RUSHMORE FINANCIAL GROUP INC
SB-2/A, 1998-01-15
INSURANCE AGENTS, BROKERS & SERVICE
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington , D.C. 20549
                         ------------------------------

                              AMENDMENT NO. ONE TO
                                    FORM SB-2
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                         ------------------------------
                         RUSHMORE FINANCIAL GROUP, INC.
                 (Name of small business issuer in its charter)

<TABLE>
<S>                                                                             <C>               <C>  

         TEXAS                                 6411                     75-2375969
(State or other jurisdiction of      (Primary Standard Industrial       (I.R.S. Employer
 incorporation or organization)       Classification Code Number)        Identification No.)


13355 Noel Road, Suite 650                                       D. M. Moore, Jr., Chief Executive Officer
Dallas, Texas 75240                                                  Rushmore Financial Group, Inc.
(972) 450-6000                                                         13355 Noel Road, Suite 650
                                                                          Dallas, Texas 75240
(Address and telephone number,                                              (972) 450-6000
 including area code, of registrant's                                    (Name, address and telephone number,
     principal executive officer              _________________________          of agent for service)

                                                      Copies To:
   Ronald L. Brown, Esq.                                                    Peter A. Lodwick, Esq.
Glast, Phillips & Murray, P.C.                                             Thompson & Knight, P.C.
13355 Noel Road, Suite 2200                                             1700 Pacific Avenue, Suite 3300
   Dallas, Texas 75240                                                        Dallas, Texas 75201
 Telephone: (972) 419-8302                                                Telephone: (214) 969-1700
 Facsimile: (972) 419-8329               _________________________        Facsimile: (214)969-1751

</TABLE>


     Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

     If this Form is filed to registered  additional  securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.      ...................
             [ ]

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.                                       ...................
             [ ]       

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.                                       ...................
             [ ]       

     If delivery of the  Prospectus is expected to be made pursuant to Rule 434,
please check the following box.                                 ................
             [ ]
                         -------------------------------

     The Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

================================================================================




<PAGE>



                                     PART II

Item 27.  Exhibits and Financial Statement Schedules

(a) Exhibits
<TABLE>
<S>                                                                             <C>     

Exhibit No.
    1.1       Form of Underwriting Agreement between Registrant and First Southwest Company
    1.2       Form of Representative's Warrant Agreement
    1.3       Form of Selected Dealer Agreement
    1.4       Form of Agreement Among Underwriters
    1.5       Form of Letter Agreement regarding restrictions on sales
    2.1       Plan and Agreement of Merger with First Financial Life Companies, Inc.
    3.1       Articles of Incorporation, as amended
    3.2       Bylaws
*   4.1       Specimen certificate for shares of Common Stock of the Company
*   4.2       Specimen certificate for shares of Preferred Stock of the Company
    5.1       Opinion of Glast, Phillips & Murray, P.C.
    10.1.1    Employment Agreement with D. M. Moore, Jr.
*   10.1.2    Employment Agreement with Jim W. Clark
    10.2.1    Modified Coinsurance Agreement with Massachusetts General Life Insurance Company
    10.2.2    Administrative Service Agreement with Massachusetts General Life Insurance Company
    10.2.3    Reinsurance Agreement with Massachusetts General Life Insurance Company
*   10.2.4    National Marketing Agreement with Massachusetts General Life Insurance Company
*   10.3.1    Modified Coinsurance Agreement with Southwestern Life Insurance Company
*   10.3.2    Reinsurance Agreement with Southwestern Life Insurance Company
*   10.3.3    Administrative Service Agreement with Facilities Management Installation
*   10.5      Administrative Services Agreement between Registrant and Rushmore Life
*   10.6.1    Option Agreement regarding Rushmore Insurance Services, Inc.
*   10.6.2    Overhead Services Agreement between Registrant and Rushmore Life
*   10.7      Form of Registered Representative Agreement
*   10.8      Form of Investment Advisory Agreement
*   10.9      Form of Affiliation Agreement with Agents
*   10.10.1   Fully Disclosed Clearing Agreement with Southwest Securities, Inc.
*   10.10.2   Fully Disclosed Clearing Agreement with First Southwest Company
*   10.11     Form of Indemnification Agreement signed with all officers and directors
    11.1      Statement  regarding  computation of earnings per share
    15.1      Letter on unaudited interim financial information
*   21.1      Subsidiaries of the Registrant
    23.1      Consent of Glast, Phillips & Murray, P.C., included in Exhibit 5.1
    23.2      Consent of Cheshier & Fuller, L.L.P.
    23.3      Consent of Coopers & Lybrand
    23.4      Consent of James Fehleison regarding appointment as director
    23.5      Consent of Gayle Tinsley regarding appointment as director
    24.1      Power of Attorney, set forth on signature page
    27.1      Financial data schedule
- -------------------------------
*   Filed herewith
</TABLE>

(b) Financial Statement Schedules

    None.



<PAGE>



     Schedules not listed above have been omitted because they are not required,
are not applicable,  or the information is included in the Financial  Statements
or Notes thereto.

                                   SIGNATURES

     In accordance  with the  requirements  of the  Securities  Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing on Form SB-2 and authorizes  this Amendment No.
One to  Registration  Statement  to be signed on its behalf by the  undersigned,
thereunto duly authorized,  in the City of Dallas, State of Texas on January 12,
1998.

                                        Rushmore Financial Group, Inc.



                                        By: /s/ D. M. Moore, Jr.
                                            ------------------------------------
                                            D. M. Moore, Jr. President and Chief
                                            Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<S>                                                                                  <C>     

Signature                                 Title                                       Date
- ---------                                 -----                                       ----



 /s/ D. M. Moore, Jr.                     President, Chief Executive                  January 12, 1998
- ---------------------------
D. M. Moore, Jr.                          Officer and Director (Principal
                                          Executive Officer)


/s/ Howard M. Stein                       Controller and Chief Financial              January 12, 1998
- ---------------------------
Howard M. Stein                           Officer (Principal Financial
                                          and Accounting Officer)



* /s/ Jim W. Clark                        Director and Secretary                      January 12, 1998
- ---------------------------
Jim W. Clark



* /s/ F. E. Mowrey                        Director                                    January 12, 1998
 --------------------------
F. E. Mowery



* /s/ Timothy J. Gardiner                 Director                                    January 12, 1998
 --------------------------
Timothy J. Gardiner



* /s/ H. Gary Curry                       Director                                    January 12, 1998
 --------------------------
H. Gary Curry


<PAGE>




* /s/ Mark S. Adler                       Director                                    January 12, 1998
 -------------------------
Mark S. Adler



* /s/ Harlan T. Cardwell                  Director                                    January 12, 1998
Harlan T. Cardwell, III

</TABLE>


                                         *By: /s/ D. M. Moore, Jr.
                                              ----------------------------------
                                              D. M. Moore, Jr., Attorney-in-Fact








<PAGE>

Exhibit 4.1


INCORPORATED UNDER THE LAWS                                        COMMON STOCK
OF THE STATE OF TEXAS


                          RUSHMORE FINANCIAL GROUP, INC


THIS CERTIFICATE IS TRANSFERABLE                               CUSIP 782055 10 7
IN NEW YORK, NY AND KANSAS CITY, MO
                                            SEE REVERSE FOR CERTAIN RESTRICTIONS


THIS CERTIFIES THAT







is the owner of

     FULLY PAID AND  NONASSESSABLE  COMMON SHARES,  WITH A PAR VALUE OF $.01 PER
SHARE,  OF RUSHMORE  FINANCIAL  GROUP,  INC.  transferable  in person or by duly
authorized  attorney  on the books of the  Corporation  upon  surrender  of this
certificate properly endorsed.

   This  certificate is not valid unless  countersigned  and registered by the
   Transfer Agent and Registrar.

   WITNESS the facsimile seal of the  Corporation  and facsimile  signature of
   its duly authorized officers.

Dated:
                                                   Dated:
/s/ Dewey M. Moore, Jr.                            COUNTERSIGNED AND REGISTERED:
- --------------------------
                 PRESIDENT                            UMB Bank, n.a.
                                                      (Kansas City, Missouri)
                           [SEAL]                   TRANSFER AGENT AND REGISTRAR
/s/ Jim W. Clark                                      
- --------------------------                            BY        
                 SECRETARY
                                                           AUTHORIZED SIGNATURE


<PAGE>


                         RUSHMORE FINANCIAL GROUP, INC.

     The Articles of  Incorporation  of the Corporation on file in the office of
the Secretary of State of Texas set forth (a) the aggregate number of shares and
the par  value  of each  class  of  capital  shares  which  the  Corporation  is
authorized to issue together with the designations, preferences, limitations and
relative rights of each such class;  (b) a statement of the authority  vested in
the  Board  of  Directors  to  establish  series  and to fix and  determine  the
variations in the relative rights and preferences between any such series of the
Preferred  Stock  so  established;  (c) a denial  of  preemptive  rights  of the
shareholders to acquire unissued or treasury shares of the Corporation;  and (d)
a denial of cumulative  voting at any meeting of the  shareholders  for electing
directors.  The Corporation  will furnish a copy of such statement to the record
holder  of  this  certificate   without  charge  upon  written  request  to  the
Corporation at its registration office.

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common            UNIF GIFT MIN ACT-- ____Custodian ___
TEN ENT -- as tenants by the entireties                  (Cust)        (Minor)
JT TEN  -- as joint tenants with right            Under Uniform Gifts to Minors
           of survivorship and not as              Act_______________________
           tenants in common                                 (State)


     Additional abbreviations may also be used though not in the above list.



For value received, ______________________________________   hereby sell, assign

and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

__________________________________________________________________________Shares
of the Common Stock Represented by the within Certificate, and do hereby

irrevocably constitute and appoint

- --------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within-named Corporation
with Full power of substitution in the premises.



Dated ________________________________

   NOTICE:
THE SIGNATURE(S) TO
THIS ASSIGNMENT MUST                         --------------------------------
CORRESPOND WITH THE                               (SIGNATURE)
NAME(S) AS WRITTEN
UPON THE FACE OF THE
CERTIFICATE IN EVERY
PARTICULAR WITHOUT
ALTERATION OR                                --------------------------------
ENLARGEMENT OR ANY                                (SIGNATURE)
CHANGE WHATEVER


             
<PAGE>

                         RUSHMORE FINANCIAL GROUP, INC.

     The Articles of  Incorporation  of the Corporation on file in the office of
the Secretary of State of Texas set forth (a) the aggregate number of shares and
the par  value  of each  class  of  capital  shares  which  the  Corporation  is
authorized to issue together with the designations, preferences, limitations and
relative rights of each such class;  (b) a statement of the authority  vested in
the  Board  of  Directors  to  establish  series  and to fix and  determine  the
variations in the relative rights and preferences between any such series of the
Preferred  Stock  so  established;  (c) a denial  of  preemptive  rights  of the
shareholders to acquire unissued or treasury shares of the Corporation;  and (d)
a denial of cumulative  voting at any meeting of the  shareholders  for electing
directors.  The Corporation  will furnish a copy of such statement to the record
holder  of  this  certificate   without  charge  upon  written  request  to  the
Corporation at its registration office.

     THE  SHARES   REPRESENTED  BY  THIS  CERTIFICATE  ARE  SUBJECT  TO  CERTAIN
CONDITIONS  AND  RESTRICTIONS  AS TO VOTING  AND  TRANSFER  UNDER THE TERMS OF A
SHAREHOLDERS' AGREEMENT ENTERED INTO BY THIS CORPORATION AND ITS SHAREHOLDERS, A
TRUE AND CORRECT COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION, AND
SAID  SHARES  MAY NOT BE VOTED,  SOLD,  TRANSFERRED,  PLEDGED,  HYPOTHECATED  OR
OTHERWISE  DISPOSED  OF  EXCEPT  IN  STRICT  ACCORDANCE  WITH THE  TERMS OF THAT
AGREEMENT.  A COPY OF SAID  AGREEMENT  WILL BE FURNISHED  WITHOUT  CHARGE TO THE
HOLDER OF THIS  CERTIFICATE  UPON RECEIPT BY THE  CORPORATION  AT ITS  PRINCIPAL
PLACE OF  BUSINESS  OR  REGISTERED  OFFICE OF A WRITTEN  REQUEST  OF THE  HOLDER
REQUESTING SUCH A COPY.

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common            UNIF GIFT MIN ACT-- ____Custodian ___
TEN ENT -- as tenants by the entireties                  (Cust)        (Minor)
JT TEN  -- as joint tenants with right            Under Uniform Gifts to Minors
           of survivorship and not as              Act_______________________
           tenants in common                                 (State)


     Additional abbreviations may also be used though not in the above list.



For value received, ______________________________________   hereby sell, assign

and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

__________________________________________________________________________Shares
of the Common Stock Represented by the within Certificate, and do hereby

irrevocably constitute and appoint

- --------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within-named Corporation
with Full power of substitution in the premises.



Dated ________________________________

   NOTICE:
THE SIGNATURE(S) TO
THIS ASSIGNMENT MUST                         --------------------------------
CORRESPOND WITH THE                               (SIGNATURE)
NAME(S) AS WRITTEN
UPON THE FACE OF THE
CERTIFICATE IN EVERY
PARTICULAR WITHOUT
ALTERATION OR                                --------------------------------
ENLARGEMENT OR ANY                                (SIGNATURE)
CHANGE WHATEVER


             


<PAGE>


NUMBER                                                                   SHARES





                INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS

                         RUSHMORE FINANCIAL GROUP, INC.

                  Preferred Stock -- Par Value $10.00 Per Share

                                SEE REVERSE SIDE

This Certifies that _________________________________________________________ is
the                                   owner                                   of
__________________________________________________________________________ fully
paid and non-assessable Shares of the above Corporation transferable only on the
books of the  Corporation  by the holder hereof in person or by duly  authorized
Attorney  upon  surrender  of this  Certificate  properly  endorsed.  In Witness
Whereof,  the said  Corporation has caused this  Certificate to be signed by its
duly authorized officers and to be sealed with the Seal of the Corporation.

Dated_________________________________

- --------------------------------------        ----------------------------------
                           SECRETARY                           PRESIDENT


<PAGE>






                                                                  Exhibit 10.1.2

                        EXECUTIVE COMPENSATION AGREEMENT

     This Executive  Compensation Agreement dated as of the 18th day of October,
1997, between Rushmore  Financial Group, Inc., a Texas Corporation  (hereinafter
referred  to as  "Rushmore")  and  Jim W.  Clark,  (hereinafter  referred  to as
"Officer").

                                   WITNESSETH:

     WHEREAS,  Officer is  President  and Chief  Operating  Officer of  Rushmore
Securities  Corporation  ("RSC"),  a Texas  corporation and licensed  securities
brokerage,  a wholly owned subsidiary of Rushmore,  (Rushmore,  its subsidiaries
and  RSC are  hereinafter  collectively  referred  to as the  "Companies"),  and
Officer  has  other  supervisory  responsibilities  for other  functions  of the
Companies; and

     WHEREAS,  Rushmore  desires that Officer continue to use his experience and
abilities  in the  business of the  Companies  in a capacity  similar to that in
which he has heretofore served; and

     WHEREAS,  Officer  desires  to accept  such  employment  upon the terms and
conditions hereinafter set forth.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein  contained  and other good and  valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

1.   Employment.  Rushmore  hereby  agrees to  continue  to employ  Officer  and
     Officer  hereby agrees to continue to serve Rushmore as President and Chief
     Operating  Officer  of  Rushmore   Securities   Corporation  and  in  other
     capacities similar to those in which he has heretofore served, for the term
     and on the  conditions  hereinafter  set  forth.  Officer  shall  have such
     executive duties to Companies during the term of this Agreement as shall be
     determined  by the Board of Directors of Rushmore;  however,  Officer shall
     not be  assigned  to a position  which  shall  substantially  diminish  his
     prestige or responsibility compared to that which he has heretofore enjoyed
     with Rushmore. Subject to the foregoing,  Officer hereby agrees to serve in
     any comparable  executive  position in the State of Texas to which he shall
     be directed by the Board of Directors of Rushmore, excluding service in the
     insurance  related  businesses of Rushmore,  and further  agrees to use his
     best  efforts to promote the  efficient  and  profitable  operation  of the
     business of Rushmore.

2.   Term of Employment. The term of Officer's employment shall continue subject
     to the  provisions  of this  Agreement,  commencing  as of the date hereof,
     until  December 31, 2000.  Beginning  January 1, 1998, and each January Ist
     thereafter, the term shall annually be extended for a successive additional
     one-year period unless either party notifies the other at least ninety (90)
     days before any January 1st, or January 1st, of any later year


<PAGE>



     immediately  following  the year  terminating  a thirty-six  month  renewal
     period,  that it  intends  to  terminate.  If such a notice is given,  this
     Agreement  will  terminate  on  December  31st  following  the  date of the
     notice.

3.   Compensation.

     a.   Base Compensation. As base compensation for services provided pursuant
          to this Agreement,  Rushmore shall initially pay Officer  compensation
          at the  rate of  $96,000.00  per  year,  which  amount  shall  be paid
          beginning  January 1, 1998.  Within three months prior to each January
          1st, the Board of Directors of Rushmore will evaluate the  performance
          of Officer and the compensation  paid to executives in other companies
          in the  Financial  Services  Sector  of  similar  size  and  scope  of
          operations, during the previous year and fix his Base Compensation for
          the next  following year at an amount which shall not be less than the
          prior  year's  Base   Compensation  as  determined  by  the  Board  of
          Directors.  When a new Base  Compensation  is  fixed  by the  Board of
          Directors of Rushmore  under this  paragraph,  it shall become the new
          Base  Compensation and thereafter the Base  Compensation  shall not be
          less than that  amount,  without  regard to any  elective  deferral of
          compensation by Officer.  The Base  Compensation  provided for in this
          Paragraph 3 shall be payable in equal semimonthly  installments on the
          first and fifteenth business day of each month.


     b.   Additional  Compensation.  Officer  shall  also earn  commissions  and
          overrides for accounts  serviced by him  personally as broker for RSC,
          and override  commissions on commissions  earned by persons introduced
          by  Officer  to  Rushmore  and  its  subsidiaries  or  affiliates,  in
          accordance with the commission rates applicable to him, which shall be
          paid semimonthly as provided above. The Board of Directors of Rushmore
          reserves the right to pay to Officer  compensation and any other bonus
          or incentive compensation, in money, stock options, or any other form,
          as the Board in its  discretion  deems  appropriate.  The total of the
          Base  Compensation  and  Additional  Compensation  shall  be  Combined
          Compensation  hereunder.  In any year in which  Officer shall elect to
          defer a portion of the Base Compensation to which he is entitled, such
          deferred amount shall be paid to Officer in the following year of this
          Agreement or its termination.


     c.   Reimbursement.  Rushmore shall provide Officer with an automobile,  or
          an  allowance  for such,  for his  business  use and pay all  expenses
          of operating it. So long as Officer shall be employed by Rushmore,  he
          shall be entitled and  authorized  to incur  reasonable  and necessary
          expenses  in  connection  with  or  related  to his  business  duties,
          including  without  limitation,  expenses  for travel,  entertainment,
          maintaining membership in various clubs and similar expenses. Rushmore
          will pay all such  expenses  directly  or will  reimburse  Officer for
          them.



<PAGE>




4.   Participation  in Employee  Benefit  Programs.  Officer will be entitled to
     participate on the same basis as other executive  employees in any employee
     benefit  programs  presently in force or subsequently  adopted by Rushmore,
     including such pension and profit-sharing plans,  hospitalization,  medical
     and health and accident  insurance  programs,  policies and benefits,  life
     insurance  programs and pension and  retirement  benefit  plans as may from
     time to time be in effect.

5.   Payments Upon Death or Disablilty.

     a.   In the  event  that  Officer  should  die,  Rushmore  shall pay to the
          beneficiary  as may have been  designated  in writing  by Officer  or,
          failing such designation,  to Officer's  estate,  the sum of three (3)
          years'  Combined  Compensation at the then existing rate. Such payment
          shall be made  either in cash  within one  hundred  twenty  (120) days
          after  Officer's death or disability,  or in  thirty-sixty  (36) equal
          monthly installments, as determined by Rushmore.

     b.   Rushmore  shall  acquire  for  the  benefit  of  Officer,   disability
          insurance  to pay  to  Officer  a  benefit  of  75%  of  his  Combined
          Compensation  for the last complete year of  employment,  in the event
          Officer shall become totally disabled.  Officer's  occasional  absence
          from work for  reasonable  periods of time  because of  sickness  (not
          resulting in total  disability)  shall not result in any adjustment in
          his  compensation or rights under this  Agreement.  For the purpose of
          this Agreement, the term "totally disabled" or "total disability" mean
          Officer's  inability  on account of sickness or accident to  regularly
          engage  or to  adequately  perform  his  assigned  duties  under  this
          Agreement.

6.   Severance  Pay Upon  Termination.  In the  event  Officer's  employment  is
     terminated by Rushmore,  except for "cause" and except for Officer's  death
     or total disability, Rushmore shall pay to Officer as severance pay the sum
     of three years' Base  Compensation at the then existing rate, plus any sums
     due in respect of increases in Base Compensation pursuant to Paragraph 3(a)
     hereof.  Such  payment  shall be made in  thirty-sixty  (36) equal  monthly
     installments.  Termination  for "cause" shall mean  termination by Rushmore
     for any of the following reasons:

     a.   Willfully and significantly  damaging Rushmore's  property,  business,
          reputation or goodwill;

     b.   The commission of a felony;

     c.   Stealing, dishonesty, fraud or embezzlement;

     d.   Deliberate neglect of duty, or resignation.



<PAGE>



     Notwithstanding any other provision of this Agreement, if during any period
     of time,  Officer  receives  severance pay pursuant to this Paragraph 6 and
     concurrently  therewith  is paid any Combined  Compensation  (as defined in
     Paragraph  3(b) hereof),  then the amount of severance pay to which Officer
     would  otherwise be entitled  hereunder shall be reduced during such period
     by an amount equal to the Combined Compensation paid during such period.

7.   Agreement  not  to  Compete.   Upon  voluntary   termination  of  Officer's
     employment by Officer, or by termination by Rushmore,  for "cause," and for
     a period  of one (1) year  from the date of any such  termination,  Officer
     hereby specifically agrees to refrain from:

     a.   Entering into any other  employment  contract,  or other  agreement or
          understanding,  whether  written or oral,  of like nature,  to perform
          services  similar  to those  performed  hereunder,  either  with or on
          behalf of any person whose  products,  services,  business,  including
          ownership of 75% or more of a competing  company which its business or
          other activities shall be determined exclusively by Rushmore, to be in
          direct  competition  with  any  of the  operations  of  either  of the
          Companies or inimical to their interests;

     b.   Hiring,  attempting to hire or to assist any other person or entity in
          hiring  or  attempting  to hire an  employee  of  Rushmore  or one the
          Companies, or any person who was an employee of Rushmore or one of the
          Companies  within the  six-month  period prior to the hire,  attempted
          hire or assistance in hiring or attempting to hire;

     c.   Soliciting,  in competition with Rushmore or one of the Companies, the
          business of any customer of Rushmore or one of the  Companies,  except
          for  those  with  which  Executive  had  direct  dealings  during  his
          employment with Rushmore or one of the Companies.

     This agreement not to compete shall extend throughout the State of Texas in
cities which Rushmore maintains a retail office.

8.   Vacation/Sick  Days.  Officer  shall be entitled  to an annual  vacation of
     three  (3)  weeks  each  year  at  full  compensation  at a  time  mutually
     satisfactory to Rushmore and Officer.  Unused vacation and sick days may be
     accrued indefinitely.

9.   Approval by the Board of Directors. This Agreement has been approved by the
     Board of  Directors  of  Rushmore,  at a meeting held on the day of ______,
     1997.

10.  Agreement  is Personal.  This  Agreement  is a personal  agreement  and the
     rights and interests  hereunder  (except that of Rushmore) may not be sold,
     transferred,  assigned,  pledged or  hypothecated.  This Agreement shall be
     binding on the heirs,  executors and  administrators  of Officer and on the
     successors and assigns of Rushmore. During,


<PAGE>


     Officer's  lifetime,  the  parties  hereto by mutual  agreement  may amend,
     modify or rescind this Agreement without the consent of any other person.

11.  Severability  of  Provisions.  If any of the  provisions of this  Agreement
     shall  be held  invalid,  the  remainder  of this  Agreement  shall  not be
     affected thereby.

12.  Governing Law. This instrument  contains the entire  agreement  between the
     parties  and shall be govrned by the laws of the State of Texas.  It may be
     amended only by agreement in writing signed by each of the parties.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                     RUSHMORE FINANCIAL GROUP, INC.

                                     By:  /s/ Dewey M. Moore, Jr
                                          ---------------------------------
                                          Dewey M. (Rusty) Moore, Jr., President



                                         /s/ Jim W. Clark
                                         ---------------------------------------
                                         Jim W. Clark


<PAGE>



Exhibit 10.2.4

                             MARKETING AGREEMENT  


     This  MARKETING  AGREEMENT,  made  and  entered  into as of the 23rd day or
February,  1989, by and between  MASSACHUSETTS  GENERAL LIFE  INSURANCE  COMPANY
("MGLIC"), a Massachusetts stock life insurance corporation with principal
offices at 7887 East Belleview  Avenue,  Englewood,  Colorado 80111,  FACILITIES
MANAGEMENT  INSTALLATION ("FMI"), a Delaware corporation with principal Colorado
offices  at  7887  East  Belleview  Avenue,  Englewood,  Colorado  80111,  FIRST
FINANCIAL  LIFE  INSURANCE  COMPANY  ("Life  Company"),  an  Arizona  stock life
insurance  corporation  with  principal  offices  at Tampa,  Florida,  and FIRST
FINANCIAL MARKETING SERVICES,  INC. ("Marketing Company"), a Florida corporation
with principal offices at 4830 Nest Kennedy Boulevard,  One Urban Centre,  Suite
595, Tampa, Florida 33609, and FIRST FINANCIAL LIFE COMPANIES.  INC. ("Parent"),
a Texas corporation with principal offices in Tampa, Florida..

                               W-I-T-N-E-S-S-E-T-H

     WHEREAS,  MGLIC  desires  to  increase  their  sale  and  issuance  of life
insurance  and similar  products  ("Insurance  Business")  and to  maximize  the
persistency thereof through the sale of such products by general agents of MGLIC
recruited  by  Marketing  Company   (hereinafter   called  "Agents"),   and  the
reinsurance by MGLIC to Life Company of part of such Insurance Business,  all in
accordance with and subject to the following terms, conditions and provisions.

     NOW, THEREFORE, in consideration of the premises and of the mutual promises
of the  parties  hereto,  and for other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:








<PAGE>


     1 Agents: Effective Date.

          (a)  Marketing  Company  will,  from time to  time in the  future (i)
     review lists supplied  periodically by MGLIC that contain the identities of
     all Agents  recruited  by or  through  Marketing  Company or its  down-line
     agents and (ii)) promptly  notify MGLIC In writing of any inaccuracy in, or
     change to, such list.

          (b) Marketing  Company will provide to Life Company Agent  recruiting,
     training,  and  supervisory  services in  exchange  for the payment by Life
     Company to Marketing  Company of a monthly service fee of $5,000.  No other
     party to this  Agreement will be liable for the services and fees described
     in this Section lCb).

          (c) This Agreement shall not become  effective until such time as Life
     Company is issued a Certificate of Authority by Insurance  Commissioner  to
     engage in the  business  of life Such agents are  hereinafter  Individually
     referred to as and collectively referred to as "General Agents."

     2.  Reinsurance.  Simultaneously  with  the  execution  of  this  Marketing
Agreement,  MGLIC and Life  Company  shall  enter into a  reinsurance  agreement
("Modified  Coinsurance  Agreement")  on a modified  coinsurance  basis attached
hereto as Exhibit "B" and  incorporated  herein.  Under the  Modified  Agreement
MGLIC will cede and Life Company will reinsure,  on a quota share basis, certain
percentages of the Insurance Business produced as more specifically set forth in
Exhibit "B" hereto.


     3.  Administrative  Services.  Simultaneously  with the  execution  of this
Marketing  Agreement,  Life Company and  FMI shall enter into an  Administrative
Services  Agreement (herein so-called) In substantially the form attached hereto
as Exhibit "C" and Incorporated herein.





<PAGE>


     4.  Production   Goals.   Marketing  Company  agrees  to  use  commercially
reasonable efforts to cause General Agents to solicit applications for Insurance
Business to be issued by MGLIC or its affiliates  (including  Southwestern  Life
Insurance  Company) for not less than the following  aggregate  cumulative First
Year Premiums ("Cumulative  Production Goals") on or before the following Target
Dates (herein so-called): 

     TARGET DATES                  CUMULATIVE PRODUCTION GOALS
     ------------                  -------------------------- 

     By December 31, 1987          $2,000,O00.00 
     By December 31, 1988           4,000,000.00 
     By December 21, 1989           6,000,000.00  
     By December 31, 1990           8,000,000.00
     By December 31, 1991          10,OOO,O00.0O

For the purposes of this Agreement the term "First-Year Premiums" shall mean the
aggregate  life  insurance  premiums  payable  during the first year a policy or
contract of insurance is in effect,  exclusive of (1) lump-sum  cash deposits in
excess of published  premium  rates,  (ii)  premiums  for flexible  premium life
insurance  contracts in excess of control premiums and (iii) premiums for single
pay contracts.  All First-Year  Premiums  associated  with any  application  for
Insurance  Business  submitted  by a  General  Agent  to  MGLIC  or  any  of its
affiliates  (including  Southwestern Life Insurance Company) shall be counted in
full unless and until such  application is rejected by MGLIC or such  affiliate.
All First-Year Premiums associated with any rejected  application shall cease to
be counted as of the date of such rejection.

     Insurance  policies  and  contracts  which have been issued prior hereof by
MGLIC or any of its affiliates  (including  Southwestern Company) as a result of
applications for Insurance Business or to the date Life Insurance solicited
 


<PAGE>


by General  Agents  after  October 1, 1986,  and meet the criteria as defined in
Schedule  A,  shall be deemed  to have had been  issued  subsequent  to the date
hereof  but prior to  December  31,  1997 for the  purpose  of  calculating  the
aggregate Cumulative First Year Premiums.

     5.  Termination.  For the purpose of this Agreement,  the term  "Completion
Date"  shall mean (1)  December  31,  1991,  or (ii) the date by which MGLIC has
issued  Insurance  Business  as a result of  applications  solicited  by General
Agents with aggregate cumulative  First-Year Premiums in the aggregate amount of
$10,000,000, whichever occurs first.

          (a) Prior to Completion  Date.  This Agreement prior to the Completion
     Date, except:

               (i) By the mutual consent of the parties hereto;
           or
                                                                                
               (ii) By  MGLIC  and  FMI if any  one or  more  of the  Cumulative
               Production  Goals  set forth  herein  are not  achieved  by their
               respective Target Dates, and then only upon six (6) months' prior
               written  notice by MGLIC and FMI to  Marketing  Company  and Life
               Company;

          or

               (iii) By MGLIC and FMI in the event of a  material  breach on the
               part of Marketing  Company,  Life Company or any General Agent of
               this  Agreement,   the  Administrative  Services  Agreement,  any
               Modified Coinsurance Agreement or any other Coinsurance Agreement
               between   MGLIC  and  Life   Company  or  any   General   Agents'
               Compensation Agreement and such breach is not cured or eliminated
               within thirty (30) days after receipt of written



<PAGE>


               notice  thereof to Marketing  Company and Life Company from MGLIC
               and FMI;

               or

               (iv) By  Marketing  Company  and Life  Company  in the event of a
               material  breach  on the part of MGLIC or FMI of this  Agreement,
               the Administrative Services Agreement, the Coinsurance Agreement,
               any  Modified  Coinsurance  Agreement  or  any  General~  Agents'
               Compensation Agreement and such breach is not cured or eliminated
               within thirty (30) days after receipt of written  notice  thereof
               to MGLIC and FMI from Marketing Company and Life Company.

               (b) After  Completion  Date. This Agreement may not be terminated
               any time after the Completion Date except:

               (1) By the mutual consent of the parties hereto; or

               (ii) By MGLIC and FMI upon  thirty (30) days'  written  notice to
               Marketing Company and Life Company;

               or

               (iii) By  Marketing  Company  and Life  Company  upon thirty (30)
               days' written notice to MGLIC and FMI.

     6. Recapture of Reinsured  Business.  If any Cumulative  Production Goal is
not  met  by the  Target  Date  applicable  thereto,  or if  this  Agreement  is
terminated  prior to the Completion Date pursuant to the provisions of Paragraph
5Ca)(i) or 5(a)(iii) above,  MGLIC shall have the right,  upon SIX months' prior
written  notice to Marketing  Company and Life Company,  to recapture all of the
Insurance Business ceded by MGLIC to Life Company under the Modified Coinsurance
Agreements (and any other coinsurance agreement previously entered



 


<PAGE>


into between MGLIC and Life Company.) No consideration shall be paid by MGLIC or
FMI to Marketing  Company or to Life Company for the recapture of such Insurance
Business.

     7. Right of First  Refusal.  In the event that Life  Company or one or more
stockholders  (Including  Parent) of Life Company  (collectively the "Offerees")
receives an Offer (herein  so-called) from an unaffiliated  party ("Offeror") to
purchase  all or part of the stock of Life Company or to reinsure all or part of
the  Insurance  Business  previously  assumed and reinsured by Life Company from
MGLIC,  before Offerees accept such Offer they shall deliver a copy of the Offer
to MGLIC and FMI.  During the thirty (30) day period  following  such  delivery,
MGLIC and FMI shall have a right of first refusal for either MGLIC or FMI or any
of their  affiliates  to elect  to  purchase  such  stock  or to  reinsure  such
Insurance  Business,  on the same terms and conditions  contained in such Offer.
Upon the  earlier of (i) the  delivery  by MGLIC AND FMI to  Offerees of written
notification  of their intent not to exercise  such right of first  refusal,  or
(ii) the expiration of such thirty (30)day period without receipt by Offerees of
MGLIC's  and FMI's  written  notice of intent not to accept  the Offer.

          If MGLIC and FMI  exercise  such  right of first  refusal  but fail to
     consummate the purchase within ninety (90) days after receiptby Offerees of
     MGLIC's and FMI's  written  notice of exercise,  and if such failure is for
     any reason other than the refusal of Offerees to consummate the transaction
     in  accordance  with  terms of the offer or the  failure  of MGLIC and FMI,
     despite  diligent  efforts,  to obtain all necessary  regulatory  approval,
     MGLIC's and FMI's right of first refusal  shall  terminate  completely  and
     permanent.  If, despite diligent efforts,  MGLIC AND FMI fail to obtain all
     necessary  regulatory approvals within the ninety (90) day period specified
     above, the right of





<PAGE>


refusal shall  terminate on the earliest of (1) the date on which the receipt of
regulatory  approvals  is  no  longer  possible  or  regulatory  disapproval  is
announced,  (2) the date thirty days after the date on which regulatory approval
is granted if the purchase remains  unconsummated  (unless Offerees have refused
to consummate the transaction in accordance with the terms of the Offer), or (3)
the date on which  MGLIC and FMI cease to make  diligent  efforts  to obtain all
necessary regulatory  approvals.  Such ninety (90) day period may be extended by
mutual consent of MGLIC, FMI and Offerees.

     Notwithstanding the foregoing,  any right of first refusal which Parent may
now or subsequently  have  to purchase  any  shares of stock of Life  Company or
Parent  shall be superior to and shall  pre-empt  the  aforesaid  right of first
refusal in favor of MGLIC and FMI and their affiliates;  provided,  however,  if
Parent  fails to  exercise  any right of first  refusal  it may  have,  then the
Offerees  shall  promptly  deliver a copy of the  Offer to MGLIC and FMI,  whIch
shall be entitled to exercise its right of first refusal in the manner described
above.

     8. Miscellaneous.

     (a) Assignments.  This Agreement shall be binding on the parties hereto and
     their respective  successors and permitted assigns, but no party may assign
     this Agreement without the prior written consent of the other parties.

     (b)   Counterparts.   This  Agreement  may  be  executed  In  two  or  more
     counterparts,  each of which shall be deemed an original,  but all of which
     taken together shall constitute one and the same instrument.

     (c) Section  Headings.  The  headings  set forth  herein are for  reference
     purposes only and shall not In any way affect the meaning or interpretation
     of this Agreement.



 


<PAGE>


     (d) Waiver.  No delay or omission by any party hereto to exercise any right
     or power arising upon any noncompliance or default by any other party with
     respect to any of the terms of this  Agreement  shall impair any such right
     or  power  or be  construed  as a waiver  thereof.  A waiver  by any of the
     parties hereto of the  fulfillment  of any of the covenants,  conditions or
     agreements  to be  performed  by any other shall not be  construed  to be a
     waiver  of  any  succeeding  breach  thereof  or of  any  other  covenant,
     condition or agreement herein contained.  All remedies provided for In this
     Agreement  shall be  cumulative  in addition to and not in hey of any other
     remedies available to any party at law, in equity or otherwise.

     (e) Amendments. (i) Except as provided In clause (11) below, this Agreement
     may not be amended, nor shall any waiver, change, modification,  consent or
     discharge be effected,  except by an Instrument in writing duly executed by
     the parties  hereto or their  respective  successors or permitted  assigns.
     (ii)  Section  1(b) of this  agreement  may not be  amended  nor  shall any
     waiver, change, modification,  consent, or discharge be effected, except by
     an  Instrument  in writing  duly  executed  by  Marketing  Company and Life
     Company.

     (f) Governing  Law. This  Agreement  shall be governed by and construed and
     enforced in accordance with the laws of the State of Colorado.




<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed and delivered by their officers thereunto duly authorized, all as of the
date first hereinabove written

                                MASSACHUSETTS GENERAL LIFE INSURANCE COMPANY



                                By:  /s/    
                                     Title  

   
                                FACILITIES MANAGEMENT INSTALLATION


                                By:  /s/ 
                                     Title


                               FIRST FINANCIAL LIFE INSURANCE COMPANY  

                               By:  /s/ 
                                     Title: President
  

                               FIRST FINANCIAL MARKETING SERVICES, INC.


                                By:  /s/ 
                                     Title: President


                               FIRST FINANCIAL LIFE COMPANIES, INC.

                               By:  /s/ 
                                     Title:  President

                               Attest:  /s/
                                     Title:  Vice President


 


<PAGE>

Exhibit 10.2.4

                                   SCHEDULE A

                                 Policy Criteria

Date  Criteria:  Po1cies  Submitted  Subsequent  to October  1,  1986.

Policy inclusion Criteria:

        a)      Policies written directly by the General Agents





























<PAGE>

                         

               Effective this          day of               ,19   .

               (hereinafter referred to as Company. hereby appoints)


               (General Agent's Name)

               to act as the Company's General Agent (hereinafter referred to as
               General Agent or You). for the  solicitation of applications  for
               insurance. The title of the General Agent shall be

               ----------------------------------------------------------

               The parties hereby agree as follows:

RELATIONSHIP OF THE PARTIES

1. The General Agent is an  independent  contractor.  Nothing  contained in this
contract or in any course of dealing between you and the Company whether in the
past  or   currently   shah  ha   construed   or   interpreted   to   create  an
employer~employet relationship between the Company md you.

You shall be free to exercise  your own  judgment  as to the  persons  from whom
applications are solicited and as to the time, place and manner of solicitation:
however. the applicable statutes and governmental  regulations pertaining to the
conduct of business  covered hereby as well as the regulations  from Ume to time
adopted  by the  Company  respecting  its  methods  of doing  business  shall be
observed and conformed to by you.

AUTHRITY

2.Your authority shall extend no further than is stated in this contract you are
hereby authorized to solicit applications for insurance and annuity contracts on
behalf  of the  Company.  You  are  further  authorized  to  collect  in  cash a
first-year premium on applications solicited or on policies forwarded to you for
delivery.  You may not collect any deferred first-year or renewal premium uniess
a receipt is forwarded by the Company to you for that purpose. You shall not
collect any premiums past due except upon conditions specifically prescribed by
the Company.  You shall not undertake to make.  alter. or discharge any contract
or waive any forfeiture,  or extend the time for payment of any premium or note,
or waive  payments In cash. or contract  debts or obligations in the name of the
Company or obligate it in any way.  Except in cases where the first full premium
has been paid in  advance.  you  shall not  deliver  any  policy  where you have
knowledge  of any  conditions  suffered  by  the.  applicant  subsequent  to the
application date which might affect insurability.

You have the authority to recruit  insurance  producers  (Producers)  to solicit
insurance and annuities under your  supervision and recommend their licensing to
the  Company.  The  Company  reserves  the right of refusal to license  any such
proposed  Producer.  You  shall  contract  directly  with your  Producers  under
agreements  suitable to you for solicitation of insurance a! authorized  herein:
provided. however. that you agree to provide the Company with copies of all such
agreements.

LITIGATION

3.You shall not institute legal proceedings  against any applicant  policyholder
or any other person for any cause rising out of the  business  transacted  under
this appointment  unless the Company shall have been nottlied in writing of such
action or the proposed action  simunaneously  with the institution of such legal
proceedings.  Should the Company be sued  because of any alleged act by you. the
Company shall, upon receipt of notification of such suit notify you imrnediately
in order  that you and the  Company  may  mutually  agree  upon the  appropriate
defense.  the employment of counsel and a determination as to which party shall
be liable for the cost of such defense.  The Company. at its sole discretion and
expense.   may  settle  any  claim  or  claims  of  applicants   for  insurance.
policyholders  or  others  against  the  Company  arising  out of  the  business
transacted under this appointment. upon


<PAGE>


receipt of proof  satisfactory  to the  Company of the  justice of such claim or
claims.  No  settlement  calling for payment by you in whole or in part (whether
directly  or  indirectly,  or whether  contributed  to in whole or in pan by any
insurance carrier) shall be made without your consent

MODIFICATIONS

4. The  Company  shall not be bound by a promise.  agreement  understanding,  or
representation heretofore or hereafter made unless made in writing and signed by
an officer of the Company  expressing  by its terms an  intention to modity this
contract.

DISPUTES

5. If a claim to  compensation is disputed by another General Agent or Producer,
the decision of the Company thereon shall be binding and conclusive.


RULES AND INSTRUCTIONS

6. This agreement shall be deemed to be  supplemented  by any provisions,  rules
and  instructions  for the conduct of fla business which may be set forth in any
rate book,  instruction  manual,  or other  publication,  or written  directives
issued  by the  Company  from  time  to  time  to the  same  extent  as if  such
provisions, rules and instructions were included herein.



REPLACEMENT
        AND
REINSTATEMENTS  

7. If a policy issued by Company is terminated and a new policy is issued on the
same life which,  in tne  judgment of the  Company,  is to take tne place of the
terminated  policy,  no  compensation  shall be allowed  thereon.  If any policy
obtained  through  you lapses and is then  restored  through  the action of some
other  person,  the  Company  will not be liable  for any  further  compensation
thereon.

ADVERTISING

8. You shall  comply with the rules of the Company and any  applicable  statutes
and governmental  regulations relating to advertising,  publicity releases,  and
the use of written or  printed  material  pertaining  to the  Company  policies,
plans, financial condition, or statements concerning production.



COMPENSATION

9. As  compensation  for the  services to be  rendered,  you will be paid at the
rates  and  under  the  conditions  set  forth in the  attached  schedule(s)  of
compensation  on premiums paid in cash and accepted by the Company for first and
subsequent policy years on account of policies issued on applications  generated
by you or your Producers, and only after the due date of the premium.

The Schedules  may be changed upon written  notice to you by the Company and any
applications  sojicfled by you shall be affected by such change thirty (30) days
after the date of such written notice.

You hereby agree that any  obligation  due from you may be offset by the Company
against  any  money  payable  to you  under  this  contract  and  that  any such
indebtedness shall be a first lien upon any funds due to you under this contract
The  Company  may,  moreover,   require  an  immediate   repayment  of  such  an
indebtedness  regardless of whether future compensation  becoming payable to you
appears to be adequate to offset such indebtedness.  In the event the Company is
required  to  pursue  formal  collection  procedure  in  order  to  collect  any
indebtedness  under the terms of this contract you agree to be  responsible  for
any expense incurred,  be it the fee of a collection agency,  attorney, or other
cost, including court cost.

In the  event  you have been  appointed  by an  affiliate  of the  Company  any
indebted  ness owing the Company may be onset by  compensation  due you from the
affiliate and any indebtedness  owing the affiliate may be onset by compensation
due you under this appointment.

REJECTIONS

10.The Company may retect any application for insurance obtained by you or your
Producers without specifying the reason therefor and return the premium thereon.

RETURN OF
PREMIUM

11.  Should the Company for any reason  return a premium on a policy,  you shall
repay to the  Company on  demand, the amount of  compensation  received  on the
premium so returned.


<PAGE>


INDEBTEDNESS

12. Any indebtedness  incurred by you or your Producers shall, in the absence of
any  agreement in writing to the  contrary,  be loans  payable  upon demand.  As
security  for any such  loans,  the  Company  shatl  have a first  lien upon any
compensation payable to you under this or any other contract between you and the
Company  and  may at any  time  deduct  from  any  such  compensation  any  such
indebtedness.

ASSIGNMENT

13. No  Assignment  of  compensation  payable  hereunder  shall be valid  unless
Accepted in writing by the Company.

INTENT NOT TO                                                     
        WAIVE

14. The failure of the Company to enforce any  provision in this contract or any
regulation it promulgates shall not constitute a waiver thereof.

TERMINATION

15.This contract shall terminate: (1) Upon your death or in the event you become
totally and permanently  disabled:  (2) Upon the giving of written notice by you
or the Company,  said notice being  delivered  personally  or mailed to the last
known address of the other party via United States mail.

In the event of termination as described above. you agree to deliver all Company
property to the Company and to repay any existing  indebtedness  to the Company.
11 tne contract  terminates  by reason of your  health,  or in the event you die
prior to receipt of all compensation due to you, compensation due, or thereafter
becoming due. shall be paid to your estate.  In the event you are a corporation,
this contract shalt. automatically terminate in the event the corporation ceases
to do  business  as a  corporation,  in  which  case  all  compensation  due and
thereafter  becoming  due to it  shall  be  payable  to its  successor  or  duly
appointed representative.

     PRIOR 
AGREEMENTS
SUPERSEDED

16.This agreement  supersedes all prior  agreements  between the Company and you
with respect to policies issued through you after the effective date hereof.

WITHDRRAWAL

17.  Company  retains the right to withdraw any policy form or withdraw from any
territory or jurisdiction.


IN WIThESS WHEREOF this appointment has been executed on this   day of  19   .



                Life Insurance Company               Name of Agency


By:                                               
     Vice President                                  Signature/Title


<PAGE>


                 LIFEINSURANCE COMPANY
Effective Date




                    GENERAL AGENT'S LIFE COMPENSATION SCHEDULE


This  schedule,  which is part of the  Agreement  to which  it is  attached,  is
applicable  to  insurance  policies  issued  by  the  Company  as  a  result  of
applications  solicited  by you and your  Produces  and payment of  compensation
contemplated or collected by the Company.  Payment of compensation is subject to
terms and  conditions  herein and as  contained  in the  Agreement to which this
Schedule is  attached.  Payment  hereunder  shall be the  percentage  of premium
collected as stated  herein if a policy is issued as a result of an  application
solicited  by  you.  Payment  hereunder  shall  be the  difference  between  the
compensation payable to you and the compensation payable to a Producer appointed
through  you if a policy is issued as a result of an  application  submitted  by
such Producer.

COMPENSATION PAYABLE

First year  compensation  is  calculated  on premiums  collected  during a first
policy year. First year compensation,  except as specified below, is not payable
on  premiums  collected  in excess of the  control  premium,  as  defined by the
Company,  nor on premiums  collected  after the first policy year as a result of
policy increases, or otherwise.

Renewal  compensation  is  calculated  on  all  premiums  in  the  second  and
subsequent  policy  years,  subject to the number of years  payable  contained
herein.

Service  fees are payable on premiums  collected  so long as you  satisfactorily
service the policies,  you are duly licensed with the state regulatory authority
of the state of residence of the involved  policy and the Agreement has not been
terminated.

Compension on  supplementary  benefits  provided by riders attached to a policy
shall be at the same percentage and for the same period of time as is applicable
to the policy itself.  No compensation  shall be payable on fiat extra premiums,
amporary or permanent. Charged by the Company.

VESTING
Upon termination of the contract Payment of compensation shall be as follows:

     1. You or your legal  successor  Shall be  entitled  to receive  first-year
compensation.

     2. In the event this contract is terminated,  (i) having been in effect for
at least two (2)  years,  or (ii)  after  the  combined  cumumulalive  firs.year
commissions earned by you and your Producers totals at least $21000, or (iii) as
a result of your death or  permanent  and total  disability.  insurance  renewal
compensation shall continue to be payable to you or your legal successor for the
periods stated herein as though this contract had not been  terminated.  subject
to the conditions contained herein.

     3.In the event your contract is terminated  prior to meeting the conditions
as outlined in two (2) above, then no further renewal compensation will be paid.

     4.  Notwithstanding  the  foregoing,  payment of such renewal  compensation
shall cease when compensation amounts to less than $500 annually.


<PAGE>

<TABLE>
<CAPTION>

                     GENERAL AGENTS SCHEDULE OF COMPENSATION

                                                                                   
<S>                                                                             <C>   <C>    
                                                                                      Service Fee
                                                    First Year                        11th Year &
     Policy Description                             Compensation     Years 2-10       Thereafter           
                                                                                   
Lifetrend Joint and Last Survivor (LS-83) (1)           75%               7%              3%    
Lifetrend III (NP-WL-86) (1)                            57%               5%              3%
Lifetrend IV (NP-END-SB) (1)                            66%               5%              3%
Lifetrend V  (NP-5-86)  (1)                             60%               5% (Years 2-5)
                                                                          3% (Years 6-10) 3%
Lifetime II (UNF-86)(2)                                 71.5%*            5%              3% 
Lifetime III (BRUNF-86) (2)                             66*(a)            5%              3%
Lifestyle I (SUN-U) (2)                                 44%*(a)           2%              2% 
Lifestyle II (SUNF-86) (2)                              44%               2%              2%
Lifetime VIP I (VIP-84) (2)                             60%               5%              5%
   Guaranteed Issue Age 40 & Over                       50%*(a)           5%              5%
Lifetime VIP II (VIP-85)(2)                             40%*(a)           3%              3%
Lifefund (SP-86)                                                                                                                 
    Age 0-69                                            4%**              0%              0%
    Age 70-80                                           2.5%**            0%              0%
Annual Renewable and Convertibe Term (T-86)             40%              25% (2nd Year)   3%
                                                                         10% (Years 3-10)
</TABLE>



*This  percentage is applicable only to premium amounts not in excess of control
premium  paid during the first policy  year.  compansation  payable for premiums
paid in excess of the control  premium shall be at the renewal rate as indicated
above.
 

(1)These products qualify for the Life Production Quality Bonus.

(2)These products qualify for the Life Production Accumulation Account Bonus.

**In the event of  termination of a policy, issued on this policy farm,  during
the first policy year, all compensation paid on such policy will be reversed and
charged to you.

(a)  If premiums in exceas of the control  premium paid the Company are returned
     to the  owner  of a policy  within  the  twelve  month  period  immediately
     following  such  payment by reason of  termination  of the policy or at the
     owner's  request  all  compensation  paid  you on  such  premiums,  will be
     reversed and charged back.

     The above  percentages are percentages of premiums  received by the Company
and credited to a policy.

BONUSES
Lifefund,  GP-21 and Annual Renewable and Convertible Term policies qualify only
for the Life Production Incentive Bonus.

All other  policy  forms  qualify for all bonuses in  accordance  with the bonus
supplements attached to your General Agent's contract.

                                   Page 2 of 2


<PAGE>


                    LIFE INSURANCE COMPANY ("Company")

Effective this___day of_____________________19_____



                                WAIVER AMENDMENT

                         LIFE PRODUCTION INCENTIVE BONUS


Thm Amendment modifies to the extent stated herein that certain Life Production
Incentive Bonus Amendment ("PIB Amendment") to the General Agent's Compensation
Agreement effective ___________________________

between the Company and ___________________________("General Agent").

In consideration of the General Agent's  commitment for production of first year
premium  applicable to life insurnace policies to be issued by the Company based
upon  applications for insurance  solicited by or through the General Agent, the
parties agree as follows: effective  ___________________________  to Company and
("General Agent").

     1. The Company  will waive that  provision  of the RIB  Amendment  limiting
     payment of any bonus due the General  Agent to  semi-annual  payments to me
     extent specilied in (2) below.

     2. The Company  will  calculate  and make payment each month to the General
     Agent  of the  amount  of  Production  Incentive  Bonus  urned  during  the
     preceding  month The  Percentage  of First Year Earned Commissions  to be
     waived will be _______%.  

     3. The General  Agent agrees that the Company may reduce the  Percentage of
     First Year Earned Commissions to be waived or terminate this Amendment,  at
     its  sate  option,  in the  event  the  General  Agent  does  not  meet his
     commitment for production of first year premium during any calendar year.

IN WTNESS  WHEREOF,  this Amendment has been executed as of the date first above
written.





____________________Life Insurance Company       ____________________________
                                                 Name of General Agent


_________________________________________        By:  _______________________
Vice President                                         Title
                                                                          
                                                  




                                                     


<PAGE>



___________________________LIFE INSURANCE COMPANY

Effective Date _________________________________
      


                   LIFE PRODUCTION ACCUMULATION ACCOUNT BONUS

TO:  ___________________________________________________________________________
     (General Agent)



Your  General  Agent's  Contract  dated  ____________________________  is hereby
amended to provide for additional compensation for you subject to the conditions
and qualifications contained herein. This amendment is not intended to change or
amend any other part or parts of mid General  Agent's  contract except as may be
set forth below.

LIFE PRODUCTION ACCUMULATION ACCOUNT BONUS
Eligibility  shall be based  upon the  quality  of the life  insurance  business
produced through your agency during time periods specified below, and the amount
of paid first year compensation  earned through your agency.  Such bonus shall
be determined and payable as follows:

(A)  Initial  qualification  for a Life  Production  Accumulation  Account Bonus
     requires that (i)90% (minimum  persistency)  of the life insurance  premium
     resulting from  applications  produced  through your Agency be in forces at
     the end of a  calendar  year,  and (ii)  that the  total  paid  first  year
     compensation  during such year be equal to an amount shown below. The bonus
     payable  will  be  the  product  of the  aggregate  of  the  amount  of the
     unborrowed accumulation accounts of all policies in force at the end of the
     calendar  year which had been  issued  during such year  multiplied  by the
     percentage  specified in the Percentage of Unborrowed  Accumulation Account
     table for the appropriate policy duration.


<TABLE>
<S>                                                                             <C>         <C>    


                                                        Policy                   Percentage of 
      Paid  First  Year Compensation                   Duration                  Unborrowed 
         In Calendar  Year*                              Years                Accumulation Account
- -----------------------------------------       ---------------------       ------------------------

     $250,000 - 499,999                                1-5                           .375%
     $250,000 - 499,999                                6-20                          .125
     $500,000 and Over                                 1-5                           .750
     $500,000 and Over                                 6-20                          .250 

</TABLE>

     *Compensation as used herein does not include any compensation  received in
     the form of a bonus.

(B)  During each subsequent calendar year after initial  qualification  pursuant
     to Paragraph A above,  provided  that in such calendar year your agency has
     not less than S250.000 of paid first year compensation,  a determination as
     to continued  qualification shall be made by determinging (i) the aggregate
     amount of annualized premium on policies, issued by the Company, based upon
     applications received through your agency and, (ii) the persistency of such
     premium at certain prescribed policy months.

                                     1 of 2


<PAGE>


     Persistency is defined as being a percentage wherein,  (i) the numerator is
     the aggregate control premium in force for all flexible premium  (universal
     life) policy forms,  plus, the aggregate  annualized  premiums in force for
     all other eligible  policy forms in force,  and (ii) the denominator is the
     aggregate of control  premium for all issued  flexable  premium  (universal
     life) policy forms, beginning with such policy forms issued in the calendar
     year of initial qualification,  plus, the aggregate annualized premiums for
     all other eligible policy forms issued,  beginning such policy forms issued
     in the calendar year of initial qualification.

As set forth in the  Compensation  schedule  attached to and made a part of your
contract,  compensation derived from certain life policy forms is not taken into
consideration  in  determining  the amount of the Life  Production  Accumulation
Account  Quality  Bonus  payable,  however,  such  compensation  is  utilized in
determining your eligibility for the Life Production Accumulation Account Bonus.
The bonus is based on a ten year rolling block of premium  subject to paid first
year compensation and minimum persistency qualification as described.

The table  below sets forth the  prescribed  policy  months and the  cumulative,
minimum   persistency   required  in  the   determination  of  subsequent  years
eligibility lot the Life Production Accumulation Account Quality Bonus.


         Calendar Years                     Policy Month               
        Following Initial                Following Initial             Minimum
          Qualification                    Qualification             persistency
        --------------------            --------------------         -----------
             Year 2                               25                      85%
             Year 3                               37                      80%
             Year 4                               49                      75%
             Year 5                               61                      70%
             Year 6                               73                      67.5%
             Year 7                               85                      65%
             Year 8                               97                      62.5%
             Year 9                              109                      60%
             Year 10                             121                      57.5%

other  than as  herein  provided,  all  provisions  of your  contract  shall  be
applicable hereto,  however,  no bonus shall be payable after termination at the
contract to which this amendment is attached.  

                                  Page 2 of 2





<PAGE>


___________________________________ LIFE INSURANCE COMPANY

Effective Date  _________________________________________





  

                             LIFE PRODUCTION INCENTIVE BONUS

 TO:  ____________________________________________________________________
      (General Agent)



Your  General  Agents  Contract  dated  ____________________________  is  hereby
amended to provide  for  additional  compensation  payable to you subject to the
conditions and qualifications  contained herein.  This amendment is not intended
to  change or amend any other  part or parts of said  General  Agent's  contract
except as may be set forth below.

You shall be eligible to receive a Ufe Production  Incentive Bonus,  hereinafter
referred to as "bonus." The bonus  shall be payable  semi-annually  during each
calendar year while this contract is in effect Eligibility will be determined by
reference to total first year life insurance  compensation earned by your agency
(the  aggregate  compensation  earned  by you and your  producers),  during  the
calendar year as a result of applications solicited by you and your producers on
policy forms eligible for this Life Production Incentive Bonus. Your eligibility
for this bonus will be determined as follows: 


                                                 Production Incentive Bonus
              Agency Paid First Year                Percentage  of Earned
           Life  Insurance  Commissions            First Year Commissions  
           -----------------------------         --------------------------

               $        12,499                               -0-
               12,500-  24,999                               12%
               25,000-  49,999                               17%
               50,000- 124,999                               21%
              125,000- 249,999                               26%
              250,000- 374,999                               27% 
              375,000- 499,999                               28%
              500,000- 749,999                               29% 
              750,000- 999.999                               30% 
            1,000,000-1,249,999                              31%
            1,250,000 1,499,999                              33%
            1,500,000-1,749,999                              35%  
            1,750,000-1,999,999                              36% 
            2,000,000+                                       37% 

 
                                   Page 1 of 2


<PAGE>


If you become eligible for a Life Production  Incentive Bonus, the amount of the
bonus  shall  be  determined  by   multiplying   the  total  earned  first  year
compensation  earned during the accounting  period by the  production  incentive
bonus  percentage  stated above.  Accounting  periods shall be for the six month
periods ending June 30 and December31 in each calendar year. A determination  of
eligibility,  and if eligible.  the payment of a production Incentive bonus than
be made to you  within  forty-five  days  following  the end of each  accounting
period.  A production  incentive  bonus will be payable for  accounting  periods
ending on June so if, during the accounting period. your agency has earned first
year compensation  equal to one of the compensation  levels set forth above. The
bonus payable will be calculated based upon the level reached. The bonus payable
for the December 31 accounting  period will be  calculated as me amount payable
for the full  calendar  year  less the  amount  of bonus  actually  paid for the
accounting period ended June 30.

As as forth in the  compensation  schedule  attached  to and made a part of your
contract, compensation derived from certain life policy forms, is not taken into
consideration  in determining the Life  Production  Incentive  Bonus.   However,
compensation on such forms is utilized in determining  your  eligibility for the
Life Production Incentive Bonus

No bonus shall be payable after termination of this contract.


                                   Page 2 of 2

<PAGE>


Exhibit 10.3.1


                                    MODIFIED

                              COINSURANCE AGREEMENT




THIS MODIFIED  COINSURANCE  AGREEMENT,  made and entered into effective  January
1,1987, by and between SOUTHWESTERN LIFE INSURANCE COMPANY ("Ceding Insurer"), a
Texas  corporation,  with principal offices located at 500 North Akard,  Dallas,
Texas 75221,  and FIRST FINANCIAL LIFE INSURANCE  COMPANY ("Life  Company"),  an
Arizona,  corporation with principal offices at 4830 West Kennedy Boulevard, One
Urban Center, Suite 595, Tampa, Florida 33609.


                                   WITNESSETH:


In  consideration of the premises and the mutual promises of the parties hereto,
and for good and valuable  consideration,  the receipt and  sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:


1.   Definitions. The following terms shall mean:


1.1  "Abatement"  means  the  termination  of the  provisions  of this  Modified
     Coinsurance  Agreement  relating  to the  cession of  additional  Insurance
     Business Modified Coinsurance Agreement.


1.2  "Accounting  Period" means each calendar  quarter  ending on March 31, June
     30, September 30, and December 31, of each year.


<PAGE>


1.3  "Beginning  Calendar Year" means the period  commencing  with the effective
     date of this Modified coinsurance Agreement and ending December 31,1987.


1.4  "Calculation Period" means the Beginning Calendar Year, the Ending Calendar
     Year and each Calendar Year occurring in between them.


1.5  "Calendar  Year" means the each twelve month period  beginning  January 1st
     and ending December 3lth.


1.6  "Ending  Calendar  Year" means the period  commencing on January 1st of the
     year in which this Modified  Coinsurance  Agreement is Abated and ending on
     the date of Abatement.


1.7  "First Year Paid Life Insurance Premiums" means the life insurance premiums
     received by the Ceding Insurer on the Policies  reinsured  hereunder during
     the  first  year  each of such  Policies  is in  effect,  exclusive  of (i)
     lump-sum cash deposits in excess of published  premium rates, (ii) premiums
     and (iii) premiums for single pay contracts..




1.8  "Gross Rate of Interest" for any  Accounting  Period shall be the amount of
     basis points over the effective annual rate of interest  credited by Ceding
     Insurer on  interest-sensitive  life  insurance  Policies  (as  hereinafter
     defined) as dictated in Schedule A by product type as  authorized by Ceding
     Insurer's  Board  of  Directors  and in  effect  on the  first  day of each
     Accounting Period.





                                        2


<PAGE>


1.9  "Gross  Investment  Income" for any  Accounting  Period  shall be an amount
     equal to:


     (a) The  Gross  Rate of  Interest  multiplied  by an  amount  equal  to (i)
     Reinsurer's  Quota Share of the Reserve  Liability at the beginning of such
     Accounting  Period less (ii) an amount equal to Reinsurer's  Quota Share of
     the  principal  amount  of  all  policy  loans  on the  policies  reinsured
     hereunder  ("Policy Loans") at the beginning of the Accounting  Period less
     (iii) any unpaid settlements due to the Ceding Insurer plus (iv) any unpaid
     settlements due to the Reinsurer;


Plus


     (b) An amount equal to Reinsurer's  Quota Share of the interest  receive by
     Ceding Insurer during such Accounting Period on all Policy Loans.


1.10 "Gross  Premium" means all of the paid premiums  received by Ceding Insurer
     on the Policies reinsured hereunder including (i) lump sum cash deposits in
     excess of published  premium rates, (ii) premiums for flexible premium life
     insurance  contracts in excess of control  premiums and (iii)  premiums for
     single pay contracts..




1.11 "Insurance  Business  Produced"  means one hundred percent (100%) of Ceding
     Insurer's liability under all insurance policies and contracts ("Policies")
     issued by Ceding Insurer on the basis of applications  solicited by General
     Agents  included in the General  Agents  list,  Exhibit A of the  Marketing
     Agreement. Only that business produced by General Agents while they are

                                       3


<PAGE>


     included  in  Exhibit A shall be reinsured  hereunder.  For  example,  if a
     General  Agent is  terminated  or  otherwise  removed from Exhibit A of the
     Marketing Agreement,  any insurance business produced by that General Agent
     after  the date of  termination  or  removal  will be  excluded  form  this
     agreement,  but insurance  business produced by that General Agent prior to
     the  date of  termination  or  removal  will  remain  in force  under  this
     agreement.


1.12 "Quota Share" means for any given Calculation Period, a fifty percent (50%)
     undivided interest in the Insurance Business Produced.


1.13 "Reserve  Liability" means the actuarial  reserves relating to the Policies
     reinsured  hereunder  as reported in Exhibit 8 of Ceding  Insurer's  Annual
     Statement  prepared on forms  prescribed  by the  National  Association  of
     Insurance   Commissioners   ("NMC  Statement").   Such  reserves  shall  be
     determined  on the  same  basis  as that  used  by the  Ceding  Insurer  in
     computing its Reserve Liability.


1.14 "Termination"  means  the  termination  of all of the  provisions  of  this
     Modified Coinsurance Agreement and includes the recapture by Ceding Insurer
     of all Policies previously reinsured hereunder.


2.   Reinsurance.  Ceding  Insurer  agrees to cede to  Reinsurer  and  Reinsurer
     agrees  to  assume  and  reinsure  from  Ceding  Insurer,   on  a  modified
     coinsurance  basis,  Reinsurer's  Quota  Share  of the  Insurance  Business
     Produced on the terms and conditions stated herein.




                                        4


<PAGE>


2.1  This Modified Coinsurance  Agreement is an indemnity  reinsurance agreement
     solely  between  the  Ceding  Insurer  and the  Reinsurer  and,  except  as
     otherwise  provided herein, the performance of the obligation of each party
     hereunder shall be rendered solely to the other party.  Except as otherwise
     provided  herein,  no person other than Ceding Insurer and Reinsurer  shall
     have any rights under this  Modified  Coinsurance  Agreement and the Ceding
     Insurer shall be and remain solely liable to any insured,  policyowner,  or
     beneficiary under the Policies reinsured hereunder.


2.2  Reinsurer  shall,  except  for  Reserves,  Policy  Loans and  Policy  Issue
     Expenses and Policy Maintenance Expenses, share with the Ceding Insurer, on
     the basis of  Reinsurer's  Quota  Share,  in all  transactions  relating to
     Policies reinsured hereunder, including, without limitation:


     (a)  All Premium transactions effected;


     (b)  All  commissions,  fees and bonuses  paid to or for the benefit of the
          General Agents.


     (c)  All policy benefits paid.


     (d)  All policyholder dividends paid.


     (e)  All premium taxes paid.


     (f)  All nonforfeiture benefits paid.




                                        5


<PAGE>


2.3  Except as provided  herein,  the liability of Reinsurer with respect to the
     Policies reinsured  hereunder shall begin and end  simultaneously  with the
     liability of the Ceding Insurer.


2.4  Reinsurer's  Quote Share of  reinsurance  hereunder  shall be maintained in
     force as to the Policies  reinsured  hereunder without reduction so long as
     the amount of insurance  for which the Ceding  Insurer is  obligated  under
     such Policies remains in force without reduction.


3.   Reserves. Ceding Insurer shall be solely responsible for furnishing all for
     the assets  necessary  to satisfy the  Reserve  Liability  on the  Policies
     reinsured hereunder ("Reserves").


3.1  Ceding Insurer shall retain ownership of all assets held as Reserves on the
     Policies reinsured  hereunder and Reinsurer shall have no legal,  equitable
     or security interest in such assets.


3.2  Reinsurer  shall not participate in any long or short term capital gains or
     losses  incurred by Ceding  Insurer with respect to such assets and no part
     of any such gains and losses of Ceding Insurer from, or considered as being
     from, the sale or exchange of any asset shall be treated as gains or losses
     from the sale or exchange of assets owned by or belonging to the Reinsurer.


3.3  Reinsurer shall be solely responsible for paying all Federal,  State by the
     Ceding Insurer to the Reinsurer hereunder.






                                        6


<PAGE>


4.   Expenses.  Except as otherwise  provided herein,  Ceding Insurer shall bear
     all  expenses  relating to the  issuance  and  maintenance  of the Policies
     reinsured hereunder.


4.1  For purposes of this Modified Coinsurance Agreement,  Policy Issue Expenses
     (herein  so-called)  for each new  Policy  reinsured  hereunder  and Policy
     Maintenance Expenses (herein so-called) for each Policy reinsured hereunder
     are detailed in Schedule A (attached). Reinsurer shall reimburse the Ceding
     Insurer for Policy  Issue  Expenses and Policy  Maintenance  Expenses in an
     amount  equal  to  Reinsurer's  Quote  Share  of  the  Policies   reinsured
     hereunder,  expressed as a percentage of the Policy Issue  Expenses and the
     Policy Maintenance Expenses.


4.2  Service  Fees shall be paid by the  reinsurer as detailed in Exhibit B, the
     Administrative Services Agreement, as long as the business described herein
     remains in force.


5.   Payments by Ceding Insurer. Within 60 days after the end of each Accounting
     Period,  Ceding  Insurer  shall  deliver to  Reinsurer an  accounting  with
     respect to all Policies reinsured hereunder and Ceding Insurer shall pay to
     Reinsurer the sum of:


     (a)  Reinsurer's Quota Share of Gross Premiums for such Accounting Period.


     (b)  The Gross Investment Income for such Accounting Period.


     (c)  Reinsurer's  Quota Share of any decrease in Reserve Liability for such
          Accounting Period.

                                        7


<PAGE>


5.1  All sums due Reinsurer shall be offset, to the extent  applicable,  against
     all sums due Ceding Insurer under Paragraph 6 below.


6.   Payments  by  Reinsurer.  Within 60 days  after the end of each  Accounting
     Period, Reinsurer shall pay Ceding Insurer the sum of:


     (a)  Reinsurer's  Quota Share of all  disbursements  made by Ceding Insurer
          with respect to the Policies for such Accounting  Period,  (other than
          disbursements  relating to Policy Issue Expenses,  Policy  Maintenance
          Expenses,  Reserves and Policy Loans) including,  without  limitation,
          all  death  benefits,   nonforfeiture  benefits,  matured  endowments,
          disability waiver of premium benefits,  policyholder dividend, premium
          taxes,  commissions and bonuses and Reinsurer  agrees that it will pay
          all costs and expenses  incurred by it or on its behalf in  connection
          with the  retrocession  of any  liability  on the  Policies  reinsured
          hereunder.


     (b)  Reinsurer's  Quota  Share of all  Policy  Issue  Expenses  and  Policy
          Maintenance Expenses for such Accounting Period.


     (c)  Reinsurer's Quota Share of all increases in Reserve Liability for such
          Accounting Period.


6.1  All sums due  ceding  insurer  shall be offset,  to the extent  applicable,
     against all sums due Reinsurer under Paragraph 5 above.




                                        8


<PAGE>


7.   Retrocession.  The  Reinsurer's  risk in  excess of he  Reinsurer's  normal
     retention should be addressed in Exhibit C, Reinsurance Agreement.


8.   Oversight.  It is understood  and agreed that if failure to comply with any
     terms of this Modified  Coinsurance  Agreement is shown to be unintentional
     and the result of  misunderstanding  or oversight on the part of either the
     Ceding Insurer or Reinsurer, both the Ceding Insurer and Reinsurer shall be
     restored   to  the   position   they   would  have  been  in  had  no  such
     misunderstanding or oversight occurred.


9.   Reinstatement.  If a Policy  reinsured  hereunder lapses for non payment of
     premium and is  subsequently  reinstated  by the Ceding  Insurer  under its
     regular rules, Reinsurer will automatically  reinstate its reinsurance with
     respect to such Policy.  The Ceding Insurer will promptly notify  Reinsurer
     regarding  any such  reinstatement  and will pay to reinsurer  its share of
     premiums in arrears,  with interest at the same rate and in the same manner
     as receive by the Ceding Insurer in connection with the reinstatement.


10.  Misstatement  of Age. If there is an increase  or  reduction  in any Policy
     reinsured  hereunder  because of an overstatement or  understatement of age
     being  established  either  before or after the death of the life  insured,
     Ceding  Insurer and Reinsurer  shall share in such increase or reduction in
     proportion to their respective liabilities under the Policy.




11.  Settlement of Claims. The Ceding Insurer shall give Reinsurer prompt notice
     of any claim submitted on a Policy reinsured hereunder and prompt notice of
     any investigation conducted or any legal proceedings instituted

                                        9


<PAGE>


     in connection  therewith.  The Ceding shall keep  Reinsurer  advised of all
     subsequent  developments  relating to any such  claim.  Copies of proofs or
     other documents  bearing on any such claim,  investigation,  or proceedings
     shall be furnished to Reinsurer upon request. For life and accidental death
     benefit  claims,  Reinsurer  will pay its Quota  Share in a lump sum to the
     Ceding Insurer unless the benefit is to be paid to the  beneficiary  over a
     period of time,  in which case  Reinsurer  shall pay its Quota Share to the
     Ceding Insurer form time to time as the Ceding Insurer makes payment to the
     beneficiary.  For a waiver of premium disability claim,  Reinsurer will pay
     its Quota Share of each year's premium waived by Ceding Insurer.  Reinsurer
     will  accept the  decision  of the Ceding  Insurer on payment of a claim or
     settlement of a suit arising from Policies  reinsured  hereunder,  provided
     that  with  respect  to any  claim or  settlement  equal to or in excess of
     $500,000 or  relating to any Policy on which  Reinsurer  has  reinsured  50
     percent or more of the Ceding Insurer's liability, the Ceding Insurer shall
     not accept or settle  such claim  without the prior  consent of  Reinsurer,
     which consent shall not be unreasonably withheld or delayed.


11.1 The  Ceding  Insurer  will  give  Reinsurer  prior  written  notice  of its
     intention  to  contest,   compromise,   or  litigate  any  claim  involving
     reinsurance hereunder.  Reinsurer will pay its share of the expense of such
     contest in addition to its share of the claim itself  unless  within twenty
     days of receipt of such  notice it advises  the Ceding  Insurer  that it is
     willing to pay its Quota Share of such claim in full. In the event that the
     Ceding  Insurer  contests  or  litigates  a claim  with  respect  to  which
     Reinsurer has so advised the Ceding Insurer, Reinsurer shall not be


     lesser of (a) its original Quota Share of such claim, not including

                                       10


<PAGE>


     associated  expenses,  of (b) its Quota  Share of the amount for which such
     claim is actually settled plus associated expenses.


11.2 Reinsurer will, at the request of the Ceding Insurer, advise and assist the
     Ceding Insurer with respect to any claim in its  determination of liability
     and on  suitable  procedures  to follow in order to contest  or  litigate a
     claim of doubtful validity.


11.3 Reinsurer  shall not be liable for any portion of any punitive or exemplary
     damages,  penalties,  or fines imposed on the Ceding  Insurer in connection
     with any claims with respect to which  Reinsurer has advised Ceding Insurer
     as set forth in Section 11.1. Reinsurer shall not be liable for any damages
     assessed  against  the Ceding  Insurer  arising  out of its  conduct in the
     investigation,  negotiation,  defense,  or  handling  of any such claims or
     suits  connected there with or for any loss arising from fraud or bad faith
     on the part of the Ceding Insurer.


12.  Inspection  of Records.  Each party shall have the right at any  reasonable
     time during normal  business  hours to inspect,  at the office of the other
     party all books and documents  relating to reinsurance  under this Modified
     Coinsurance Agreement.


13.  Arbitration.  It is the  intention  of the parties  hereto that customs and
     usages of the  business  of  reinsurance  shall be given full effect in the
     interpretation of this Agreement. The parties shall act in all matters with
     the utmost good  faith.  All  disputes,  controversies,  claims,  and other
     matters in question  between the parties hereto arising in connection  with
     this  Agreement or the breach  thereof  shall be  submitted to  arbitration
     pursuant to the following procedure:

                                       11


<PAGE>


(i)  Any party  hereto may make a written  demand  ("Demand")  for  arbitration,
     which Demand shall include a statement of the matter in controversy and the
     appointment  of an arbitrator by the demanding  party.  Such Demand must be
     served on all of the parties  hereto and must be made  within a  reasonable
     time  after the  controversy,  claim,  dispute,  breach or other  matter in
     question has arisen, but no event after the time when institution for legal
     or equitable proceedings based on such controversy,  claim, dispute, breach
     or other matter in question  would be barred by the  applicable  statute of
     limitations.


(ii) Within ten (10) days after such Demand,  the  responding  party  shall,  by
     written notice served on the demanding party,  appoint a second arbitrator.
     Should  the  responding  party  fail to  appoint  a  second  arbitrator  as
     aforesaid,  the  arbitrator  appointed by the demanding  party shall be the
     sole arbitrator.  Otherwise,  a third arbitrator shall be appointed by such
     two arbitrators  within fourteen (14) days of the appointment of the second
     arbitrator. Should the two arbitrators appointed by the parties not be able
     to agree upon a choice of a third  arbitrator,  then such appointment shall
     be made by the  President of the American  Council of Life  Insurance.  All
     arbitrators  shall  be  officers  of life  insurance  companies;  provided,
     however,  that no arbitrator shall be an officer,  director, or stockholder
     of the parties hereto.






                                       12


<PAGE>


(iii)The arbitration proceeding shall be governed by and conducted in accordance
     with  the  procedural  rules  of  the  American   Arbitration   Association
     applicable to commercial arbitration except as expressly provided otherwise
     herein.  Ex  parte  communication  between  any  party  and any  arbitrator
     subsequent to the appointment of the third arbitrator shall be prohibited.


(iv) The  arbitration  hearing  shall  be  held  at  a  place  selected  by  the
     arbitrators.  The award thereon shall be made within twenty (20) days after
     conclusion  of the hearing  pursuant to a decision  by majority  vote.  The
     award rendered by the arbitrators shall be in writing, final, unappealable,
     binding  on  all  parties  and   enforceable  in  any  court  of  competent
     jurisdiction.  The cost of such arbitration proceeding,  including the fees
     of  arbitrators,  shall be borne by the losing party unless the arbitrators
     decide otherwise. The parties stipulate that the provisions hereof relating
     to  arbitration  shall  be a  complete  defense  to any  Suit,  action,  or
     proceeding  instituted  in any federal,  state or local court or before any
     administrative tribunal with respect to any controversy or dispute which is
     within the scope of this Paragraph 13. The  arbitration  provisions  hereof
     shall survive the termination of this Agreement.


14.  Insolvency.  In the event of the  insolvency  of the  Ceding  Insurer,  all
     reinsurance  shall be payable  directly  to the  liquidator,  receiver,  or
     statutory  successor of said Ceding Insurer,  without diminution because of
     the  insolvency  of  the  Ceding  Insurer'  provided,   however,  that  any
     obligations of the Ceding Insurer to Reinsurer  shall be offset against the
     obligations of Reinsurer to Ceding Insurer.

                                       13


<PAGE>


14.1 In the event of the  insolvency  of the  Ceding  Insurer,  the  liquidator,
     receiver,  or  statutory  successor  of the Ceding  Insurer  shall give the
     Reinsurer written notice of the pendency of any claim on a Policy reinsured
     within a reasonable  time,  to be less than thirty days after such claim is
     filed in the insolvency proceeding.  During the pendency of any such claim.
     Reinsurer may investigate  such claim and in the name of the Ceding Insurer
     (or its  liquidator,  receiver,  or  statutory  successor),  but at its own
     expense,  interpose in the proceeding where such claim is to be adjudicated
     any defense or defenses  which it may deem  available to the Ceding Insurer
     or its liquidator, receiver, or statutory successor.


14.2 Any expense thus  incurred by  Reinsurer  shall be  chargeable,  subject to
     court  approval,  against  the  Ceding  Insurer  as part of the  expense of
     liquidation to the extent of a proportionate share of the benefit which may
     accrue to the Ceding Insurer  solely as a result of the defense  undertaken
     by Reinsurer.  Where two or more reinsurers are  participating  in the same
     claim and a majority in interest  elect to  interpose a defense or defenses
     to any such claim, the resulting expense shall be apportioned in accordance
     with the terms of the reinsurance agreement as though such expense had been
     incurred by the Ceding Insurer.


15.  Abatement. This Modified Coinsurance Agreement may be abated:


     (a)  By the mutual consent of the Ceding Insured and Reinsurer; or

     (b)  By Ceding Insurer upon thirty (30) days written notice to Reinsurer;

     (c)  By Reinsurer upon thirty (30) days written notice to Ceding Insurer.

                                       14


<PAGE>


16.  Termination. This Modified Coinsurance Agreement may only be terminated:


     (a)  By the mutual consent of the Ceding Insurer and the Reinsurer; or


     (b)  By  Ceding  Insurer  in the  event  of a  material  breach  hereof  by
          Reinsurer  and such breach is not cured or  eliminated  within  thirty
          (30) days after receipt of written  notice  thereof to Reinsurer  form
          Ceding Insurer; or


     (c)  By  Reinsurer  in the  event of a  material  breach  hereof  by Ceding
          Insurer and such breach is not cured or eliminated  within thirty (30)
          days after receipt of written  notice  thereof to Ceding  Insured from
          Reinsurer.


     17.  Waiver. No delay or omission by any party hereto to exercise any right
          or power arising upon any  noncompliance or default by any other party
          with  respect  to  any of  the  terms  of  this  Modified  Coinsurance
          Agreement  shall  impair any such right or power to be  construed as a
          waiver  thereof.  A  waiver  by any  of the  parties  hereto  for  the
          fulfillment of any of the covenants,  conditions,  or agreements to be
          performed  by any other shall not be  construed  to be a waiver of any
          succeeding  breach  hereof  or of any  other  covenant,  condition  or
          agreement herein contained All remedies  provided for in this Modified
          Coinsurance  Agreement  shall be  cumulative in addition to and not in
          lieu of any other remedies available to any party at law, in equity or
          otherwise.




                                       15


<PAGE>


     18.  Amendments.  This Modified  Coinsurance  Agreement may not be amended,
          nor shall any waiver,  change,  modification,  consent or discharge be
          effected,  except by an  instrument  in writing  duly  executed by the
          parties hereto or their respective successors or permitted assigns.


     19.  Approvals,  Consent,  etc. In any instance where  agreement,  approval
          acceptance  or consent of any party is  required by any  provision  of
          this  Modified  Coinsurance  Agreement,   such  action  shall  not  be
          unreasonably delayed or withheld.


     20.  Force  Majeure.  Ceding  Insurer or  Reinsurer  shall be excused  from
          performance  hereunder  for any period when either is  prevented  from
          performing any services to be provided hereunder, in whole or in part,
          as a result of an Act of God,  fire,  war,  civil  disturbance,  court
          order,  insurance department regulatory order, labor dispute, or other
          cause beyond its reasonable control, and such nonperformance shall not
          be a ground for Termination  hereof or assertion of default hereunder.
          In the event either  party  hereto  shall be excused from  performance
          under  this  provision,  said  party  shall  use its best  efforts  to
          provide,  directly  or  indirectly,  alternative  and,  to the  extent
          practicable, equivalent fulfillment of its obligations hereunder.


     21.  Severability.  If any provision of this Modified Coinsurance Agreement
          is  declared  or found  to be  illegal,  unenforceable  or void by any
          administrative   agency,   regulatory  body,  or  court  of  competent
          jurisdiction,  such finding shall not affect the remaining  provisions
          of this  Modified  Coinsurance  Agreement,  and all  other  provisions
          hereof shall remain in full force and effect.

                                       16


<PAGE>


     22.  Miscellaneous.


          (a)  Assignments.  This  Agreement  shall be  binding  on the  parties
               hereto and their respective successors and permitted assigns, but
               no party may assign  this  Agreement  without  the prior  written
               consent of the other parties.


          (b)  Counterparts.  This  Agreement  may be  executed  in two or  more
               counterparts,  each of which shall be deemed an original, but all
               of  which  taken  together  shall  constitute  one and  the  same
               instrument.


          (c)  Section Headings. The headings set forth herein are for reference
               purposes  only and shall not in any way  affect  the  meaning  or
               interpretation of this Agreement.


          (d)  Waiver.  No delay or omission by any party hereto to exercise any
               right or power arising upon any  noncompliance  or default by any
               other  party with  respect to any of the terms of this  Agreement
               shall  impair any such right or power or be construed as a waiver
               thereof. A waiver by any of the parties hereto of the fulfillment
               of any of the covenants, conditions or agreements to be performed
               by  any  other  shall  not be  construed  to be a  waiver  of any
               succeeding breach thereof or of any other covenant,  condition or
               agreement  herein  contained.  All remedies  provided for in this
               Agreement  shall be  cumulative in addition to and not in lieu of
               any other  remedies  available  to any party at law, in equity or
               otherwise.



                                       17


<PAGE>


          (e)  Governing Law. This Agreement  shall be governed by and construed
               and enforced in accordance with laws of the State of Texas.




     IN  WITNESS   WHEREOF,   the  parties  hereto  have  caused  this  Modified
     Coinsurance  Agreement  to be  signed  and  delivered  by their  respective
     officers  thereunto  duly  authorized,  all as the date  first  hereinabove
     written.



Attest:                                   SOUTHWESTERN  LIFE  INSURANCE  COMPANY



/s/                 6/12/91               By:  /s/                   6/12/91
- ---------------------------                    ------------------------------
Sr. Vice President-Finance                     President
        


Attest:                                  FIRST  FINANCIAL LIFE INSURANCE
                                         COMPANIES, INC.


                                         By: /s/
- --------------------------                       --------------------------- 
Secretary                                         President  



















                                       18


<PAGE>



Exhibit 10.3.2


                                    EXHIBIT C

                              REINSURANCE AGREEMENT




This REINSURANCE AGREEMENT, made and entered into by and between FIRST FINANCIAL
LIFE  INSURANCE  COMPANY  ("Life  Company"),  an Arizona  stock  life  insurance
corporation  with principal  offices at 4830 West Kennedy  Boulevard,  One Urban
Center,  suite 595, Tampa, Florida 33609 and SOUTHWESTERN LIFE INSURANCE COMPANY
("SWLIC"),  a Texas  corporation,  with principal  offices  located at 500 North
Akard, Dallas, Texas 75221.


                                  WITNESSETH:


The  Life  Company  and  SWLIC  mutually  agree to  reinsure  on the  terms  and
conditions set out below.  This agreement is solely between the Life Company and
SWLIC,  and  performance  of the  obligations of each party under this agreement
shall be rendered  solely to the other party.  In no instance shall anyone other
than the Life Company or SWLIC have any rights under this agreement.


ARTICLE I. AUTOMATIC REINSURANCE


1.   Insurance.  The Life  Company will cede  (retrocede)  and SWLIC will accept
     reinsurance  under  policies  which are  written  by SWLIC and quota  share
     reinsured to the Life Company under a Modified Coinsurance  Agreement whose
     effective  date is January  1,  1987.  When the Life  Company  retains  its
     maximum  limit of  retention,  as shown in Schedule A,  attached,  the Life
     Company will retrocede (cede) and SWLIC will accept, automatically, amounts
     in excess of the Life Company's retention.


<PAGE>


     If SWLIC reinsures a portion of the mortality risk on any given  individual
     such  that its  total  retained  risk on that  individual  is less than its
     maximum  retention  limit,  then the remaining risk will be shared with the
     Life Company in proportion to SWLIC respective  maximum  retention  limits.
     For example, if SWLIC has a maximum retention of $500,000 on any given life
     and it issues a $521,000  policy,  of which  $500,000 is  reinsured  with a
     third party reinsurer, the remaining mortality risk will be shared with the
     Life  Company in direct  proportion  to the  companies'  maximum  retention
     limits.  The Life Company will keep  50,000/500,000 of the $21,000 retained
     risk, or $2,100 and SWLIC will keep 450,000/500,000 of the $21,000 retained
     risk, or $18,900.


2.   Coverages.  Life  insurance,  waiver of premium  disability  benefit for an
     amount not greater  than the  corresponding  life  insurance,  and benefits
     under  associated  riders are  exclusively the coverages or risks reinsured
     automatically under Paragraph 1 (to the extent that limits are specified in
     Schedule A, attached).  The life insurance includes both basic policies and
     term riders providing life insurance protection.


3.   Regular Limits of Retention.  The regular  limits of retention  detailed in
     Schedule A and  referred to in this  agreement  may be modified by the Life
     Company  by thirty  (30)  days'  written  notice to  SWLIC.  The  amount of
     reinsurance  to be ceded and  accepted  automatically  after the new limits
     take effect will be determined by mutual agreement.


4.   Procedures  to Effect  Reinsurance.  SWLIC  will  notify  the Life  Company
     quarterly  of all new policies  assumed by the Life Company  where the Life
     Company's  quota  share  of the face  amount  exceeds  the  Life  Company's
     retention

                                        2


<PAGE>


     limit as detailed in Schedule A. These policies will be automatically ceded
     (retroceded) to SWLIC.



1.   Automatic  Reinsurance  Liability.  The liability of SWLIC on any automatic
     reinsurance  under this agreement  begins and ends at the same time as that
     of the Life Company.


ARTICLE III. AMOUNT OF INSURANCE


1.   Amounts. Life insurance under this agreement shall be on a Yearly Renewable
     Term  plan for the  amount  at risk  under the  policy  reinsured.  For the
     purpose  of this  agreement,  the  amount at risk  shall be  defined at the
     difference  between the face amount of  reinsurance  and the  corresponding
     cash value (taken to the nearest dollar) as of the end of such policy year.


     When the original policy is issued on a level term plan for twenty years or
     less or on a reducing  term plan for any period of years,  the  reinsurance
     shall  be  for  the  face  amount,  and  cash  values,  if  any,  shall  be
     disregarded.  If desired, amount at risk may be determined by other methods
     agreeable to the Life Company and SWLIC.  Reinsurance amounts for waiver of
     premium disability benefit,  for additional  indemnity for accidental death
     or death by accidental  means, and for benefits under associated riders are
     on the same basis as the coverages assumed by the Life Company.




                                        3


<PAGE>


2.   Reductions and Terminations. Reinsurance amounts are calculated in terms of
     coverages on the life of a person. If any of the Life Company's policies or
     riders on the person are reduced or  terminated,  the  reinsurance  will be
     reduced or terminated by the corresponding  amount.  The reduction will not
     be applied,  however,  to force the Life Company to reassume  more than its
     regular  retention  limit at the time of the  reduction  for age at  issue,
     mortality  rating and form of the policy or policies for which  reinsurance
     is being terminated.


3.   Reinstatements.  A policy  which  has been  ceded to SWLIC on an  automatic
     basis,  that was  reduced,  terminated  or lapsed,  if  reinstated  will be
     reinstated  automatically  to the  amount  that  would be in force  had the
     policy not been reduced, terminated or lapsed.


     In  connection  with all such  reinstatements,  the Life Company  shall pay
     SWLIC all  reinsurance  premiums in arrears with  interest at the same rate
     and in like manner as the Life Company has been credited under its Modified
     Coinsurance Agreement with SWLIC.


4.   Nonforfeiture  Benefits.  Reduced paid-up will be treated as a reduction in
     accordance  with  Paragraph 2 above.  Extended  term will be continued on a
     basis proportionate to the reinsurance risk before the extended term option
     was effected. Approximations and methods to simplify handling may be agreed
     upon by the Life Company and SWLIC.






                                        4


<PAGE>


ARTICLE IV. PREMIUMS


1.   Life  Insurance.  Premiums per $1,000 for life insurance  rated standard by
     age and  duration  are given in  Schedule  B. The  premiums  per $1,000 are
     applied to the amount of life  reinsurance  as outlined  in Article  111.1.
     When a flat  extra  premium is  charged  on a policy,  whether  alone or in
     addition to a premium based on a multiple table,  the Life Company will pay
     this  premium on the  reinsurance  amount in  addition  to the  standard or
     multiple table premium for the rating and plan of reinsurance.


2.   Disability and Payor  Benefits.  Premiums for waiver of premium  disability
     benefit  and for  payor  benefit  will be paid at the same rate as the Life
     Company has been credited for the benefit on which  reinsurance in SWLIC is
     based.


3.   Preliminary  Term  Insurance.  If the Life  Company  issues  a policy  with
     preliminary  term insurance,  the  reinsurance  premium for the preliminary
     term  period  will be paid to SWLIC at the same rate the Life  Company  has
     been credited for the policies on which reinsurance in SWLIC is based. This
     rule applies to all benefits under the preliminary term insurance.  For the
     first policy year after the preliminary  term period,  the premiums for all
     benefits will be computed at first year rates.


4.   Payments.  Premiums are payable quarterly in advance The Policy fee will be
     payable  prorata each quarter.  If  reinsurance  is reduced,  terminated or
     increased by reinstatement  during the quarter,  prorata adjustment will be
     made by SWLIC and the Life Company on all premium items except policy fees.

                                        5

<PAGE>


Exhibit 10.3.3

                                    EXHIBIT B

                         ADMINISTRATIVE SERVICES AGREEMENT




This  Administrative  Services Agreement made and entered into effective January
1, 1987, by and between  FACILITIES  MANAGEMENT  INSTALLATION  (FMI), a Delaware
corporation,  with its  principal  Texas  offices  located  at 500 North  Akard,
Dallas,  Texas 75221,  and FIRST FINANCIAL LIFE INSURANCE ("Life  Company"),  an
Arizona stock life insurance  corporation  with  principal  offices at 4830 West
Kennedy Boulevard, One Urban Centre, Suite 595, Tampa, Florida 33609.


                                   WITNESSETH:


WHEREAS,  Southwestern Life Insurance Company ("SWLIC") and Life Company entered
into a Modified  Coinsurance  Agreement (herein so-called) of even date herewith
under which,  among other things, FMI and Life Company agreed to enter into this
Administrative Services Agreement.


NOW, THEREFORE,  in consideration of the premises and the mutual promises of the
parties  hereto,  and for good  and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:


1.   Definitions.  All terms used in the Modified  Coinsurance  Agreement  shall
     have the same meaning in this Agreement unless otherwise indicated herein.


<PAGE>


2.   Administrative  Services.  FMI  agrees  to  provide  to  Life  Company  all
     administrative  services  and to perform all  functions  necessary to fully
     process,  administer  and account for all  Insurance  Business  issued as a
     result of  applications  solicited  by General  Agents  which is  insurance
     business ceded by SWLIC to and reinsured by Life Company under the Modified
     Coinsurance  Agreement  between  Life  Company  and SWLIC  (the  "Reinsured
     Business").  Such  administrative  services and  functions  shall  include,
     without   limitation,   all  necessary   actuarial,   premium  billing  and
     collections,  accounting,  financial reporting,  regulatory  compliance and
     claims services  required to fully process,  administer and account for all
     of the Reinsured Business.  Notwithstanding any provision herein, FMI shall
     not be  obligated  hereunder  to  process,  administer  or account  for any
     individual cession reinsurance.


3.   Service Fee. As consideration for rendering the administrative services and
     performing  the  functions  specified  in  Paragraph 2 above,  Life Company
     agrees to pay to FMI a Service Fee (herein  so-called) equal to five-tenths
     of one  percent  (.5%) of  premiums  at the  beginning  of each  accounting
     period.  For purposes of this calculation,  premiums in force shall consist
     of (i)  annualized  premiums  for all  fixed  premium  policies  in  force,
     excluding  single premium whole life and (ii) units in force  multiplied by
     the control  premium at date of issue for all universal life policies.  The
     Service Fee shall be payable to FMI within sixty (60) days after the end of
     each Accounting Period as defined in the Modified Coinsurance Agreement and
     shall  constitute  full  compensation  to FMI  for  the  rendition  of such
     administrative  services and the performance of such  functions,  including
     FMI's costs and expenses related to





                                        2


<PAGE>


     such services.  Such Service Fee shall be payable to FMI in addition to any
     fees,  expenses or  allowances  payable by Life  Company to SWLIC under the
     Modified Coinsurance Agreement.  In the event that such payment would be in
     violation of applicable  insurance or state laws,  FMI shall not accept the
     payment and shall be released from future obligations under this Agreement.


4.   Investments.  As part of the  consideration  for the  Service  Fee,  and if
     requested by Life  Company's  Board of Directors,  FMI agrees to invest the
     assets of Life Company in accordance  with the directions of Life Company's
     Board of Directors.


5.   Supervision of Life Company.  All services performed by FMI hereunder shall
     at all times be subject to the  review,  control  and  supervision  of Life
     Company's  Board  of  Directors,   including,   without  limitation,   such
     reasonable budgetary restrictions as Life Company's Board of Directors may,
     from time to time,  establish.  FMI  shall at all times act in a  fiduciary
     capacity with respect to Life Company. FMI shall prepare and submit to Life
     Company  such reports as to services  provided  and costs  incurred as Life
     Company may reasonably  request.  FMI shall allow  representatives  of Life
     Company to inspect and copy, at all reasonable  times,  FMI's financial and
     other records pertaining to services provided to Life Company.


6.   Third Party Agreements.  Life Company  acknowledges that FMI may, as a part
     of its normal  business,  perform  similar  services and  functions for its
     affiliates and for other non-affiliated third parties ("Other Parties") and
     that FMI may





                                        3


<PAGE>


     utilize the same office  space,  equipment  and  personnel  to perform such
     services and functions for its  affiliates and Other Parties as it utilizes
     to perform such services and functions for Life Company.


7.   Responsible  Officer.  Life Company shall designate an officer who shall be
     authorized to direct FMI in the performance of its duties hereunder.


8.   Other  Business.  Upon the written  request of Life Company,  FMI agrees to
     enter  into  a  separate   agreement  with  Life  Company  to  provide  all
     administrative  services  and to perform all  functions  necessary to fully
     process,  administer and account for other insurance  business which may be
     ceded to and reinsured by Life Company or written directly by Life Company;
     provided,  however, that FMI shall not be obligated to administer,  process
     or account for any individual cession reinsurance. As consideration for the
     rendition  of such  services,  Life  Company  shall  agree to pay to FMI an
     amount equal to FMI's actual cost of rendering such services plus an amount
     equal to 25% of such actual costs.


9.   Termination.  This  Agreement may not be terminated  until such time as the
     Modified  Coinsurance  Agreement  between  SWLIC and Life Company have been
     terminated, after which this Agreement may only be terminated:


          (a)  By the mutual consent of the parties hereto;

 or






                                        4


<PAGE>


          (b)  By FMI in the event of a material  breach  hereof by Life Company
               and such  breach is not cured or  eliminated  within  thirty (30)
               days after receipt of written notice thereof to Life Company from
               FMI;

or

          (c)  By Life Company in the event of a material  breach  hereof by FMI
               and such  breach is not cured or  eliminated  within  thirty (30)
               days  after  receipt of  written  notice  hereof to FMI from Life
               Company.


10.  Miscellaneous.


          (a)  Assignments.  This  Agreement  shall be  binding  on the  parties
               hereto and their respective successors and permitted assigns, but
               no party may assign  this  Agreement  without  the prior  written
               consent of the other parties.


          (b)  Counterparts.  This  Agreement  may be  executed  in two or  more
               counterparts,  each of which shall be deemed an original, but all
               of  which  taken  together  shall  constitute  one and  the  same
               instrument.


          (c)  Section Headings. The headings set forth herein are for reference
               purposes  only and shall not in any way  affect  the  meaning  or
               interpretation of this Agreement.








                                        5


<PAGE>


          (d)  Waiver.  No delay or omission by any party hereto to exercise any
               right or power arising upon any  noncompliance  or default by any
               other  party with  respect to any of the terms of this  Agreement
               shall  impair any such right or power to be construed as a waiver
               thereof. A waiver by any of the parties hereto of the fulfillment
               of  any  of  the  covenants,  conditions,  or  agreements  to  be
               performed  by any other shall not be  construed to be a waiver of
               any  succeeding   breach  thereof  or  of  any  other   covenant,
               condition,  or agreement herein contained.  All remedies provided
               for in this Agreement  shall be cumulative in addition to and not
               in lieu of any other  remedies  available to any party at law, in
               equity or otherwise.


          (e)  Amendments.  This  Agreement  may not be  amended,  nor shall any
               waiver, change,  modification,  consent or discharge be effected,
               except by an  instrument  in writing duly executed by the parties
               hereto or their respective successors or permitted assigns.


          (f)  Relationship of Parties.  In furnishing services to Life Company,
               FMI shall be deemed  to be acting as an  independent  contractor.
               FMI does not undertake by this  Agreement or otherwise to perform
               any   obligation   of  Life   Company,   whether   regulatory  or
               contractual,  except as provided herein.  FMI shall not be deemed
               to be joint venturer with, or an employee of, Life Company.








                                        6


<PAGE>


          (g)  Approvals.  Consents.  etc.  In  any  instance  where  agreement,
               approval,  acceptance  or consent or any party is required by any
               provision   of  this   Agreement,   such  action   shall  not  be
               unreasonably delayed or withheld.


          (h)  Force  Majeure.  FMI  or  Life  Company  shall  be  excused  from
               performance  hereunder  for any period when  either is  prevented
               from performing any services to be provided  hereunder,  in whole
               or in  part,  as a  result  of an Act of God,  fire,  war,  civil
               disturbance,  court order, insurance department regulatory order,
               labor dispute,  and such nonperformance shall not be a ground for
               termination  hereof or  assertion  of default  hereunder.  In the
               event FMI shall be excused from performance under this provision,
               FMI  shall  use  its  best   efforts  to  provide,   directly  or
               indirectly,   alternative   and,   to  the  extent   practicable,
               equivalent fulfillment of its obligations hereunder.


          (i)  Severability.  If any provision of this  Agreement is declared or
               found to be illegal,  unenforceable or void by any administrative
               agency, regulatory body, or court of competent jurisdiction, such
               finding  shall  not  affect  the  remaining  provisions  of  this
               Agreement,  and all other provisions  hereof shall remain in full
               force and effect.


          (j)  Arbitration.  All  disputes,  controversies,  claims,  and  other
               matters  in  question  between  the  parties  hereto  arising  in
               connection  with this  Agreement  or the breach  hereof  shall be
               submitted to  arbitration  pursuant to the procedure set forth in
               Paragraph 8. of the Modified Coinsurance Agreement.




                                        7


<PAGE>


          (k)  Governing Law. This Agreement  shall be governed by and construed
               and enforced in accordance with laws of the State of Texas.




     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
     signed  and  delivered  by  their   respective   officers   thereunto  duly
     authorized, all as of the date first hereinabove written.




Attest:                  FACILITiES MANAGEMENT INSTALLATION


/s/                      6/12/91            By: /s/                     6/12/91
- --------------------------------               --------------------------------
Sr. Vice President                             Executive Vice President

Attest:                                     FIRST FINANCIAL LIFE INSURANCE CO.



/s/                                         By: /s/
- -------------------------------                --------------------------------
Secretary                                      Chairman 
 
















                                        8

<PAGE>



Exhibit 10.5                       


                          MANAGEMENT SERVICE AGREEMENT

THIS AGREEMENT ("Agreement") entered into between First Financial Life Insurance
Company, an Arizona Corporation,  and Rushmore Insurance Services, Inc., a Texas
Corporation, as follows:

                                  WITNESSETH:

WHEREAS,  First  Financial  Life Insurance  Company has requested,  and Rushmore
Insurance  Services,  Inc.  has  agreed  to  make  available  certain  insurance
management  expertise  and  marketing  opportunities  for First  Financial  Life
Insurance  Company for  consideration  upon the terms and conditions  herein set
forth:

NOW THEREFORE,  in  consideration  of the premises and the mutual  covenants and
agreements  herein  contained,  Rushmore  Insurance  Services,  Inc.  and  First
Financial Life Insurance Company agree as follows:

1. Management Services. At all times during the term of this Agreement, Rushmore
Insurance  Services,  Inc.  agrees to provide to First  Financial Life Insurance
Company, the management skills, advice, consideration, and expertise required to
conduct  business  on a daily  basis  (herein  collectively  called  "Management
Services"). Rushmore Insurance Services, Inc. agrees to undertake to perform and
bear all costs relating to providing such Management  Services,  except as noted
in Paragraph 6 below.

2. Staff.  At all times during the term of this  Agreement,  Rushmore  Insurance
Services, Inc. shall provide First Financial Life Insurance Company personnel to
perform  services as  customarily  are required in the managing and marketing of
life insurance as required by First Financial Life Insurance Company.

3. Marketing Support.  At all times during the term of this Agreement,  Rushmore
Insurance Services,  Inc. shall make its best efforts to integrate the marketing
needs of First  Financial  Life  Insurance  Company  into the general  marketing
strategies  used from time to time by Rushmore  Insurance  Services,  Inc.  Such
integration  may include,  but not be limited to,  inclusion of First  Financial
Life Insurance Company in any: (a) brochure, pamphlet, manual, audio tape, video
tape, or any other form of communication, (b) seminars or training conducted for
Rushmore Insurance  Services,  Inc. customers or agents, (c) sales contest,  and
(d) sales award banquets or other forms of agent recognition.

4.  Term:  This  Agreement  shall  be for a term of one year  commencing  on the
effective date hereof and shall thereafter automatically renew on a year-to-year
basis unless and until terminated by Rushmore Insurance Services,  Inc. or First
Financial  Life  Insurance  Company on written notice given not less than thirty
(30) days prior to expiration of an annual term hereof.


<PAGE>


5.  Compensation:  First  Financial  Life  Insurance  Company  agrees  to pay to
Rushmore Insurance Services,  Inc. $ 5,000.00 plus out-of-pocket  expenses, on a
monthly  basis,  for  the  services  provided  as  a  management  and  marketing
reimbursement  expense.  This  amount  may  be  increased  to  reflect  Rushmore
Insurance  Services,  Inc.'s  pro-rata  share of all  escalations in such costs.
Rushmore Insurance Services, Inc. and First Financial Life Insurance Company may
redetermine this amount, giving due consideration to any expansion,  adjustment,
or  change  in  the  services  provided  hereunder,  and to  Rushmore  Insurance
Services,  Inc.'s actual experience in fulfilling its obligations hereunder. The
cost of any  service  provided  under  the terms of this  Agreement  may be paid
directly by First Financial Life Insurance  Company,  and such cost shall not be
considered in computing the fees due to Rushmore Insurance Services,  Inc. under
the terms of this Agreement.  Payments under the terms of this Agreement  shall,
unless otherwise  expressly  stated, be made in cash on at least a monthly basis
during the term of this Agreement.  All past-due sums shall bear interest at 10%
(ten percent) per annum from due date until paid.

6. Notices:  Any notices permitted or required under the terms of this Agreement
shall be in writing and shall be deemed duly given if  personally  delivered  or
mailed, United States Mail, first class, certified or registered, return receipt
requested, postage prepaid, addressed to the parties at the address either party
may hereafter communicate to the other by notice as herein provided.

7. Force and Effect:  Each  provision of this Agreement is effective only to the
extent that such  provision has been approved by: (a) the Boards of Directors of
each party to this Agreement,  and (b) any Regulatory body under whose rules and
regulations  either party to this Agreement  functions.  Should any provision of
this  Agreement be found to be  ineffective,  all  remaining  provisions of this
Agreement   shall   continue   and  not  be   affected   thereby,   unless  such
ineffectiveness  is, in the sole opinion of Rushmore Insurance  Services,  Inc.,
essential  to the rights of both  parties,  in which  event  Rushmore  Insurance
Services,  Inc. has the right to terminate this Agreement upon written notice to
First Financial Life Insurance Company.

8.  Miscellaneous:   This  represents  the  entire  agreement  between  Rushmore
Insurance  Services,  Inc. and First Financial Life Insurance  Company regarding
the subject matter hereof and supersedes all prior agreements and understandings
between the parties. This Agreement may not be amended except by written consent
of both parties, and shall be governed and construed in accordance with the laws
of the State of Texas.

WITNESS THE  EXECUTION of this  Agreement  April 8, 1997 and  EFFECTIVE  FOR ALL
PURPOSES AS OF April 8, 1997:

First Financial Life Insurance Company       Rushmore Insurance Services, Inc.


by:                                          by:
    --------------------------                   -----------------------------
      President                                     President




 
<PAGE>


Exhibit 10.6.1


                                OPTION AGREEMENT

     This Option  Agreement  (the  "Agreement")  is made and entered  into as of
April 8, 1997, by and between D.M. Moore, Jr.  ("Shareholder"),  the holder of a
Texas Group I life  insurance  agent  license and sole  shareholder  of Rushmore
Insurance Services, Inc. (the "Agency"), a Texas corporation which holds a Texas
Group I life insurance agent license, and Rushmore Capital Corporation ("RCC").

     The parties hereto hereby agree as follows:

                                    SECTION 1

                 GRANT OF OPTION AND GRANT OF SHAREHOLDER OPTION

     1.1 Grant of Option and  Shareholder  Option:  Consideration  Therefor.  In
consideration of the delivery by RCC of $10.00 to Shareholder,  receipt of which
is  acknowledged  by him,  Shareholder  hereby  grants to RCC, or to one or more
persons holding a Texas Group I life insurance  agent license  designated by RCC
(such person or persons being  referred to hereinafter  as the  "Designee"),  an
option (the  "Option"),  exercisable on one or more occasions to purchase any or
all of the  shares of Agency  Common  Stock now held by  Shareholder  or held by
Shareholder  at the time the  Option is  exercised  (collectively,  the  "Agency
Shares"),   subject  to  the  terms  and  conditions  of  this   Agreement.   In
consideration  of the delivery by Shareholder  of$10.00 to RCC, receipt of which
is acknowledged by RCC, RCC hereby agrees that Shareholder shall have the option
(the "Shareholder Option"), exercisable on one or more occasions, to require RCC
to purchase all of the Agency  Shares,  subject to the terms and  conditions  of
this Agreement.

     1.2 Exercise  Price.  The exercise price of the Option and the  Shareholder
Option  (the  "Agency  Exercise  Price"),  in full  consideration  of the  sale,
conveyance,  and delivery of the Agency  Shares  pursuant to which the Option or
the Shareholder  Option has been exercised,  may be paid in cash or by check and
shall be equal to the sum of the following amounts:

     (i)  One Thousand and No/100 Dollars ($1,000.00); and

     (ii) The amount of all unreimbursed  incorporation  expenses,  if any, with
          respect to the Agency and paid personally by Shareholder.

     The amount of the Agency Exercise Price shall be determined and fixed as of
the date on which (a) RCC or the RCC Designee sends the written notice specified
in Section 1.4 of this  Agreement;  (b)  Shareholder  sends the  written  notice
specified in Section 1.5 of this  Agreement;  or (c) any of the events occurs as
specified in Section 4.1 of this Agreement.

     1.3 Term of Option and Shareholder  Option. The Option granted hereby shall
be  exercisable  at any  time  after  the  date  hereof  and  prior  to the 21st
anniversary of the death of

                                        1


<PAGE>


Shareholder.  The  Shareholder  Option  granted  hereby shall be  exercisable by
Shareholder  at any  time  after  the date  hereof  and  prior  to the  death of
Shareholder.

     1.4 Method of Exercising  Option.  RCC or the RCC Designee may exercise the
Option by sending the  Shareholder  one hundred eighty (180) days' prior written
notice of the exercise of the Option,  which written  notice shall contain (i) a
certificate of an officer of RCC  designating  the RCC Designee,  if any; (ii) a
notice  by or the RCC  Designee  that it is  exercising  the  Option;  and (iii)
confirmation  of the date on which the  transaction  shall  close (the  "Closing
Date"),  which  shall be one  hundred  eighty  (180) days after the date of such
written  notice,  or, if that date is a Saturday,  Sunday or legal holiday,  the
first  business day  thereafter.  On the Closing  Date,  RCC or the RCC Designee
shall deliver to the Shareholder the Agency Exercise Price,  and the Shareholder
shall deliver the Agency Shares to RCC or the RCC Designee,  as the  Shareholder
shall be instructed.

     1.5 Method of Exercising~ Shareholder Option.  Shareholder may exercise the
Shareholder  Option by sending RCC one hundred  eighty (180) days' prior written
notice of the exercise of the  Shareholder  Option,  which written  notice shall
contain  (i)  a  notice  by  Shareholder  that  Shareholder  is  exercising  the
Shareholder  Option, and (ii) a confirmation of the Closing Date. On the Closing
Date,  RCC or the RCC  Designee  shall  deliver  to the  Shareholder  the Agency
Exercise Price,  and the  Shareholder  shall deliver the Agency shares to RCC or
the RCC Designee, as the Shareholder shall be instructed.

     1.6 Acceleration of Closing Date. Upon the mutual written  agreement of the
parties,  the Closing Date may be designated as of any date contemporaneous with
or subsequent to the exercise of the Option or the Shareholder  Option and prior
to the  expiration  of the one  hundred  eighty  (180) day notice  specified  in
Section 1.4 and Section 1.5.

                                    SECTION 2

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

     The Shareholder represents and warrants that:

     2.1  Organization  and  Standing of Agency.  Agency is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Texas; has the full corporate power and authority to conduct its business as now
being  conducted;  and holds or will hold a Texas Group I life  insurance  agent
license. To the extent that Agency may have business in jurisdictions other than
Texas,  Shareholder,  as the  principal  of  Agency,  holds the  required  agent
licenses in such jurisdictions.

     2.2  Qualification  of  Shareholder.  Shareholder  is the holder of a Texas
Group I life insurance agent license.
                  



                                        2


<PAGE>


     2.3  Binding  Effect.  The  execution,  delivery  and  performance  by  the
Shareholder of this  Agreement  constitutes  the valid and binding  agreement of
Shareholder  and his  spouse  enforceable  in  accordance  with its  terms.  The
execution,  delivery and  performance of this Agreement will not (i) violate any
provisions  of; or result in the breach of, or constitute a default  under,  any
law the  violation  of which  would  result in a  significant  liability  to the
Agency,  or any order,  writ,  injunction  or decree of any court,  governmental
agency or  arbitration  tribunal;  (ii)  constitute  a violation of or a default
under,   or  a  conflict  with,  any  term  or  provision  of  the  Articles  of
Incorporation or by-laws of the Agency or any contract,  commitment,  indenture,
lease or other  agreement,  or any  other  restriction  of any kind to which the
Agency is a party or by which the Agency is bound;  or (iii) cause,  or give any
party grounds to cause (with or without notice, the passage of time or both) the
maturity of any  liability or  obligation  of the Agency to be  accelerated,  or
increase any such liability or obligation.

                                    SECTION 3

                            COVENANTS OF SHAREHOLDER

     3.1  Restrictions  on  Disposition.  Except as provided in this  Agreement,
Shareholder shall not sell, mortgage, pledge or otherwise encumber or dispose of
or permit to be sold, mortgaged,  pledged,  transferred,  encumbered or disposed
of,  whether  voluntarily  or by operation  of law, any of the Agency  Shares or
other  securities  issued by the  Agency  now  owned or  hereafter  acquired  by
Shareholder.

     3.2 Actions by the Agency. Shareholder hereby agrees not to take any action
as an officer or director of the Agency to  authorize or  participate  in any of
the following actions unless consented to in writing in advance by RCC:

          (a)  Loans The Agency's making any loans directly or indirectly to any
               person, firm or corporation.

          (b)  Securities.  The  Agency's  issuance,  sale,  transfer  or  other
               disposition  of any  stock,  bonds,  notes,  debentures  or other
               securities issued by the Agency.

          (c)  Sale.  Consolidation or Merger. The Agency's sale of any material
               amount of its property or assets or its  consolidation  with,  or
               merger with or into, any other corporation.

     3.3  Dividends.  Shareholder  shall pay over to RCC any cash  dividends  or
other distribution Shareholder receives in respect of the Agency Shares.





                                        3


<PAGE>


                                    SECTION 4

                     PROVISIONS RELATING TO THE SHAREHOLDER

     4.1 Option and  Shareholder  Option Exercise  Events.  It is understood and
acknowledged  by the  parties  that the  Option  granted  in  Section  1 of this
Agreement may be voluntarily exercised by RCC or the RCC Designee at any time in
its discretion.  It is also understood and  acknowledged by the parties that the
Shareholder  Option  granted in Section 1 of this  Agreement may be  voluntarily
exercised by  Shareholder  at any time in his  discretion.  The parties  further
acknowledge that the exercise of the Option and the Shareholder  Option shall be
deemed to have occurred  simultaneously  and automatically upon the happening of
any of the following events: (a) death of the Shareholder;  (b) the filing by or
against  Shareholder  of a petition under any section or chapter of the National
Bankruptcy  Act, as amended,  or any similar law or statute of the United States
or any State  thereof,  or (c) any voluntary or  involuntary  termination of the
Shareholder's  employment  with RCC.  The one  hundred  eighty  (180) day period
specified in Section 1.4 and Section 1.5 shall commence to run as of the date of
any of such events.  At the end of such one hundred  eighty day (180) day period
(or such shorter time as may be mutually  agreed upon),  RCC or the RCC Designee
shall deliver the Agency Exercise Price to Shareholder;  provided, however, that
if the death of the Shareholder is the event which has occurred, then the Agency
Exercise Price shall be delivered to the personal  representative  of the estate
of Shareholder.

     4.2 No  Restrictions  on  Shareholder.  Upon any  voluntary or  involuntary
termination of the  Shareholder's  employment  with RCC, the  Shareholder  shall
thereafter be free to pursue any business activities in which the Shareholder in
his absolute  discretion may decide to engage,  and the right and ability of the
Shareholder to engage in such activities  shall not be abridged or restricted in
any manner as a result of the  existence of this  Agreement or the fact that the
Shareholder was a party thereto, or as a result of the fact that the Shareholder
served as shareholder,  officer and/or director of the Agency. Subsequent to any
such termination of employment, the Shareholder shall be entitled to contact and
have business  dealings with any and all insurance  and/or annuity  clients whom
the  Shareholder  developed or solicited  prior to or during his employment with
RCC and shall be entitled to have business  dealings with any of the independent
contractor  insurance  agents who are or were  sub-agents  of the Agency and who
shall institute contact with Shareholder.

                                    SECTION 5

                                  MISCELLANEOUS

     5.1 Notice. All notices,  demands and other communications  hereunder shall
be in writing and shall be deemed to have been duly given if delivered or mailed
first class postage prepaid.

         To Shareholder:    D.M. Moore, Jr.
                            15851 Dallas Parkway, Suite 1155
                            Dallas, Texas 75248

                                        4


<PAGE>


          To RCC:
                            Rushmore Capital Corporation
                            15851 Dallas Parkway, Suite 1155
                            Dallas, Texas 75248

or to such other address as either Shareholder or RCC may designate by notice to
the other.

     5.2  Entire  Agreement.  This  Agreement  and the  Administrative  Services
Agreement  between  the  parties  constitute  the entire  agreement  between the
parties  hereto  pertaining to the subject matter hereof and supersede all other
prior  and   contemporaneous   agreements,   understandings,   negotiations  and
discussions, whether written or oral, of the parties.

     5.3 GOVERNING LAW. THE VALIDITY AND CONSTRUCTION OF THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF TEXAS  INCLUDING  WITHOUT  LIMITATION,  THE
TEXAS INSURANCE CODE AS AMENDED, AS WELL AS ALL RULES AND REGULATIONS ADOPTED BY
THE TEXAS DEPARTMENT OF INSURANCE,  AS IT IS THE INTENT OF THE PARTIES TO COMPLY
IN ALL RESPECTS WITH SUCH INSURANCE LAWS AND ALL OTHER REGULATORY  REQUIREMENTS.
IF, FOR ANY REASON, ANY PORTION OF THIS AGREEMENT MUST BE AMENDED TO COMPLY WITH
REGULATORY  REQUIREMENTS,  THE  PARTIES  HEREBY  AGREE  TO  MAKE  ALL  REVISIONS
REASONABLY  NECESSARY  TO BE  CONSISTENT  WITH  THE  SUBSTANTIVE  GOALS  OF THIS
AGREEMENT.

     5.4 Section Headings. The Section headings are for reference only and shall
not limit or control the meaning of any provision of this Agreement.

     5.5  Assignment.  Neither party hereto shall assign this Agreement  without
first obtaining the written consent of the other party.

     5.6 Binding on Successors and Assigns. This Agreement shall be binding upon
and inure to the  benefit of the  respective  parties  hereto  and their  heirs,
successors and assigns.

     5.7  Amendments.  This  Agreement may be amended at any time but only by an
instrument in writing,  signed by the parties hereto;  provided,  however,  that
either party  proposing any  amendment to this  Agreement  must provide  written
notice of the  proposed  amendment  not less than  sixty  (60) days prior to the
proposed effective date thereof.









                                        5


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date and year first above written.



                                        /s/  D.M. MOORE, JR.
                                             -----------------------------
                                             D.M. MOORE, JR.

                                             RUSHMORE CAPITAL CORPORATION



                                        By:  /s/ Jim W. Clark
                                            JIM W. CLARK, Vice President
                                            RUSHMORE INSURANCE SERVICES, INC.



                                       By:


                             SPOUSAL ACKNOWLEDGMENT
                             ----------------------

         Jennifer Moore, the spouse of the  Shareholder,  is fully aware of, and
understands  and fully consents to the terms and binding effect of the foregoing
Agreement by and between  Shareholder and RCC dated as of the date hereof;  upon
any  community  property  interest she may have in the Agency Shares held by her
spouse as  Shareholder.  Jennifer  Moore further  agrees that though the marital
relationship may terminate for any reason,  such termination  shall not have the
effect of removing the Agency Shares which are covered by the Agreement from the
terms  thereof,  and  acknowledges  her  consent  and  agreement  thereto by her
signature  below.  Jennifer  Moore hereby  disclaims  any  interest  whatsoever,
whether community property or otherwise, in the Agency Shares.

         EXECUTED as of the 8th day of April, 1997.



                                                      /s/ Jennifer Moore
                                                          -------------------
                                                          JENNIFER MOORE
     





                                        6



<PAGE>



Exhibit 10.6.2


                           OVERHEAD SERVICE AGREEMENT

THIS AGREEMENT ("Agreement") entered into between First Financial Life Insurance
Company,  an Arizona  Corporation,  and Rushmore  Capital  Corporation,  a Texas
Corporation, as follows:

WITNESSETH:

WHEREAS,  First  Financial  Life Insurance  Company has requested,  and Rushmore
Capital  Corporation has agreed to make available certain facilities and provide
for performance of certain  services for First Financial Life Insurance  Company
for consideration upon the terms and conditions herein set forth:

NOW THEREFORE,  in  consideration  of the premises and the mutual  covenants and
agreements  herein contained,  Rushmore Capital  Corporation and First Financial
Life Insurance Company agree as follows:

1. Personal Property.  At all times during the term of this Agreement,  Rushmore
Capital  Corporation  agrees  to  provide  and make  available  for use by First
Financial Life Insurance Company,  at the leased premises referred to in Section
3 hereof those certain desks,  tables,  chairs,  typewriters,  copying machines,
computer  equipment,  dictating  machines,  calculators,   telephone  equipment,
facsimile machines, and all other items of personal property required to conduct
business on a daily basis  (herein  collectively  called  "Personal  Property").
Rushmore Capital  Corporation  agrees to undertake to perform and bear all costs
relating to periodic maintenance and repairs for Personal Property in order that
same shall at all times be in good  operating  condition and repair and suitable
and adequate for the purpose  intended.  First Financial Life Insurance  Company
agrees to utilize the Personal Property in the proper manner and for the purpose
intended,  and promptly to notify Rushmore Capital  Corporation of any defect or
malfunction  in which event  Rushmore  Capital  Corporation  agrees  promptly to
undertake  to provide and  diligently  pursue  effecting  any needed  repairs or
replacement of the Personal Property.

2.  Staff.  At all times  during the term of this  Agreement,  Rushmore  Capital
Corporation  shall provide First Financial Life Insurance  Company  personnel to
perform   services  as   receptionists,   telephone   answering,   stenographic,
secretarial,  accounting  and  bookkeeping,  and such other support  services as
customarily  are required in the conduct of life insurance  business as required
by First Financial Life Insurance Company.

3.  Office  Space.  At all times  during  the term of this  Agreement,  Rushmore
Capital  Corporation  shall make  available to First  Financial  Life  Insurance
Company  by means of  assignment,  subletting  or such other  means as  Rushmore
Capital  Corporation shall select,  the leased premises  commonly  designated as
("Premises"); such utilization by First Financial Life


<PAGE>


Insurance Company to be upon, and subject to, the terms and conditions set forth
in that certain Lease Agreement  executed  ("Lease")  between  Rushmore  Capital
Corporation  and the  therein  stated  Landlord,  EXCEPT  ONLY as such terms and
conditions  may be  altered  or  amended  by the  terms and  conditions  of this
Agreement.  Rushmore  Capital  Corporation  and First  Financial  Life Insurance
Company further agree as follows:

     a.  Rushmore  Capital  Corporation  agrees  to be  solely  responsible  for
obligations  of the lessee as set forth in the Lease with  regard to repairs and
maintenance of the Premises as may be necessary at any time or from time to time
during the term of this Agreement, except only for any such repairs which may be
due to the  negligence or willful  misconduct of First  Financial Life Insurance
Company or any of its partners, employees or agents.

     b. Rushmore Capital  Corporation and First Financial Life Insurance Company
acknowledge  and  agree  that,  if  required  by  the  Lease,  Rushmore  Capital
Corporation's  making the Premises  available to First  Financial Life Insurance
Company  as herein set forth  shall be  subject  to,  and  require  consent  and
approval of Landlord,  and Rushmore Capital Corporation and First Financial Life
Insurance  Company  covenant and agree promptly to request and to use their best
efforts to obtain such consent (provided, however that such consent shall not be
subject to any conditions or  limitations  imposed by Landlord not acceptable to
Rushmore Capital Corporation or First Financial Life Insurance Company).

4. General and Administrative Expenses: Rushmore Capital Corporation shall incur
the  following  general  and  administrative  expenses  for the benefit of First
Financial Life Insurance Company:

Rent                                   Equipment Servicing and Maintenance 
Payroll                                Office Utilities                        
Office Supplies                        Depreciation on Furniture & Equipment 
Postage                                Depreciation on Capital Leases  
Other Miscellaneous Expenses                                

5.  Term:  This  Agreement  shall  be for a term of one year  commencing  on the
effective date hereof and shall thereafer automatically renew on a year-to-year
basis  unless and until  terminated  by Rushmore  Capital  Corporation  or First
Financial  Life  Insurance  Company on written notice given not less than thirty
(30) days prior to expiration of an annual term hereof.

6.  Compensation:  First  Financial  Life  Insurance  Company  agrees  to pay to
Rushmore  Capital  Corporation  $ 9,000.00  plus  out-of-pocket  expenses,  on a
monthly basis, for the use of the Personal Property,  services provided, general
and  administrative  expenses  incurred,  and for the use and  occupancy  of the
Premises,  pursuant  to  Sections  1, 2, 3, and 4 as an  overhead  reimbursement
expense.  This amount may be increased to reflect Rushmore Capital Corporation's
pro-rata  share of all  escalations  in such  rental or of the  pass-through  by
Landlord of increases in utility  costs,  taxes,  and like,  all  determined  as
provided in the Lease.  Rushmore  Capital  Corporation  and First Financial Life
Insurance Company may re-determine this amount,  giving due consideration to any
expansion or adjustment of the service or any change in the


<PAGE>


Personal  Property  provided  hereunder,  and to Rushmore Capital  Corporation's
actual  experience  in fulfilling  its  obligations  hereunder.  The cost of any
service provided under the terms of this Agreement may be paid directly by First
Financial  Life  Insurance  Company,  and such cost shall not be  considered  in
computing the fees due to Rushmore Capital  Corporation  under the terms of this
Agreement.  Payments under the terms of this Agreement  shall,  unless otherwise
expressly stated, be made in cash on at ~east a monthly basis during the term of
this  Agreement. All past-due  sums shall bear interest at 10% (ten percent) per
annum from due date until paid.

7. Notices:  Any notices permitted or required under the terms of this Agreement
shall be in writing and shall be deemed duly given if  personally  delivered  or
mailed, United States Mail, first class, certified or registered, return receipt
requested, postage prepaid, addressed to the parties at the address either party
may hereafter communicate to the other by notice as herein provided.

8. Force and Effect:  This Agreement is effective only to the extent that it has
been  approved in advance by: (a) the Boards of  Directors of each party to this
Agreement,  and (b) any Regulatory body under whose rules and regulations either
party to this  Agreement  functions.  Should any provision of this  Agreement be
found to be  ineffective,  all  remaining  provisions  of this  Agreement  shall
continue and not be affected  thereby,  unless such  ineffectiveness  is, in the
sole opinion of Rushmore  Capital  Corporation,  essential to the rights of both
parties,  in which event Rushmore Capital Corporation has the right to terminate
this Agreement upon written notice to First Financial Life Insurance Company.

9. Miscellaneous:  This represents the entire agreement between Rushmore Capital
Corporation  and First  Financial Life Insurance  Company  regarding the subject
matter hereof and supersedes all prior agreements and understandings between the
parties.  This  Agreement may not be amended  except by written  consent of both
parties,  and shall be governed and construed in accordance with the laws of the
State of Texas.

WITNESS THE  EXECUTION of this  Agreement  April 8, 1997 and  EFFECTIVE  FOR ALL
PURPOSES AS OF April 8, 1997:

First Financial Life Insurance Company             Rushmore Capital Corporation




by: ---------------------------------              by:  -----------------------
    President                                           President

 



<PAGE>


Exhibit 10.7

                            REPRESENTATIVE AGREEMENT

THIS REPRESENTATIVE  AGREEMENT ("Agreement'1) is made and entered into this ____
day of ______________ 19 ___ by and between Rushmore  Securities,  Inc. (RSC). a
Texas  Corporation,  with its principal office located at 13355 Noel Road, Suite
300,  Dallas,   Texas  75240  and  the  undersigned   __________________________
(Hereinafter referred to as "RR")

WHEREAS, RSC is a duly qualified broker-dealer; and

WHEREAS,  Registered  Representative  "RR"  desires  to  engage  in the  sale of
securities  and  the  parties  hereto  agree  that  the RR  conduct  such  sales
activities as an independent  securities  salesperson and not as an employee, as
provided  by  paragraph 6 of  Mimeograph  6656,  published  by the office of the
Commissioner  of  Internal  Revenue in  Cumulative  Bulletin  1951-1,  page 108,
subject to such  supervisory  restrictions  as are  required  by the SEC, NASD,
Securities  Commission of the State of ____________ or other applicable  states,
and other  Regulatory  Authorities and Associations as are necessary to properly
qualify the RR.

NOW, THEREFORE, it is agreed:

1. DEFINITIONS

     (a.) The term "Registered  Representative"  shall have the meaning provided
     by schedule C of Article II of the By-Laws of the NASD.

     (b. The term SEC shall mean the Securities and Exchange Commission.

     (c.) The term "NASD"  shall mean the  National  Association  of  Securities
     Dealers, Inc.

     (d.) The term "Regulatory  Authority" shall mean the SEC, NASD, Securities
Commission of the applicable state(s) and any other organization, association or
governmental  authority having jurisdiction over securities engaged in by RSC or
the RR by reason of any statute,  rule or  regulation or by reason of membership
of RSC in such organization or association.

2. TERM

     This agreement and the association between parties may be terminated at any
time,  for any reason,  by either party upon written  notice to the other party.
Upon termination of this agreement and the  association,  regardless of how such
termination   may  be  brought  about,  RR  will  promptly  return  to  RSC  all
instruments,  documents and other materials which RSC may have provided to RR or
which may have been otherwise  acquired by RR in connection  with or as a result
of the association with RSC.

3. SERVICE OF REPRESENTATIVE

     RR shall  have the  right to  solicit,  promote  and  encourage  sales  and
purchases of securities  approved by RSC for the general public, as a Registered
Representative  in  accordance  with the  rules  and  regulations  published  by
Regulatory  Authorities and governed by the specific  securities license held by
the RR. However, RSC reserves the right to refuse any application,  subscription
agreement or sale obtained by the RR. The RR status will be that of  independent
contractor  of  RSC  and  nothing  herein  shall  be  construed  to  create  the
relationship of employer and employee between RSC and RR. Subject to RR's strict
compliance with the  requirements,  terms, and conditions of this Agreement,  RR
shall be free to exercise  his or her own  judgment  and  discretion  as to: the
persons from whom the RR will solicit  applications  and orders for the purchase
and sale of Securities Products; the time, method and place of solicitation; the
location  of, and all  arrangements  for,  and all  employees  of, and all other
aspects of, RR's business.


<PAGE>


4. COMMISSIONS

     Pursuant to  paragraph 3 hereof,  RSC agrees to pay RR  commissions  on the
sale of  securities  as provided for herein,  such  commission to be paid as set
forth in Exhibit "A" attached  hereto,  and  incorporated  herein by  reference.
Commissions shall be considered earned only when commissions are received by RSC
from the issuer.  RR specifically  waives payment of any and all commissions due
them until such time as RSC is in receipt of the commission(s). All indebtedness
of RR to RSC shall be considered to be a prior lien against any  commission  due
RR and shall be deducted from proceeds  payable to RR. If for whatever reason, a
charge-back is levied against RSC by an issuer or another  broker-dealer who has
paid a dealer re allowance or commission to RSC a proportionate charge-back does
not  constitute  grounds for refusal to pay RSC such amount on demand whether RR
is  currently  registered  with RSC or not. RR will not  receive any  continuing
commissions (whether for business solicited by RR or for Override Commissions or
otherwise)  after  termination  of this  Agreement.  After  termination  of this
Agreement, RR will receive only such commissions:  as were actually earned prior
to  termination;  and such that would have been earned prior to termination  but
had not been earned only  because  they had not been  received by RSC; and as to
the latter,  RR will receive  those  commissions  only when they are received by
RSC.

     Any monies that may be paid by RSC to RR as an advance  loan  against  RR's
commission or Override Commission,  either or both of which are yet to be earned
are considered advance commissions and are a loan to RR that may be recovered by
RSC.

5. EXPENSES

     RR further  agrees  that any and all  expenses  which may be incurred by RR
shall be the sole and exclusive  obligation of the RR. including but not limited
to,  the  payment of all fees,  regulatory  assessments,  bends,  administrative
expenses of registration and license(s) maintenance incurred by RSC on behalf of
the RR;  provided,  however,  that  RSC will  provide  without  charge  standard
literature  and other material  relating to the securities  being marketed at no
cost.  It shall be the sole  responsibility  of the RR to pay overhead  expenses
incident to his activities under the terms of this Agreement,  including but not
limited to, secretarial, licensing, entertainment,  education and transportation
expense,  none of which shall be the  responsibility  of RSC.  Neither shall RSC
provide to RR any other  benefit  or  compensation  other  that the  commissions
provided for in paragraph 4 above. As an independent  contractor,  RR shall be a
self  employed-person  and RSC shall not withhold or pay federal  income or FICA
taxes, the payment of such taxes being the sole responsibility of RR.

6. OBLIGATIONS OF RSC

     RSC  agrees  to   maintain  an   effective   and   adequately   capitalized
broker-dealership  properly  registered  with all  Regulatory  Authorities.  RSC
further  agrees to furnish the RR facilities  for  execution  and  confirmation
services.  RSC from time to time may choose to make  reports  or other  services
available, but it is not obligated to do so. It may also agree from time to time
to provide additional services for an agreed upon fee to the RR.

7. OBSERVANCE OF REGULATORY REQUIREMENTS

         RR  agrees  to  maintain  their   operations  in  conformity  with  all
applicable laws,  rules and regulations of Regulatory  Authorities,  including,
but not limited to those practices  prescribed by the Manual of the NASD and the
currently effective RSC Supervisory Procedures Manual, the requirements of which
are  incorporated  herein by  reference.  RR will not conduct any  business  not
permitted  under their  license and shall be  responsible  for  adherence to all
applicable securities  regulations.  In the event that any liability is asserted
against RR's actions or omissions, RR agrees to reimburse, indemnify~ and hold

                                        2


<PAGE>


harmless RSC from any expense it may incur  including  attorney's fees by reason
of any breach of this  paragraph 7 or paragraph  10 and of said laws,  rules and
regulations.  The PR shall  observe such written  procedures as are published by
RSC.

     PR is  prohibited  from,  and agrees that PR shall not:  (a)  collect  from
Customers,  in payment of the  purchase  of  securities,  cash,  or checks  made
payable other than to RSC or to the appropriate custodian bank or transfer agent
relating  to such  purchases,  all as  designated  by RSC; (b) offer or sell any
security  unless it is a  Securities  Product;  (c)  offer or sell any  security
unless  there  exists  at the  time of such  offer or sale an  effective  dealer
agreement between RSC and the issuer, underwriter custodian or transfer agent of
said  security;  (d) make,  alter or  discharge on behalf of RSC any contract or
investment,  or waive any  provision  other than in strict  compliance  with the
terms  and  conditions  of the  securities  laws  and in  accordance  with  this
Agreement and the procedures, manuals, rules and regulations with this Agreement
and the  procedures,  manuals,  rules and  regulations  of RSC;  or (e) make any
misrepresentation,  or  improperly  induce a Customer  to  purchase  or sell any
security or any Securities Product.

8. TRANSACTIONS WITH OTHER BROKER-DEALERS

     During the Term of this Agreement,  PR shall not: (a) be associated with or
be a registered representative of any other broker-dealer;  maintain any NASD
registration  other than with RSC; or (c) solicit or offer for  purchase or sale
any securities, or investments except on behalf of RSC. PR agrees to immediately
notify RSC in writing if PR acquires or obtains any  interest in or  affiliation
with any other broker-dealer or engages in any employment relating to the sale
of securities or  investments,  either  directly or indirectly.  either alone or
with any person or entity other than RSC. PR shall immediately  notify RSC if RR
becomes involved in any activity that would create the possibility of a conflict
of  interest  on the part of PR with  respect to RSC or any  Securities  Product
offered by or on behalf of RSC.  RR shall not execute a  securities  transaction
for the account of any RR or employee (or close relative of either) of any other
broker-dealer without the prior written approval of RSC.

9. BREACH OF REGULATORY DUTIES

     Notwithstanding  the  provisions  of  paragraph  2 hereto  as to  notice to
termination of this Agreement. RSC shall have the right to require PR to suspend
transactions in a particular  security to the extent that any such  transaction,
or the actions of the PR with respect  hereto,  could, in the opinion of RSC, be
considered a breach of any law, rule or regulation of any Regulatory  Authority.
Provided  further,  that said right to require  suspension of any transaction or
transactions  shall  be  enforceable  by  injunction  by a  court  of  competent
jurisdiction.  Failure by RR to suspend  transactions when notified by RSC shall
be  deemed  a  material  breach  of this  Agreement,  and RSC may at its  option
terminate this agreement on the occurrence of such breach.

10. USE OF RSC NAME; INDEMNIFICATION
     The PR agrees to indemnify and save harmless RSC from any cost,  expense or
damages,  including reasonable attorney's fees to which RSC may become obligated
by reason of such grant of such status as a PR of RSC. If the PR operates  under
any other name than RSC, he agrees not to  advertise  such name with  respect to
the solicitation  for or sale of securities.  PR further agrees that his clients
will be made aware that he is acting in the capacity of a PR of RSC.

Any  advertising  for the sale of  securities  must be approved by RSC to insure
that  it  adheres  to the  guidelines  of the  Regulatory  Authorities.  Nothing
contained  herein  shall be  construed  as a grant of authority to the PR, which
authority is specifically disclaimed.

11. COVENANT NOT TO COMPETE

     During the term of PR's relationship with RSC, PR shall not (a) directly or
indirectly,  either  as  an  employee,  employer,  consultant,  manager,  agent,
principal, partner,  representative,  stockholder,  officer, director, or in any
other individual or representative  capacity,  invest, engage, or participate in
any

                                        3


<PAGE>


business that is in  competition in any manner  whatsoever  with the business of
RSC  without the written  consent of RSC or (1)) sell or deal in  Securities  on
behalf of any person other than RSC without  first  obtaining  ~he prior written
consent of RSC.


12. CONSTRUCTION; SEVERABILITY

     It is the intent of the  parties  hereto  that the terms of this  Agreement
shall be construed pursuant to the laws of the State of Texas, and in accordance
with the requirements of the SEC, NASD, and other Regulatory Authorities, to the
extent  applicable  hereto.  To the extent  that any of the  provisions  of this
agreement  shall be  invalid  or  unenforceable,  then this  Agreement  shall be
construed  in all respects as if such invalid or  unenforceable  provision  were
omitted.

13. MODIFICATION

     No change of this Agreement (including Exhibit A) shall be valid unless the
same be made in writing to PR by RSC.

14. ENTIRE AGREEMENT

     This  instrument  is the entire  Agreement  of the  parties,  except to the
extent of any document  incorporated  herein by reference or any statutes  rules
and regulations, clearing agreements or manuals referred to herein.

15. NON-ASSIGNABILITY; DEATH, DISABILITY

     The services  contracted  hereunder  are personal  and  dependent  upon the
qualifications  of the parties  hereto and may not be  assigned by either  party
without  the  express  consent of the other in  writing.  In the event of death,
disability or incapacity of the PR this agreement shall terminate.



         IN WITNESS WHEREOF,  THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT IN
DUPLICATE ORIGINALS THE DAY AND YEAR FIRST ABOVE WRITTEN.

          REGISTERED REPRESENTATIVE                    RUSHMORE SECURITIES CORP.


          ------------------------                    -------------------------
                   Signature                                   Signature


         -------------------------------
         Print or Type Name of Signatory
                                                                    






                                  EXHIBIT "A"




Commission payable to the PR will be _____ paid to RSC on the following types of
business:

% net of all clearing charges and/or the dealer allowance


                                        4


<PAGE>


Mutual Funds               General Securities
Variable Annuities
Variable Life Products
Unit Investment Trusts                                             revised 10/96
                                        5











<PAGE>



Exhibit 10.8



                        Rushmore Investment Advisors, Inc

                         Professional Advisory Agreement
                         -------------------------------

Rushmore Investment Advisors, Inc. (Advisor) and
enter into this Professional Services Agreement (the Agreement) on

                                                                          
                                                                             

1. Services Provided:
     Advisor agrees to direct, implement,  monitor and manage the investment and
     reinvestment  of certain assets of the Client and the proceeds thereof. The
     listing of assets  included in this agreement is provided in attachment "A"
     hereto.  The  parties  agree that,  upon  addition or deletion of any asset
     covered under this  Agreement,  Advisor will maintain an updated listing of
     all assets  covered  under this  Agreement.  The revised  asset  listing as
     maintained by Advisor will be considered as the revised  attachment  "A" to
     this agreement.

2. Program and Advisory Authority:
     Advisor's  authority  with respect to the Client assets shall be one of the
     following as indicated:

          ____ 1.  Individual  Managed  Asset  Program  (IMAP)  Discretionary  -
          Advisor shall have authority to purchase  and/or sell assets on behalf
          Client without obtaining approval for any transaction.
                    ______ Rushmore Managed Account
                    ______ Third-Party Managed

          _____2. Mutual Fund Managed Asset Program (MFMAP)Discretionary-Advisor
          shall have  authority  to  purchase  and/or  sell  assets on behalf of
          client without obtaining approval for any transaction.

3. Account Restrictions:
     Advisor agrees to observe any specific Client investment policy, guidelines
     and/or restrictions as provided by Client.

4. Report To Client
     Advisor shall provide Client with quarterly  written  statements  regarding
     assets managed by Advisor,  including the market value of current holdings,
     purchases  and  sales,  and any  income or  expense  items  (including  any
     advisory fees to be paid to Advisor).  Client will receive an annual report
     including  all  quarterly  statements,  meeting  notes,  and  copies of all
     correspondents.

5. Proxy Voting:
     Unless   specifically   directed  by  Client,   Advisor  shall  not  assume
     responsibility for voting proxies on Client behalf.

6. Brokerage Services:
     Subject to Client approval,  Advisor will select brokerage firms to execute
     transactions on Client's behalf.  Criteria used in selection  process shall
     include  commission  costs  and  execution  capabilities.  Advisor  assumes
     responsibility  recommending  brokerage firm and for negotiating  brokerage
     rates on Client's behalf.  All brokerage  commissions,  stock transfer fees
     and other 

15851 Dallas Parkway, Suite 1155                           (214) 234-2829(Voice)
 Dallas, TX 75248                                          (214) 234-8949 (FAX)


<PAGE>


     similar charges relating to Client's  investments  shall be paid by Client.
     Advisor shall not receive  commissions for the sale or redemption of mutual
     fund  securities  in  Client's  portfolio.  Advisor  may use an  affiliated
     broker/dealer  to  efficiently   execute  trades  for  Client's  portfolio.
     Transaction  fees for mutual fund  securities  received  by any  affiliated
     broker dealer shall not exceed the transaction  charges on the Advisory Fee
     Schedule  in Exhibit A. In  addition  Advisor  may  receive  administrative
     service  fees from various  mutual fund  sponsors  for  rendering  specific
     services to the mutual fund.  This is separate from 12(b) 1  administrative
     service fees paid on some mutual funds to the broker/dealer of record.

7.  Custody of Assets:
     Client  acknowledges  that Advisor will not have custody of Client's funds.
     Client  retains  responsibility  for  custodianship  of all Client  assets.
     Client  acknowledges  that  Advisor  is only  providing  advisory  services
     described  in this  Agreement  and  that  Advisor  retains  no  custody  or
     possession of the assets in the Client's account and performs no depository
     services with respect to Client's account.

8.   Confidentiality of Information:
     All advice as provided by Advisor is to be confidential, and not publicized
     or  communicated  to any outside third party without the written consent of
     Advisor and Client, except as required by applicable state or federal law.

9.  Fees:
     Fees  payable to Advisor for advisory  services  shall be  calculated  as a
     percentage  of the  average  daily  market  value  of the  assets  managed,
     according  to the fee  schedule  shown  below.  Fees  shall  become due and
     payable at the end of each  calendar  quarter in which the Client's  assets
     are managed by Advisor. A deposit,  equal to the fees calculated  according
     to the fee schedule  below,  based on the balance at the  beginning of each
     quarter, will be retained by Advisor until the end of each quarter at which
     time the fees are due and payable.  Advisor  shall notify Client in writing
     of the amount of fees due, how the fees were  calculated,  and the value of
     the assets on which the fees were  computed.  Client  will  provide  for an
     automatic  draft to be established for payment of all fees. The base number
     for fee calculation  shall be the assets under  management by Advisor as of
     the end of each  calendar  quarter.  Fees for a  partial  quarter  shall be
     calculated  on a pro rata basis  assuming  365 day year.  Advisor  does not
     offer any fee  schedule  based on account  performance.  All  Accounts  are
     subject to a minimum quarterly fee of $500.00.
<TABLE>
<S>                                                                                  <C>             <C>   


          Fee Schedule 
          Assets Managed  (average daily balance in quarter)                          Ann Rate        Qtly Rate

          Amounts  equal to or less than $250,000                                       2.50%           .6250%                      
          Amounts  greater than $250,000 or equal to $500,000                           2.00%           .5000%                  
          Amounts  greater than  $500,000 but less than or equal to $1,000,000          1.75%           .4375%                  
          Amounts  greater than $1,000,000 but less than or equal to $3,000,000         1.25%           .3125%                  
          Amounts  greater than $3,000,000                                                     negotiable  

</TABLE>
                                                            
                                                                             
 
                                                                            
15851 Dallas Parkway, Suite 1155                           (214) 234-2829(Voice)
Dallas, TX 75248                                           (214) 234-8949 (FAX)


<PAGE>


     All fees are payable  monthly or quarterly and are negotiable  with Client.
     Where  advanced  retainers are  deposited,  and are not for more than three
     months in advance,  and if the engagement is subsequently  terminated,  any
     unearned  fees will be refunded to Client.  Client  agrees that the Advisor
     may send bills for its fees for direct  payment by the bank or firm holding
     Client's securities and funds, provided that at the same time Advisor sends
     a copy of its billing to Client showing the amount of the fee, the value of
     the Client's  assets on which the fee is based,  and the specific manner in
     which the fee is calculated.

10.  Assignability:
     This  Agreement  may not be assigned to any third party by without  written
     consent of Client.  This  agreement  shall be binding upon and inure to the
     benefit of the parties, and successors, heirs and assigns of Client.

11.  Divisibility of Agreement:
     If any  provision  of  this  Agreement  is held  by a  court  of  competent
     jurisdiction  to  be  invalid,   void,  or  unenforceable,   the  remaining
     provisions  shall  nevertheless  continue in full force and effect  without
     being impaired or invalidated in any way.

12.  Term of Agreement:
     This  Agreement  shall  take  effect  as of the date of  execution  by both
     parties, and shall continue in effect until terminated by either party, one
     to the other, upon thirty days written notice.

13.  Appointment  of Rushmore  as  Attorney-in-Fact:
     Subject to the elections in paragraph 2, Client  agrees to appoint  Advisor
     its agent and attorney-in-fact in connection with assets managed by Advisor
     for Client,  including but not limited to, purchase and sale of securities,
     clearance and settlement of securities transactions, transfer, receipt, and
     delivery  of  securities  or cash,  and  authorizes  Advisor  to give  such
     instructions and to act on behalf of the Client with respect to the managed
     assets in the same  manner  and with the same  force  and  effect as if the
     Client  acted  directly.  This  Limited  Power of Attorney  shall remain in
     effect  until  authority  is revoked by Client  upon  receipt by Advisor of
     written notice of such revocation. A copy of the Limited Power of Attorney,
     once executed, will be attached hereto as exhibit B.

14. Entire Agreement:
     This Agreement  supersedes any and all other agreements,  either oral or in
     writing,  between the parties hereto with respect to the subject matter and
     contains  all of the  covenants  and  agreements  between the parties  with
     respect to said matter.  Each party to this Agreement  acknowledges that no
     representations,  inducements, promises or agreements, orally or otherwise,
     have been made by any party, or anyone acting on behalf of any party, which
     are not  embodied  herein,  and that no  other  agreement,  statements,  or
     promises not contained in this Agreement shall be valid or binding.

15. Governing Law:
     This  agreement  shall be governed by and construed in accordance  with the
     laws  of the  State  of  Texas  15851  Dallas  Parkway,  Suite  1155  (214)
     234-2829(Voice) Dallas, TX 75248 (214) 234-8949 (FAX)
                                                                            
15851 Dallas Parkway, Suite 1155                           (214) 234-2829(Voice)
Dallas, TX 75248                                           (214) 234-8949 (FAX)


<PAGE>


16. Notices:
     Notices under this Agreement  shall be in written form, and directed to the
     designated  representatives  of  Advisor  and Client as shown  below.  Both
     Advisor and Client warrant that the parties  designated below and executing
     this  Agreement are duly  authorized to enter into this Agreement on behalf
     of their respective entities.

17. Recommendations:
     The  recommendations  to be provided  under this  agreement are advisory in
     nature,  and Client  expressly agrees that Advisor shall not be held liable
     in any manner with  reference to the  investment  performance  of Advisor's
     recommendations,  provided  those  recommendations  are  duly  provided  by
     Advisor in good faith,  with reasonable care and consideration for Client's
     circumstances.

18. Arbitration:
     Any  controversy or claim arising out of or related to this  agreement,  or
     any breach thereof, shall be settled by arbitration, in accordance with the
     Commercial Arbitration Rules of the American Arbitration  Association,  and
     Judgment upon the award rendered by the  Arbitrator(s)  may be entered into
     any Court having jurisdiction thereof.

19. Other Acknowledgments.
     Client  acknowledges  that it has  received at least 48 hours in advance of
     signing this agreement,  a disclosure  statement from Advisor that includes
     (i) any affiliations with any securities dealer or other investment advisor
     and the nature of such affiliation, (ii) the Advisor's fee schedule and the
     extent to which  such fees are  negotiable,  (iii) the  extent to which the
     Advisor will also act as  principal  or as an agent to execute  recommended
     transactions in securities,  and (iv) other information about Advisor. Such
     disclosure  may be  satisfied  by delivery to Client of Part II of the form
     ADV of Advisor, as filed with the Securities and Exchange Commission.

Rushmore:                                    Client:  Please Print Name &   
                                                      Address    

                                                              
                                                                             
Rushmore Investment Advisors, Inc.                
18581 Dallas Parkway, Suite 1155                                             
Dallas, TX 75248                             
ACCEPTED, this   day of    , 19
                                                                             
                                                                            
By:                                          By:                            
Frederick E. Mowery, President                                 Client   

                                                                               
15851 Dallas Parkway, Suite 1155                           (214) 234-2829(Voice)
Dallas, TX 75248                                            (214) 234-8949 (FAX)
                                                                               


<PAGE>



Exhibit 10.9


                              AFFILIATION AGREEMENT

This AFFILIATION  AGREEMENT  ("Agreement") is entered into and made effective on
the date set  forth  below,  between  ____________("Agent"),  whose  address  is
indicated below,  and Rushmore  Insurance  Services,  Incorporated  and/or,  its
affiliates or assigns ("Rushmore"), whose address is 13355 Noel Road, Suite 650,
Dallas, Texas 75240.

                                    RECITALS
                                    --------

     WHEREAS,  Rushmore has entered into various National  Marketing  Agreements
with  Insurance  and  Investment   Companies,   and  has  developed  unique  and
proprietary concepts,  products,  systems and agencies for the exclusive benefit
of Rushmore and its agents; and,

     WHEREAS, Agent desires,  individually and/or through other agents recruited
by Agent, to market insurance and other financial products and services,  and to
utilize  the  concepts  and  systems   provided   through  Rushmore  and/or  its
affiliates; and,

     WHEREAS, Agent desires to receive loans or advances and is duly indebted to
Rushmore as a result of various Commission Advance,  Cash Loan, or Annualization
Agreements  which  Rushmore  may advance or  guarantee  from time to time at its
discretion (hereinafter referred to as the "Indebtedness"); and,

     WHEREAS,  In the event the  Indebtedness  or any  portion  thereof  becomes
unrecoverable,  Agent  desires  to  assign  any and all  insurance  commissions,
including first year and renewal,  now due or which may become due to Agent from
each and every insurance  company with whom the Agent is now licensed or becomes
licensed  subsequent to the date of this  Agreement  hereinafter  referred to as
"Companies").

     Now,  THEREFORE,  in  consideration  of the mutual  benefits to be derived,
Agent and Rushmore agree as follows:

1.  Responsibility  for License and Compliance with Applicable Laws. Agent shall
be solely  responsible (i) for complying with all state,  federal and local laws
applicable  and (ii) for  obtaining  any  permits  or  licenses  required  under
applicable  state,  federal and local laws necessary to become  affiliated  with
Rushmore  and to  receive  a fee for  soliciting  insurance  or other  financial
products. Agent agrees to promptly furnish to Rushmore a copy of such license(s)
prior to commencement of Agent's solicitation of any customer;  and Agent agrees
to maintain and keep current such  license(s) and to promptly notify Rushmore of
any changes in the licensing requirements applicable to Agent.

2.  Compliance.  Agent agrees to comply fully with all program  guidelines,  and
other  policies,  procedures  and  criteria  established  from  time  to time by
Rushmore or Companies.  Further,  Agent agrees to use only solicitation or other
materials approved by Rushmore or Companies and shall use no other solicitation,
advertising or similar  materials when  communicating  or dealing with potential
customers.

3. Use of Rushmore Name. Rushmore agrees to permit Agent the use of the Rushmore
name,  Logo,  Trademarks,  Copyrights,  Materials,  Systems,  Forms,  and  other
proprietary  information.  Agent agrees to use all due  diligence to protect the
good name and image of Rushmore,  to treat all such information  confidentially,
and not to disclose or distribute such  information by any means to unauthorized
third parties.

4. Confidential  Information.  Agent  acknowledges that the concepts,  products,
systems and other materials  provided to Agent by Rushmore are the sole property
of  Rushmore,  and  Agent  agrees  not to use any such  materials,  directly  or
indirectly,  for any purpose whatsoever during the term of this Agreement, other
than the solicitation  and referral of customers,  and further agrees not to use
such  materials,  directly or  indirectly,  in any manner  whatsoever  after the
termination  of this  Agreement.  With the  exception of his or her own downline
agents,  Agent agrees not to solicit or recruit,  for any purpose,  other agents
within Rushmore and to treat such agents as confidential and proprietary.

5. Submission of  Applications.  Agent hereby covenants and agrees not to submit
any  application  for a customer  to replace a policy of  insurance  issued by a
company  represented by Rushmore,  and not to submit any application which Agent
knows  or  should  have  known  to  contain  false,   fraudulent  or  misleading
information.

6. Fees to Agent.  Agent shall be paid a commission in connection  with the sale
of various  products in accordance with the commission and override  schedule in
effect.  Agent  acknowledges  receipt of same for each company  represented  and
agrees to the commission,  override and Advance  Agreement  currently in effect.
Rushmore  may at any time  change or amend the  commission,  override or advance
schedule.


<PAGE>


7.  Management  Responsibility.  Agent  agrees  to  supervise  and  oversee  the
activities  of all  downline  agents,  if any, for and in  consideration  of the
various management,  generational or bonus overrides received; including but not
limited to,  marketing  and sales  support,  administrative  support,  training,
compliance,  education,  dissemination  of  bulletins,  etc.  from  Rushmore  or
Companies  regarding policies and procedures,  etc. Agent understands and agrees
that  Agent is  responsible  for all  downline  debit  balances  and  quality of
business  and  agrees  to use all due  diligence  in  recruiting,  managing  and
motivating downline agents.

8. Setoff.  If Agent has any  indebtedness to Rushmore at any time,  either as a
result of Agent's indemnification hereunder or under any other provision of this
Agreement  or any  provision  of any other  agreement  with  Companies  or other
arrangement  between Agent and Rushmore;  Rushmore may setoff such  indebtedness
against obligations of Rushmore to Agent under this Agreement.

9.  Assignment  to Offset  Indebtedness.  In the  event any of the  Indebtedness
remains  unrecoverable after such setoff,  Agent does hereby irrevocably assign,
transfer and set over to Rushmore all the Agent's  right,  title and interest in
and to any and all  commissions  now due or which may  hereafter  become  due to
Agent from Companies due to any indebtedness to Rushmore.  Commissions  assigned
hereunder are those  commissions  payable to Agent  pursuant to the terms of any
and all Commission  Agreements  for Agents or Brokers  entered into by Agent and
Companies.  Commissions  shall also include any and all moneys to be received by
Agent from  Companies  as a result of Agent's  insurance  activities  for and on
behalf of Companies.

10. Appointment of Rushmore.  Agent hereby constitutes and appoints Rushmore its
true,  lawful and  irrevocable  attorney-in-fact  to demand, receive and enforce
payments and to give receipts,  releases,  satisfactions  for and to sue for all
sums payable to Agent from Companies, and this may be done either in the name of
Agent or in the name of  Rushmore  with the same  force and  effect as the Agent
could do if this  Agreement had not been made. Any and all sums of money subject
to this Agreement  which may be received by Agent to which Rushmore is entitled,
will be received  by Agent as trustee for  Rushmore.  This  assignment  shall be
effective  from the date of this  Agreement and shall remain in effect until all
the Indebtedness referred to herein is extinguished.

11. Crediting  Commissions.  All sums of money received by Rushmore  pursuant to
this Agreement shall be credited by Rushmore against any Indebtedness. Any funds
received by Rushmore from Companies in excess of the Indebtedness outstanding as
of the date of  receipt  of such  funds  will  become  the  property  of  Agent.
Companies are not a party to this  Agreement.  Their only  obligation upon their
acceptance  of a copy  hereof,  will be the  payment to  Rushmore of any and all
commissions now due or hereafter to become due to Agent.

12.  No  Prior  Liens.  Agent  represents,  warrants  and  agrees  that no prior
assignment,  security  interest or lien, other than as contained herein has been
created or exists with respect to the commission  payable,  under any Commission
Agreement described above; and Agent will not create or suffer to exist any such
assignment, security interest or lien, other than this Agreement.

13. Indemnification, Agent hereby agrees to indemnify and hold Rushmore harmless
from all damages,  losses, costs and expenses,  including reasonable  attorneys'
fees,  which Rushmore may sustain as result of Agent's  negligence,  intentional
tort, or breach of any representation, covenant, agreement or warranty contained
herein.

14. Independent  Contractors.  In performing Agent's responsibilities under this
Agreement, Agent is an independent contractor paying his or her own expenses and
all taxes as a self-employed  person.  This Agreement does not create, and shall
not be construed to create,  a  relationship  of partner or joint  venture or an
association for profit or an employer/employee relationship between Rushmore and
Agent.

15.  Survival.  Each of the  representations  and  warranties  set forth in this
Agreement  shall  survive  the  execution,  delivery  and  termination  of  this
Agreement.

16.  Termination.  This agreement may be terminated by Rushmore for cause or for
lack  of  production  upon  written  notice  to  Agent.  This  Agreement  may be
terminated by Agent for any reason upon 30 days written notice to Rushmore.

17.  Governing  Law.  This  Agreement  shall be  construed  and  interpreted  in
accordance  with the laws of the State of Texas.  Venue for any dispute  arising
from this Agreement shall be set in Dallas County, Texas.

<PAGE>


18. Entire  Agreement.  This Agreement  represents the entire agreement  between
Agent and Rushmore relating to the subject matter hereof and may not be amended,
other than  provided in  Paragraph 6, except by written  instrument  executed by
both parties.  This  Agreement and all rights and  liabilities  hereunder  shall
inure to the benefit of Agent and Rushmore and its successors  and assigns,  and
shall be binding on the heirs,  administrators,  successors  and assigns of each
party.

          EXECUTED to be effective as of this ________day of ________  19.

AGENT INFORMATION   
- -----------------
(please print clearly)                          AGENT
                                                ------



- ----------------------------                    --------------------------------
First Name           MI                                  Signature


- ----------------------------                      
Last Name


- ----------------------------
Mailing-Street Address                        RUSHMORE
                                              --------

- ----------------------------
City       State    Zip


- ----------------------------
Business Phone


- ----------------------------
Fax#



- ----------------------------
Social Security Number


- ----------------------------
Upline Managing General Agent

<PAGE>


Exhibit 10.10.1

                       FULLY DISCLOSED CLEARING AGREEMENT




     This Fully Disclosed  Clearing  Agreement (the  Agreement") is executed and
entered into by and between Southwest Securities, Inc. ("Southwest"), a Delaware
corporation, and Rushmore Services Corp ("Correspondent"), a Dallas corporation.
                 ----------------------                      -------

     WHEREAS,  Correspondent  is in the process of  registering or is registered
with the Securities Exchange Commission ("SEC") as a broker-dealer of securities
in  accordance  with Section  15(b) of the  Securities  and Exchange Act of 1934
(the  "Act") and is  applying  for  membership  or is a member of the  National
Association of Securities Dealers,  Inc. ("NASD"),  and desires to enter into an
agreement with Southwest for Southwest to clear and maintain  customer  accounts
on behalf of Correspondent; and

     WHEREAS,  Southwest  meets all  requirements  of the SEC to  function  as a
clearing  broker or dealer,  and desires to enter into an agreement to clear and
maintain  cash,  margin or other  accounts  ("Accounts")  for  Correspondent  or
customers of Correspondent  ("Customers"),  (such Accounts of Correspondent  and
Customers  being  hereinafter  referred  to  as  "Correspondent   Accounts"  and
"Customer Accounts," respectively).

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
and of guarantee of this Agreement by any  guarantor(s),  and for other good and
valuable   consideration   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties agree as follows:

1. REPRESENTATIONS AND WARRANTIES; AGENCY RELATIONSHIP

(a)  Representations and Warranties of Correspondent.  Correspondent  represents
     and warrants to Southwest that:

     (i)  Correspondent is a corporation duly organized, validly existing and in
          good standing  under the laws of the state of its  incorporation,  and
          authorized to conduct business in each state where such  authorization
          is required.

     (ii) Correspondent  has all the requisite  authority in conformity with all
          applicable  laws and  regulations  to enter into this Agreement and to
          retain the services of Southwest in accordance with the terms hereof.

     (iii)Correspondent  shall not conduct any securities business in accordance
          with the terms of this  Agreement  unless or until it is accepted as a
          member in good standing of the NASD, its registration  with the SEC is
          effective,  and it is duly licensed in accordance  with the provisions
          of any applicable state securities laws.


<PAGE>


     (iv) Correspondent  shall not conduct any business in securities  unless it
          has all requisite authority,  whether arising under applicable federal
          or state laws. rules and regulations, or under the bylaws and rules of
          any   securities   exchange  or   securities   association   to  which
          Correspondent is subject.

     (v)  Correspondent has no arrangement with any other firm for the provision
          by such other firm of clearing  services for any Customer  Accounts or
          Correspondent   Accounts,   or  if   any   such   arrangement   exists
          Correspondent  has fully  disclosed the nature of such  arrangement to
          Southwest in writing.

(b)  Representations  and  Warranties of  Southwest.  Southwest  represents  and
     warrants to Correspondent that:

     (i)  Southwest is a corporation  duly  organized,  validly  existing and in
          good standing  under the laws of the state of Delaware and  authorized
          to do business in each state where such authorization is required.

     (ii) Southwest  is  registered  as a  broker-dealer  with the SEC and is in
          compliance with the rules and regulations thereof.

     (iii)Southwest is a member  corporation in good standing of the NASD and is
          in compliance with the rules and regulations thereof.

     (iv) Southwest  is in  compliance  with the rules and  regulations  of each
          national securities exchange of which it is a member.


2.   CUSTOMER AND CORRESPONDENT ACCOUNTS

Responsibility  for  compliance  with the  provisions  of the NASD Rules of Fair
Practice regarding opening,  approving and monitoring Customer Accounts shall be
allocated between Southwest and Correspondent as set forth in this Section 2.

(a)  Account Documentation.  Correspondent will be responsible for obtaining and
     verifying  all  required  information  and the  identity of each  potential
     Customer. Correspondent will be responsible for obtaining and furnishing to
     Southwest  all  customary  and  necessary  documents  related  to  Customer
     Accounts  and  Correspondent  Accounts,  and such  other  documentation  as
     Southwest  may  reasonably  require from time to time,  all in such form as
     shall be reasonably  acceptable to  Southwest.  Correspondent  also will be
     responsible for the transmissions of all required documents to Southwest on
     a timely  basis,  but in any event within seven (7) days after a request to
     open an  account  is  made to  Southwest.  Correspondent  acknowledges  its
     obligations  to  retain  all  documents  in an easily  accessible  place in
     accordance  with any  applicable  rules and  regulations  of  regulatory or
     self-regulatory  agencies or bodies,  and  Correspondent  agrees to provide
     original  documents  by  overnight  delivery or a legible copy by facsimile
     transmission of such

                                        2


<PAGE>


     documents  within  twenty-four  (24)  hours of a  request  from  Southwest.
     Correspondent will be responsible for complying with the requirement of SEC
     Rule 15c2-5. if applicable.

     (b)  Knowledge   of  Customer   and   Customer's   Investment   Objectives.
          Correspondent will be responsible for learning and documenting all the
          facts  relative to every  Customer  necessary to insure  compliance by
          Correspondent  with applicable  rules and  regulations.  Including the
          information  and  instructions  submitted  to  Southwest  pursuant  to
          Section  2(a),  any  additional   facts  relative  to  the  Customer's
          investment  objectives.  and to the nature of every Customer  Account,
          every  order and  every  person  holding  power of  attorney  over any
          Customer Account.  Correspondent  shall be solely  responsible for any
          issues regarding the suitability of any investments for its Customers.

     (c)  Acceptance of Accounts.  An authorized officer of Correspondent  shall
          accept and approve each Customer and Customer  Account.  Each Customer
          and  Customer  Account  approved  by  Correspondent  and  opened  with
          Southwest  shall  be  subject  to  Southwest's  acceptance.  Southwest
          reserves  the right to withhold  acceptance  of or to reject.  for any
          reason, any Customer,  Customer Account,  Correspondent Account or any
          transaction  for any Account and to terminate  any Account  previously
          accepted by Southwest. Acceptance of each Account shall be conditioned
          upon Southwest's  receipt of all required  completed forms as required
          by  Section  2(a).  Correspondent  shall not  submit  such  forms with
          respect  to  any  Customer  Account  unless  Correspondent  has in its
          possession the  documentation of all information  required pursuant to
          Section  2(b).  Southwest  shall be under no  obligation to accept any
          Account as to which any  documentation  required  to be  submitted  to
          Southwest or maintained by Correspondent pursuant to Sections 2(a) and
          2(b) is incomplete. Prior to acceptance of any Account no action taken
          by Southwest or any of its employees, including, without being limited
          to  clearing  a trade in any  Account  shall be  deemed to be or shall
          constitute acceptance of such Account.

     (d)  Supervision  of  Transactions  and  Accounts.  Correspondent  will  be
          responsible for the review and supervision of, and the suitability of,
          investments  made by each and every one of its  Customers  and for the
          supervision and monitoring of all discretionary Accounts maintained by
          Correspondent, and Southwest shall have no responsibility for such. An
          authorized officer of Correspondent  shall approve each transaction in
          each Customer  Account accepted by Southwest.  Correspondent  shall be
          responsible  for  insuring  that all  transactions  in and  activities
          related  to  all  Accounts  opened  by it  with  Southwest,  including
          discretionary  Accounts,  will be in  compliance  with all  applicable
          laws. rules and regulations of the United States,  the states thereof,
          and regulatory and self-regulatory  agencies and bodies, including any
          laws  relating  to  Correspondent's   fiduciary   responsibilities  to
          Customers, either under the Employee Retirement Income Security Act of
          1974  or  otherwise;  and  in  this  connection,  Correspondent  shall
          diligently  supervise the  activities  of its officers,  employees and
          representatives with respect to such Accounts.  Southwest will perform
          clearing services provided for in this Agreement for Accounts accepted
          by it in  accordance  with the terms of this  Agreement,  as it may be
          amended  from  time to time,  and  otherwise  in  accordance  with its
          reasonable business judgment.


                                        3


<PAGE>


          To the extent,  if any,  that  Southwest  accepts  from  Correspondent
          orders for  execution in accordance  with Section 7(a),  Correspondent
          shall be  responsible  for informing  Southwest of the location of the
          securities  that are the  subject of the order so that  Southwest  may
          comply with the provisions of 3110 of the NASD Conduct Rules.

     (e)  Accounts of Associated Persons. In each case in which a Customer is an
          employee or otherwise  associated  with a NASD  member,  Correspondent
          shall be responsible  for notifying such member in accordance with the
          provisions  of  Article  III,  Section  28 of the  NASD  Rules of Fair
          Practice.

     (f)  Account Responsibility for Certain Purposes.  Notwithstanding anything
          herein to the  contrary,  for  purposes of the  Securities  Investment
          Protection Act of 1970 and the financial  responsibility  rules of the
          Securities and Exchange Commission only. the Customer Accounts are the
          responsibility  of  Southwest.  Nothing  in  this  Section  2(f)  will
          otherwise  change or affect the  provisions  of this  Agreement or any
          information  provided to Customers (including the Customer Information
          Brochure  provided to Correspondent by Southwest),  which provide that
          each  Customer  remains  a  Customer  of  Correspondent  for all other
          purposes,  including but not limited to sales practices,  supervision,
          suitability,  etc. Further, it is understood that Correspondent is not
          Southwest's agent for sales purposes and neither Correspondent nor any
          of its employees or agents can bind Southwest or make  representations
          on  Southwest's  behalf to any  Customers  regarding  any  transaction
          cleared by Southwest on Correspondent's behalf.


3. EXTENSION OF CREDIT

     Responsibility for compliance with the provisions of Regulation T issued by
the Board of Governors of the Federal  Reserve System pursuant to the Securities
Exchange  Act  of  1934   ("Regulation  T")  and  all  other  applicable  rules,
regulations and requirements of any exchange or regulatory  agency affecting the
extension of credit shall be allocated  between  Southwest and  Correspondent as
set forth in this Section 3.

     (a)  Margin  Agreements.  At the time of  opening of each  margin  account,
          Correspondent will furnish Southwest with a Southwest Margin and Short
          Account  Customer  Agreement,  executed by  Customer,  and on the form
          furnished to Correspondent by Southwest.

     (b)  Margin  and  Margin  Maintenance.  Correspondent  is  responsible  for
          assuring  Customer's payment of Customer's initial margin requirements
          and of all amounts  necessary to meet subsequent  maintenance calls in
          each Customer Account,  to insure compliance with Regulation T and the
          house rules of Southwest. Correspondent is responsible for the payment
          of initial margin  requirements  and of all amounts  necessary to meet
          subsequent margin calls in each Correspondent Account.




                                        4


<PAGE>


          Southwest  shall  have  the  unlimited  right  to buy in or  sell  out
          positions in Accounts whenever  Southwest in its sole discretion deems
          such action appropriate. and without regard to whether, if the Account
          is a Margin  Account,  any such  Account  is then in  compliance  with
          applicable  margin   maintenance   requirement  or  has  requested  an
          extension  of time for any  Account to make any  payment  required  by
          Regulation T. Correspondent  acknowledges that Southwest has the right
          to demand  payment  on any debit  balance  and that  Correspondent  is
          responsible  to Southwest  for any unsecured  debit balance  resulting
          from any failure of a Customer to make any such payments upon demand.

     (c)  Margin Requirements. Southwest will be responsible for setting minimum
          margin requirements and advising  Correspondent when calls are issued.
          Southwest may change the margin requirements applicable to any Account
          or class of accounts,  as described in its house rules;  Correspondent
          shall  be  responsible  for  advising  its  Customer  of  the  changed
          requirements and for the payment by Customer of any additional  margin
          necessary  to  insure  compliance  with such  increased  requirements.
          Correspondent  may establish for any of its Customer  Accounts  higher
          minimum margin  requirements  than those  requirements  established by
          Southwest;  however  Southwest will not be responsible  for monitoring
          the  higher  minimum  on behalf of  Correspondent,  unless  the higher
          standard is one that can be  accommodated  by the  Southwest  computer
          system.

     (d)  Extensions.  Correspondent  will be responsible for advising Southwest
          to obtain  extensions  under  appropriate  federal  regulations.  Only
          Southwest shall perform the clerical  function of obtaining  requested
          extensions from the applicable regulatory authorities.

     (e)  Losses.  In addition  to, and not in  limitation  of,  Correspondent's
          agreement to indemnify Southwest pursuant to the provisions of Section
          10,  Correspondent  indemnifies and holds harmless  Southwest from and
          against any and all loss, cost, expense and liability (including legal
          and accounting fees and expenses)  sustained by Southwest  arising Out
          of any of the following events:

          any failure by any  Customer to comply with the terms of its  Customer
          Margin and Short Account Agreement with Southwest;

          Southwest's re-booking of margin transactions as cash transactions;

          Southwest's  broker's  execution of a transaction for the account of a
          Customer,

          the failure of Correspondent or any Customer, in a margin transaction,
          to comply with Regulation T;

          the failure of  Correspondent:  to satisfy its obligations  under this
          Section 3; or


                                       5
<PAGE>

                                        
          in a cash  transaction,  the failure of delivery of securities sold or
          failure of payment for  securities  purchased in  accordance  with the
          provisions  of  Regulation  T; the return to  Southwest  unpaid of any
          check given to  Southwest by  Correspondent  or any  Customer;  or the
          payment for and/or  delivery of all "when issued"  transactions  which
          Southwest may accept or execute for the Accounts.


4. MAINTENANCE OF BOOKS AND RECORDS

     (a)  Southwest's  Books and Records.  Southwest will maintain stock records
          and  other  records  on a basis  consistent  with  generally  accepted
          practices in the securities  industry and will maintain copies of such
          records  as  are  produced  by  Southwest,   in  accordance  with  all
          applicable  rules and  regulations of regulatory  and  self-regulatory
          agencies and bodies,  including the NASD and SEC guidelines for record
          retention in effect from time to time.  In  connection  with  Customer
          Accounts,  Southwest will maintain and preserve such books and records
          pertaining thereto, pursuant to the requirements of SEC Rule 17a-3, as
          are customarily made and kept by Southwest.

     (b)  Correspondent's  Books and Records.  Notwithstanding the provisions of
          Section 4(a),  Correspondent shall maintain ledgers (or other records)
          reflecting all assets and liabilities, income and expenses and capital
          accounts; monies borrowed and monies loaned (together with a record of
          the collateral  therefor and any substitution in such  collateral);  a
          record of the  computation of aggregate  indebtedness  and net capital
          pursuant  to  SEC  Rule  15c3-l;   and   personnel   files   including
          applications  for  employment  executed by each  "associated  person".
          Correspondent  also shall  maintain  a  memorandum  of each  brokerage
          order,  and of any  other  instruction,  given  or  received  for  the
          purchase or sale of securities,  whether executed or unexecuted.  Such
          memorandum  shall  show  the  terms  and  conditions  of the  order or
          instructions  and of any  modification  or cancellation  thereof,  the
          account  for  which  entered,  the time of  entry,  the price at which
          executed  and,  to the  extent  feasible,  the  time of  execution  or
          cancellation.

     (c)  Books and Records of Both Parties.  Southwest and Correspondent  shall
          each be responsible  for preparing and filing the reports  required by
          the  regulatory  and  self-regulatory  agencies  and bodies  that have
          jurisdiction  over each,  and  Southwest and  Correspondent  will each
          provide  the other  with  such  information,  if any,  which is in the
          control of one party but is  required by the other to prepare any such
          report.


5. RECEIPT, DELIVERY AND SAFEGUARDING OF FUNDS AND SECURITIES

     (a)  Receipt and  Delivery in the Ordinary  Course of Business.  As between
          Southwest and  Correspondent,  the party having possession of Customer
          funds or securities shall be responsible for  safeguarding  such funds
          and  securities.  Correspondent  shall  promptly  transmit  securities
          and/or  funds to  Southwest  when  securities  and/or  funds are to be
          delivered to Southwest. However, Southwest will not be responsible for
          any funds or


                                        6


<PAGE>


          securities  delivered  by a Customer or  Correspondent,  its agents or
          employees,  until such funds or securities are physically delivered to
          Southwest's  premises and accepted by an authorized  representative of
          Southwest or  deposited in bank  accounts  maintained  in  Southwest's
          name.  Correspondent  shall be  responsible  for the prompt payment to
          Southwest for securities  purchased and prompt  delivery of securities
          sold in Customer Accounts.  Correspondent shall be responsible for the
          authenticity of all  certificates and delivery of certificates in good
          form by Customers to Southwest.

          With respect to all payments  made or to be made to  Southwest,  by or
          for a  Customer  of  Correspondent,  Correspondent  shall  immediately
          forward all such funds to  Southwest,  either by U.S. Mail or mutually
          acceptable courier service or by deposit to local depository bank, and
          an officer of  Correspondent  shall verify and warrant that said funds
          are credited to the proper  Southwest  Customer  Account,  and further
          shall notify Southwest to enter on Southwest's  books and records said
          deposit of Customer funds.

          With respect to any securities certificates delivered to Southwest for
          a Customer of Correspondent,  an officer of Correspondent shall verify
          and warrant (i) that any  securities  not bearing a restricted  legend
          are fully paid for and freely tradable; (ii) that Correspondent has no
          reason to  suspect  any  defect or  irregularity  with  respect to any
          securities and any endorsements thereon; (iii) that the securities are
          free of any liens and adverse claims, (iv) that the party transferring
          the  securities has legal title to them or the authority to effect the
          proposed   transfer:   and  (v)  that  the   regulatory   requirements
          restricting the sale or transfer of securities that bear a restrictive
          legend  (pursuant  to SEC  Rules  144 or 145 or  otherwise)  have been
          satisfied or will be satisfied within the appropriate time frames.

          Correspondent   acknowledges   that  it  is  solely   responsible  for
          satisfying  any loss or  shortfall of a Customer  Account,  or for any
          other  event  which  causes  the  assets in a  Customer  Account to be
          insufficient  in amount or  otherwise  unavailable  to timely meet the
          obligations of Customer to Southwest.

     (b)  Custody  Services.  Whenever  Southwest has been  instructed to act as
          custodian of the securities in any  Correspondent or Customer Account,
          or to hold such  securities in  "safekeeping,"  Southwest may hold the
          securities in the Customer's  name or may cause such  securities to be
          registered  in the name of Southwest or its nominee or in the names of
          nominees of any depository  used by Southwest.  Southwest will perform
          the  services  required in  connection  with acting as  custodian  for
          securities  in  Correspondent  and  Customer  accounts,  such  as  (i)
          collection  and payment of dividends;  (ii)  transmittal  and handling
          (through  Correspondent)  of tenders or  exchanges  pursuant to tender
          offers and exchange offers;  (iii)  transmittal of proxy materials and
          other  shareholder  communications;  and (iv) handling of exercises or
          expirations of rights and warrants, and of redemptions of securities.

     (c)  Receipt and Delivery Pursuant to Special Instruction. Upon instruction
          from  Correspondent  and/or  a  Customer,  Southwest  will  make  such
          transfers of securities or


                                        7


<PAGE>


          Accounts as may be requested.  Correspondent  shall be responsible for
          determining  if any  securities  held  in  Correspondent  or  Customer
          Accounts are "restricted  securities' or "control stock" as defined by
          the rules of the SEC and that orders  executed for such securities are
          in compliance with the applicable laws, rules and regulations.

     (d)  Draft-Issuing  Authority.  At its  discretion  Southwest may authorize
          certain   of   Correspondent's   employees   to  sign   drafts,   with
          Correspondent as the drawer,  payable to Correspondent's  Customers in
          amounts and pursuant to  conditions  as may be determined by Southwest
          from  time to time.  Correspondent  agrees  that it will  not  request
          Southwest to  authorize  someone to sign drafts who is not an employee
          of   Correspondent.   With   respect   to  any  drafts  so  issued  by
          Correspondent,  an officer of  Correspondent  shall verify and warrant
          before  causing  the  draft to be  issued  (i)  that  the  funds to be
          transmitted  are due payee and that payee has the authority to receive
          those  funds;  (ii) that the  funds  are free of any liens or  adverse
          claims at the time of payment,  and are not expected to become subject
          to any such liens or claims within the foreseeable  future;  and (iii)
          that the funds are not needed at the time of payment to satisfy margin
          or other collateral requirements of the Customer.

          Correspondent agrees to fully indemnify Southwest from the negligence,
          fraud  or  mistakes  of  Correspondent,   Correspondent's   employees,
          independent  agents and  contractors  and Customers in connection with
          any draft issuing  authority granted  hereunder.  Southwest may in its
          discretion  require  Correspondent  to post a performance bond in such
          amount and with such deductible as Southwest may determine in order to
          protect Southwest against any such losses. Furthermore,  Correspondent
          authorizes  Southwest  to charge  any  Correspondent  Account or other
          assets of Correspondent  held by Southwest with the amount of any such
          losses.

          Notwithstanding  Section 5(a),  Southwest will not be responsible  for
          the    safeguarding   of   funds   withdrawn   by   Correspondent   or
          Correspondent's  employees  pursuant to such draft issuing  authority.
          Southwest may withdraw this draft issuing  privilege without notice at
          any time during the term of this Agreement.  Notwithstanding  anything
          herein  to  the  contrary,  Southwest  may at any  time,  at its  sole
          discretion,  despite any prior  authorization,  refuse  payment on any
          draft for which Correspondent is drawer and Southwest is drawee.


6. CONFIRMATIONS AND STATEMENTS

     (a)  Preparation  and  Transmissions.  Southwest  will  prepare and send to
          Customers monthly statements of account (or quarterly statements if no
          activity  occurs in an account during the calendar  quarter covered by
          such statement),  which statements shall meet Southwest's requirements
          as  to  format  and  quality  and  will  indicate  that  Correspondent
          introduced the Account.  Unless  otherwise  agreed,  Southwest will be
          responsible for preparing and  transmitting  confirmations;  provided,
          however,   that  Correspondent  may  elect  to  prepare  and  transmit
          confirmations, subject to prior approval by Southwest and


                                        8


<PAGE>


          compliance by  Correspondent  with the provisions of 2230 NASD Conduct
          Rules. Correspondent shall not generate and/or prepare any statements,
          billings or confirmations respecting any Account except as provided in
          this Agreement or pursuant to an agreement  executed between Southwest
          and  Correspondent  that  authorizes  Correspondent  to print and mail
          statements  to Accounts on behalf of  Southwest.  If such an agreement
          has been executed,  Correspondent  covenants that it shall comply with
          all  requirements  for  statements  imposed  upon  Southwest  of which
          Correspondent has notice or has been advised of by Southwest under all
          applicable laws, rules and regulations, including, but not limited to,
          the SEC, NASD,  Federal  Reserve Board and all other  regulatory.  and
          self-regulatory  agencies and bodies.  Correspondent further covenants
          that it shall not  modify  or amend the  agreed  upon  statement  form
          provided without the prior written consent of Southwest.

     (b)  Examination and  Notification of Errors.  Correspondent  shall examine
          promptly all monthly  statements  of account,  monthly  statements  of
          clearing  services  and other  reports  provided to  Correspondent  by
          Southwest.  Correspondent  shall notify Southwest of any error claimed
          by Correspondent in any Account in connection with (i) any transaction
          prior to the settlement  date of such  transaction,  (ii)  information
          appearing on daily  reports  within  seven (7)  calendar  days of such
          report,  and (iii)  information  appearing  on monthly  statements  or
          reports within thirty (30) calendar days of Correspondent's receipt of
          any  monthly  statement  or  report.  Any  notice  of  error  shall be
          accompanied by such  documentation as may be necessary to substantiate
          Correspondent's  claim.  Correspondent  shall  provide  promptly  upon
          Southwest's  request  any  additional  documentation  which  Southwest
          reasonably believes is necessary or desirable to determine and correct
          any such error.


7. ACCEPTANCE OF ORDERS, EXECUTION OF TRANSACTIONS, OTHER SERVICES

     (a)  Customer's Orders. Orders received by Correspondent can be executed by
          Correspondent  or  forwarded  to Southwest  for  execution.  The party
          executing  the order  shall be  responsible  for errors in  execution.
          Acceptance of orders from  Customers  shall be the  responsibility  of
          Correspondent,   and  Correspondent   shall  be  responsible  for  the
          authenticity of all orders.  Correspondent shall promptly transmit all
          orders to Southwest,  and Southwest shall have no  responsibility  for
          orders not promptly  transmitted.  Correspondent  shall advise each of
          its Customers that its  relationship  with Southwest is solely that of
          an  introducing  broker to a clearing  broker and that,  except as set
          forth in Section 2(f) above,  Correspondent  bears all  responsibility
          for the Customer's Account. Southwest reserves the right to reject any
          Customer  order  transmitted  to Southwest  for execution or any order
          executed by  Correspondent  and reported to Southwest  for  clearance.
          Correspondent  assumes  the risk of failure  by any dealer  with which
          Correspondent  executes  an order in the event  such  dealer  fails to
          perform,  and  will  reimburse  Southwest  for any loss  and/or  costs
          incurred by it in the transaction.



                                        9


<PAGE>


     (b)  Transaction  Clearing.  During the term of this  Agreement,  Southwest
          will clear  transactions  on a fully  disclosed  basis for Accounts of
          Correspondent  and the Customers  that  Correspondent  introduces  and
          Southwest accepts as provided in Section 2(c); provided that Southwest
          reserves the right not to clear any transactions for  Correspondent or
          Correspondent's Customers.

     (c)  Other Services.  Southwest will perform such other services, upon such
          terms and at such prices, as Southwest and  Correspondent  shall agree
          from time to time.


8. FEES AND SETTLEMENTS FOR SECURITIES TRANSACTIONS

     (a)  Commissions; Fees for Clearing Services

          (i)  Correspondent  has  provided to  Southwest  its basic  commission
               schedule and Southwest  will charge each Customer the  commission
               shown on such schedule or which  Correspondent  otherwise directs
               Southwest to charge on each  transaction.  Correspondent's  basic
               commission  schedule  may be amended from time to time by written
               instructions to Southwest from Correspondent;  provided, however,
               that  Southwest  shall be required to implement such changes only
               to  the  extent  they  are  within  the  usual   capabilities  of
               Southwest's data processing and operations  systems and only over
               such reasonable time as Southwest may deem necessary or desirable
               to   avoid   disruption   of   Southwest's   normal   operational
               capabilities.  Southwest may charge  Correspondent for changes in
               the basic commission schedule.  Correspondent's  basic commission
               schedule  shall be  within  the  format of  Southwest's  computer
               system.

          (ii) Southwest  will  charge   Correspondent   for  clearing  services
               according  to the fee  schedule  set forth in Schedule A attached
               hereto and, if applicable, Schedule B.

          (iii)Southwest may charge Correspondent expenses incurred by Southwest
               on behalf of Correspondent  pursuant to this Agreement.  Expenses
               incurred  by  Southwest  on behalf of  Correspondent  that may be
               deducted from any payments due to  Correspondent  from  Southwest
               include,  but  are not  limited  to,  overlay  of  forms,  system
               equipment expenses,  special programming,  changes to commissions
               schedules  and  financial  report  information  related  thereto,
               installation of data  communication  lines and brokerage  related
               credit  inquiries,  legal  transfers,  Regulation  T  extensions,
               Mailgrams (buy-in or sellout),  microfiche of records,  insurance
               protection for Accounts in excess of the amounts  provided by the
               Security  Investors  Protection  Corporation,  third party vendor
               fees and costs incurred in failure of  Correspondent or Customers
               to provide correct social security or tax identification numbers.

     (b)  Settlements.  Southwest  will collect  commissions  from  Customers on
          behalf  of  Correspondent  and  through  Correspondent.   As  soon  as
          practicable after the end of each


                                       10


<PAGE>


          month, Southwest will forward to the Correspondent a statement showing
          the amount of commission  and other amounts  collected by Southwest on
          Correspondent's   behalf,  and  all  amounts  due  to  Southwest  from
          Correspondent (including,  without being limited to, clearing charges,
          other  charges,  other  fees and  Customer's  unsecured  debit  items,
          however  arising),  together  with the  amount by which the total owed
          Correspondent  exceeds  the total owed  Southwest.  If such  statement
          indicates that Correspondent  owes monies to Southwest,  Correspondent
          shall  promptly  pay  Southwest  the  amount by which  the total  owed
          Southwest exceeds the total owed Correspondent. If Correspondent fails
          to  make  such  payment  within  the  time  period  indicated  on such
          statement, or in any event within thirty (30) calendar days, Southwest
          shall  have the  right to  charge  any  other  Account  maintained  by
          Southwest for Correspondent or any other assets of Correspondent  held
          by Southwest (including the deposit required pursuant to Section 9 and
          positions and balances in  Correspondent  Accounts) for the net amount
          due  Southwest.  Any  failure by  Southwest  to charge any  Account or
          assets of Correspondent held by Southwest shall not act as a waiver of
          Southwest's  right to demand payment of, or to charge  Correspondent's
          Accounts for, the full amount due at any time.


9. DEPOSIT

     (a)  Required Clearing Deposit.  Contemporaneously with the signing of this
          Agreement,  Correspondent will deliver cash to Southwest, as specified
          in  Schedule A  attached,  for  deposit in an  account  maintained  by
          Southwest.   If  at  any  subsequent  time  Southwest,   in  its  sole
          discretion, requires an additional deposit, Correspondent will deposit
          additional  cash in an amount  specified by Southwest.  Any failure by
          Southwest to demand compliance with the requirement that Correspondent
          deposit  additional  amounts shall not act as a waiver of  Southwest's
          right to demand  compliance with such requirements at any time. If the
          deposit is not adequately  funded as required by Southwest.  Southwest
          may, in addition to all other  rights under this  Agreement,  transfer
          cash or securities of  Correspondent  held by Southwest to the deposit
          account. Southwest shall be entitled to set-off against any deposit in
          addition to any and all other  rights or remedies  Southwest  may have
          under this Agreement or otherwise.

     (b)  Return of Required  Clearing  Deposit.  When this  Agreement  has been
          terminated in accordance with the provisions hereof, and Southwest has
          received  payment in full of any and all  amounts  owing to  Southwest
          hereunder  and   Correspondent   has  satisfied   each  and  every  of
          Correspondent's   outstanding   obligations  to  Southwest  hereunder.
          Southwest shall return the required  clearing deposit to Correspondent
          within  thirty  (30)  calendar  days of the date on which  all of said
          payments  have  been  received  and   obligations   satisfied.   These
          obligations  include,  but are not limited to, any open and  unsettled
          litigation  matters between  Correspondent or Customers and Southwest,
          any unresolved  unsecured  Correspondent  Account or Customer  Account
          debit  balances,  any open  fails as a result  of trades  executed  on
          behalf  of  Correspondent  Accounts  or  Customer  Accounts,  and  any
          failures  to  transfer  to  another   broker  any  Customer   Accounts
          introduced by Correspondent.


                                       11


<PAGE>


10. INDEMNIFICATION

     (a)Indemnity. Correspondent agrees to indemnify and hold harmless Southwest
          each  person  who  controls   Southwest  within  the  meaning  of  the
          Securities   Exchange  Act  of  1934  and  any  directors,   officers,
          employees,  agents and attorneys of Southwest ("Southwest  Indemnified
          Persons") for and against all claims, demands, proceedings,  suits and
          actions and all liabilities, losses, expenses and costs (including any
          legal  and  accounting  fees and  expenses)  relating  to  Southwest's
          defense of any failure,  for any reason,  fraudulent or otherwise,  by
          Correspondent,   Correspondent's  employees,   independent  agents  or
          contractors,  or  Customers to comply with any  obligation  under this
          Agreement or any other  agreement  executed and delivered to Southwest
          in connection with Southwest's  performance of services  hereunder and
          any act or failure to act by Southwest Indemnified Persons, except any
          act or  failure  to act  which is the  result of gross  negligence  or
          willful  misconduct  on the  part of any  such  Southwest  Indemnified
          Person. Without limiting the generality of the foregoing, such failure
          is  explicitly  intended by the parties to include  failure  resulting
          from (i)  suspension  of trading or  bankruptcy  or  insolvency of any
          company,  securities  of which are held in Customer's  Accounts;  (ii)
          failure by any Customer to maintain  adequate margin;  or (iii) breach
          of any obligation  existing  between  Correspondent  and a customer of
          Correspondent  or any law, rule or regulation of the United States,  a
          state or  territory  thereof,  or any  regulatory  or  self-regulatory
          agency or body,  applicable to any  transaction  contemplated  by this
          Agreement.

          Southwest shall indemnify and hold Correspondent  harmless against any
          losses,  claims,  damages,  liabilities or expenses  including without
          limitation those asserted by Customers  (which shall include,  but not
          be  limited  to,  all  costs  of  defense  and  investigation  and all
          attorney's fees) to which Correspondent may become subject, insofar as
          such losses, claims, damages, liabilities or expenses arise out of, or
          are based upon the gross negligence or willful misconduct of Southwest
          or its employees in providing the services contemplated hereunder.

          Promptly after receipt by any indemnified  party under this Section of
          notice of the commencement of any action, such indemnified party will,
          if a claim in respect  thereof is to be made against the  indemnifying
          party  under  this  Section  notify  the  indemnifying  party  of  the
          commencement  thereof,  but the omission so to notify the indemnifying
          party will not relieve it from any  liability  that it may have to any
          indemnified party otherwise than under this Section.

          In case any such action is brought against any indemnified  party, and
          it notified the indemnifying  party of the commencement  thereof,  the
          indemnifying  party will be  entitled  to  participate  in and, to the
          extent that it may wish, to assume the defense thereof, subject to the
          provisions   herein  stated,   with  counsel   satisfactory   to  such
          indemnified  party.  After notice from the indemnifying  party to such
          indemnified  party of its  election so to assume the defense  thereof,
          the indemnifying party will not be liable to the indemnified party


                                       12


<PAGE>


          under  this  Section  for any  legal  or  other  expense  subsequently
          incurred  by Such  indemnified  party in  connection  with the defense
          thereof other than reasonable costs of investigation.  The indemnified
          party  shall  have the right to employ  separate  counsel  in any such
          action and to  participate  in the defense  thereof,  but the fees and
          expenses  of  such  counsel  shall  not  be  at  the  expense  of  the
          indemnifying  party if the indemnifying  party has assumed the defense
          of the action with counsel satisfaction to the indemnified party.

     (b)  Security Interest and Authorization to Charge. Correspondent grants to
          Southwest  a first lien and  security  interest  in any  Correspondent
          Account  maintained by Southwest and any other assets of Correspondent
          now or  hereafter  held  by  Southwest  and  authorizes  Southwest  to
          discharge  such lien by  charging  such  Account  and assets  with all
          amounts owing to Southwest including, but not limited to, (i) any cost
          or expense  resulting from failures to deliver or failures to receive,
          (ii)  any  losses  resulting  from  unsecured  debit  balances  in any
          Customer or Correspondent Account, (iii) any losses resulting from the
          failure by a Customer or Correspondent to promptly satisfy upon demand
          by  Southwest  any   indebtedness  of  Customer  or  Correspondent  to
          Southwest,  including  but not  limited to any debit  balances  in any
          Customer  Account or  Correspondent  Account  and (iv) any  amounts to
          which  Southwest is otherwise  entitled  pursuant to the provisions of
          Section 10(a).  Southwest  shall have  discretion to liquidate or sell
          any securities without notice to Correspondent, and to determine which
          securities  to sell.  Such  charge may be made  against  Correspondent
          Accounts or assets at any time and in such amount as  Southwest  deems
          appropriate.  No delay in charging any Correspondent  Account or asset
          shall operate as a waiver of Southwest's right to do so at any time as
          and  when  Southwest  deems  appropriate.  Southwest  shall  have  the
          unlimited right to set-off any  indebtedness  or other  obligations of
          Correspondent   under  this   Agreement  or  otherwise   (absolute  or
          contingent, matured or unmatured) against any obligations of Southwest
          to  Correspondent,  including from the required  clearing  deposit (as
          described in Section 9) and/or any other money,  securities,  or other
          property of Correspondent in Southwest's possession.

     (c)  Reserves. In connection with any claim that does or could give rise to
          a claim for  indemnification  under this  Section for  Southwest  or a
          Southwest  Indemnified  Person,  Southwest may, in its discretion,  in
          addition  to  any  and  all  other  rights  and  remedies  under  this
          Agreement,  reserve and retain any money, securities or other property
          of  Correspondent  pending a determination  of such claim.  The money,
          securities  or other  property  of  Correspondent  set aside in such a
          reserve  shall be subject to  Southwest's  standard  lien and security
          interest described in Section 10(b) above.


11. UNDERTAKINGS OF CORRESPONDENT

     (a)  Financial Statements and Other Reports.  Correspondent will furnish to
          Southwest  promptly  upon request  copies of  Correspondent's  balance
          sheet and  statement of earnings  for the current  fiscal year and for
          each of Correspondent's previous fiscal years. Each


                                       13


<PAGE>


          such balance  sheet and  statement  of earnings  shall be certified by
          independent  public  accountants.  Correspondent also shall furnish to
          Southwest promptly upon request copies of Correspondent's  monthly and
          quarterly  Focus filing,  and the results  and/or reports of all exams
          from self-regulatory bodies, federal or state securities agencies.

     (b)  Exclusive Agreement. It is intended by the parties that Southwest will
          be the exclusive  provider of clearing  services to Correspondent  and
          its Customers  during the term of this Agreement.  Correspondent  will
          not,  without the express  written  consent of  Southwest,  retain any
          other broker or other entity to provide  clearing  services during the
          term of this Agreement.

     (c)  Disciplinary  Action. In the event that  Correspondent or any employee
          of  Correspondent  shall become  subject to any  disciplinary  action,
          including but not limited to expulsion,  suspension or  restriction by
          any regulatory or self-regulatory  agency or body having  jurisdiction
          over   Correspondent   and   Correspondent's    securities   business.
          Correspondent  will notify  Southwest  immediately  and  Correspondent
          authorizes  Southwest  to take  such  steps  as may be  necessary  for
          Southwest to maintain  compliance  with the rules and  regulations  to
          which   Southwest  is  subject.   Correspondent   further   authorizes
          Southwest,  in any event,  to comply with  directives  or demands made
          upon  Southwest b\ any  regulatory or  self-regulatory  agency or body
          relative to  Correspondent  and  Customers.  In  connection  with such
          directives or demands,  Southwest may seek advice or legal counsel and
          Correspondent  will  reimburse   Southwest  for  reasonable  fees  and
          expenses of such counsel. Correspondent shall, during the term of this
          Agreement,  notify  Southwest  if  Correspondent  fails to  remain  in
          compliance  with the net capital and  financial  reporting  and record
          keeping requirements of the SEC, any state which has jurisdiction over
          Correspondent,  or any  regulatory or  self-regulatory  body which has
          jurisdiction over Correspondent.

     (d)  Fixed Price  Offerings.  Correspondent  agrees that in making sales of
          securities, as part of a fixed price offering, it will comply with all
          applicable  rules of the  NASD,  including,  without  limitation,  the
          NASD's Interpretations with respect to Free-Riding and Withholding and
          under 2740 of NASD Conduct Rules.

     (e)  Customer  Transactions.  Correspondent  represents that all orders and
          other  transactions  received by Southwest will be in accordance  with
          their Customers' instruction.  The parties hereto expressly agree that
          Southwest  shall  not be bound  to any  investigation  into the  facts
          surrounding  any  transaction  that  Correspondent  may have  with its
          Customers  or  other  persons,   nor  shall  Southwest  be  under  any
          responsibility  for  compliance  by  Correspondent  with  any  laws or
          regulations which may be applicable to Correspondent.

     (f)  Inquiries on Certificates.  Southwest agrees to act as Correspondent's
          direct inquirer under the Lost and Stolen Securities Program under SEC
          Rule 17f-l. (~7 CFR 240.17f- 1).




                                       14


<PAGE>


     (g)  Compliance  with Rules and  Regulations.  Correspondent  shall  comply
          with, and shall be responsible for complying with, all laws, rules and
          regulations to which it is subject, including but not limited to those
          promulgated  by the SEC.  the NASD and  securities  exchanges of which
          Correspondent is a member.

     (h)  Certain Expenses.  Correspondent  will not hold Southwest  responsible
          for  any  of  Correspondent's  office  expenses  or  operating  costs.
          Correspondent  will  reimburse  Southwest  for any  costs or  expenses
          Southwest  may incur in  complying  with any  request  by a court,  or
          regulatory or self-regulatory agency or body for any documents, papers
          or  data  in any  form  pertaining  to any  matters  relating  to this
          Agreement.  If Southwest deems it necessary to retain legal counsel to
          advise  Southwest  in  connection  with any  matter  governed  by this
          Agreement, including but not limited to Southwest's manner of handling
          any   transaction   on  behalf  of   Correspondent   or  a   Customer,
          Correspondent will reimburse Southwest for the fees of such counsel.

     (i)  Option  Transactions.  Correspondent shall appoint a Registered Option
          Principal  before handling option  transactions.  Correspondent  shall
          comply with all requirements of the NASD and other  regulatory  bodies
          regarding the handling of option transactions.

     (j)  Correspondent  Accounts.  Correspondent  shall be  required to pay for
          securities  purchased  for its own  Accounts on the  settlement  date.
          Notwithstanding  the foregoing,  Correspondent may finance any portion
          of the debit balance in a Correspondent Account under applicable stock
          exchange  and  Federal  Reserve  regulations.  If  such  financing  is
          extended  by  Southwest,  Correspondent  agrees to  satisfy  the debit
          balance of such  Account  upon demand by  Southwest.  Southwest  shall
          charge interest on such debit balances at a rate set at the discretion
          of Southwest.  Interest will be calculated by multiplying  the average
          daily debit balance by the average  interest rate (1/360 of the annual
          interest  rate) times the number of days in the interest  period.  The
          rate of interest and method of calculation may be changed by Southwest
          automatically and without notice from time to time.

          Correspondent  agrees to  maintain  in any  Account  which has a debit
          balance such  positions  and margins as may be required by  applicable
          statutes,  rules,  regulations,  procedures and customs,  or as may be
          requested by Southwest from time to time.  Any financing  described in
          this Section 11(j) shall be subject to all other terms and  provisions
          of this  Agreement  relating to obligations  of the  Correspondent  to
          Southwest,  including but not limited to being secured by the lien and
          security  interest granted by Correspondent  pursuant to Section 10(b)
          of this Agreement.

          In the  case of an Event of  Default,  as  defined  below,  all  debit
          balances in any Correspondent  Account,  and interest  thereon,  shall
          bear interest at the highest lawful rate. An Event of Default shall be
          deemed to have occurred if (i) Correspondent fails to meet any call by
          Southwest for additional collateral to be deposited in a Correspondent
          Account; (ii) Correspondent fails to make payment of any debit balance
          in  a   Correspondent   Account  upon  demand  by   Southwest;   (iii)
          Correspondent becomes


                                       15


<PAGE>


          insolvent,  makes an assignment for the benefit of creditors,  applies
          for or consents to the appointment of a receiver, or institutes or has
          instituted  against it any  insolvency,  reorganization,  liquidation,
          dissolution   or   similar   proceeding;   (iv)  a   petition   naming
          Correspondent  as  debtor  shall  be filed  under  the  United  States
          Bankruptcy   Code;  or  (v)  an  attachment  is  levied   against  any
          Correspondent  Account  or  Account  in  which  Correspondent  has  an
          interest.

          Regardless of any provision of this Section  11(i),  any other section
          of  this  Agreement  or any  other  agreement  between  Southwest  and
          Correspondent,  all agreements  between  Southwest and  Correspondent,
          whether now existing or hereafter arising and whether written or oral,
          are  hereby  expressly  limited  so that in no  contingency  or  event
          whatsoever,  whether  by reason of demand  being made in respect of an
          amount due from Correspondent to Southwest,  shall the amount paid, or
          agreed to be paid,  for the use,  forbearance  or  detention  of money
          loaned by Southwest to  Correspondent  exceed the maximum  nonusurious
          rate of interest  permitted to be charged  under  applicable  law (the
          "Highest  Lawful  Rate").   If,  as  a  result  of  any   circumstance
          whatsoever,  fulfillment of or compliance with any provision hereof or
          of any of  such  other  agreements  at the  time  performance  of such
          provisions  shall be due or at any other time shall involve  exceeding
          the amount  permitted to contracted for, taken,  reserved,  charged or
          received by Southwest under  applicable usury law. Then ipso facto the
          obligation  to be fulfilled  or complied  with shall be reduced to the
          limit  prescribed by such applicable  usury law, and if. from any such
          circumstance,  Southwest shall ever receive  interest or anything that
          might be deemed  interest under  applicable law which would exceed the
          Highest Lawful Rate,  such amount which would be excess interest shall
          be applied  to the  reduction  of the  principal  amount  owing on the
          Correspondent  Account  in  question  or the  amounts  owing  on other
          obligations  of  Correspondent  to  Southwest,  or if  such  excessive
          interest exceeds the unpaid  principal  balance of any amount owing on
          other obligations of Correspondent to Southwest,  such excess shall be
          refunded  to  Correspondent.  All sums  paid or  agreed  to be paid to
          Southwest  shall,  to the  extent  permitted  by  applicable  law,  be
          amortized, prorated, allocated, and spread throughout the full term of
          such  indebtedness  until payment in full of the principal  (including
          the period of any renewal or extension  thereof,  so that the interest
          on account of such  indebtedness  shall not exceed the Highest  Lawful
          Rate.  Notwithstanding  anything  to  the  contrary  contained  in any
          agreement between  Correspondent  and Southwest,  it is understood and
          agreed that if at any time the rate of interest  which  accrues on the
          outstanding  balance of any indebtedness of Correspondent to Southwest
          shall  exceed the Highest  Lawful  Rate,  the rate of  interest  which
          accrues on the outstanding  principal balance of any such indebtedness
          shall be  limited  to the  Highest  Lawful  Rate,  but any  subsequent
          reductions in the rate of interest  which  accrued on the  outstanding
          principal  balance  of any  indebtedness  shall not reduce the rate of
          interest  which accrues on the  outstanding  principal  balance of any
          indebtedness  below the Highest  Lawful Rate until the total amount of
          interest  accrued on the  outstanding  principal  of any  indebtedness
          equals the amount of interest that would have accrued if such interest
          rate had been in effect at all times.




                                       16


<PAGE>


          In  consideration  for Southwest  opening or  maintaining  one or more
          inventory  Accounts for Correspondent,  Correspondent  agrees to allow
          Southwest  at any time within the  limitations  imposed by  applicable
          laws,  rules and  regulations,  to pledge,  hypothecate,  and/or  make
          deliveries  with any and all  securities in such  Accounts,  including
          fully  paid  and  excess   margin   securities,   without   notice  to
          Correspondent. Such securities will be segregated from other bona fide
          customers  of  Southwest  in  the  event  that  they  are  pledged  as
          collateral  for bank  loans.  Without  abrogating  any of  Southwest's
          rights  under  this  Agreement  and  subject  to any  indebtedness  of
          Correspondent to Southwest, Correspondent is entitled, upon demand, to
          receive  delivery  of fully  paid for  securities  in  Correspondent's
          inventory Accounts.

          The provisions of this Section 11(i) shall be construed in conjunction
          with the  express  terms and  conditions  of any  separate  applicable
          Account agreement(s) between Southwest and Correspondent.

     (k)  Forms BD and U4.  Within  thirty (30) days after the execution of this
          Agreement,   Correspondent  shall  provide  to  Southwest  a  copy  of
          Correspondent's Form BD. and copies of the Forms U4 for the principals
          and all registered employees of Correspondent, and copies of any other
          documents relating to Correspondent,  its principals or employees that
          are  available  on  the  Central   Registration   Depository  ("CRD").
          Thereafter,  within  thirty  (30)  days  after  the  hiring of any new
          employee,  Correspondent shall provide to Southwest a copy of such new
          employee's  Form  U4  and  other  documents   available  on  the  CRD.
          Additionally,  throughout  the term of this  Agreement,  Correspondent
          shall  promptly  provide  copies of any  subsequent  amendments of all
          Forms  and  other   documents   described  in  this   Section   11(k).
         

     (l)  Advertising.  Correspondent  shall obtain  Southwest's  prior  written
          consent before using  Southwest's name or logo, or the name or logo of
          any  affiliate of Southwest in any  advertising  in print,  broadcast,
          electronic or any other media.  Without the express written consent of
          Southwest,  Correspondent  also shall not  display the name or logo of
          Southwest or any of its  affiliates  on any Internet web page or other
          electronic  advertising;  nor shall Correspondent  display on any such
          web page or  electronic  advertising,  a hyperlink  to or the Internet
          address of any web page or electronic  advertising of Southwest or any
          of its affiliates


12. TERMINATION OF AGREEMENT; TRANSFER OF ACCOUNTS

     (a)  Effectiveness.  This  Agreement  shall commence to be effective on the
          date set forth on the signature  page hereof,  subject to any required
          approval by the NASD and other regulatory or self-regulatory  agencies
          or  bodies,  and shall  remain in effect as more  fully  described  in
          Schedule A.


                                       17


<PAGE>


     (b)  Automatic  Termination.   In  addition  to  any  other  provision  for
          termination herein, this Agreement shall terminate  immediately in the
          event that either  Correspondent  or  Southwest  ceases to conduct its
          business  or  that  Southwest: 

          (i)  is no longer registered as a broker/dealer with the SEC; or

          (ii) is no longer a member in good standing of the NASD; or

          (iii)is  suspended  by  any  national  securities  exchange  of  which
               Southwest  is a member for  failure to comply  with the rules and
               regulations thereof.

     (c)  Survival.  Termination of this Agreement shall not affect  Southwest's
          rights or  liabilities  relating to business  transacted  prior to the
          effective date of such termination. From the date of termination until
          transfer or  delivery  of all  Customer  and  Correspondent  Accounts,
          Southwest's  rights and  liabilities  relating to business  transacted
          after such  termination  shall be  governed by the same terms as those
          set forth in this Agreement.

     (d)  No Obligation to Release.  Southwest  shall not be required to release
          to  Correspondent  any  securities  or  cash  held  by  Southwest  for
          Correspondent in one or more Correspondent  Accounts until any and all
          amounts  owing  to  Southwest  pursuant  to  the  provisions  of  this
          Agreement  are  paid;  and  Correspondent's   outstanding  obligations
          hereunder to Southwest are determined,  including determination of any
          disputed amounts, and satisfied,  and any property of Southwest in the
          possession of Correspondent is returned to Southwest.

     (e) Conversion  of  Accounts  Upon  Termination.  In the  event  that  this
         Agreement is  terminated  for any reason,  it shall be  Correspondent's
         responsibility  to arrange  for the  conversion  of  Correspondent  and
         Customer Accounts to another clearing broker.  Correspondent  will give
         Southwest notice (the "Conversion Notice") of;

          (i)  the  name of the  broker  that  will  assume  responsibility  for
               clearing services for Customers and Correspondent;

         (ii)  the  date on which  such  broker  will  commence  providing  such
               services;

         (iii) Correspondent's  undertaking,  in form and substance satisfactory
               to Southwest,  that  Correspondent's  agreement  with such broker
               provides  that  such  broker  will  accept  on   conversion   all
               Correspondent   and  Customer   Accounts,   then   maintained  by
               Southwest, and all positions of such Accounts; and

          (iv) the name of an individual  within that organization who Southwest
               can contact to coordinate the conversion.  The Conversion  Notice
               shall accompany  Correspondent's  notice of termination or within
               thirty  (30)  days of the  occurrence  of an event  specified  in
               Section 12(b).

                                       18

<PAGE>


               If  Correspondent   fails  to  give  the  Conversion   Notice  to
               Southwest,   Southwest  may  give  to  Customer  such  notice  as
               Southwest deems  appropriate of the termination of this Agreement
               and may make such arrangements as Southwest deems appropriate for
               transfer or delivery of Customer and Correspondent  Accounts.  In
               addition. Correspondent shall pay any costs incurred by Southwest
               as billed by any third party  vendors  such as  transfer  agents,
               etc.

     (f)  Other  Transfers  of  Accounts.  When  Southwest  receives  a properly
          executed  authorization  to  transfer  a  Customer  Account  from  the
          receiving   broker/dealer.   Southwest  shall  promptly  transfer  the
          Customer Account to such receiving broker/dealer.  Correspondent shall
          discontinue  doing  business in any  Customer  Account  scheduled  for
          transfer.


13. CONFIDENTIALITY.

     (a)  Documents and Business Information. All agreements,  documents, papers
          and data in any form,  supplied by either party hereto  concerning the
          disclosing  party's  business or any Customers shall be treated by the
          receiving party as confidential.  To the extent such documents or data
          are  retained  by the  receiving  party.  they shall be kept in a safe
          place and shall be made  available to third parties only as authorized
          by the disclosing party in writing or pursuant to any order or request
          of a court or regulatory  body having  appropriate  jurisdiction.  The
          receiving  party shall give the disclosing  party prompt notice of the
          receipt by the receiving  party of any such order or subpoena,  unless
          prohibited from doing so by the issuing authority,  which notice shall
          be given prior to the receiving  party's  compliance  therewith.  Such
          documents   shall  be  made  available  by  the  receiving  party  for
          inspection  and  examination by the disclosing  party's  auditors,  by
          properly  authorized  agents or employees of any regulatory  bodies or
          commissions  or by such  other  persons  as the  disclosing  party may
          authorize in writing. Notwithstanding anything herein to the contrary,
          the  disclosing  party  expressly  authorizes  the receiving  party to
          supply any information requested relating to the disclosing party, its
          business.  or  Customers  to any  regulatory  body having  appropriate
          authority.

     (b)  Terms of Agreement. Correspondent agrees that it shall not disclose to
          any third party the terms and conditions of this Agreement,  including
          but  not  limited  to  pricing  information,   except  to  the  extent
          Correspondent  is required to do so by the provisions of any law, rule
          or  regulation,  or in  response to the order or request of a court or
          regulatory body having appropriate jurisdiction.


14. EMPLOYEES

          Neither  party will  solicit,  engage in  negotiations  to employ,  or
          employ any person who is, or within the  preceding  twelve (12) months
          has been,  employed by the other party,  without first  obtaining such
          other party's express written consent.


                                       19


<PAGE>


15. NOTICE TO CUSTOMERS

     Subject  to  the   requirements   of  the  NASD  Rules  of  Fair  Practice,
     Correspondent shall provide to each Customer upon the opening of a Customer
     Account, in a manner which is reasonably acceptable to Southwest, a written
     notice which shall be furnished by Southwest  describing the general nature
     of the  services  being  performed by  Southwest  in  accordance  with this
     Agreement.


16. CUSTOMER COMPLAINT PROCEDURES

     Correspondent  will be responsible for the initial handling of all Customer
     complaints.  Any Customer who initiates a complaint  with Southwest will be
     referred by Southwest to Correspondent. If any such complaint is based upon
     an alleged act or failure to act by  Southwest,  Correspondent  will notify
     Southwest  promptly  of such  complaint  and the basis  therefor;  and will
     consult with  Southwest.  And the parties will cooperate in determining the
     validity of such complaint and the appropriate action to be taken.


17. REMEDIES CUMULATIVE

     The enumeration  herein of specific  remedies shall not be exclusive of any
     other  remedies.  Any delay or  failure by any party to this  Agreement  to
     exercise any right, power, remedy or privilege herein contained,  or now or
     hereafter  existing  under  any  applicable  statute  or law.  shall not be
     construed to be a waiver of such right, power, remedy or privilege.  nor to
     limit the exercise of such right, power. remedy or privilege,  nor shall it
     preclude the further  exercise  thereof or the exercise of any other right,
     power, remedy or privilege.


18. GUARANTEE

     The  corporation  or   individual(s)   who  guarantee  the  obligations  of
     Correspondent  under  this  Agreement  by  executing  the  signature  lines
     designated   for  such   purpose   at  the  end  of  the   Agreement   (the
     "Guarantor(s)"),   in  consideration  of  Southwest's   entering  into  the
     Agreement do(es) hereby personally  guarantee(s) (jointly and severally, if
     more than one) the performance by  Correspondent  of the provisions of this
     Agreement  (including without limitation the indemnification  provisions of
     Section  10)  and  shall  promptly  pay  any  amount  that  is not  paid by
     Correspondent  to  Southwest  under this  Agreement.  This is an  absolute,
     unconditional and unlimited  guarantee of payment and may be proceeded upon
     by Southwest or a Southwest  Indemnified  Person  before  filing any action
     against  Correspondent or after any action against  Correspondent  has been
     commenced.  Guarantor(s)  grant(s) to  Southwest a first lien and  security
     interest in any and all money and securities of


                                       20


<PAGE>


     Guarantor(s) held by Southwest. Southwest shall have the unlimited right to
     set-off any amounts owed to it by Correspondent  or a Guarantor(s)  against
     any obligation of Southwest to any Guarantor(s).  Southwest also shall have
     the absolute and unlimited right to sell, transfer, or liquidate any of the
     assets in any of Guarantor(s)' accounts with Southwest for any amounts owed
     to it by Correspondent  or a Guarantor(s).  The obligations of Guarantor(s)
     shall not be discharged or impaired or otherwise affected by the failure of
     Southwest or a Southwest  Indemnified  Person to assert,  claim,  demand or
     enforce any remedy under this  Agreement,  nor by waiver,  modification  or
     amendment of this Agreement or any  compromise,  settlement or discharge of
     obligations  of  Correspondent  under  this  Agreement,  or any  release or
     impairment  of any  collateral  by  Southwest  or a  Southwest  Indemnified
     Person.


19. LIMIT ON LIABILITY; NO CONSEQUENTIAL DAMAGES

     In any action by Correspondent  against Southwest for any claim arising out
     of the  relationship  created by this  Agreement,  Southwest  shall only be
     liable to Correspondent in cases of gross negligence or willful misconduct,
     and in such cases  Southwest  shall only be liable for the amount or actual
     monetary losses suffered by Correspondent.  Correspondent shall not, in any
     such action or proceeding or otherwise,  assert any claim against Southwest
     for  consequential  damages on account of any 1055, cost, damage or expense
     which  Correspondent  may  suffer  or  incur  related  to  transactions  in
     connection with this Agreement or otherwise.


20. MISCELLANEOUS

     (a)  Modification.  Except as otherwise  expressly  provided  herein,  this
          Agreement may be modified only by a writing  signed by both parties to
          this  Agreement.   Such   modification   shall  not  be  deemed  as  a
          cancellation  of this  Agreement.  Subject  to the NASD  Rules of Fair
          Practice and other applicable  rules and  regulations,  this Agreement
          and all  modifications may be required to be submitted to the NASD and
          other  regulatory  or  self-regulatory  agencies  or  bodies  prior to
          effectiveness.  It is expressly  understood  that  services  cannot be
          provided under this Agreement  until such  approval,  if required,  is
          received.

     (b)  Assignment.  This  Agreement  shall be  binding  upon all  successors,
          assigns or  transferees  of both parties  hereto  irrespective  of any
          change with regard to the name or of the personnel of Correspondent or
          Southwest.  Any assignment of this  Agreement  shall be subject to the
          requisite review and/or approval of any regulatory or  self-regulatory
          agency or body whose review and/or  approval must be obtained prior to
          the  effectiveness  and validity of such assignment.  No assignment of
          this Agreement shall be valid unless the non-assignment  party, in its
          sole   discretion,   consents  to  such  an   assignment  in  writing.
          Notwithstanding the foregoing,  Southwest,  upon giving written notice
          to Correspondent,


                                       21

<PAGE>

          may  assign it rights and  obligations  under  this  Agreement  to any
          entity that  purchases a majority of the stock or assets of  Southwest
          or  of  any  of  Southwest's   subsidiaries  or  affiliates,   to  any
          majority-owned  subsidiary  that Southwest may create or to any entity
          directly or  indirectly  controlled  by,  controlling  or under common
          control with  Southwest,  and an  assignment  by Southwest to any such
          party  will be deemed  valid and  enforceable  in the  absence  of any
          consent from  Correspondent.  Neither this Agreement nor any operation
          hereunder  is intended to be, shall not be deemed to be, and shall not
          be treated as a general or limited partnership,  association, or joint
          venture or agency relationship between Correspondent and Southwest.

     (c)  Choice of Law. The  construction and effect of every provision of this
          Agreement,  the  rights of the  parties  hereunder  and any  questions
          arising out of the  Agreement,  shall be subject to the  statutory and
          common law of the State of Texas,  without regard to the choice of law
          provisions thereof;

     (d)  Severability. If any provision or condition of this Agreement shall be
          held to be invalid or  unenforceable  by any court,  or  regulatory or
          self-regulatory  agency or body with  appropriate  jurisdiction,  such
          invalidity or unenforceability  shall attach only to such provision or
          condition.  The validity of the remaining  provisions  and  conditions
          shall not be affected  thereby and this Agreement shall be carried out
          as if any such invalid or  unenforceable  provision or condition  were
          not contained herein.

     (e)  Notice. For the purposes of any and all notices, consents, directions,
          approvals, restrictions,  requests or other communications required or
          permitted to be delivered hereunder, Southwest's address shall be:

                   Southwest Securities, Inc.
                   1201 Elm Street
                   Suite 3500
                   Dallas, Texas 75270
                   Attention: William D. Felder, Senior Executive Vice President

          And Correspondent's address shall be:

                   Rushmore Securities Corp.
                   -------------------------

                   13355 Noel Rd. One Galleria Tower, Suite 300
                   -------------------------

                   Dallas  TX  75240
                   -------------------------
              
                   Attention: Jim Clark
                   -------------------------

          Either  party may  provide  notice or change  its  address  for notice
          purposes by giving written notice  pursuant to registered or certified
          mail,  return receipt  requested,  addressed to the other party at its
          address for notice.


                                       22


<PAGE>


     (f)  Counterparts.   This   Agreement  may  be  executed  in  one  or  more
          counterparts  all of which taken  together  shall  constitute a single
          agreement  When each party has executed  and  delivered to the other a
          counterpart,  this  Agreement  will  become  binding on both  parties,
          subject only to any required approval by the NASD.


MADE AND EXECUTED THIS 27th DAY OF OCTOBER, 1997.


SOUTHWEST SECURITIES, INC.



By: /s/ William D. Felder
    -------------------------------
    William D. Felder 
    Senior Executive Vice President


Rushmore Securities Corp.
- -----------------------------------
CORRESPONDENT:



By: /s/ Jim Clarke
    -------------------------------
    

Name:  Jim Clark
       ----------------------------


Title: President
       ----------------------------
                                                         

The undersigned,  in consideration of Southwest  Securities,  Inc, entering into
the foregoing  Agreement,  does hereby agree to be bound personally by the terms
of Section 18 of this Agreement,  which provides that the undersigned personally
guarantees the performance by Correspondent of the provisions of this Agreement.


By:  Jim Clark
     ------------------------------
    (Authorized Signature)


By:  Jim Clark
     -----------------------------
     (Please Print Name)
                           

                                       23


<PAGE>


                                   SCHEDULE A

At  the  close  of  each  month,   SOUTHWEST  shall  promptly   forward  to  the
CORRESPONDENT a statement  which sets forth the  commissions  earned and amounts
due in accordance with this SCHEDULE.

VOLUME DISCOUNT - SOUTHWEST's  clearing charges will be discounted for any month
in which total  charges  exceed  prescribed  levels.  The levels and  percentage
discounts are shown below:

                        Monthly Charges                 Percentage
                        ---------------                 ----------
                             $2,500                        10%
                              5,000                        15%
                              7,500                        20%
                             10,000                        25%
                             20,000                        30%

MONTHLY TICKET COUNT  REDUCTION - SOUTHWEST also reduces the charge per customer
ticket for any month in which the CORRESPONDENT's  customer ticket count exceeds
prescribed  levels.  This  reduction  does not apply to Dealer  transactions  or
Mutual Fund  transactions  and  exchanges.  The levels and  reductions are shown
below and will be credited to CORRESPONDENT'S  settlement statement one month in
arrears: 

                         Monthly Ticket Count Reduction
                         ------------------------------

                            500 - 749        $2/Ticket 
                            750 - 999        $4/Ticket
                            1,000 +          $6/Ticket

EXCHANGE  LISTED  STOCKS - $27 per  customer  order.  This  charge  is  adjusted
depending on the market in which the trade is executed.

     For  NYSE  listed  securities  executed  by  SOUTHWEST  in the 3rd  market,
     SOUTHWEST  will share  equally any payment for order flow received from 3rd
     market dealers. Payment will generally not be received on orders that incur
     price improvement.

     For Trades  greater than 2,000 shares  executed on the NYSE,  AMEX or other
     Regional  Exchanges there will be a cents per share charge according to the
     following schedule:


                Market Orders                 .015 per share
                Limit Orders                  .020 per share

     For NYSE and AMEX listed securities  executed by CORRESPONDENT in the third
     market there will be no additional charges.

     For trades  executed by  CORRESPONDENT  on the NYSE, AMEX or other Regional
     Exchanges there is an additional charge of .005 per share and CORRESPONDENT
     will absorb all associated floor brokerage and specialist fees.

     SOUTHWEST will calculate, collect and remit all applicable SEC fees.


<PAGE>


     FOREIGN  SECURITIES  - All  foreign  securities,  except  Canadian  $50 per
     transaction 

     LISTED BONDS - SOUTHWEST charges $2 per bond with a minimum of $27.

     INSTITUTIONAL TYPE LISTED ORDERS - If the gross commission is $350 or more,
     and the  commission  charge is at least 5 cents  per  share,  the  clearing
     charge will be no more than 33% of the gross.  The clearing  charge is also
     subject to the volume discount.

     LISTED  OPTION  TRANSACTIONS  - The  clearing  charge is $27 plus $1.25 per
     option.

     NASDAQ  STOCK  TRANSACTIONS  WHICH ARE NSCC  ELIGIBLE - $27.00 per customer
     order.  SOUTHWEST  will share  equally any payment for order flow  received
     from market  makers.  Payment for order flow will generally not be received
     for those orders executed under limit order protection Rule and/or executed
     via any price improvement mechanism.

     When the  CORRESPONDENT  directs  SOUTHWEST to deliver  orders to ancillary
     Systems such as SelectNet, the base order charge is increased by the user's
     fee associated with the system and 2 cents per share.

     NASDAQ  STOCK  TRANSACTIONS  WHICH ARE  X-CLEARING  ITEMS -$35 per customer
     ticket.

     DEALER TRANSACTIONS - Principal trades between a CORRESPONDENT's  inventory
     and another dealer incur a charge of $12.50 per dealer ticket.  The monthly
     ticket count reduction on page one of this schedule does not apply.

     CASH TRADES - SOUTHWEST will pass a $50 charge through to the CORRESPONDENT
     when the  CORRESPONDENT  reports a previously  executed bond trade that has
     the same settlement date and report or input date.


     MUTUAL FUNDS - The following  rate is limited to those funds that SOUTHWEST
     processes via NSCC's Networking environment. For those funds that SOUTHWEST
     does not  process  via NSCC's  Networking  Environment  a charge of $75 per
     customer ticket applies. Only the Monthly Volume discount WILL apply.

                            Principal Dollars                            Rate
                            0 to 2,000                                   $3.50
                            2,001 to 5,000                               $6.50
                            5,001 to 25,000                              $10.00
                            25,001 to 75,000                             $15.00
                            75,001 up                                    $20.00

     All  transactions  for  additional  purchases  of  same  fund,   systematic
     purchases  and  systematic  withdrawals  will be processed for $1.50 

                                       2

<PAGE>

     MUTUAL FUND EXCHANGES WITHIN THE SAME FAMILY -$1.50 per exchange. This rate
     is limited to those  funds that  SOUTHWEST  process  via NSCC's  Networking
     environment.  For those  funds that  SOUTHWEST  does not process via NSCC's
     Networking Environment the exchange charge of $35 applies.

     TRAILER COMMISSIONS - 10% of registered  representative's gross per payment
     with a maximum of $35 per trade blotter entry.

     NON-LISTED  FIXED  INCOME ITEMS  INCLUDING  ALL BONDS AND UNIT TRUSTS - The
     charge for these items is $36.50 per customer  ticket and $12.50 per dealer
     inventory  ticket.  The monthly ticket count  reduction on page one of this
     schedule  does not apply to dealer  inventory  trades in non  listed  fixed
     income transactions.

     POSTAGE AND HANDLING CHARGE - The first  confirmation  produced by an order
     will  include  a  $5.00  charge  which  will be  shared  equally  with  the
     CORRESPONDENT.  Should the CORRESPONDENT  elect to not charge the customer,
     then  Southwest's  portion of this charge  will be added to its  applicable
     clearing charge.

     VISION  CASH  MANAGEMENT  ACCOUNT  -  SOUTHWEST  will  share  equally  with
     CORRESPONDENT the $50 fee collected for the VISA Gold Check Card.

     TRANSFER  FEE - $7.50 will be charged to the  customer  for issues on which
     the  transfer  agent  charges  SOUTHWEST a transfer  fee.  This charge will
     appear on all buy  confirmations  in addition  to the postage and  handling
     fee. This charge does not apply to DVP accounts.

     COURTESY  TRANSFER FEE -$25 plus any charges  imposed by the transfer agent
     will be charged for each  courtesy  transfer.  Courtesy  transfers  include
     securities that were not purchased in the customer account, or for which an
     additional transfer is requested or multiple certificates are ordered.

     GOVERNMENT  BOND  FEE - A $15  miscellaneous  fee  will be  charged  to the
     customer on all buy and sell  transactions  of  government  and  government
     backed  securities  other than treasury  bills. A $5 fee will be charged to
     the customer on all buy and sell  transactions  of treasury  bills.  In the
     case of a DVP account these charges will be added to the applicable  ticket
     charge.

     CERTIFIED  POOLED SBA  PRODUCTS  AND  NON-CERTIFIED  UNPOOLED  SBA AND FMHA
     PRODUCTS - In addition to the fixed  income  clearing  charge of $36.50 per
     customer   transaction,   there  will  be  a   surcharge   billed  to  each
     CORRESPONDENT  in the amount of 10% of the gross  spread  generated by each
     SBA transaction cleared.

     BOND MATURITY/CALL FEE - No Charge

     CANCEL AND CORRECTS OF CUSTOMER OR DEALER TICKET AND COMMISSION ADJUSTMENTS
     - SOUTHWEST  charges $20 per  cancellation  and  correction  or  adjustment
     performed by SOUTHWEST  personnel.  There is no charge when these tasks are
     performed by the CORRESPONDENT.

                                       3
<PAGE>


     EXTENSION REQUESTS- $10.00 per request.

     CUSTOMER NAME SAFEKEEPING -$15 per security per year.

     FIXED INCOME TRANSACTIONS - Those not executed by SOUTHWEST will be subject
     to a $25 DK charge.

     PROGRAMMING - Custom  programming  solely for the benefit of  CORRESPONDENT
     shall be billed at the standard rates then in effect for similar work.

     COMPUTER  RUN TIME - For  request  programs  and custom  programs  that are
     inserting into SOUTHWEST'S  batch stream  CORRESPONDENT  shall be billed at
     the standard rates then in effect for similar work.

     RESEARCH OF RECORDS BY SOUTHWEST  -$25 per hour with a minimum  charge of 1
     hour. This charge includes regulatory  requests for information  concerning
     correspondent customer activity and requests from CORRESPONDENT's personnel
     for duplication of previously transmitted data.

     INTEREST  PROFITS -  CORRESPONDENTS  who have margin account debit balances
     exceeding  $100,000 will receive 50 basis points as a share of the interest
     profits.  However,  if the  CORRESPONDENT  discounts the  SOUTHWEST  margin
     interest  rate to its  customer,  the  discount  will be deducted  from the
     CORRESPONDENT's  share. For example: If the SOUTHWEST margin rate is 7% and
     the  CORRESPONDENT  elects to charge  its  customer  only  6.75%,  then the
     CORRESPONDENT   will  receive   credit  for  only  25  basis  points.   The
     CORRESPONDENT  could in fact forfeit its entire share by charging,  in this
     example, 6.5%

     CREDIT BALANCES - CORRESPONDENTS will receive credit on the credit balances
     of their customers left in interest accounts as follows:

          SOUTHWEST  credit interest account (type 6) showing customer credit in
          excess  of  $100,000  -25  basis  points,  calculated  annually,  paid
          monthly.

          With AMR  Money  Market  Fund  showing  customer  credit  in excess of
          $1,000,000 - 25 basis points, calculated annually, paid monthly.


     CORRESPONDENTS  shall pay all  interest  costs not paid by the customer for
     any customer  account.  Such costs may include draft charges and wired fund
     charges for customer and dealer accounts which are delivery versus payment.
     Interest  cost may also be charged for any account  which is to be paid out
     prior to receipt of securities in good delivery form.

     CORRESPONDENTS  shall pay interest on their debit working balances less the
     credit balances at the prevailing margin rate.


                                        4

<PAGE>

     IRA  FEES  - for  accounts  that  utilize  the  Southwest  Securities  Inc.
     Prototype  and hold  ONLY  widely  held  securities  i.e.  Publicly  Traded
     Equities,  Mutual Funds, Fixed Income Investments eligible for deposit in a
     nationally recognized depository etc.

     Initial set up fee                                no charge
     Annual maintenance fee                            no charge
     Annual maintenance fee/spousal                    no charge
     Premature distribution fee                        no charge
     Transfer or termination fee                       $25


     OTHER  SOUTHWEST  SPONSORED  RETIREMENT  PLANS - for accounts  that utilize
     Southwest  sponsored  retirement  plans: 

      Primary  Account                $45  annual fee
      Individual Participant          $10 annual fee


     In addition to the above, should an IRA account utilizing ANY IRA prototype
     including the Southwest Securities Inc sponsored retirement plans purchase,
     liquidate,  transfer and or hold assets that ARE NOT widely held,  publicly
     traded  securities  such as  Limited  Partnerships,  closely  held  private
     company investments etc. the follow fee schedule will be applicable:

      Transfer in, Purchase or Sale         $100 for first item $50 thereafter

      Annual maintenance fee                $100 for first item $50 thereafter
                                    
      Re registration of any kind           $100 for first item $50 thereafter
                                                                  
                                                  
     TENDER OF SECURITIES - CORRESPONDENT  customers who ask SOUTHWEST to tender
     their  securities  shall be charged $4 per 100 shares with a maximum charge
     of $80.

     EXECUTION  OF  SYNDICATE  ORDERS  THROUGH  SOUTHWEST  - 10% of the  selling
     group's gross shall be charged in addition to the ticket clearing charge.

     Clearing and other  charges as set forth in this  agreement  may be amended
     from time to time by letter agreement between the parties.

     TERMINATION  BY SOUTHWEST - Southwest may terminate  this  Agreement at any
     time by giving forty-five (45) days prior written notice to Correspondent.

     Southwest may terminate this Agreement at any time on five (5) days written
     notice to Correspondent in the event that Correspondent:

          (i)  fails  to  comply  with  the  terms  of this  Agreement  and upon
               notification  by Southwest fails to begin  compliance  within ten
               (10) days from said notification; or

          (ii) is  enjoined,   prohibited  or  suspended,  as  a  result  of  an
               administrative   or  judicial   proceeding,   from   engaging  in
               securities business activities

                                        5


<PAGE>


               constituting  all  or  portions  of  Correspondent's   securities
               business.   which   injunction,   prohibition  or  suspension  in
               Southwest's  judgment  make  impracticable  the  fully  disclosed
               clearing relationship established in this Agreement.


     TERMINATION BY  CORRESPONDENT - Correspondent  may terminate this Agreement
     in the event that Southwest  materially  defaults in the performance of its
     duties  or  obligations  hereunder  and does not  substantially  cure  such
     default within sixty (60) days after Correspondent  delivers written notice
     to Southwest  specifying the default, or, with respect to any default which
     cannot  reasonably be cured within sixty (60) days,  if Southwest  fails to
     proceed  within  sixty  (60)  days to  commence  during  said  default  and
     thereafter to proceed to substantially cure the same.

     REQUIRED CLEARING DEPOSIT -      $10,000
                                 ----------------------                    

     TERM - This Agreement shall be effective for a period of _______ years from
     the  effective  date as defined in Section  12(a),  subject to each party's
     rights to terminate as


MADE AND EXECUTED THIS 7 th DAY OF October, l997.
                      -----        -------- ----

SOUTHWEST SECURITIES, INC.



By: /s/ William D. Felder
    -------------------------------
        William D. Felder
        Senior Executive Vice President

 Rushmore Securities Corp
- -----------------------------------
 CORRESPONDENT



By: /s/ Jim Clark
    -------------------------------



Name:  Jim Clark
     ------------------------------

Title:  President
      ----------------------------- 








                                       6



<PAGE>



Exhibit 10.10.2



                       FULLY DISCLOSED CLEARING AGREEMENT

     This Fully Disclosed  Clearing  Agreement (the 'Agreement") is executed and
entered  into  by  and  between  First  Southwest   Company  ("FSW"),   a  Texas
corporation, and Rushmore Financial Group. ("RUSH").

     WHEREAS,  RUSH is in the process of registering  or is registered  with the
Securities and Exchange  Commission  ("SEC") as a brokerdealer  of securities in
accordance with Section 15(b) of the Securities Exchange Act of 1934 (the "Act")
and is applying for  membership  or is a member of the National  Association  of
Securities Dealers,  Inc. ("NASD"),  and desires to enter into an agreement with
FSW for FSW to clear and maintain customer accounts on behalf of RUSH; and

     WHEREAS,  FSW meets all  requirements  of the SEC to function as a clearing
broker or dealer,  and desires to enter into an  agreement to clear and maintain
cash,  margin,  option  or other  accounts  ("Accounts")  for RUSH or  customers
("Customers") of RUSH.

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
and of the guarantee of this Agreement by any  guarantor(s),  and for other good
and  valuable  consideration  the  receipt  and  sufficiency  of which is hereby
acknowledged, the parties agree as follows:

1. REPRESENTATIONS AND WARRANTIES

     RUSH represents and warrants to FSW that:

     (a)  RUSH is a corporation  duly  organized,  validly  existing and in good
          standing under the laws of the state of its incorporation.

     (b)  RUSH has all the requisite authority in conformity with all applicable
          laws and  regulations  to enter into this  Agreement and to retain the
          services of FSW in accordance with the terms hereof.

     (c)  RUSH  shall  employ as a manager  of its  brokerage  operation  only a
          person who has all  requisite  licenses and  experience  in compliance
          with applicable securities laws and regulations.

     (d)  RUSH shall duly employ personnel  ("Registered  Representatives")  who
          have  the  requisite   licenses  and  experience  in  compliance  with
          applicable securities laws and regulations.

     (e)  RUSH has  advised FSW of any  arrangements  that have been made or are
          expected  to be made with any  other  firm for the  provision  by such
          other firm of  clearing  services  for any  Customer  Accounts or RUSH
          Accounts.

     (f)  RUSH has, if  applicable,  informed FSW of any  independent  agents or
          independent  contractors  used in providing the services  contemplated
          hereunder.

       FSW represents and warrants to RUSH that:

     (a)  FSW is a  corporation  duly  organized,  validly  existing and in good
          standing under the laws of the state of Texas.

     (b)  FSW is registered as a broker-dealer with the SEC and is in compliance
          with the rules and regulations thereof.

                                       1

<PAGE>


     (c)  FSW is a member  corporation  in good  standing  of the NASD and is in
          compliance with the rules and regulations thereof.

     (d)  FSW is in compliance  with the rules and  regulations of each national
          securities exchange of which it is a member.


2. CUSTOMER AM) RUSH ACCOUNTS


     Responsibility for compliance with the provisions of the NASD Rules of Fair
Practice  regarding Customer accounts shall be allocated between FSW and RUSH as
set forth below.

     (a)  Opening, Approving and Monitoring Customer Accounts.

          (1)  Account Documentation. RUSH will be responsible for obtaining and
               verifying  all  required  information  and the  identity  of each
               potential Customer.  RUSH will be responsible for the maintenance
               and retention of all documents  relating to an account except New
               Account   Agreements  and  Customer   Margin  and  Short  Account
               Agreements and RUSH hereby  acknowledges its obligation to retain
               said documents in an easily  accessible  place in accordance with
               SEC rules and  agrees to  provide  the  original  application  by
               overnight delivery or a legible copy by facsimile transmission of
               it within 24 hours of a request  from  FSW.  RUSH  shall  forward
               completed margin applications,  and copies of any other documents
               as specified by FSW, to FSW in accordance with FSW's  procedures.
               The information  required by FSW is necessary for the maintenance
               of its  accounting  system  and  books  and  records  and must be
               submitted to FSW for utilization in FSW's computer programs. RUSH
               will be responsible  for complying with the  requirements  of SEC
               Rule 15g2-6, if applicable.

          (2)  Knowledge of Customer and Customer's Investment Objectives.  RUSH
               will be responsible  for learning and  documenting  all the facts
               relative to every Customer necessary to insure compliance by RUSH
               with applicable rules and regulations,  including the information
               and  instructions  submitted to FSW pursuant to Section  2(a)(l),
               any  additional  facts  relative  to  the  Customer's  investment
               objectives,  and to the nature of every Customer  Account,  every
               order  and  every  person  holding  power  of  attorney  over any
               Customer  Account.  It  shall  be the  responsibility  of RUSH to
               ensure that those of its customers who become Accounts  hereunder
               shall not be minors  and RUSH will not accept  Accounts  for such
               persons as come within the express provisions of Art. II, Sec. 28
               of the NASD Rules of Fair Practice  unless RUSH has complied with
               the provisions of said Rule and, if applicable, provided evidence
               of employer  approval  as  required  by said Rule.  RUSH shall be
               solely  responsible  for any issues  regarding the suitability of
               any investments for its Customers.

          (3)  Acceptance  of  Accounts.  FSW will  execute  orders  for  RUSH's
               customers  whose Accounts have been accepted by FSW through RUSH,
               but only  insofar as such orders are  transmitted  by RUSH to FSW
               through the FSW on-line  system or  telephonically  after  RUSH's
               appropriate  principals have accepted and approved said Accounts.
               Each  Customer and RUSH Account  approved by RUSH and opened with
               FSW shall be  subject to FSW's  acceptance.  RUSH will not submit
               any Customer for FSW's  acceptance  unless FSW's  standards  have
               been met.


                                        2


<PAGE>


          FSW  reserves the right to withhold  acceptance  of or to reject,  for
               any reason, any Customer Account, RUSH Account or any transaction
               for any Account and to terminate any Account previously  accepted
               by FSW.  Initial  acceptance of each Account shall be conditioned
               upon FSW's  receipt of  completed  forms as  required  by Section
               2(a).RUSH  shall  not  submit  such  forms  with  respect  to any
               Customer   Account   unless  RUSH  has  in  its   possession  the
               documentation  of all  information  required  pursuant to Section
               2(b).  FSW shall be under no  obligation to accept any Account as
               to which any  documentation  required to be  submitted  to FSW or
               maintained  by  RUSH  pursuant  to  Sections  2(a)  and  2(b)  is
               incomplete.  Prior to acceptance of any Account,  no action taken
               by FSW or any of its employees,  including, without being limited
               to,  clearing  a trade in any  Account,  shall be deemed to be or
               shall constitute acceptance of such Account.

          (4)  Supervision of Orders and Accounts. As between FSW and RUSH, RUSH
               will be responsible  for the review and  supervision  of, and the
               suitability of, investments made by every Customer. RUSH shall be
               responsible for insuring that all  transactions in and activities
               related  to  all  Accounts  opened  by  it  with  FSW,  including
               discretionary Accounts, will be in compliance with all applicable
               laws,  rules and  regulations of the United  States,  the several
               states, governmental agencies, securities exchanges and the NASD,
               including any laws relating to RUSH's fiduciary  responsibilities
               to  Customers,   either  under  the  Employee  Retirement  Income
               Security Act of 1974 or otherwise; and in this connection,  RUSH
               shall  diligently  supervise  the  activities  of  its  officers,
               employees and representatives with respect to such Accounts. FSW
               will perform the clearing services provided for in this Agreement
               for Accounts  accepted by it in accordance with the terms of this
               Agreement,  as it may be amended from time to time, and otherwise
               in accordance with its judgment.  To the extent, if any. that FSW
               accepts from RUSH orders for execution in accordance with Section
               7(a), RUSH shall be responsible for informing FSW of the location
               of the  securities  that are the subject of the order so that FSW
               may comply with the  provisions  of Art. III, Sec. 21 of the NASD
               Rules of Fair Practice.

     (b)  Extension of Credit. The division of responsibilities  with respect to
          the extension of credit is set forth in Section 3 of this Agreement.

     (c)  Maintenance  of Books and Records.  The  division of  responsibilities
          with respect to the  maintenance  of books and Records is set forth in
          Section 4 of this Agreement.

     (d)  Receipt,  Delivery  and  Safeguarding  of Funds  and  Securities.  The
          division of responsibilities  with respect to the receipt and delivery
          of and  safeguarding of funds and securities is set forth in Section 5
          of this Agreement.

     (e)  Confirmations and Statements.  The division of  responsibilities  with
          respect to the  confirmations and statements is set forth in Section 6
          of this Agreement.

     (f)  Acceptance  of Orders and  Execution of  Transaction.  The division of
          responsibilities  with  respect  to the  acceptance  of orders and the
          execution of transactions is set in Section 7 of this Agreement.

     (g)  Account Responsibility for Certain Purposes.  Notwithstanding anything
          herein to the  contrary  for  purposes  of the  Securities  Investment
          Protection  Act of 1970 and the Financial  Responsibility  Rules,  the
          Customer  Accounts  are  the  responsibility  of FSW.  For  all  other
          purposes,  the  Customer  Accounts  shall be the full,  total and sole
          responsibility of RUSH.




                                        3


<PAGE>


     (h)  Notice of Customers.  Subject to the requirements of the NASD Rules of
          Fair Practice,  RUSH shall  provide,  or cause to be provided to every
          Customer  upon  the  opening  of a  Customer  Account,  notice  of the
          existence and general terms of this Agreement.

     (i)  Accounts of Associated Persons. In each case in which a Customer is an
          employee or otherwise  associated  with an NASD member,  RUSH shall be
          responsible   for  notifying  such  member  in  accordance   with  the
          provisions of Art. III, Sec. 28 of the NASD Rules of Fair Practice.


3. EXTENSION OF CREDIT

     Responsibility  for compliance  with the provisions of Regulation T, issued
by the  Board  of  Governors  of the  Federal  Reserve  System  pursuant  to the
Securities  Exchange  Act of ~934  ("Regulation  T"),  and all other  applicable
rules,  regulations  and  requirements  of any  exchange  or  regulatory  agency
affecting the extension of credit shall be allocated between FSW and RUSH as set
forth in this Section 3.

     (a)  Margin Agreements. At the time of opening of each margin account, RUSH
          will  furnish  FSW  with an FSW  Customer  Margin  and  Short  Account
          Agreement,  executed by the Customer, on the form furnished to RUSH by
          FSW. As to any Account,  until RUSH has furnished FSW with an executed
          margin agreement, FSW may, at its discretion, re-book any transactions
          cleared as a cash transaction, liquidate the Account or take any other
          action FSW deems necessary.

     (b)  Margin and Margin Maintenance.  RUSH is responsible for the collection
          of  initial  margin  and all  amounts  necessary  to  meet  subsequent
          maintenance  calls  in  each  Customer  and  RUSH  Account  to  insure
          compliance  with  Regulation  T and the house rules of FSW.  FSW shall
          have the  unlimited  right to buy in or sell out positions in Accounts
          whenever FSW, in its sole  discretion,  deems such action  appropriate
          and despite whether, if Account is a Margin Account,  any such Account
          is then in compliance with applicable margin maintenance  requirements
          or has  requested  an  extension  of time for any  account to make any
          payment required by Regulation T. RUSH acknowledges that FSW has the
          right to demand  payment on any debit balance and RUSH is  responsible
          to FSW for any  failure of a Customer to make any such  payments  upon
          demand.

     (c)  Margin   Requirements.   Initial   margin   and   margin   maintenance
          requirements  applicable to any margin  account shall be in accordance
          with the house rules of FSW,  rather than in accordance with any lower
          requirement of any law, any exchange or any regulatory agency. FSW may
          change the margin  requirements  applicable to any Account or class of
          accounts,  as described in its house rules,  RUSH shall be responsible
          for  advising  its  Customer  of  the  changed  requirements  and  for
          collecting any additional  margin necessary to insure  compliance with
          such increased requirements.

     (d)  Losses.  In addition to, and not in limitation of, RUSH's agreement to
          indemnify  FSW  pursuant  to  the   provisions  of  Section  10,  RUSH
          indemnifies  and holds harmless FSW from and against any and all loss,
          cost,  expense and liability  (including legal and accounting fees and
          expenses) sustained by FSW arising out of any of the following:

          (i)  any  failure  by any  Customer  to  comply  with the terms of its
               Customer Margin and Short Account Agreement with FSW,

          (ii) FSW's  re-booking of margin  transactions  as cash  transactions
               pursuant to Section 3(a),




                                        4


<PAGE>


          (iii)FSW's  broker's  execution of a transaction  for the account of a
               Customer pursuant to Section 3-(b);

          (iv) in a margin  transaction,  the failure of RUSH or any Customer to
               comply with Regulation T;

          (v)  the failure of RUSH to satisfy its obligations under this Section
               3; or

          (vi) in a cash transaction, the failure of delivery of securities sold
               or failure of payment for securities purchased in accordance with
               the  provisions  of Regulation T, the return to FSW unpaid of any
               check given to FSW by RUSH or any Customer or the payment  and/or
               delivery of all "when issued"  transactions  which FSW may accept
               or execute for the Accounts.


4. MAINTENANCE OF BOOKS AND RECORDS

     FSW will maintain  stock  records and other  records on a basis  consistent
with generally accepted  practices in the securities  industry and will maintain
copies of such records as are produced by FSW, in  accordance  with the NASD and
SEC guidelines for record  retention,  in effect from time to time. FSW and RUSH
shall each be responsible  for preparing and filing the reports  required by the
governmental and regulatory  agencies that have  jurisdiction  over each and FSW
and RUSH will each provide the other with such  information,  if any which is in
the  control  of one party but is  required  by the  other to  prepare  any such
report.


5. RECEIPT, DELIVERY AND SAFEGUARDING OF FUNDS AND SECURITIES

     (a)  Receipt and Delivery in the Ordinary Course of Business.  FSW, through
          RUSH,  will receive and deliver all funds and securities in connection
          with  transactions  for  Customer  Accounts  in  accordance  with  the
          Customer's   instructions  to  RUSH,   provided  that  RUSH  shall  be
          responsible  for advising  Customers of their  obligations  to deliver
          funds or securities in connection  with each such  transaction and for
          any failure of any Customer to fulfill such  obligation.  FSW shall be
          responsible for the safeguarding of all funds and securities delivered
          to and  accepted  by it,  subject  to count and  verification  by FSW.
          However,  FSW  will not be  responsible  for any  funds or  securities
          delivered by a Customer to RUSH,  its agents or  employees  until such
          funds or securities  are  physically  delivered to FSW's  premises and
          accepted by FSW or  deposited  in bank  accounts  maintained  in FSW's
          name. It is expressly  understood  and agreed,  however,  that RUSH is
          responsible for compliance with the Currency and Foreign  Transactions
          Reporting  Act (31  U.S.C.  Section  5311.  et seq.) and the rules and
          regulations  promulgated thereunder (31  C.F.R. Section 103.11,
          as amended, et seq.). 

     (b)  Custody Services. Whenever FSW has been instructed to act as custodian
          of the  securities  in any RUSH or Customer  Account,  or to hold such
          securities  in  "safekeeping,"  FSW may  bold  the  securities  in the
          Customer's  name or may cause such  securities to be registered in the
          name  of  FSW or  its  nominee  or in the  names  of  nominees  of any
          depository  used by FSW.  FSW will  perform the  services  required in
          connection  with  acting  as  custodian  for  securities  in RUSH and
          Customer  Accounts,  such as: (i) collection and payment of dividends;
          (ii)  transmittal and handling  (through RUSH) of tenders or exchanges
          pursuant to tender offers and exchange  offers;  (iii)  transmittal of
          all proxy  materials and other  shareholder  communications;  and (iv)
          handling  of  exercised  or  expirations  of rights  and  warrants  of
          redemption's.




                                        5


<PAGE>


     (c)  Receipt and Delivery Pursuant to Special Instruction. Upon instruction
          from RUSH or a Customer, FSW will make such transfers of securities or
          Accounts  as  may  be  requested.   RUSH  shall  be  responsible   for
          determining  if any securities  held in RUSH or Customer  Accounts are
          "restricted  securities" or "control stock" as defined by the rules of
          the SEC and that orders executed for such securities are in compliance
          with applicable laws, rules and regulations.

     (d)  Draft-Issuing  Authority.  At its discretion FSW may authorize certain
          of  RUSH's  employees  to sign  drafts  as  drawer  payable to  RUSH's
          Customers in amounts and pursuant to conditions as may be  determined
          by FSW from time to time.  RUSH agrees that it will not request FSW to
          authorize  someone to sign drafts who is not an employee of RUSH. RUSH
          agrees to indemnify fully FSW from the negligence,  fraud, or mistakes
          of RUSH or RUSH's  employees  in  connection  with any  draft  issuing
          authority  granted to them and RUSH  authorizes FSW to charge any RUSH
          Account or any other assets of RUSH held by FSW with the amount of any
          such losses. Notwithstanding Section 5(a), FSW will not be responsible
          for the  safeguarding of funds  withdrawn by RUSH or RUSH's  employees
          pursuant to such draft issuing authority.  FSW may withdraw this draft
          issuing  privilege  without notice at any time during the term of this
          Agreement. Notwithstanding anything herein to the contrary, FSW may at
          any time,  at its sole  discretion,  despite any prior  authorization,
          refuse  payment  on any  draft for  which  RUSH is  drawer  and FSW is
          drawee.


6. CONFIRMATIONS AND STATEMENTS


     (a)  Preparation and  Transmission.  FSW will prepare and send to Customers
          monthly or quarterly  statements of account,  which  statements  shall
          meet FSW's  requirements  as to format and quality and will  indicate
          that RUSH introduced the Account. Unless otherwise agreed, FSW will be
          responsible for preparing and  transmitting  confirmations;  provided,
          however, that RUSH's right to prepare and transmit confirmations shall
          be subject to prior  approval by FSW and  compliance  by RUSH with the
          provisions of Art.  III,  Sec. 12 of the NASD Rules of Fair  Practice.
          RUSH  shall  be  responsible  for  notifying  the  Customer  if  it is
          preparing  and  transmitting  confirmations.  RUSH shall not  generate
          and/or prepare any statements, billings or confirmation respecting any
          Account  except  as  provided  in this  Agreement  or  pursuant  to an
          agreement  executed between FSW and RUSH that authorizes RUSH to print
          and mail statements to Accounts on behalf of FSW. If such an agreement
          has  been  executed,  RUSH  covenants  that it shall  comply  with all
          requirements for statements imposed upon FSW of which RUSH has notice
          or has been  advised of by FSW under all  applicable  laws,  rules and
          regulations,  including,  but not limited to, the SEC,  NASD,  Federal
          Reserve  Board and all other  regulatory  organizations.  RUSH further
          covenants  that it shall not modify or amend the model  statement form
          provided  without the prior written  consent of FSW. Such consent will
          not be  unreasonably  withheld if RUSH has  represented to FSW that it
          will  comply  with all said  requirements.  Copies of all  monthly  or
          quarterly  statements  sent by FSW to Customers  will be sent to RUSH.
          FSW will also provide to RUSH monthly  statements of clearing services
          performed  by FSW for  RUSH and  Customer  Accounts  showing  the fees
          charged for such services  during the month, as provided in Section 8.

          (b) Examination  and  Notification  of Errors.  RUSH  shall  examine
          promptly all monthly  statements  of account,  monthly  statements of
          clearing  services  and other  reports  provided to RUSH by FSW.  RUSH
          shall  notify  FSW of any  error  claimed  by RUSH in any  Account  in
          connection  with (i) any transaction  prior to the settlement date of
          such transaction,  (ii) information  appearing on daily reports within
          seven days of such report, and (iii) information  appearing on monthly
          statements or reports  within 30 days of RUSH's receipt of any monthly
          statement or report.  Any notice of error shall be accompanied by such
          documentation as may be necessary to substantiate  RUSH's claim. RUSH
          shall provide promptly upon FSW's


                                        6


<PAGE>


          request any additional  documentation which FSW reasonably believes is
          necessary or desirable to establish and correct any such error.


7.       ACCEPTANCE OF ORDERS, EXECUTION OF TRANSACTIONS, OTHER SERVICES

     (a)  Customer's  orders.  Acceptance  of  Customers'  orders  shall  be the
          responsibility  of RUSH.  RUSH shall advise each of its Customers that
          its relationship with FSW is solely that of an introducing broker to a
          clearing  broker and that,  except as set forth in Section 2(f) above,
          RUSH bears all responsibility for the Customer's  Account.  RUSH shall
          be  responsible  for  the  authenticity  of  all  orders.  FSW  is not
          obligated to accept for execution any orders placed  directly with FSW
          by a Customer. In addition,  FSW is not obligated to accept any orders
          from RUSH if FSW determines  in good faith  that it should  not.  RUSH
          assumes the risk of failure by an  over-the-counter  dealer with which
          RUSH executes an order in the event such dealer fails to perform,  and
          will reimburse FSW for any loss incurred by it in the transaction.

     (b)  Transactions  clearing.  During the term of this  Agreement,  FSW will
          clear transactions on a fully disclosed basis for Accounts of RUSH and
          the  Customers  that RUSH  introduces  and FSW  accepts as provided in
          Section 2(b);  provided,  however,  that FSW is not obligated to clear
          any  transactions  for RUSH or RUSH's  Customers if FSW  determines in
          good faith that it should not.

     (c)  Other Services. FSW will perform such other services,  upon such terms
          and at such prices, as FSW and RUSH may from time to time agree.


8. FEES AND SETTLEMENTS FOR SECURITIES TRANSACTIONS


     (a)  Commissions - Fees for Clearing Services.

          (i)  RUSH has  provided to FSW its basic  commission  schedule and FSW
               will charge each Customer the  commission  shown on such schedule
               or  which  RUSH   otherwise   directs   FSW  to  charge  on  each
               transaction. RUSH's basic commission schedule may be amended from
               time to time by written  instructions to FSW from RUSH; provided,
               however,  that FSW shall be required to  implement  such  changes
               only to the extent that they are within the usual capabilities of
               FSW's data  processing and operations  systems and only over such
               reasonable  time as FSW may deem  necessary or desirable to avoid
               disruption  of FSW's  normal  operational  capabilities.  FSW may
               charge RUSH for changes in the basic commission schedule.  RUSH's
               basic  commission  schedule  shall be within  the format of FSW's
               computer system and must be expressly  agreed to by FSW. 

          (ii) FSW will charge RUSH for clearing  services  according to the fee
               schedule set forth in Schedule A attached hereto and incorporated
               herein for all purposes. As of the close of each month, FSW shall
               forward to RUSH a statement setting forth the commissions  earned
               in  accordance  with  Schedule A and the amounts due  thereunder.
               These  charges  shall be  promptly  paid by RUSH.  Charges may be
               modified  from time to time by FSW without  re-execution  of this
               Agreement.  To implement new charges, FSW will mail or telecopy a
               new  Schedule  A to  RUSH.  If RUSH  does not  object  to the new
               charges within ten (10) days of such mailing or  telecopying,  as
               provided  below,  the new charges shall become  effective and the
               new Schedule A shall  become a part of and modify this  Agreement
               without any further action by the parties.  Upon such event,  FSW
               and RUSH  shall  replace  the  previous  Schedule  A with the new
               Schedule A. RUSH may




                                        7


<PAGE>


               object to new charges by giving notice  canceling  this Agreement
               as provided under  Sections 12 and 20(m).  During the pendency of
               such notice  period,  the previous  charges shall  continue to be
               effective until  termination.  In addition,  FSW will charge RUSH
               expenses  incurred  by FSW on  behalf  of RUSH  pursuant  to this
               Agreement.  Expenses incurred by FSW on behalf of RUSH that shall
               be deducted  from any payments due to RUSH from FSW include,  but
               are not limited to, overlay of forms,  system equipment expenses,
               charges to commission  schedules and financial report information
               related  thereto,  installation of data  communication  lines and
               brokerage related credit inquiries, legal transfers, Regulation T
               extensions, Mailgrams (buy-in or sellout), microfiche of records,
               excess Security Investors Protection  Corporation  protection for
               Accounts and costs  incurred in failure of RUSH to provide social
               security or tax identification numbers.

          (b)  Settlements.  FSW will collect all commissions  from Customers on
               behalf of RUSH and through  RUSH.  FSW may make  payments to RUSH
               against  such  commissions  in advance of the monthly  settlement
               contemplated by this Section 8(b), the amount of such payments to
               be  determined  in  FSW's  sole   discretion   based  upon  FSW's
               experience with RUSH's clearance.

               As soon as  practicable  after  the end of each  month,  FSW will
               credit  RUSH with the  amount of  commissions  and other  amounts
               collected by FSW on RUSH's behalf,  and deduct all amounts due to
               FSW from RUSH  (including,  without being limited to,  Customer's
               unsecured debit items,  however arising).  FSW shall pay RUSH the
               amount  that the total owed RUSH  exceeds  the total owed FSW, or
               shall send a statement  to RUSH and RUSH shall pay FSW the amount
               that the total owed FSW  exceeds  the total  owed  RUSH.  If RUSH
               fails to make such  payment,  FSW shall  have the right to charge
               any other Account  maintained by FSW for RUSH or any other assets
               of RUSH held by FSW (including the deposit  required  pursuant to
               Section 9 and  positions  and balances in RUSH  Accounts) for the
               net amount due FSW.  Any  failure by FSW to charge any Account or
               assets  of RUSH  held by FSW  shall  not act as a waiver of FSW's
               right to demand payment of, or to charge RUSH's Accounts for, the
               full amount due at any time.


9. DEPOSIT

     Contemporaneously  with the signing of this  Agreement,  RUSH will  deliver
cash or securities  to FSW, as specified in Schedule A attached,  for deposit in
an  account  maintained  by FSW.  If at any  subsequent  time  FSW,  in its sole
discretion, requires an additional deposit, RUSH will deposit additional cash or
securities  in an amount  specified  by FSW.  Instead of making such  additional
deposit,  RUSH may  reduce  RUSH's  business  volume or modify the nature of the
securities involved in the RUSH's transactions  ("business mix") as specified by
FSW.  Any failure by FSW to demand  compliance  with the  requirement  that RUSH
either deposit additional amounts or modify RUSH's business mix shall not act as
a waiver of FSW's right to demand compliance with such requirements at any time.
If the deposit is not adequately funded as required by FSW, FSW may, in addition
to all other rights under this  Agreement,  transfer  cash or securities of RUSH
held by FSW to the  deposit  account.  If RUSH fails to comply with a request by
FSW  for an  additional  deposit,  and  FSW  does  not  transfer  other  cash or
securities of RUSH to the deposit account, resulting in RUSH thereby electing to
reduce its  business  or to modify its  business  mix,  RUSH  agrees that if FSW
determines it to be necessary,  FSW shall accept only  liquidating  transactions
for Customer  Accounts and that RUSH will give notice of such fact to Customers.
If such notice is not given by RUSH to Customers,  RUSH agrees that FSW may give
such notice to Customers.  FSW shall be entitled to set-off  against any deposit
in  addition  to any and all other  rights or  remedies  FSW may have under this
Agreement or otherwise. RUSH agrees that if this Agreement is terminated for any
reason, FSW may liquidate  securities deposited and deduct from such deposit any
amounts RUSH owes FSW because of failure to meet any of RUSH's obligations under
this Agreement.



10. INDEMNIFICATION


                                        8


<PAGE>


     (a)  Indemnity. RUSH agrees to indemnify and hold harmless FSW, each person
          who controls FSW within the meaning of the Securities  Exchange Act of
          1934 and any directors,  officers,  employees, agents and attorneys of
          FSW ("FSW Indemnified Persons") from and against all claims,  demands,
          proceedings,  suits and actions and all liabilities,  losses, expenses
          and  costs  (including  any legal and  accounting  fees and  expenses)
          relating to FSW's defense of any failure,  for any reason,  fraudulent
          or otherwise,  by RUSH or RUSH's employees or Customers to comply with
          any obligation  under this agreement or any other  agreement  executed
          and delivered to FSW in connection with FSW's  performance of services
          hereunder,  and any act or failure to act by FSW Indemnified  Persons,
          except  any  act or  failure  to act  which  is the  result  of  gross
          negligence  or  willful  misconduct  on  the  part  of  any  such  FSW
          Indemnified  Person.  It is expressly  agreed and understood that RUSH
          accepts full  responsibility  and  liability for any act or failure to
          act by, if applicable,  an independent agent or independent contractor
          used by RUSH in providing the services contemplated hereunder. Without
          limiting the generality of the  foregoing,  such failure is explicitly
          intended  by  the  parties  to  include  failure  resulting  from  (i)
          suspension  of trading or  bankruptcy  or  insolvency  of any company,
          securities of which are held in a Customer's Accounts; (ii) failure by
          any  Customer  to maintain  adequate  margin;  or (iii)  breach of any
          obligation  existing  between  RUSH and a customer of RUSH or any law,
          rule or regulation of the United States, a state or territory thereof,
          the SEC, the Federal Reserve Board or other  authority,  applicable to
          any transaction contemplated by this Agreement.

          FSW shall indemnify and hold RUSH harmless against any losses, claims,
          damages,  liabilities or expenses  including without  limitation those
          asserted by its customers (which shall include, but not be limited to,
          all costs of defense and  investigation  and all  attorney's  fees) to
          which  RUSH  may  become  subject,  insofar  as such  losses,  claims,
          damages,  liabilities  or expenses arise out of, or are based upon the
          gross  negligence  or willful  misconduct  of FSW or its  employees in
          providing the services contemplated hereunder.

          Promptly after receipt by any indemnified  party under this Section of
          notice of the commencement of any action, such indemnified party will,
          if a claim in respect  thereof is to be made against the  indemnifying
          party  under  this  Section,  notify  the  indemnifying  party  of the
          commencement  thereof;  but the omission so to notify the indemnifying
          party will not relieve it from any  liability  that it may have to any
          indemnified party otherwise than under this Section.

          In case any such action is brought against any indemnified  party, and
          it notified the indemnifying  party of the commencement  thereof,  the
          indemnifying  party will be  entitled  to  participate  in and, to the
          extent that it may wish, to assume the defense thereof, subject to the
          provisions   herein  stated,   with  counsel   satisfactory   to  such
          indemnified  party,  and after notice from the  indemnifying  party to
          such  indemnified  party of its  election  so to  assume  the  defense
          thereof, the indemnifying party will not be liable to such indemnified
          party under this Section for any legal or other  expense  subsequently
          incurred  by such  indemnified  party in  connection  with the defense
          thereof other than reasonable costs of investigation.  The indemnified
          party  shall  have the right to employ  separate  counsel  in any such
          action and to  participate  in the defense  thereof,  but the fees and
          expenses  of  such  counsel  shall  not  be  at  the  expense  of  the
          indemnifying  party if the indemnifying  party has assumed the defense
          of the action with counsel satisfactory to the indemnified party.

     (b)  Security  Interest and  Authorization to Charge.  RUSH grants to FSW a
          first lien and security interest in any RUSH Account maintained by FSW
          and  any  other  assets  of  RUSH  now or  hereafter  held  by FSW and
          authorizes  FSW to  discharge  such lien by charging  such Account and
          assets with all amounts  owing to FSW  including,  but not limited to,
          (i) any cost or expense resulting from failures to deliver or failures
          to receive, (ii) any losses resulting from unsecured debit balances in
          any Customer or RUSH Account and 


                                       9


<PAGE>


          (iii)any  amounts to which FSW is otherwise  entitled  pursuant to the
          provisions of Section 10(a). FSW shall have discretion to liquidate or
          sell any securities  without  notice to RUSH,  and to determine  which
          securities  to sell.  Such charge may be made  against RUSH Account or
          assets at any time and in such  amount as FSW  deems  appropriate.  No
          delay in charging any RUSH Account or asset shall  operate as a waiver
          of FSW's  right  to do so at any  future  time as and  when FSW  deems
          appropriate.  FSW  shall  have  the  unlimited  right to  set-off  any
          indebtedness  or other  obligations  of RUSH under this  Agreement  or
          otherwise  (absolute or contingent,  matured or unmatured) against any
          obligations  of FSW to RUSH,  including from the Deposit (as described
          in Section 9 and/or any other money, securities,  or other property of
          RUSH in FSW's possession.

     (c)  Reserves. In connection with any claim that does or could give rise to
          a claim for  indenmification  under this  Section 10 for FSW or an FSW
          Indemnified Person, FSW may, in its discretion, in addition to any and
          all other rights and remedies under this Agreement, reserve and retain
          any  money,   securities   or  other   property  of  RUSH   pending  a
          determination of such claim.  The money,  securities or other property
          of RUSH set aside in such a reserve shall be subject to FSW's standard
          lien and security interest described in Section 10(1)) above.



11. UNDERTAKINGS OF RUSH

     (a)  Financial  Statements and Other  Reports.  RUSH will furnish to FSW as
          soon as  possible  a copy of RUSH's  balance  sheet and  statement  of
          earnings for the current fiscal year and for each of RUSH's subsequent
          fiscal years.  Each such balance sheet and statement of earnings shall
          be  certified  by  independent  public  accountants.  RUSH also  shall
          furnish FSW with copies of its monthly  and  quarterly  Focus  filings
          promptly after filing.

     (b)  Other Clearing Services.  During the term of this Agreement,  FSW will
          grant approval for RUSH to offer the services  contemplated  hereunder
          to its Customers through Southwest  Securities  Corporation.  However,
          RUSH  will  not  offer  the  services  contemplated  hereunder  to its
          Customers  through a broker  other  than FSW or  Southwest  Securities
          Corporation without prior written approval by FSW.

     (c)  Suspension or  Restriction.  In the event that RUSH or any employee of
          RUSH  shall  become  subject  to  suspension  or  restriction  by  any
          regulatory body having  jurisdiction  over RUSH and RUSH's  securities
          business,  RUSH will notify FSW immediately and RUSH authorizes FSW to
          take such steps as may be  necessary  for FSW to  maintain  compliance
          with the rules and  regulations to which FSW is subject.  RUSH further
          authorizes  FSW, in such event,  to comply with  directives or demands
          made upon FSW by any exchange or regulatory  body. In connection  with
          such  directives or demands,  FSW may seek advice or legal counsel and
          RUSH will  reimburse  FSW for  reasonable  fees and  expenses  of such
          counsel.


12. TERMINATION OF AGREEMENT: TRANSFER OF ACCOUNTS

     (a)  Effectiveness.  Unless  earlier  terminated as provided  herein,  this
          Agreement  shall remain in force from the date hereof,  subject to any
          required  approval  by the  NASD.  Either  party  may  terminate  this
          Agreement by giving  forty-five  (45) days prior written notice to the
          other party.

     (b)  Termination by FSW.  Notwithstanding Section 12(a), FSW may terminate
          this  Agreement at any time on five (5) days written notice to RUSH in
          the event that RUSH:


                                       10


<PAGE>


          (i)  fails  to  comply  with  the  terms  of this  Agreement  and upon
               notification by FSW fails to begin compliance within 10 days from
               said notification; or

          (ii) is  enjoined,   prohibited  or  suspended,  as  a  result  of  an
               administrative   or  judicial   proceeding,   from   engaging  in
               securities  business  activities  constituting all or portions of
               RUSH's  securities  business,  which  injunction,  prohibition or
               suspension  in  FSW's  judgment  makes  impracticable  the  fully
               disclosed clearing relationship established in this Agreement.

     (c)  Automatic  Termination.  In  addition  to  any  other  provisions  for
          termination herein, this Agreement shall terminate  immediately in the
          event that,  either RUSH or FSW ceases to conduct its business or that
          FSW: 

          (i)  is no longer registered as a broker/dealer with the SEC; or

          (ii) is no longer a member in good standing of the NASD; or

          (iii)is suspended by any national  securities exchange of which FSW is
               a member  for  failure to comply  with the rules and  regulations
               thereof.

     (d)  Conversion of Accounts. In the event that this Agreement is terminated
          for any reason,  it shall be RUSH's  responsibility to arrange for the
          conversion of RUSH and Customer  Accounts to another  clearing broker.
          RUSH will give FSW notice (the "Conversion Notice") of:

          (i)  the  name of the  broker  that  will  assume  responsibility  for
               clearing services for Customers and RUSH;

          (ii) the  date on which  such  broker  will  commence  providing  such
               services;

          (iii)RUSH's  undertaking,  in form and substance  satisfactory to FSW,
               that RUSH's  agreement with such broker provides that such broker
               will accept on conversion  all RUSH and Customer  Accounts,  then
               maintained by FSW; and

          (iv) the name of an individual  within that  organization  who FSW can
               contact to coordinate the conversion. The Conversion Notice shall
               accompany RUSH's notice of termination  given pursuant to Section
               12(a) or within  thirty (30) days of the  occurrence  of an event
               specified in Section 12(c).

          If RUSH fails to give the  Conversion  Notice to FSW,  FSW may give to
          Customers such notice as FSW deems  appropriate of the  termination of
          this Agreement and may make such arrangements as FSW deems appropriate
          for transfer or delivery of Customer and RUSH Accounts.  RUSH will pay
          to FSW $3,000 in  programming  charges to process the  conversion.  In
          addition,  RUSH shall pay any costs  incurred  by FSW as billed by any
          third party vendors such as transfer agents, etc.

     (e)  Survival.  Termination of this Agreement shall not affect FSW's rights
          or liabilities  relating to business transacted prior to the effective
          date of such termination.  From the date of termination until transfer
          or  delivery  of all  Customer  and RUSH  Accounts,  FSW's  rights and
          liabilities  relating to business  transacted  after such  termination
          shall be  governed  by the  same  terms  as  those  set  forth in this
          Agreement.

     (f)  No Obligation to Release. FSW shall not be required to release to RUSH
          any  securities  or  cash  held by FSW  for  RUSH in one or more  RUSH
          Accounts  until any amounts owing to FSW pursuant to the provisions of
          this Agreement are paid; and RUSH's outstanding  obligations hereunder
          to FSW are  



                                       11


<PAGE>


          determined,  including  determination  of any  disputed  amounts,  and
          satisfied;  and  any  Property  of FSW in the  Possession  of  RUSH is
          returned to FSW.


13. CONFIDENTIAL NATURE OF DOCUMENTS

         All agreements, documents and papers supplied by RUSH concerning RUSH's
business or  Customers  shall be treated by FSW as  confidential.  To the extent
such documents are retained by FSW, they shall be kept in a safe place and shall
be made  available  to third  parties only as  authorized  by RUSH in writing or
pursuant  to  any  order  or  request  of a  court  or  regulatory  body  having
appropriate  jurisdiction.  FSW shall give RUSH prompt  notice of the receipt by
FSW of any such order or  subpoena,  which  notice shall be given prior to FSW's
compliance  therewith.  Such  documents  shall  be  made  available  by FSW  for
inspection and examination by RUSH's auditors,  by properly authorized agents or
employees of any  regulatory  bodies or  commissions or by such other persons as
RUSH may authorize in writing.  Notwithstanding anything herein to the contrary,
RUSH expressly  authorizes FSW to supply any information  requested  relating to
RUSH, its business,  or its Customers to any regulatory body having  appropriate
authority.


14. EMPLOYEES

     Without  FSW's prior  written  consent RUSH will not solicit,  or engage in
negotiations  with,  any person who is, or within  the  preceding  12 months has
been,  employed by FSW. In the event RUSH does hire said person,  RUSH shall pay
to FSW the sum of  $10,000.00 no later than thirty (30) days after said employee
begins employment with RUSH.


15. CUSTOMER COMPLAINT PROCEDURES

     RUSH  will  be  responsible  for  the  initial  handling  of  all  Customer
complaints.  Any Customer who initiates  complaint  with FSW will be referred by
FSW to RUSH.  If any such  complaint  is based upon an alleged act or failure to
act by FSW,  RUSH will  notify  FSW  promptly  of such  complaint  and the basis
therefore;  and will  consult  with  FSW;  and the  parties  will  cooperate  in
determining  the validity of such  complaint  and the  appropriate  action to be
taken.


16. REMEDIES CUMULATVE

     The enumeration  herein of specific  remedies shall not be exclusive of any
other remedies.  Any delay or failure by any party to this agreement to exercise
any right,  power,  remedy or privilege  herein  contained,  or now or hereafter
existing  under any  applicable  statute or law,  shall not be construed to be a
waiver of such right power,  remedy or  privilege~  nor to limit the exercise of
such right,  power,  remedy or  privilege,  nor shall it preclude  the  further
exercise thereof or the exercise of any other right, power, remedy or privilege.


17. GUARANTEE

     The  corporation  or  individual(s)  who guarantee the  obligations of RUSH
under this  Agreement by  executing  the  signature  lines  designated  for such
purpose at the end of this Agreement (the  "Guarantor(s)"),  in consideration of
FSW's  entering  into  the  Agreement,  do(es)  hereby  personally  guarantee(s)
(jointly  and  severally,  if more  than  one)  the  performance  by RUSH of the
provisions of the Agreement  (including without  limitation the  indemnification
provisions of Section 10) and shall  promptly pay any amount that is not paid by
RUSH  to FSW  under  the  Agreement.  This  is an  absolute,  unconditional  and
unlimited  guarantee  of  payment  and  may be  proceeded  upon by FSW or an FSW
Indemnified  Person  before  filing any action  against RUSH or after any action
against RUSH has been commenced. Guarantor(s) grants to FSW a first lien and




                                       12


<PAGE>


security  interest on any and all money and securities of a Guarantor(s) held by
FSW.  FSW shall have the  unlimited  right to set-off any amounts  owed to it by
Guarantor(s) against any obligation of FSW to Guarantor(s).  FSW also shall have
the absolute and  unlimited  right to sell,  transfer,  or liquidate  any of the
assets in any of  Guarantor(s)'  accounts with FSW for any amounts owed to it by
RUSH  or  Guarantor(s).  The  obligations  of  the  Guarantor(s)  shall  not  be
discharged  or  impaired or  otherwise  affected by the failure of FSW or an FSW
Indemnified  Person to assert,  claim,  demand or enforce any remedy  under this
Agreement,  nor by waiver,  modification  or amendment of this  Agreement or any
compromise, settlement or discharge of obligations of RUSH under this Agreement,
or any release or  impairment  of any  collateral  by FSW or an FSW  Indemnified
Person.


18. LIMIT ON LIABILITY; NO CONSEQUENTIAL DAMAGES

     In any  action  by  RUSH  against  FSW  for any  claim  arising  out of the
relationship  created  by this  Agreement,  FSW shall  only be liable to RUSH in
cases of gross  negligence  or willful  misconduct,  and in such cases FSW shall
only be liable for the amount of actual monetary  losses suffered by RUSH.  RUSH
shall not,  in any such action or  proceeding,  or  otherwise,  assert any claim
against FSW for  consequential  damages on account of any loss, cost,  damage or
expense  which RUSH may suffer or incur  related to  transactions  in connection
with this  Agreement  or  otherwise,  including,  but not  limited  to, any lost
opportunity claims.


19. MISCELLANEOUS

     (a)  Tax Reporting.  FSW shall be  responsible  for providing IRS form 1099
          and other  information  required to be  reported by federal,  state or
          local tax laws, rules or regulations,  to Accounts solely with respect
          to events  subsequent to the effective  date of this Agreement and for
          the mailing of same at RUSH's expense.

     (b)  Scope of services.  FSW shall limit its services pursuant to the terms
          of this  Agreement to those  services  expressly  set forth herein and
          related thereto. FSW shall perform such services as agent for RUSH.

     (c)  Modification.  This Agreement may be modified only by a writing signed
          by both  parties to this  Agreement.  Such  modification  shall not be
          deemed as a cancellation of this Agreement.  Subject to the NASD Rules
          of Fair Practice, this agreement and all modifications may be required
          to be submitted to the NASD for approval prior to effectiveness. It is
          expressly  understood  that brokerage  services  cannot be provided by
          RUSH under  this  Agreement  until  such  approval,  if  required,  is
          received.

     (d)  Assignment.  This  Agreement  shall be binding  upon all  successors,
          assigns or transferees  of both parties  hereto,  irrespective  of any
          change with regard to the name of or the personnel of RUSH or FSW. Any
          assignment of this Agreement shall be subject to the requisite  review
          and/or  approval of any regulatory or  self-regulatory  agency or body
          whose  review  and/or   approval   must  be  obtained   prior  to  the
          effectiveness  and validity of such assignment.  No assignment of this
          Agreement  shall be valid unless the  non-assigning  party consents to
          such an assignment in writing. Any assignment by either FSW or RUSH to
          any  majority-owned  subsidiary  that they may  create or to a company
          affiliated  with or  controlled  directly  or  indirectly  by or under
          common   control  with  either  of  them  will  be  deemed  valid  and
          enforceable  in the absence of any consent from either party.  Neither
          this  Agreement nor any  operation  hereunder is intended to be, shall
          not be deemed to be,  and shall not be treated as a general or limited
          partnership,  association  or joint  venture  or  agency  relationship
          between RUSH and FSW.

     (e)  Account  Documentation.  Applicable laws and regulations  require that
          FSW must have a proper  documentation to support any account opened on
          its books. If, after reasonable requests therefor, the


                                       13


<PAGE>


          necessary  documents  to  enable  FSW  to  comply  with  such  account
          documentation  requirements of the laws and regulations  have not been
          received  by FSW,  RUSH  shall  receive  notification  that no further
          orders will be accepted for the Account  involved.  This  Agreement is
          not in any way intended to limit the  responsibility  of FSW under the
          laws and regulations with respect to Accounts.

     (f)  Construction.  The  construction and effect of every provision of this
          Agreement,  the  rights of the  parties  hereunder  and any  questions
          arising out of the  Agreement,  shall be subject to the  statutory and
          common law of the state of Texas.

     (g)  Arbitration.  In the  event of a dispute  between  the  parties,  such
          dispute shall be settled by arbitration before arbitrators  sitting in
          Dallas,  Texas  in  accordance  with  the  rules  of  the  Arbitration
          Committee  of the NASD then in effect.  The  arbitrators  may allocate
          attorneys' fees and arbitration costs between parties,  and such award
          shall be final and binding  between the parties and  judgment  thereon
          may be entered in any court of competent jurisdiction.

     (h)  Headings.  The  headings  preceding  the text,  articles  and sections
          hereof have been inserted for convenience and reference only and shall
          not be clustered to affect the meaning, construction or effect of this
          Agreement.

     (i)  Entire  Agreement.  This  Agreement  shall  cover  only  the  types of
          services  set forth  herein and is in no way  intended nor shall it be
          construed to bestow upon RUSH or FSW any special  treatment  regarding
          any other  arrangements,  agreements or understandings  that presently
          exist between RUSH and FSW or that may hereinafter  exist.  RUSH shall
          be  under  no  obligation  whatsoever  to deal  with FSW or any of its
          subsidiaries or any companies  controlled directly or indirectly by or
          affiliated  with FSW, in any capacity  other than as set forth in this
          Agreement.  Likewise,  FSW shall be under no obligation  whatsoever to
          deal with RUSH or any of its  affiliates in any capacity other than as
          set forth in this Agreement.

     (j)  Severability. If any provision or condition of this Agreement shall be
          held to be invalid or  unenforceable  by any court,  or  regulatory or
          self-regulatory  agency or body, such  invalidity or  unenforceability
          shall attach only to such provision or condition.  The validity of the
          remaining  provisions and conditions shall not be affected thereby and
          this  Agreement  shall  be  carried  out as if  any  such  invalid  or
          unenforceable provision or condition were not contained herein.

     (k)  Force Majeure.  In addition to any excuse  provided by applicable law,
          all parties hereto shall be excused for liability for  non-performance
          of this Agreement  arising from any event beyond any party's  control~
          whether or not foreseeable by either party,  including but not limited
          to, labor disturbance, war, fire, accident, adverse weather, inability
          to secure transportation, governmental act or regulation, inability to
          obtain raw materials or other causes or events  beyond either  party's
          control, whether or not similar to those enumerated above.

     (l)  Interpleader. If FSW receives conflicting claims from RUSH, a Customer
          and other persons  regarding money,  securities or other property held
          by FSW, FSW may, in its discretion,  tender such money,  securities or
          other property to a court of competent  jurisdiction  and institute an
          action  in  interpleader  or other  appropriate  legal  proceeding  to
          determine the rights of the  respective  claimants.  FSW shall have no
          liability to RUSH in  connection  with any such  action,  and shall be
          entitled to  reimbursement  for its costs and  expenses in  connection
          with such action from RUSH.

     (m)  Notice. For the purposes of any and all notices, consents, directions,
          approvals, restrictions,  requests or other communications required or
          permitted to be delivered hereunder, FSW's address shall be:



                                       14


<PAGE>


          Attention:        Rick Hall
                            First Southwest Company
                            1700 Pacific Avenue, Suite 500
                            Dallas, Texas 75201

          and RUSH's address shall be:
                            Rushmore Financial Group
                            Attn: Jim Clark
                            15851 Dallas Parkway, Suite 1155
                            Dallas, Texas 75248

          Either  party may provide such notice or change its address for notice
          purposes by giving written notice  pursuant to registered or certified
          mail, return receipt requested, of the new address to the other party.

     (n)  Counterparts:  NASD Approval. This Agreement may be executed in one or
          more  counterparts,  all of which taken  together  shall  constitute a
          single  agreement When each party hereto has executed and delivered to
          the other a counterpart,  this Agreement  shall become binding on both
          parties,  subject  only  to any  required  approval  by the  NASD.  If
          required  by the NASD,  FSW will  submit  this  Agreement  to the NASD
          promptly following execution and will notify RUSH, or cause RUSH to be
          notified, promptly upon receipt of such approval.
























                                       15


<PAGE>


          MADE AND EXECUTED THIS 15th DAY OF July, 1996.
                                 ----        ----     -

FSW:                                       FIRST SOUTHWEST COMPANY


                                           By: /s/ Rick Hall
                                               --------------------------------
                                                Rick Hall, Director
                                                1700 Pacific Avenue, Suite 500
                                                Dallas, Texas 75201

RUSH:

INDIVIDUAL:                                    ---------------------------------
                                                [Signature]


                                               ---------------------------------
                                                [Print name]

                                             
                                               ---------------------------------
                                                [Address]                       


                                               ---------------------------------

                                               ---------------------------------
                                                  

ENTITY:                                        RUSHMORE SECURITIES CORP.
                                               ---------------------------------
                                                [Name]

                                               Corporation
                                               ---------------------------------
                                              [Type of Entity, i.e.,corporation,
                                               partnership, etc.]
                                                                
                                                                           
                                           By:  /s/ Jim W. Clark
                                               ---------------------------------
                                             
                                           Its: President
                                               ---------------------------------

                                                15851 Dallas Parkway,
                                               ---------------------------------
                                                [Address] 

                                                        Suite 1155
                                                --------------------------------

                                                Dallas, TX  75248
                                                --------------------------------









                                       16

<PAGE>


GUARANTEE: The undersigned  individual(s) or corporation hereby guarantee(s) the
obligations  of RUSH  under the  Agreement  as  provided  in  Section  18 of the
Agreement.


INDIVIDUAL GUARANTOR(S):

                                             ---------------------------------
                                             [Signature]

                                             ---------------------------------
                                             [Print Name]


                                             ---------------------------------
                                             [Signature]

                                             ---------------------------------
                                              [Print name]

CORPORATE GUARANTOR:                         Rushmore Securities Corp.
                                             ---------------------------------
                                              [Name of Corporation]


                                         By:  Jim W. Clark
                                              --------------------------------


                                         Its: President
                                              --------------------------------

                                              15851 Dallas Parkway
                                              --------------------------------
                                               [Address]
                                            
                                              Suite 1155
                                              --------------------------------

                                              Dallas, TX  75248
                                              --------------------------------



 

                                       17


<PAGE>


                                   SCHEDULE A
          TO CLEARING AGREEMENT BETWEEN FIRST SOUTHWEST COMPANY ("FSW")
                      AM) RUSHMORE FINANCIAL GROUP ("RUSH")

This Schedule A shall be effective for  transactions  beginning July 15, 1996and
shall not be changed,  except by prior written  consent of both  parties,  until
after January 31, 2000. The required  clearing deposit of RUSH as of the date of
adoption  of this  Schedule A pursuant to Section 10 of the  Agreement  shall be
$10,000.00.

The parties  hereto agree that FSW's  charges for services to RUSH and/or RUSH's
customers shall be as follows:

<TABLE>
<CAPTION>

Customer Transactions (Retail Tickets)

<S>                                                                             <C>     

           Listed Equities:               $25.00 per ticket plus floor brokerage

           Floor Brokerage:               0-3000  shares  executed on Midwest- no cents per share over
                                          3000 shares  executed on Midwest- 1.5 cents per share orders
                                          on all other  exchanges-  2.5 cents per share (10,000 shares
                                          or greater -1.75 cents per share).

          Third Market:                   $26.00

          Listed Bonds:                   $28.00 per ticket plus $3 per bond

          Listed Options:                 $25.00 per ticket plus $1.50 per contract

          OTC Equities:                   Agency:     $26.00 per ticket                      
                                          Principle:  $24.00 per ticket                        
                                                      

          Mutual Funds (includes UITS):   $24.00 per ticket

                                          Exchanges  within the same  family of funds $8.00 per ticket
                                          (Exchanges  do not count toward ticket count or qualify for rebates)

</TABLE>

          Municipal Bonds:                $30.00 per ticket

          OTC Corporate Bonds:            $30.00 per ticket                 
                                                                 
          U.S. Treasuries & Agencies:     $30.00 per ticket          
                                                                 
          Money Market Instruments:       $35.00 per ticket          
      
Clearing Charge reduction on customer trades (monthly count)

     150 - 250 tickets   $2.00 per ticket                               
     251 - 350 tickets   $4.00 per ticket                          
     351 - 500 tickets   $6.00 per ticket                               
     Over  500 tickets   $8.00 per ticket                               
                           




                                       18


<PAGE>


Inventory Transactions (Dealer Tickets)

     All  transactions  between another broker dealer and a RUSH's inventory are
     $15.00 per ticket, subject to the following monthly volume discounts:

     500 - 999 tickets $2.50 per ticket
     Over 1000 tickets $5.00 per ticket

     *Note: Customer and dealer trades do not aggregate for discount purposes.

Transactions of syndicate orders through FSW:

With customers:               25% of the selling group's gross shall be charged,
                              with a minimum of 3  cents  per  share,   in   
                              addition to the ticket clearing charge. 
      
Minimum clearing charges:    $1,000.00 (waived for nine months)
 
              
<TABLE>
<CAPTION>

ADDITIONAL CHARGES WILL BE BILLED AS FOLLOWS:

<S>                                                                             <C>    

144 Sales:                                            $35.00 surcharge.

Accommodation Transfers:                              $25.00 plus certificate fees.

Automated Customer Account Transfer (ACAT):           $5.00 per account transferred from FSW.

"Blue Sheet" Reporting or any                         $15.00 per hour for research plus programming charges.
other Regulatory Inquiry:                             "Blue Sheet" reporting $100.00 per cusip request.

Bond Maturity/Redemption Fee (Exclude T-Bills):       $25.00.

Cancels & Corrections:                                $10.00 per confirmation.

Certificate Charges:                                  At cost.

Clearing Deposit minimum requirement:                 $l0.000.00

Conversion to FSW/Deconversion from FSW:              To be determined by FSW on a case-by-case basis.

Credit interest on clearing deposit:                  Credit Interest Rate.

Data-line and equipment charges:                      At FSW cost.

DK Trades:                                            $30.00 per DK plus interest (if applicable).

Draft Charges:                                        Actual charges plus interest (if applicable~).

Ex-clearing Trades:                                   $15.00 per ticket.

</TABLE>



                                       19


<PAGE>

<TABLE>
<S>                                                                             <C>     

Forms:                                                Available   at  cost.   No
                                                      charge  for  new  account,
                                                      margin option agreements.

Government Bond Fee:                                  A $15.00  miscellaneous  fee will be charged to the customer          
                                                      on all  purchase and sale  transactions  of  government  and 
                                                      government backed  securities,  other than treasury bills. A                 
                                                      $5 fee will be charged on treasury  bill  transactions.  DVP 
                                                      accounts  will  have  these  charges  added  to  the  ticket  
                                                      charges.                                                                
                                                                                          

Interest Rebates:                                     50 basis  points on average  monthly  margin  balances.  Any    
                                                      increase/decrease  in the base rate will be added to/reduced  
                                                      from RUSH's 50 basis points.                                     
                                                      
                                                      20 basis  points  on Type 6, credit interest, accounts                      
                   
                                                      Average  monthly  money  market  account  balances  will  be
                                                      rebated as follows:
                          
                                                      20 basis points for balances of $0.00 -2,000,000.00
                                                      25 basis points for balances of $2,000,000.01 -4,000,000.00
                                                      30 basis points for balances over $4,000,000.01

legal Deposits:                                       $10.00 per item.

Postage & Handling:                                   $3.00 per confirmation (charged to customer). This does not
                                                      apply to DVP accounts.

Reg "T" Extension:                                    $10.00 per request plus interest from settlement date until paid.

Research & Statement Copies:                          $15.00 per hour with a minimum of one hour.

Returned Checks:                                      $20.00 plus interest from the earlier of the settlement      
                                                       date or date of deposit.                                
                                                      
Safekeeping Charge:                                   Customers' accounts which have generated clearing charges of         
                                                      less  than  $50.00   during  the  calendar   year  but  have   
                                                      securities in  safekeeping  with FSW will be charged  $25.00            
                                                      annually.                                                   
                                                                                                                 
Securities Purchase against Non-Cleared Funds:        Interest on balance.

Tender Items (Courtesy):                              $0.03 per share even if tender is declined ($25.00 minimum
                                                      $100.00 maximum).

Wire Funds:                                           $25.00.


                                                      /s/ Rick Hall July 15, 1996
- ----------------------------------                    ------------------------------
                                                      First Southwest Company  (date)

</TABLE>


                                       20

<PAGE>


Exhibit 10-11


                            INDEMNIFICATION AGREEMENT


     This  Agreement, dated as of November 28 1997, is by and  between  Rushmore
Financial  Group,  Inc., a Texas  corporation  (the  "Company"),  and D.M. Rusty
Moore, Jr. ("Indemnitee").

                                   WITNESSETH:

     WHEREAS,  the Company  desires to have qualified  directors  serving on its
Board of Directors and  executive  officers,  who are willing to make  decisions
that in their  judgment are in the  Company's  best  interest  without any undue
threat of personal liability;

     WHEREAS,   the  Company's   Articles  of   Incorporation   ("Articles   of
Incorporation")  and the Company's Bylaws ("Bylaws") require  indemnification of
each director or officer of the Company in his capacity as a director or officer
and, if serving at the request of the Company as a director,  officer,  partner,
venturer,  proprietor,  trustee,  employee,  agent,  or similar  functionary  of
another  foreign or  domestic  corporation,  partnership,  joint  venture,  sole
proprietorship,  trust,  employee benefit plan, or other enterprise,  in each of
those capacities,  against any and all liability and reasonable expense that may
be incurred by him in  connection  with or  resulting  from (a) any  threatened,
pending,  or completed  action,  suit, or proceeding  whether  civil,  criminal,
administrative,  arbitrative, or investigative  (collectively,  a "Proceeding"),
(b) an appeal in such a  Proceeding,  or (c) any inquiry or  investigation  that
could lead to such a Proceeding,  to the fullest  extent  permitted by the Texas
Business  Corporation  Act  ("Act"),  as the  same  exists  or may be  hereafter
amended;

     WHEREAS,   the  Company   desires  to  grant  to  Indemnitee   the  maximum
indemnification for any Loss (hereinafter  defined) permitted by the Articles of
Incorporation and Bylaws;

     WHEREAS,  developments  with  respect  to the  terms  and  availability  of
directors' and officers liability insurance and with respect to the application,
amendment,  and  enforcement of statutory,  charter,  and bylaw  indemnification
provisions  generally  have  raised  questions  concerning  the  adequacy,   and
reliability  of the  protection  afforded to persons  intended  to be  protected
thereunder; and

     WHEREAS,  in order to resolve such questions and thereby induce  Indemnitee
to serve or to continue  serving,  as a director and/or executive officer of the
Company, the Company has agreed to enter into this Agreement with Indemnitee;

     NOW,  THEREFORE,  in  consideration  of  Indemnitee's  consent  to serve or
continuing to serve in the position of director and/or executive  officer of the
Company, the parties hereto agree as follows:




                                       -1-


<PAGE>


     1. Indemnity of Indemnitee.  The Company shall indemnify  Indemnitee in his
capacity as director,  director nominee,  and/or officer of the Company,  as the
case may be,  and,  if serving  at the  request  of the  Company as a  director,
director nominee, officer,  trustee,  employee, agent, or similar functionary of
another foreign or domestic corporation,  trust partnership, joint venture, sole
proprietorship,  employee  benefit plan, or other  enterprise,  in each of those
capacities,  against any and all  liability and  reasonable  expense that may be
incurred by Indemnitee in connection  with or resulting from (a) any Proceeding,
(b) an appeal in such a  Proceeding,  or (c) any inquiry or  investigation  that
could lead to such a Proceeding,  all to the fullest extent permitted by Article
2.02-1 of the Act. 

     2. Continuation of Indemnity. All agreements and obligations of the Company
contained  herein shall  continue  during the period  Indemnitee  is a director,
director  nominee or officer of the Company,  shall be  retroactive  to the date
Indemnitee  first became a director,  director  nominee or officer  covering all
periods of service from time to time, and shall  continue  thereafter so long as
Indemnitee  shall be subject to any possible  claim or threatened,  pending,  or
completed  Proceeding,   any  appeal  in  a  Proceeding,   and  any  inquiry  or
investigation  that  could  lead to a  Proceeding,  by  reason  of the fact that
Indemnitee was serving,  or had consented to serve, in any capacity  referred to
herein.

     3. Notification and Defense to Claim.  Promptly after receipt by Indemnitee
of notice of any claim against Indemnitee or the commencement of any Proceeding,
Indemnitee will, if a claim in respect thereof is to be made against the Company
under this  Agreement,  notify the Company of the assertion of any such claim or
the  commencement  thereof;  but the  omission so to notify the Company will not
relieve  it from  any  liability  under  this  Agreement  unless  such  delay in
notification  actually  prejudiced  the Company (and then only to the extent the
Company was actually prejudiced thereby) and in addition,  the Company shall not
be relieved from any liability  which it may have to Indemnitee  otherwise  than
under this Agreement. With respect to any such Proceeding as to which Indemnitee
notifies the Company of the commencement thereof:

          (a)  The Company  will be entitled to  participate  therein at its own
               expense.

          (b) Except as  otherwise  provided  below,  to the extent  that it may
     wish,  the Company  jointly  with any other  indemnifying  party  similarly
     notified  will be  entitled  to assume the  defense  thereof  with  counsel
     satisfactory to Indemnitee,  provided that,  notwithstanding  the Company's
     assumption  of such  defense,  Indemnitee  shall  have the  right to retain
     separate counsel and the Company shall pay all reasonable fees and expenses
     of  such  counsel  and all  other  reasonable  expenses  of  Indemnitee  in
     connection  with such  Proceeding.  The  Company  shall not be  entitled to
     assume the defense of any Proceeding brought by or on behalf of the Company
     or as to which Indemnitee shall have reasonably concluded that there may be
     a conflict of interest between the Company and Indemnitee in the conduct of
     the defense of such action.


                                       -2-


<PAGE>


          (c) The Company shall not be liable to indemnify Indemnitee under this
     Agreement  for any  amounts  paid in  settlement  of any  action  or  claim
     effected  without its  written  consent.  The Company  shall not settle any
     action or claim in any manner which would impose any penalty or  limitation
     on Indemnitee without Indemnitee's written consent. Neither the Company nor
     Indemnitee  will  unreasonably  withhold  their  consent  to  any  proposed
     settlement.

     4.  Advances of  Expenses.   Reasonable  expenses  (other  than  judgments,
penalties,  fines and  settlements)  incurred by Indemnitee  that are subject to
indemnification  under this Agreement  (and not paid,  reimbursed or advanced by
others)  shall be paid or  reimbursed  by the  Company  in  advance of the final
disposition  of the  Proceeding  within 30 days  after the  Company  receives  a
written request by Indemnitee  accompanied by  substantiating  documentation  of
such expenses, a written affirmation by Indemnitee of his good faith belief that
he has met the  standard of conduct  necessary  for  indemnification  under this
Agreement,  and a written undertaking by or on behalf of Indemnitee to repay the
amount paid or  reimbursed if it is  ultimately  determined  that he has not met
those standards or that such  reasonable  expenses do not constitute a Loss. The
written undertaking  described above shall be an unlimited general obligation of
Indemnitee and shall not be secured. Such undertaking shall be without reference
to the financial ability of Indemnitee to make repayment.

     5. Right of Indemnitee to Indemnification Upon Application:  Procedure Upon
Application.  Upon the written request of Indemnitee to be indemnified  pursuant
to this Agreement  (other than pursuant to Section 4 hereof),  the Company shall
cause the Reviewing Party  (hereinafter  defined) to determine,  within 45 days,
whether or not the Indemnitee has met the relevant standards for indemnification
required by this Agreement. The termination of a Proceeding by judgment,  order,
settlement,  or conviction,  or on a plea of nolo contendere or its  equivalent,
shall  not of  itself  create a  presumption  that  Indemnitee  did not meet the
requirements for indemnification  required by this Agreement. If a determination
of  indemnification  is to be made by  Independent  Legal  Counsel  (hereinafter
defined), such Independent Legal Counsel shall render its written opinion to the
Company and  Indemnitee  as to what extent  Indemnitee  will be  permitted to be
indemnified.  The Company shall pay the  reasonable  fees of  Independent  Legal
Counsel and  indemnify and hold  harmless  such  Indemnitee  against any and all
expenses (including  attorneys' fees),  claims,  liabilities and damages arising
out of or relating to the  engagement  of  Independent  Legal  Counsel  pursuant
hereto and the written opinion of such Independent Legal Counsel.

     6 Definitions.  The terms defined in this Section 6 shall,  for purposes of
this Agreement have the indicated meanings:

          (a) "Loss"  shall  mean any and all  judgments,  penalties  (including
     excise and similar  taxes),  fines,  settlements,  and  reasonable  expense
     (including   attorneys'  fees)  actually  incurred  by  Indemnitee,   after
     realization of or giving effect to all insurance, bonding,  indemnification
     and other payments or recoveries actually received by or for the benefit of
     Indemnitee, directly or indirectly.



                                       -3-


<PAGE>


          (b)  "Reviewing  Party"  means,  if a Change in  Control  (hereinafter
     defined)  has not occurred (or if a Change in Control has occurred and such
     Change in Control has been approved by a majority of the Board of Directors
     of the Company who were directors of the Company  immediately prior to such
     Change in Control),  (i) a majority of a quorum of directors of the Company
     who at the time of  voting  upon a  determination  of  indemnification  are
     neither  officers or employees  of the Company or members of the  immediate
     family of an officer or employee of the Company ("Interested  Parties") nor
     parties  to that  particular  Proceeding  to which  Indemnitee  is  seeking
     indemnification;  or (ii) Independent  Legal Counsel selected by a majority
     of a quorum of  directors  who at the time of  selecting  such  Independent
     Legal Counsel are neither Interested Parties nor parties to that particular
     Proceeding  to which  Indemnitee is seeking  indemnification,  or if such a
     quorum  cannot be obtained,  by a majority vote of a committee of the Board
     of Directors of the Company  designated  to select such  Independent  Legal
     Counsel by a majority  vote of all  directors  of the  Company,  consisting
     solely  of two or more  directors  who at the  time of such  selection  are
     neither  Interested  Parties nor parties in that  particular  Proceeding to
     which Indemnitee is seeking indemnification,  or if such a quorum cannot be
     obtained and such a committee cannot be established,  by a majority vote of
     all  directors  of the  Company.  "Reviewing  Party"  means if a Change  in
     Control has occurred,  Independent Legal Counsel selected in the manner set
     forth in (ii) above.

          (c) "Change in  Control"  shall mean an event which shall be deemed to
     have occurred if: (i) a merger or consolidation of the Company with or into
     another  corporation occurs in which the Company shall not be the surviving
     corporation  (for  purposes of this  definition,  the Company  shall not be
     deemed the surviving  corporation in any such transaction if; as the result
     thereof, it becomes a wholly-owned subsidiary of another corporation); (ii)
     a  dissolution  of  the  Company  occurs;   (iii)  a  transfer  of  all  or
     substantially  all of the  assets or shares of stock of the  Company in one
     transaction  or a  series  of  related  transactions  to one or more  other
     persons or entities occurs;  (iv) if any "person" or "group" as those terms
     are used in  Sections  13(d) and 14(d) of the  Securities  Exchange  Act of
     1934, as amended (the "Exchange Act"), other than Excluded Persons, becomes
     the  "beneficial  owner" (as  defined in Rule 13d-3 of the  Exchange  Act),
     directly or indirectly,  of securities of the Company  representing  50% or
     more  of the  combined  voting  power  of the  Company's  then  outstanding
     securities; or (v) during any period of two consecutive years commencing on
     or after  January 1, 1998,  individuals  who at the beginning of the period
     constituted  the  Board  cease  for any  reason  to  constitute  at least a
     majority,  unless the  election of each  director who was not a director at
     the  beginning  of the period  has been  approved  in advance by  directors
     representing at least  two-thirds (2/3) of the directors then in office who
     were directors at the beginning of the period.  The term "Excluded Persons"
     means each of Jim W. Clark,  F. E.  Mowery,  D. M.  Moore,  Jr. and Mark S.
     Adler, and any person,  entity,  or group under the control of any of them,
     or a  trustee  or other  fiduciary  holding  securities  under an  employee
     benefit plan of the Company.

          (d)  "Independent  Legal Counsel" shall mean an attorney,  selected in
     accordance  with the provisions of Section 6(b) hereof;  who shall not have
     otherwise performed services for Indemnitee,  the Company,  any person that
     controls the Company or any of the  directors  of the Company,  within five
     years preceding the time of such selection (other




                                       -4-


<PAGE>


     than in  connection  with seeking  indemnification  under this  Agreement).
     Independent Legal Counsel shall not be any person who, under the applicable
     standards of professional conduct then prevailing, would have a conflict of
     interest in representing  either the Company or Indemnitee in an action to
     determine  Indemnitee's rights under this Agreement,  nor shall Independent
     Legal Counsel be any person who has been sanctioned or censured for ethical
     violations of applicable standards of professional conduct.

     7. Enforceability.  The right to indemnification or advances as provided by
this  Agreement  shall be  enforceable  by  Indemnitee in any court of competent
jurisdiction.  The burden of proof that indemnification is not appropriate shall
be on the Company.  Neither the failure of the Company  (including  its Board of
Directors or Independent  Legal Counsel) to have made a  determination  prior to
the  commencement  of  such  action  that   indemnification  is  proper  in  the
circumstances because Indemnitee has met the applicable standard of conduct, nor
an actual  determination  by the Company  (including  its Board of  Directors or
Independent  Legal  Counsel)  that  Indemnitee  has not met  such an  applicable
standard  of conduct,  shall be a defense to the action or create a  presumption
that Indemnitee has not met the applicable standard of conduct.

     8. Partial  Indemnity:  Expenses.  If the  Indemnitee is entitled under any
provision  of this  Agreement  to  indemnification  by the Company for some or a
portion of the expenses,  judgments, fines, and penalties, but not for the total
amount thereof;  the Company shall indemnify  Indemnitee for the portion thereof
to which  Indemnitee is entitled.  Notwithstanding  any other  provision of this
Agreement,  to the extent that  Indemnitee has been  successful on the merits or
otherwise in defense of any or all  Proceedings  relating in whole or in part to
an event  subject  to  indemnification  hereunder  or in defense of any issue or
matter therein,  including  dismissal  without  prejudice,  Indemnitee  shall be
indemnified  against  expenses  incurred  for any Loss in  connection  with such
Proceeding, issue or matter, as the case maybe.

     9. Repayment of Expenses.  Indemnitee  shall  reimburse the Company for all
reasonable  expenses  paid by the Company in defending  any  Proceeding  against
Indemnitee  in the  event  and only to the  extent  that it shall be  ultimately
determined  that Indemnitee is not entitled to be indemnified by the Company for
such expenses under the provisions of this Agreement.

     10.  Consideration.  The Company expressly  confirms and agrees that it has
entered into this Agreement and assumed the  obligations  imposed on the Company
hereby in order to induce  Indemnitee to consent to serve,  to serve,  and/or to
continue serving as a director, and acknowledges that Indemnitee is relying upon
this Agreement in consenting to serve and serving in such capacity.

     11.  Indemnification  Hereunder  Not  Exclusive.  The  indemnification  and
advancement of expenses provided by this Agreement shall not be deemed exclusive
of any  other  rights  to which  Indemnitee  may be  entitled  under  any  other
agreement, vote of shareholders, as a matter of law, or otherwise.



                                       -5-


<PAGE>


     12.  Subrogation.  If a payment is made under this  Agreement,  the Company
shall  be  subrogated  to the  extent  of such  payment  to all of the  right of
recovery of such  Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights.

     13.  Severability.  Each of the  provisions of this Agreement is a separate
and distinct  agreement and independent of the others,  so that if any provision
thereof  shall  be held to be  invalid  or  unenforceable  for any  reason  such
invalidity or  unenforceability  shall not affect the validity or enforceability
of the other provisions hereto.

     14. Notice. Any notice,  consent,  or other communication to be given under
this  Agreement by any party to any other party shall be in writing and shall be
either (a)  personally  delivered,  (b) mailed by registered or certified  mail,
postage  prepaid  with return  receipt  requested,  (c)  delivered  by overnight
express delivery service or same-day local courier service,  or (d) delivered by
telex or facsimile  transmission  to the address set forth beneath the signature
of the  parties  below,  or at such other  address as may be  designated  by the
parties from time to time in  accordance  with this Section.  Notices  delivered
personally,  by overnight express delivery service,  or by local courier service
shall be deemed given as of actual receipt. Mailed notices shall be deemed given
three  business  days after  mailing.  Notices  delivered  by telex or facsimile
transmission  shall be deemed upon  receipt by the sender of the answer back (in
the case of a telex) or  transmission  confirmation  (in the case of a facsimile
transmission).

     15. Governing Law: Binding Effect: Amendment and Termination:Reimbursement.

          (a) This  Agreement  shall be  interpreted  and enforced in accordance
     with the  laws of the  State  of  Texas,  without  giving  effect  to Texas
     principles of conflicts of laws.

          (b) This  Agreement  shall be  binding  upon  Indemnitee  and upon the
     Company,  its  successors,  and assigns,  and shall inure to the benefit of
     Indemnitee, his heirs, executors, administrators,  personal representation,
     and assigns and to the benefit of the Company, its successors, and assigns.

          (c) No amendment,  modification,  termination, or cancellation of this
     Agreement  shall be  effective  unless in  writing  signed by both  parties
     hereto.

          (d) If Indemnitee is required to bring any action to enforce rights or
     to collect  moneys  due under  this  Agreement  and is  successful  in such
     action,  the Company shall  reimburse  Indemnitee  for all of  Indemnitee's
     reasonable fees and expenses in bringing and pursuing such action.







                                       -6-


<PAGE>


          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.





RUSHMORE FINANCIAL GROUP, INC.


By:
    -------------------------------
Name:
Its:

Address of Rushmore Financial Group, Inc.

l3355 Noel Rd  Ste 650
Dallas, TX 75240

Facsimile:   972-450-6001


                                               /s/ D.M. Rusty Moore, Jr.
                                                   -----------------------------
                                               D.M. Rusty Moore, Jr. INDEMNITEE:

                                               Address of Indemnitee:

                                               16231 Amberwood

                                               Dallas, TX 75248



                                               Facsimile:  972-450-6001



                                               --------------------------------








                                       -7-



<PAGE>



                                                                      EXHIBIT 21




                         RUSHMORE FINANCIAL GROUP, INC.
                         SUBSIDIARIES OF THE REGISTRANT

Name of Subsidiary                           State of Organization
- ------------------                           ---------------------


Rushmore Securities Corporation              Texas
Rushmore Investment Advisors, Inc.           Texas
Rushmore Life Insurance Company              Arizona



- ------------------


     All  subsidiaries  are wholly  owned and  conduct  business  in their legal
names.

     Rushmore Insurance  Services,  Inc. is owned 100% by D.M. Moore, Jr. and is
treated as an affiliate of the Registrant. See "Business--Insurance Services."



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