rounded down to
the nearest whole number, provided that such fractional Shares shall be
aggregated and distributed on the fifth (5th) January 1 following the January
1, 2000 date, or at the time of Registration, whichever is the later.

(ii) Unless the Committee shall specifically state to the
contrary at the time a Stock Option Agreement is granted, the optionee may,
subject to Article VI herein, exercise the Option at any time

8
<PAGE> 9

provided for in and pursuant to the Stock Option Agreement, understanding that,
except as otherwise provided for herein, Stock Option Agreements may not be
exercised unless the optionee is either an employee or a director of the
Corporation. Furthermore, Plan Shares eligible under a Stock Option Agreement
may only be issued pursuant to: the terms and conditions of this Plan, Article
VI herein; the Stock Option Agreement at the time the Option is exercised; and
when the Plan Shares are fully paid. If the employment of a Recipient is
terminated prior to Registration or prior to the fifth (5th) January 1 following
the January 1, 2000 date for any reason (except as specifically provided in
subsections "b" below), the Recipient shall forfeit the right to any Shares
subject to the Award (Option) which have not theretofore been exercised, with no
further action required on the part of the Corporation.

(b) Exception for Terminations Due to Death or Disability.
-----------------------------------------------------
Unless the Committee shall specifically state to the contrary, at the time the
Plan Share Award is granted and notwithstanding the general rule contained in
Section 7.01 (a) above, all Plan Shares subject to a Plan Share Award held by a
Recipient whose employment with the Corporation ends due to his death or
Disability, shall be deemed earned upon Registration, and shall be distributed
as soon as practicable thereafter.
Unless the Committee shall specifically state to the contrary, at
the time a Stock Option Agreement is granted and notwithstanding the general
rule contained in Section 7.01 (a) above, all Plan Shares subject to a Stock
Option Agreement held by a Recipient (optionee) whose employment (or
Directorship) with the Corporation ends due to his death or Disability, the
optionee's successor in interests shall have sixty (60) days after the date of
termination to exercise any Vested Option held by such optionee at the time of
his termination, provided that such option is exercised within ten (10) years
from after the date such option is granted. All other unexercised Options
held on the date of termination shall expire automatically as of the date of
termination.

(c) Exception for Terminations after a Change in Control.
----------------------------------------------------
Notwithstanding the general rule contained in Section 7.01 (a) above, all
Plan Shares subject to a Plan Share Award held by a Recipient shall be deemed
to be earned in the event of a "Change in Control" of the Corporation or a
threatened Change in Control if such Change in Control or threatened Change in
Control occurs prior to the earlier of Registration or January 1, 2005. In
the event that such Change in Control or threatened Change in Control should
occur, all Plan Shares subject to a Plan Share Award shall be deemed to be
earned and shall be distributed as soon as practicable thereafter; provided,
however, that no Awards shall be distributed prior to six months from the date
of grant of the Plan Share Award.
Notwithstanding the general rule contained in Section 7.01 (a) above, all
Plan Shares subject to a Stock Option Agreement held by a Recipient
(optionee), upon a Change in Control or a threatened Change in Control as
defined herein, shall become immediately and fully exercisable or payable
according to the terms of this Plan and of the Stock Option Agreement and
according to the following additional terms:
(i) Any outstanding and unexercised Options shall become
immediately and fully exercisable, and shall remain exercisable until it would
otherwise expire by reason of lapse of time.
(ii) During the six month and seven day period from and after a
Change in Control (the "Exercise Period"), unless the Committee shall
determine otherwise at the time of grant, a Recipient shall have the right, in
lieu of the payment of the Base Price of the Shares being purchased under the
Stock Option Agreement and by giving notice to the Committee, to elect (within
the Exercise Period) in lieu of exercise thereof, subject to Section 6
herein, to surrender all or part of the Stock Option Agreement to the
Corporation and to receive in cash, within 30 days of such notice, an amount
equal to the amount by which the Change in Control Price per Share on the date
of such election shall exceed the Base Price per Share under the Stock Option
Agreement multiplied by the number of Shares granted under the Stock Option
Agreement as to which the right granted in Section 7.01 (c) (ii) herein shall
have been exercised. Notwithstanding the foregoing, the Change in Control
Price shall not exceed the market price of a Share to the extent required
pursuant to Section 422 of the Internal Revenue Code of 1986, as amended, on
the date of surrender thereof.
The Committee shall provide in the Stock Option Agreement for the
treatment to be given to any Shares awarded pursuant to this Plan which have
not expired or been forfeited or tendered before the occurrence of a Change in
Control.

9
<PAGE> 10

(d) Definition of Change in Control.
-------------------------------
For the purposes of this Plan, a CHANGE IN CONTROL of the
Corporation shall mean:

(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934 (the "Exchange Act") (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20
percent or more of either (A) the then outstanding shares of common stock of
the Corporation (the "Outstanding Corporation Common Stock") or (B) the
combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors (the
"Outstanding Corporation Voting Securities"); provided, however, that the
following acquisitions shall not constitute a Change in Control: (C) any
acquisition directly from the Corporation (excluding an acquisition by virtue
of the exercise of a conversion privilege), (D) any acquisition by the
Corporation, (E) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Corporation or any corporation
controlled by the Corporation or (F) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, the conditions
described in clauses (A), (B) and (C) of paragraph (iii) of this subsection
(c) are satisfied; or

(ii) Individuals who, as the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Corporation's shareholders, was approved by
a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board; or

(iii) Approval by the shareholders of the
Corporation of a reorganization, merger, or consolidation, in each case,
unless, following such reorganization, merger or consolidation, (A) more than
fifty percent (50%) of, respectively, the then outstanding shares of common
stock of the corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporate Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization, merger or
consolidation, of the Outstanding Corporation Stock and Outstanding
Corporation Voting Securities, as the case may be, (B) no Person (excluding
the Corporation, any employee benefit plan (or related trust) of the
Corporation or such corporation resulting from such reorganization, merger or
consolidation and any Person beneficially owning, immediately prior to such
reorganization, merger or consolidation, directly or indirectly, twenty
percent (20%) or more of the Outstanding Corporation Stock or Outstanding
Voting Securities, as the case may be) beneficially owns, directly or
indirectly, twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation or the combined voting power of the
then outstanding voting securities of such corporation, entitled to vote
generally in the election of directors and (C) at least "A Majority" of the
members of the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Incumbent Board at
the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or

10
<PAGE> 11

entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially all
of the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to
such sale or other disposition, of the Outstanding Corporation Common Stock
and Outstanding Corporation Voting Securities, as the case may be, (II) no
Person (excluding the Corporation and any employee benefit plan (or related
trust) of the Corporation or such corporation and any Person beneficially
owning, immediately prior to such sale or other disposition, directly or
indirectly, twenty percent (20%) or more of the Outstanding Corporation Common
Stock or Outstanding Corporation Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty percent (20%) or more of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of directors and
(III) at least a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the execution
of the initial agreement or action of the Board providing for such sale or
other disposition of assets of the Corporation.

(v) Notwithstanding the provisions of (i) through
(iv) above, a Change in Control shall not be deemed to have occurred (A) if
before the occurrence of a transaction which otherwise would constitute a
Change in Control, a majority of the Board votes to accept, approve or
recommend such transaction, or (B) by reason of the acquisition of Plan Shares
pursuant to this Plan.

7.02 Distribution of Plan.
--------------------

(a) Timing of Distributions. Plan Shares shall be distributed
-----------------------
to a Recipient or his Beneficiary, as the case may be, as soon as practicable
after they have been earned (in the event of a Plan Share Award) or exercised
subject to the terms of the Stock Option Agreement, provided, however, that no
Plan Shares shall be distributed to a Recipient or Beneficiary pursuant to a
Plan Share Award or Stock Option Agreement within six months from the date on
which that Plan Share Award or Stock Option Agreement was granted to such
person. No Plan Shares shall be distributed unless and until all of the
requirements of law and of all regulatory agencies having jurisdiction over
the issuance and delivery of the Plan Shares shall have been fully complied
with.

(b) Form of Distributions. All Plan Shares, together with
---------------------
any Shares representing stock dividends, shall be distributed in the form of
Common Stock. One share of Common Stock shall be given for each Plan Share
earned and distributable. Payments representing cash dividends which have not
been reinvested in Common Stock shall be made in cash.

(c) Withholding. The Trustee may withhold from any cash payment
-----------
or Common Stock distribution made under this Plan sufficient amounts to cover
any applicable withholding and employment taxes, and, if the amount of a cash
payment is insufficient, the Trustee may require the Recipient or Beneficiary
to pay to the Trustee the amount required to be withheld as a condition of
delivering the Plan Shares. The Trustee shall pay over to the Corporation
which employs or employed such Recipient any such amount withheld from or paid
by the Recipient or Beneficiary.
Additionally, the Company shall have the right to deduct from
any settlement of an Award made under this Plan, including the delivery or
vesting of Shares, a sufficient amount to cover withholding of any federal,
state, or local taxes required by law, or to take such other action as may be
necessary to satisfy any such withholding obligations. The Committee may permit
Shares to be used to satisfy required tax withholding and such Shares shall be
valued at the Fair market Value as of the settlement date of the applicable
Award. Any election by a person subject to Section 16 of the Act to have Shares
withheld from the payment of an Award hereunder to satisfy tax withholding
obligations shall be made as soon as practicable, as contemplated by Rule
16b-3.

(d) Restrictions on Selling of Plan Shares. The Committee
--------------------------------------
may require the Recipient or his Beneficiary, as the case may be, to agree not
to sell or otherwise dispose of his Plan Shares except in

11
<PAGE> 12

accordance with all then applicable federal and state securities laws, and the
Committee may cause a legend to be placed on the stock certificate(s)
representing the Plan Shares in order to restrict the transfer of the Plan
Shares for such period of time or under such circumstances as the Committee,
upon the advice of counsel, may deem appropriate. The Recipient or his
Beneficiary shall agree to hold the Plan Shares for such time period as may be
required under applicable laws and regulations and a restrictive legend to such
effect shall be placed upon the stock certificate(s) evidencing the Plan Shares.
The Recipient shall have no right to require the Corporation to register any
Plan Shares under the Securities Act of 1933, as amended, or the 1934 Act or any
state securities laws.

7.03 Voting of Plan Shares. All shares of Common Stock held by the
---------------------
Trustee shall be voted by the Trustee in his/her/its sole discretion.
Trustee, however, shall not vote any shares of the Common stock which
he/she/it holds without consultation with the Committee. In the absence of
any such consultation with the Committee, the Trustee shall not vote any
shares of Common stock which it holds.
The Trustee shall vote all unearned or unissued shares funded into
the Plan, including those shares which, at the time of the requirement of said
vote, have not been granted. The Trustee for the Plan, by request of the
Board and the Committee, shall be the Company's Chairman and Chief Executive
Officer, unless otherwise changed by the unanimous vote of the Committee.
All earned Shares and those Shares issued pursuant to exercised
Stock Option Agreements shall be voted by the respective owner of said Shares,
pursuant to the terms and conditions provided for herein.

ARTICLE VIII

TRUST

8.01 Trust. The Trustee shall receive, hold, administer invest
-----
and make distributions and disbursements from the Trust in accordance with the
provisions of the Plan and Trust and the applicable directions, rules,
regulations procedures and policies established by the Committee pursuant to
the Plan.

8.02 Management of Trust. It is the intent of this Plan and
-------------------
Trust that the Trustee shall have complete authority and discretion with
respect to the arrangement, control and investment of the Trust, and that the
Trustee shall invest all assets of the Trust in Common Stock to the fullest
extent practicable, and except to the extent that the Trustee determines that
the holding of monies in cash or cash equivalents is necessary to meet the
obligations of the Trust. In performing its duties, the Trustee shall have
the power to do all things and execute such instruments as may be deemed
necessary or proper, including the following powers:

(a) To invest up to one hundred percent (100%) of all Trust
assets in Common Stock without regard to any law now or hereafter in force
limiting investments for trustees or other fiduciaries. The investment
authorized herein may constitute the only investment of the Trust, and in
making such investment, the Trustee is authorized to purchase Common Stock
from the Corporation or from any other source, and such Common Stock so
purchased may be outstanding, newly issued, or treasury shares.

(b) To invest any Trust assets not otherwise invested in
accordance with (a) above, in such deposit accounts and certificates of
deposit, obligations of the United States government or its agencies or such
other investments as shall be considered the equivalent of cash.

(d) To cause stocks, bonds or other securities to be
registered in the name of a nominee, without the addition of words indication
that such security is an assets of the Trust (but accurate records shall be
maintained showing that such security is an asset of the Trust).

12
<PAGE> 13

(e) To hold cash without interest in such amounts as may in
the opinion of the Trustee be reasonable for the proper operation of the Plan
and Trust.

(f) To employ brokers, agents, custodians, consultants and
accountants.

(g) To hire counsel to render advice with respect to its
rights, duties and obligations hereunder, and such other legal services or
representation as it may deem desirable.

(h) To hold funds and securities representing the amount to
be distributed to a Recipient or his Beneficiary as a consequence of a dispute
as to the disposition thereof whether in a segregated account or held in
common with other assets of the Trust.

(i) To borrow or raise money for the purposes of the Trust
in such amount, and upon such terms and conditions, as the Trustee shall deem
advisable; and , for any sum so borrowed, to issue its promissory note as
Trustee and, in its sole discretion, to secure the repayment thereof by
pledging all or any part of the assets of the Trust. No person lending money
to the Trustee shall be bound to see the application of the money lent or
inquire into the validity, expediency or propriety of any such borrowing.
Notwithstanding the foregoing, the Trustee shall not be required
to make any inventory, appraisal or settlement or report to any court, or to
secure any order of court for the exercise of any power herein contained, or
give bond.

8.03 Records and Accounts. The Trustee shall maintain accurate
--------------------
and detailed records and accounts of all transactions of the Trust, which
shall be available at all reasonable times for inspection by any legally
entitled person or entity to the extent required by applicable law, or any
other person determined by the Committee.

8.04 Expenses. All costs and expenses incurred in the operation
--------
and administration of this Plan shall be borne by the Corporation.

8.05 Indemnification. Subject to the Corporation's By-Laws and
---------------
the applicable provisions of Delaware law, the Corporation shall indemnify,
defend and hold the Trustee harmless against all claims, expenses and
liabilities arising out of or related to the exercise of the Trustee's powers
and the discharge of its duties hereunder, unless the same shall be due to the
Trustee's gross negligence or misconduct.

ARTICLE IX

MISCELLANEOUS

9.01 Adjustments for Capital Changes. The aggregate number of
-------------------------------
Plan Shares available for distribution pursuant to Awards (Plan Share Awards
and/or Stock Option Agreements) and the number of Shares to which any Award
relates shall be proportionately adjusted for any increase or decrease in the
total number of outstanding shares of Common Stock issued subsequent to the
effective date of the Plan resulting from any split, subdivision or
consolidation of shares or other capital adjustment, or other increase or
decrease in such shares effected without receipt or payment of consideration
by the Corporation. Any stock dividend declared in respect of a Plan Share
held by the Trust will be held by the Trust on behalf of the Recipient until
earned by the Recipient and such stock dividend shall be treated as the other
Plan Shares held by the Trust under this Plan.
In the event of a capital adjustment in the Common Stock resulting
from a stock dividend, stock split, reorganization, merger, consolidation, or
a combination or exchange of shares, the number of shares of Common Stock
subject to this Plan and the number of Shares affected by Plan Share Awards
and Stock Option Agreements shall be automatically adjusted to take into
account such capital adjustment. By virtue of such a capital adjustment, the
price of any Share under a Stock Option Agreement shall be adjusted so that
there will be no change in the aggregate purchase price payable upon exercise
of any such Option.

13
<PAGE> 14

In the event the Corporation merges or consolidates with another
entity, or all or a substantial portion of the Corporation's assets or
outstanding capital stock are acquired (whether by merger, purchase or
otherwise) by another entity (such other entity being the "Successor"), the
kind of Shares that shall be subject to the Plan and to each outstanding Plan
Share Award and Stock Option Agreement shall, automatically by virtue of such
merger, consolidation or acquisition, be converted into and replaced by shares
of common stock, or such other class of securities having rights and
preferences no less favorable than the Shares of the Successor, and the number
of Shares subject to any Options and the purchase price per share upon
exercise of the Option shall be correspondingly adjusted, so that, by virtue
of such merger, consolidation or acquisition, each optionee shall have the
right to purchase [a] that number of shares of common stock of the Successor
that have a book value equal, as of the date of such merger, conversion or
acquisition, to the book value, as of the date of such merger, conversion or
acquisition, of the Shares theretofore subject to the optionee's option, [b]
for a purchase price that, when multiplied by the number of shares of common
stock of the Successor subjected to the option, shall equal the aggregate
exercise price at which the optionee could have acquired all of the Shares
theretofore optioned to the optionee.
The granting of an option pursuant to this Plan shall not affect
in any way the right and power of the Corporation to make adjustments,
reorganizations, reclassifications, or changes of its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all
or any part of its business or assets.
In the event of any stock dividend, stock split, combination or
exchange of Shares, merger, consolidation, spin-off, recapitalization or other
distribution (other than normal cash dividends) of the Corporation's assets to
stockholders, or any other change affecting Shares or the price of Shares,
such proportionate adjustments, if any, as the Committee in its discretion may
deem appropriate to reflect such change shall be made with respect to [a] the
aggregate number of Shares that may be issued under the Plan; [b] each
outstanding Award made under the Plan; and [c] the exercise price per Share
for any outstanding stock options or similar Awards under the Plan.

9.02 Amendment and Termination of the Plan. The Board shall
-------------------------------------
have the right, at any time, by resolution, to amend, suspend or terminate the
Plan in any respect that it may deem to be in the best interest of the
Corporation or to better achieve the purpose of the Plan, provided, however,
that no amendments shall be made in the Plan that would cause a modification,
extension or renewal to the terms of an Award granted hereunder within the
meaning of Section 424 (h) of the Internal Revenue Code of 1986, as amended.
Furthermore, any amendment that would cause the Plan not to comply with either
Rule 16b-3, or any successor rule, under the Act or Section 162(m) of the Code
shall not become effective without the approval of the Corporation's
shareholders.
Notwithstanding the foregoing, upon termination of the Plan, all
Plan Shares granted under Plan Share Awards will be distributed to the
Recipients regardless of whether or not such Plan Shares had otherwise been
earned under the service requirements set forth in Article VII, and all granted
Stock Option Agreements shall be fully exercisable under their terms; provided,
however, that no Plan Shares shall be distributed prior to six months from the
date of grant of the Plan Share Award or Stock Option Agreement unless
otherwise provided for herein.

9.03 Nontransferable. Plan Share Awards, Stock Option
---------------
Agreements and rights to Plan Shares shall not be transferable by a Recipient,
and during the lifetime of the Recipient, Plan Shares may only be earned by,
exercised by and/or paid to a Recipient who was notified in writing of an
Award by the Committee pursuant to Section 6.03. No Recipient or Beneficiary
shall have any right in or claim to any assets of the Plan or Trust, nor shall
the Corporation be subject to any claim for benefits hereunder.
A Stock Option Agreement granted under the Plan may not be
transferred by the optionee otherwise than by will or the laws of descent and
distribution, and during the lifetime of the optionee to whom granted, may be
exercised only by such optionee.

9.04 Future and Employment Rights. Neither the Plan nor any
----------------------------
grant of a Plan Share Award, Stock Option Agreement or Plan Shares hereunder
nor any action taken by the Trustee, the Committee or the Board in connection
with the Plan shall create any right on the part of any Employee to continue
in the employ of the Corporation.

14
<PAGE> 15

No person shall have any claim or rights to be granted an Award
under the Plan, and no participant shall have any rights under the Plan to be
retained in the employ or the Corporation or as a director.
Furthermore, unless otherwise specifically determined by the
Committee, settlements of Awards received by participants under the Plan shall
not be deemed a part of a participant's regular, recurring compensation for
purposes of calculating payments from or benefits under any of the
Corporation's benefit plans, severance programs, or severance pay laws of any
country. Further, the Corporation may adopt other compensation programs,
plans or arrangements as it deems appropriate or necessary.

9.05 Voting, Dividend and Shareholder Rights. No Recipient
---------------------------------------
shall have any voting or dividend rights or other rights of a stockholder in
respect to any Plan Shares covered by a Plan Share Award or Stock Option
Agreement, except as expressly provided in Sections 7.02 and 7.03 above, prior
to the time said Plan Shares are actually earned or exercised and distributed
to him. Furthermore, a participant shall have no rights as a shareholder with
respect to an Award until the participant actually becomes a holder of record
of Shares distributed with respect thereto.

9.06 Governing Law. The validity, construction and effect of
-------------
the Plan and Trust and any action taken or relating to the Plan, shall be
determined in accordance with and shall be governed by the laws of the State
of Indiana and applicable federal law. The invalidity or unenforceability of
any provision of this Plan or any Award granted pursuant to this Plan shall
not effect the validity and enforceability of the remaining provisions of this
Plan and the Awards granted hereunder, and such invalid or unenforceable
provision shall be stricken to the extent necessary to preserve the validity
and enforceability of this Plan and the Awards granted hereunder.

9.07 Effective Date. This Plan shall be effective as of
--------------
December 14, 1994 conditional upon its approval by the Board and by the
Shareholders of the Corporation.

9.08 Term of Plan. This Plan shall remain in effect until the
------------
earlier of : (1) twenty-one (21) years from the Effective Date, (2)
termination by the Board, or (3) the distribution to Recipients and
Beneficiaries of all assets of the Trust. This Plan shall be subject to the
approval by the shareholders of the Corporation, but if that approval has not
been obtained before June 14, 1996, the Plan shall be void, and any Awards
issued thereunder shall be void. If the Plan is terminated by the Board, no
Awards may be issued after the effective date of such termination, but,
subject to the preceding sentence, previously issued Awards shall remain
outstanding in accordance with their applicable terms and conditions and the
terms and conditions of this Plan.
Notwithstanding the foregoing, no options shall be granted under
the Plan after the effective date of termination, but any Stock Option
Agreements granted prior thereto may be exercised in accordance with their
terms. The Plan and all Awards granted pursuant to it are subject to all
laws, approvals, requirements and regulations of any governmental authority
that may be applicable thereto and, notwithstanding any provisions of the Plan
or its Awards, the holder of a Stock Option Agreement shall not be entitled to
exercise the option nor shall the Corporation be obligated to issue any Shares
to the holder if such exercise or issuance would violate any of the provisions
of the Plan.

9.09 Tax Status of Trust. It is intended that the Trust
-------------------
established hereby be treated as a Grantor Trust of the Corporation under the
provisions of Section 671 et seq. of the Internal Revenue Code of 1986, as
------
amended.
9.10 Director Participation. Notwithstanding any of the
-----------------------
foregoing, each member of the Board of Directors shall receive Five Hundred
Shares (500 shares) per year in Plan Share Awards. Such Plan Share Awards
shall be subject to the same terms and conditions as Employee Plan Share
Awards, including but not limited to the forfeiture of Shares if for reasons
other than death or disability a Director were not to serve on the Board at
the time of Registration.
Unless otherwise stated, Directors who are also employees, shall
receive their Five Hundred Shares (500 shares) of Plan Share Awards as part of
their employee Plan Share Awards. Directors which are non-employees shall
receive their Five Hundred (500) shares in a separate Plan Share Award.

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<PAGE> 16

Directors which are non-employees shall be listed along with their Plan Share
Awards as part of Exhibit "A" attached hereto.
Additionally, each Director shall receive One Thousand Shares
(1,000 shares) of Stock Option Agreements per year. Such Stock Option
Agreements shall be subject to the same terms and conditions as those granted
to Employees, including but not limited to the forfeiture of unexercised
Options if, for reasons other than death or disability, a Director were not to
serve on the Board at the time of Registration or his termination.
Directors shall not be subject to approval or any voting by the
Committee on their Plan Share Awards and/or Stock Option Agreements, as such
Awards are limited and shall be automatically awarded annually pursuant to the
terms herein, and shall not be subject to the Committee's vote.
Directors which are non-employees may not receive Awards under
this Plan in excess of the fixed, limited amounts provided for in this Section
9.10 herein.
For the purposes of the terms and conditions which apply to
Directors participation pursuant to this Plan, the word "Employee" may be
substituted with the word "Director" herein for clarification purposes.

9.11 Designation of Beneficiaries. A participant may designate in
----------------------------
writing a beneficiary or beneficiaries to receive any distribution under the
Plan which is made after the participant's death, provided, however, that if
at any time such distribution is due, there is no designation of a beneficiary
in force or if any person (other than a trustee or trustees) as to whom a
beneficiary designation was in force at the time of the participant's death
shall have died before the payment became due and the participant has failed
to provide in such beneficiary designation for any person or persons to take
in lieu of such deceased person, the person or persons entitled to receive
such distribution (or part thereof, as the case may be) shall be the
participant's executor or administrator.

9.12 Notices. All notices or other communications made or
-------
given pursuant to this Plan shall be in writing and shall be sufficiently made
or given if hand delivered, or if mailed by certified mail, addressed to the
participant at the address contained in the records of the Corporation or to
the Corporation at its principal office, as applicable.
Furthermore, in the event that an offer is made to shareholders
or to the Corporation whereby a Change in Control may or will occur, the
Corporation, upon receipt of notice of said offer, shall promptly provide
notice to all optionees and Plan Share Award Recipients. Notwithstanding
anything to the contrary herein, upon receipt of notice of an intended Change
in Control, the optionee shall have the right to exercise any options granted
hereunder and to the extent permitted by applicable state and federal law,
thereafter to fully exercise his or her rights as a shareholder of the
Corporation.

9.13 Successors and Assigns. The Plan, and its Plan Share Awards and
----------------------
Stock Option Agreements, shall be binding on all successors and assigns of a
participant, including, without limitation, the estate of such participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the participant's creditors.

9.14 Assignment and Encumbrances. The right to receive an Award, and
---------------------------
the right to receive payment with respect to any Award under this Plan are not
assignable or transferable and shall not be subject to any encumbrances,
liens, pledges or charges of the participant or to claims of the participant's
creditors. Any attempt to assign, transfer, hypothecate or attach any rights
with respect to or derived from any Award, or any rights with respect to or
derived from an Award, shall be null and void and of no force and effect
whatsoever.

<PAGE> 1
EXHIBIT 10.2

UNIFIED HOLDINGS, INC.
RESTRICTED STOCK OPTION PLAN

1. Purpose. The purpose of the Unified Holdings, Inc.
-------
Restricted Stock Option Plan (hereinafter called the "Plan") is to promote the
interests of Unified Holdings, Inc., a Delaware corporation (hereinafter called
the "Corporation"), by affording an incentive to certain key members of the
Board of Directors of the Corporation and its subsidiaries and to certain key
employees of the Corporation and its subsidiaries to remain in the employ of
the Corporation and its subsidiaries and to use their best efforts in its
behalf; and to further aid the Corporation and its subsidiaries in
attracting, maintaining and developing capable personnel and directors of a
caliber required to ensure the continued success of the Corporation and its
subsidiaries by means of an offer to such persons of an opportunity to acquire
or increase their proprietary interest in the Corporation through the granting
of options to purchase the Corporation's stock pursuant to the terms and
conditions of this Plan.

2. Shares Subject to Plan.
----------------------
A. Subject to the provisions of Section 11, the shares to be
delivered upon exercise of options granted under the Plan shall be made
available, at the discretion of the Board of Directors, from the
authorized unissued shares of the Corporation's no par value common
stock. Unless the context indicates otherwise, as used herein, Common
Stock shall refer to shares of the no par value common stock of the
Corporation, or the common stock or securities of a Successor of the
Corporation that have been substituted therefor under Section 11 of the
Plan.

B. Subject to adjustments and substitutions made pursuant to
the provisions of Section 11, the aggregate number of shares that may be
issued upon exercise of all options that may be granted under the Plan
shall not exceed sixty thousand (60,000) shares of the Corporation's
authorized shares of Common Stock.

C. If any option granted under the Plan expires or terminates
for any reason whatsoever without having been exercised in full in
accordance with the terms of the Plan, the shares of Common Stock
subject to, but not delivered under, such option shall become available
for any lawful corporate purpose, including for issuance pursuant to
other options granted to the same employee or other employees without
decreasing the aggregate number of shares of Common Stock that may be
granted under the Plan.

D. More than one option may be granted to an optionee pursuant
to this Plan.

3. Option Agreements.
-----------------
A. Each option granted under the Plan shall be evidenced by an
option agreement signed by a member of the Plan Committee (as hereinafter
defined) on behalf of the Corporation and by the optionee.

B. An option agreement shall constitute a binding contract
between the Corporation and the optionee, and every optionee, upon acceptance
of such option agreement, shall be bound by the terms and restrictions of this
Plan and of the option agreement.

C. The terms of the option agreement shall be in accordance
with this Plan, but may include additional provisions and restrictions,
provided that the same are not, as determined by the Plan Committee,
inconsistent with the Plan.

4. Administration. The Plan shall be administered and interpreted
--------------
by a committee (the "Plan Committee"), appointed by the Board of Directors,
and whose membership shall be determined and reviewed from time to time by the
Corporation's Board of Directors. The Plan Committee shall consist of not
less than three (3) members of the Board of Directors unless and until the
Board of Directors votes to alter the composition of the Plan Committee, and
at least one of the three members of the Committee shall not be an officer or
employee of the Corporation, and/or its subsidiary. Committee members may,
however, own Common and/or Preferred Stock of the Corporation.

<PAGE> 2

The Committee shall have all of the powers granted to it in this and other
Sections of the Plan. The Committee shall have any and all power and
authority (including discretion with respect to that power and authority)
which shall be necessary, properly advisable, desirable or convenient to
enable it to carry out its duties under the Plan. Subject to the express
provisions and limitations of the Plan, the Committee shall have full power
and authority to construe, interpret and administer the Plan and may from time
to time adopt such rules, procedures, rules, guidelines and regulations for
carrying out the Plan as it may deem proper, appropriate, and in the best
interests of the Corporation and in keeping with the objectives of the Plan
for the conduct of its affairs. This power includes, but is not limited to,
establishing all terms and conditions of any options granted and adopting
modifications, amendments, forms and procedures as may be necessary to comply
with provisions of any applicable regulatory rulings. The Committee may
delegate part or all of its administrative authority granted hereunder to one
or more of its members, as the members by unanimous consent deem appropriate.
Subject to the terms, provisions and conditions of the Plan, the Committee
shall have exclusive jurisdiction: (i) to select the employees to whom
options shall be granted; (ii) to determine the number of shares of Commons
Stock subject to each option; (iii) to determine the time or times when
options will be granted; (iv) to fix such other provisions of the option
agreement as it may deem necessary or desirable consistent with the terms of
the Plan; and (v) to determine all other questions relating to the
administration of the Plan. The interpretation and construction by the
Committee of any provisions of the Plan (including the administering of the
Plan) and/or any stock options granted hereunder shall be final, conclusive,
and binding upon all persons, and the officers of the Corporation shall place
into effect and shall cause the Corporation to perform its obligations under
the Plan in accordance with the determinations of the Committee in
administering the Plan.
Any member of the Plan Committee shall resign his or her membership
immediately upon receiving notice that a majority of the members of the Board
of Directors ha voted in favor of such resignation.

5. Eligibility. Key employees and directors of the Corporation
-----------
shall be eligible to receive options under the Plan. That an employee has
been granted an option under this Plan shall not in any way affect or qualify
the right of the Corporation to terminate his employment at any time, subject
to the terms and conditions of any employment agreement that may then be in
effect. Nothing contained in the Plan shall be construed to limit the right
of the Corporation to grant options otherwise than under the Plan for any
proper and lawful corporate purpose, including but not limited to options
granted to key employees. Key employees to whom options may be granted under
the Plan will be those elected by the Plan Committee from time to time who, in
the sole discretion of the Plan Committee, have contributed in the past or who
may be expected to contribute materially in the future to the successful
performance of the Corporation.
That a director has been granted an option under this Plan shall not in
any way affect or qualify the right of the Corporation's shareholders,
pursuant to its by-laws, to terminate a director's position on the
Corporation's Board of Directors, nor shall it be construed as any implied or
suggested term of directorship, as such term is solely the decision of the
shareholders of the Corporation.

6. Option Price. The price at which a Share of Common Stock may
------------
be purchased under an option granted pursuant to the Plan shall be set by the
grant but shall in no instance be less than fair market value on the date of
grant, determined by:

[i] If the Common Stock is traded on the over-the-counter
market, the fair market value shall be the average of the final closing price
of the Common Stock on the twenty business days immediately preceding the
grant of the Stock Option Agreement, as reported by the National Association
of Securities Dealers Automated Quotation System.

[ii] If the Common Stock is listed on a national securities
exchange, the fair market value shall be he average of the closing prices of
the Common Stock on the Composite Tape for the ten (10) consecutive trading
days immediately preceding such given date.

[iii] If the Common Stock is neither traded on the
over-the-counter market nor listed on a national securities exchange, such
fair market value as the Plan Committee, in good faith, shall determine. Such
fair market value shall not be determined without consultation with the chief
financial officer of the Corporation.

2
<PAGE> 3

The option price shall be subject to adjustments in accordance with the
provisions of Section 11 herein.

7. Exercise of Options. Unless otherwise modified by the
-------------------
Committee in the individual stock option agreement, any options granted under
the Plan shall not be exercisable until: (a) the optionee has had cumulative
employment (or directorship) of at least five (5) years; or (b) the optionee
has had continuous employment (or directorship) with the Corporation for a
period of at least two (2) years after the date such stock option is granted.
Any and all options must be exercised, if at all, within ten (10) years after
the date such option is granted.
Subject to the terms and conditions of any applicable stock option
agreement, any option granted under the Plan may be exercised in whole or in
part in installments at such time or times as the Committee may prescribe in
the applicable stock option agreement.
Except as otherwise provided herein, no option granted under this Plan
may be exercised unless the optionee is at the time of such exercise an
employee (or director) of the Corporation or its subsidiaries.

8. Issuance of Shares. No shares of Common Stock shall be
------------------
issued pursuant to the exercise of an option until:

(a) The requirements of such laws and regulations as may be
deemed by the Committee to be applicable are satisfied including
appropriate disclosure obligations;

(b) Any documents counsel for the Corporation deems necessary
are delivered by the optionee, including a letter evidencing the optionee's
investment intent in acquiring such shares;

(d) Provision has been made for the payment of any and all
federal, state, and local taxes that may be required to be paid as a result of
the exercise of such option or the issuance of such shares.

No optionee, or legal representative, legatee, or distributee of an
optionee, shall be deemed to be the holder of any shares of Common Stock
subject to any option unless and until the certificate or certificates for them
have been issued. Nothing contained in this Plan or any stock option agreement
shall obligate the Corporation to cause the Corporation's Common Stock to be
listed with any securities exchange or other regulatory agency. Any shares
issued under this Plan will be restricted stock and shall be appropriately
legended to restrict sale or transfer until the Corporation shall have received
a satisfactory opinion of legal counsel that such sale or transfer is in
accordance with all applicable securities laws. If the Corporation's Common
Stock becomes publicly traded on a national securities exchange, then any
shares issued under this Plan shall include any additional restrictions
imposed on the Corporation's Common Stock by such exchange.

9. Effect of Termination of Service.
--------------------------------
Notwithstanding the foregoing, should an optionee's employment with the
Corporation, or tenure as a director, terminate due to the death or disability
of the optionee, all options shall immediately become fully vested provided
the optionee has had continuous service with the Corporation for two (2)
years, and the optionee's successor in interest shall have sixty (60) days
after the optionee's date of termination to exercise such option (provided,
however, that such option must be exercised within ten (10) years after the
date such option is granted) in accordance with the terms hereof. Any such
exercisable option is hereinafter referred to as a "Vested Option".

10. Leaves of Absence and Disability. The Plan Committee shall be
--------------------------------
entitled to make such rules, regulations and determinations as it deems
appropriate under the Plan in respect of any leave of absence taken by or
disability of any optionee. Without limiting the generality of the foregoing,
the Committee shall be entitled to determine: (i) whether or not any such
leave of absence or disability shall constitute a termination of employment
within the meaning of the Plan, and (ii) the impact, if any, of any such leave
of absence or disability on options granted under this Plan theretofore made
to any optionee who takes such leave of absence or becomes disabled.

3
<PAGE> 4

11. Capital Adjustments Affecting Stock. The aggregate
-----------------------------------
number of Shares available for distribution pursuant to the Plan and the
number of Shares to which any options granted hereunder relate shall be
proportionately adjusted for any increase or decrease in the total number of
outstanding shares of Common Stock issued subsequent to the effective date of
the Plan resulting from any split, subdivision or consolidation of shares or
other capital adjustment, or other increase or decrease in such shares
effected without receipt or payment of consideration by the Corporation.
In the event of a capital adjustment in the Common Stock resulting from
a stock dividend, stock split, reorganization, merger, consolidation, or a
combination or exchange of shares, the number of shares of Common Stock
subject to this Plan and the number of Shares affected by the options granted
hereunder shall be automatically adjusted to take into account such capital
adjustment. By virtue of such a capital adjustment, the price of any Share
under a stock option agreement shall be adjusted so that there will be no
change in the aggregate purchase price payable upon exercise of any such
Option.
In the event the Corporation merges or consolidates with another entity,
or all or a substantial portion of the Corporation's assets or outstanding
capital stock are acquired (whether by merger, purchase or otherwise) by
another entity (such other entity being the "Successor"), the kind of Shares
that shall be subject to the Plan and to each outstanding stock option
agreement shall, automatically by virtue of such merger, consolidation or
acquisition, be converted into and replaced by shares of common stock, or such
other class of securities having rights and preferences no less favorable than
the Shares of the Successor, and the number of Shares subject to any Options
and the purchase price per share upon exercise of the Option shall be
correspondingly adjusted, so that, by virtue of such merger, consolidation or
acquisition, each optionee shall have the right to purchase [a] that number of
shares of common stock of the Successor that have a book value equal, as of
the date of such merger, conversion or acquisition, to the book value, as of
the date of such merger, conversion or acquisition, of the Shares theretofore
subject to the optionee's option, [b] for a purchase price that, when
multiplied by the number of shares of common stock of the Successor subjected
to the option, shall equal the aggregate exercise price at which the optionee
could have acquired all of the Shares theretofore optioned to the optionee.
The granting of an option pursuant to this Plan shall not affect in any
way the right and power of the Corporation to make adjustments,
reorganizations, reclassifications, or changes of its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all
or any part of its business or assets.
In the event of any stock dividend, stock split, combination or exchange
of Shares, merger, consolidation, spin-off, recapitalization or other
distribution (other than normal cash dividends) of the Corporation's assets to
stockholders, or any other change affecting Shares or the price of Shares,
such proportionate adjustments, if any, as the Plan Committee in its
discretion may deem appropriate to reflect such change shall be made with
respect to [a] the aggregate number of Shares that may be issued under the
Plan; [b] each outstanding option granted under the Plan; and [c] the
exercise price per Share for any outstanding stock options under the Plan.

12. Amendment, Suspension, or Termination. The Board shall have
-------------------------------------
the right, at any time, to amend, suspend or terminate the Plan in any respect
that it may deem to be in the best interests of the Corporation, provided,
however, no amendments shall be made in the Plan that would cause a
modification, extension or renewal to the terms of an option granted hereunder
within the meaning of Section 424 (h) of the Internal Revenue Code of 1986, as
amended.

13. Effective Date, Term and Approval. This Plan shall become
---------------------------------
effective upon its approval by the Board of Directors and its shareholders on
the date first above written. This Plan shall terminate ten (10) years after
the effective date of the Plan and no options may be granted under the Plan
after such time, but any option granted prior thereto may be exercised in
accordance with its terms. The Plan and all options granted pursuant to it
are subject to all laws, approvals, requirements and regulations of any
governmental authority that may be applicable thereto and, notwithstanding any
provisions of the Plan or option agreement, the holder of an option shall not
be entitled to exercise the option nor shall the Corporation be obligated to
issue any shares to the holder if such exercise or issuance would violate any
of the provisions of the Plan, including paragraph 8 of the Plan.

14. Transferability of Options. An option granted under the Plan
--------------------------
may not be transferred by the optionee otherwise than by will or the laws of
descent and distribution, and during the lifetime of the optionee to whom
granted, may be exercised only by such optionee.

4
<PAGE> 5

15. Governing Law; Severability. This Plan shall be governed
----------------------------
by the laws of the State of Indiana. The invalidity or unenforceability of any
provision of this Plan or any option granted pursuant to this Plan shall not
affect the validity and enforeceability of the remaining provisions of the
Plan and the options granted hereunder, and such invalid or unenforceability
provision shall be stricken to the extent necessary to preserve the validity
and enforceability of this Plan and the options granted hereunder.

16. Sale or Business Combination. In the event that an offer is made
----------------------------
to shareholders or to the Corporation whereby a change of control of the
Corporation may or will occur, the Corporation, upon receipt of notice of said
offer, shall promptly provide notice to all optionees. Notwithstanding
anything to the contrary herein, upon receipt of notice of an intended change
of control of the Corporation, the optionee shall have the right to exercise
any options granted hereunder and to the extent permitted by applicable state
and federal law, thereafter to fully exercise his or her rights as a
shareholder of the Corporation.
Upon a Change in Control or a threatened Change in Control as
defined herein, all options granted hereunder shall become immediately and
fully exercisable or payable according to the terms of this Plan and of the
stock option agreement and according to the following additional terms:
(i) Any outstanding and unexercised Options shall become immediately
and fully exercisable, and shall remain exercisable until it would otherwise
expire by reason of lapse of time.
(ii) During the six month and seven day period from and after a Change
in Control (the "Exercise Period"), unless the Committee shall determine
otherwise at the time of grant, a Recipient shall have the right, in lieu of
the payment of the Base Price of the Shares being purchased under the stock
option agreement and by giving notice to the Plan Committee, to elect (within
the Exercise Period) in lieu of exercise thereof, subject to the Plan terms,
to surrender all or part of the option to the Corporation and to receive in
cash, within 30 days of such notice, an amount equal to the amount by which
the Change in Control Price per Share on the date of such election shall
exceed the Base Price per Share under the stock option agreement multiplied by
the number of Shares granted under the stock option agreement as to which the
right granted herein shall have been exercised. Notwithstanding the
foregoing, the Change in Control Price shall not exceed the market price of a
Share to the extent required pursuant to Section 422 of the Internal Revenue
Code of 1986, as amended, on the date of surrender thereof.
The Plan Committee shall provide in the Stock Option Agreement for the
treatment to be given to any Shares pursuant to this Plan which have not
expired or been forfeited or tendered before the occurrence of a Change in
Control.
For purposes of this subsection, "Base Price" means a price fixed by the
Plan Committee which shall not be less than 100% of the Fair Market Value of a
share of Stock on the date of grant of the stock option agreement, and "Change
of Control" shall mean the higher of (A) (I) of or any period during which the
Stock shall not be listed for trading on a national securities exchange, but
when prices for the Stock shall be reported by the National Market System of
the National Association of Securities Dealers Automated Quotation System
("NASDAQ"), the highest price per share as quoted by the Nation Market System
of NASDAQ, (II) for any period during which the Stock shall not be listed for
trading on a national securities exchange or its price reported by the
National Market System of NASDAQ, but when prices for the Stock shall be
reported by NASDAQ, the highest average of the high bid and low asked prices
as reported by the NASDAQ, (III) for any period during which the Stock shall
be listed for trading on a national securities exchange, the highest closing
price per share of Stock on such exchange as of the close of such trading day
or (IV) the highest market price per share of Stock as determined by a
nationally recognized investment banking firm selected by the Board of
Directors in the event neither (I), (II), or (III) above shall be applicable,
in each case during the 60-day period prior to and ending on the date of the
Change of Control and (B) if the Change of Control is the result of a
transaction or series of transactions described in section 11 herein, the
highest price per share of Stock paid in such transaction or series of
transactions (which in the case of section 11 shall be the highest price per
share of the Stock as reflected in a Schedule 13D by the person having made
the acquisition); provided, however, that the Change of Control Price shall
not exceed the market price of a share of Stock (to the extent required
pursuant to Section 422 of the Code) on the date of surrender thereof.

(d) Definition of Change in Control.
-------------------------------
For the purposes of this Plan, a CHANGE IN CONTROL Of the
Corporation shall mean:

5
<PAGE> 6

the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or
more of either (A) the then outstanding shares of common stock of the
Corporation (the "Outstanding Corporation Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors (the "Outstanding
Corporation Voting Securities"); provided, however, that the following
acquisitions shall not constitute a Change in Control: (C) any acquisition
directly from the Corporation (excluding an acquisition by virtue of the
exercise of a conversion privilege), (D) any acquisition by the Corporation,
(E) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Corporation or any corporation controlled by the
Corporation or (F) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following such reorganization,
merger or consolidation the conditions described in clauses (A), (B) and (C)
of paragraph (iii) of this subsection (c) are satisfied; or

(ii) Individuals who, as the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Corporation's shareholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (such threatened
election contest or threatened solicitation of proxies or consents
constituting a threatened Change of Control for purposes of this Plan); or

(iii) Approval by the shareholders of the Corporation of a
reorganization, merger, or consolidation, in each case, unless, following such
reorganization, merger or consolidation, (A) more than fifty percent (50%) of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding
Corporation Common Stock and Outstanding Corporate Voting Securities
immediately prior to such reorganization, merger or consolidation in
substantially the same proportions as their ownership, immediately prior to
such reorganization, merger or consolidation, of the Outstanding Corporation
Stock and Outstanding Corporation Voting Securities, as the case may be, (B)
no Person (excluding the Corporation, any employee benefit plan (or related
trust) of the Corporation or such corporation resulting from such
reorganization, merger or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or consolidation, directly or
indirectly, twenty percent (20%) or more of the Outstanding Corporation Stock
or Outstanding Voting Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation or the combined voting power of the
then outstanding voting securities of such corporation, entitled to vote
generally in the election of directors and (C) at least a majority of the
members of the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Incumbent Board at
the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or

(iv) Approval by the shareholders of the Corporation of (A)
a complete liquidation or dissolution of the Corporation or (B) the sale or
other disposition of all or substantially all of the assets of the
Corporation, other than to a corporation, with respect to which following such
sale or other disposition, (I) more than fifty percent (50%) of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially all
of the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to
such sale or other disposition, of the Outstanding Corporation Common Stock
and Outstanding Corporation Voting Securities, as the case may be, (II) no
Person (excluding the Corporation and any employee benefit plan (or related
trust) of the Corporation or such corporation and any Person

6
<PAGE> 7

beneficially owning, immediately prior to such sale or other disposition,
directly or indirectly, twenty percent (20%) or more of the Outstanding
Corporation Common Stock or Outstanding Corporation Voting Securities, as the
case may be) beneficially owns, directly or indirectly, twenty percent (20%) or
more of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and (III) at least a majority of the members of the board of directors
of such corporation were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board providing for such
sale or other disposition of assets of the Corporation.

(v) Notwithstanding the provisions of (i) through (iv)
above, a Change in Control shall not be deemed to have occurred (A) if before
the occurrence of a transaction which otherwise would constitute a Change in
Control, a majority of the Board votes to accept, approve or recommend such
transaction, or (B) by reason of the acquisition of Plan Shares pursuant to
this Plan.

17. Assignment and Encumbrances. Payments with respect to any options
---------------------------
granted under this Plan are not assignable or transferable and shall not be
subject to any encumbrances, liens, pledges or charges of the participant or
to claims of the participant's creditors. Any attempt to assign, transfer,
hypothecate or attach any rights with respect to or derived from any options
granted hereunder or any rights with respect to or derived from an option
granted hereunder, shall be null and void and of no force and effect
whatsoever.

<PAGE> 1

Exhibit 21.1

<TABLE>
LIST OF SUBSIDIARIES

<CAPTION>
Corporation State
----------- -----
<S> <C>
Unified Management Corporation Indiana
Unified Advisers, Inc. Indiana
HFI Acquisition Corporation Kentucky
FLTC Acquisition Corporation Kentucky
VAI Acquisition Corporation Delaware
</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AND THE CONSOLIDATED
STATEMENTS OF OPERATIONS OF UNIFIED HOLDINGS, INC. FILED AS A PART OF
THE COMPANY'S REGISTRATION STATEMENT ON FORM 10-SB AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH REGISTRATION STATEMENT.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
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