SECOND AMENDMENT TO REPUBLIC BANK BUILDING LEASE

This  Amendment  dated  February 1, 2000,  is made to the Republic Bank Building
Lease  dated  August 1, 1999  between  Jaytee  Properties,  a  Kentucky  general
partnership,  hereinafter  referred to as  "Landlord"  and Republic Bank & Trust
Company,  hereinafter referred to as the "Tenant".  As parties hereto,  Landlord
and  Tenant  hereby  agree to  further  modify and amend  their  original  Lease
Agreement, as amended, as hereafter set forth.

Landlord and Tenant agree that the following terms of the Lease shall be amended
to increase the Tenant's  square footage by 3,990 square feet. The Tenant's rent
shall be  increased by  $3,325.00, ($10.00 per square foot) per month  effective
February 1, 2000 and  continue  in  accordance  with the terms of that  original
lease, as amended, referenced herein.

ARTICLE I. PREMISES

SECTION  1.  Tenant  leases  from  Landlord  and  Landlord  leases to Tenant the
following additional premises (hereinafter called the "Premises"):

Being an additional 3,990 square feet of office space located on the lower floor
in the Republic Bank Building  (hereinafter  called "the  Building")  located at
9600 Brownsboro Road, Jefferson County, Ky.

ARTICLE III. RENT AND OPERATING EXPENSES

SECTION 1. Tenant shall pay to Landlord, at Landlord's office in the Building or
at such place as Landlord may from time to time designate, as monthly rental for
the  Premises  as of the  effective  date of this Second  Amendment,  the sum of
$16,819.

The terms and provisions of the original  lease,  as amended,  shall continue in
full force and effect except as modified and amended herein.

REPUBLIC BANK & TRUST COMPANY                   JAYTEE PROPERTIES

BY:/s/ Bill Petter                              BY:/s/ Steve Trager
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