EXHIBIT 1.1


                               September 13, 2002


Board of Directors
Clay County Savings & Loan
134 N. Water Street
Liberty, MO 64068

RE:  Conversion Stock Marketing Services

Gentlemen:

This letter sets forth the terms of the proposed engagement between Trident
Securities, a division of McDonald Investments, Inc. ("Trident") and Clay County
Savings & Loan, together with its successors and assigns, (the "Association")
concerning our investment banking services in connection with the conversion of
the Association from a mutual to a capital stock organization.

Trident is prepared to assist the Association in connection with the offering of
its shares of common stock during the subscription offering and community
offering as such terms are defined in the Association's Plan of Conversion. The
specific terms of the services contemplated hereunder shall be set forth in a
definitive sales agency agreement (the "Agreement") between Trident and the
Association to be executed on the date the prospectus is declared effective by
the appropriate regulatory authorities. The price of the shares during the
subscription offering and community offering will be the price established by
the Association's Board of Directors, based upon an independent appraisal as
approved by the appropriate regulatory authorities, provided such price is
mutually acceptable to both parties.

In connection with the subscription offering and community offering, Trident
will act as financial advisor and exercise its best efforts to assist the
Association in the sale of its common stock during the subscription offering and
community offering. Additionally, Trident may, as the Association determines to
be appropriate, enter into agreements with other National Association of
Securities Dealers, Inc., ("NASD") member firms to act as selected dealers,
assisting in the sale of the common stock. Trident and the Association will
determine the selected dealers to participate in the community offering. At the
appropriate time, Trident in conjunction with its counsel, will conduct an
examination of the relevant documents and records of the Association as Trident
deems necessary and appropriate. The Association will make all documents,
records and other information deemed necessary by Trident or its counsel
available to them upon request.



Board of Directors
September 13, 2002
Page 2

For its services hereunder, Trident will receive the following compensation and
reimbursement from the Association:

     1.   A conversion center management and proxy solicitation management fee
          in the amount of $20,000, payable at execution of this agreement.

     2.   A commission equal to two percent (2%) of the aggregate dollar amount
          of stock sold in the subscription offering or community offering,
          excluding any shares of stock sold to the Association's directors,
          executive officers and Employee Stock Ownership Plan (ESOP). For stock
          sold by other NASD member firms under selected dealer's agreements,
          the commission shall not exceed a fee of four and one half percent
          (4.5%), unless such amount is approved in advance by the Board of the
          Association.

     3.   The foregoing commissions are to be payable to Trident at the closing
          as defined in the Agreement to be entered into between the Association
          and Trident.

     4.   Trident shall be reimbursed for its reasonable legal and for
          out-of-pocket expenses incurred by them and their counsel, whether or
          not the Agreement is consummated. Trident's legal and out-of-pocket
          expenses will not exceed $50,000.

It further is understood that the Association will pay all other expenses of the
conversion including but not limited to its attorneys' fees, NASD fairness
filing and other NASD filing fees, and filing and registration fees and fees of
either Trident's attorneys or the attorneys relating to any required state
securities law filings, telephone charges, air freight, rental equipment,
supplies, transfer agent charges, fees relating to auditing and accounting and
costs of printing all documents necessary in connection with the foregoing.

In order to facilitate Trident's filing with the NASD, the Association agrees to
deliver or cause to be delivered to Trident, or Trident's counsel, seven copies
of the registration statement, and any amendments thereto filed with the
Securities and Exchange Commission ("SEC") within one day after they are filed
with the SEC.

For purposes of Trident's obligation to file certain documents and to make
certain representations to the NASD in connection with the conversion, the
Association warrants that: (a) Association has not privately placed any
securities within the last 18 months; (b) there have been no material dealings
within the last 12 months between the Association and any NASD member or any
person related to or associated with any such member; (c) none of the officers
or directors of the Association has any affiliation with the NASD; (d) except as
contemplated by this engagement



Board of Directors
September 13, 2002
Page 3

letter with Trident, the Association has no financial or management consulting
contracts outstanding with any other person; (e) the Association has not granted
Trident a right of first refusal with respect to the underwriting of any future
offering of the Association stock; and (f) there has been no intermediary
between Trident and the Association in connection with the public offering of
the Association's shares, and no person is being compensated in any manner for
providing such service.

Other than disclosure to other firms made part of any syndicate of selected
dealers or as required by law or regulation, Trident agrees that it will not
disclose any Confidential Information relating to the Association obtained in
connection with its engagement hereunder (whether or not the Conversion is
consummated). As used in this paragraph, the term "Confidential Information"
shall be defined in the agreement, but shall not include information which: (1)
is or becomes generally available to the public other than as a result of
disclosure by Trident; (2) was available to Trident on a non-confidential basis
prior to its disclosure to Trident by the Association; or (3) becomes available
to Trident on a non-confidential basis from a person other than the Association
who is not otherwise known to Trident to be bound not to disclose such
information pursuant to a contractual, legal or fiduciary obligation.

The Association agrees to indemnify and hold harmless Trident and each person,
if any, who controls the firm against all losses, claims, damages or
liabilities, joint or several and all legal or other expenses reasonably
incurred by them in connection with the investigation or defense thereof
(collectively, "Losses"), to which they may become subject under securities laws
or under the common law, that arise out of or are based upon the conversion or
the engagement hereunder of Trident except to the extent such losses are the
result of the bad faith, gross negligence or willful misconduct of Trident. If
the foregoing indemnification is unavailable for any reason, the Association
agrees to contribute to such Losses in the proportion that its financial
interest in the conversion bears to that of the indemnified parties. If the
agreement is entered into with respect the common stock to be issued in the
conversion, the Agreement will provide for indemnification, which will be in
addition to any rights that Trident or any other indemnified party may have at
common law or otherwise. The indemnification provision of this paragraph will be
superseded by the indemnification provisions of the Agreement entered into by
the Association and Trident.

This letter is merely a statement of intent and is not a binding legal agreement
except as to paragraph (4) above with regard to the obligation to reimburse
Trident for allocable expenses to be incurred prior to the execution of the
Agreement and the indemnity described in the preceding paragraph. While Trident
and the Association agree in principle to the contents hereof and propose to
proceed promptly, and in good faith, to work out the arrangements with respect
to the proposed offering, any legal obligations between Trident and the
Association shall be only as set forth in a duly executed Agreement. Such
Agreement shall be in form and content satisfactory to Trident and



Board of Directors
September 13, 2002
Page 4

the Association, as well as their counsel, and Trident's obligations thereunder
shall be subject to, among other things, there being in Trident's opinion no
material adverse change in the condition or obligations of the Association or no
market conditions which might render the sale of the shares by the Association
hereby contemplated inadvisable.

Please acknowledge your agreement to the foregoing by signing below and
returning to Trident one copy of this letter, along with the payment of $20,000.
This proposal is open for your acceptance for a period of thirty (30) days from
the date hereof.

                                       Yours very truly,

                                       TRIDENT SECURITIES,
                                       A Division of McDonald Investments, Inc.


                                       By:  /s/ John Andrew Hitt
                                            John Andrew Hitt
                                            Senior Vice President


Agreed and accepted to this 18th day
of July, 2002


CLAY COUNTY SAVINGS & LOAN


By:  /s/ John R. Davis
     John R. Davis
     President and CEO