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                                                                    EXHIBIT 10.5

                                  AMENDMENT TO
                           SEARCH CAPITAL GROUP, INC.
                   EMPLOYEE STOCK OWNERSHIP PLAN (THE "PLAN")

Effective January 1, 1989, the Plan shall be amended as follows:

1.       Section 1.15 shall be amended to read as follows:

                 Effective Date. January 1, 1989.

2.       Section 1.31 of the Plan shall be amended to read as follows:

                 Plan. This Search Capital Group, Inc. Employee Stock Ownership
         Plan (As Amended and Restated Effective January 1, 1989).

3.       Section 15.01(f) of the Plan shall be amended to read as follows:

                 (f)      "Employer Security" means common stock issued by the
         Employer (or by a corporation which is a member of the same controlled
         group) which is readily tradable on an established securities market.
         If there is no common stock which is readily tradable on an
         established securities market, the term "Employer Securities" means
         common stock issued by the Employer (or by a corporation which is a
         member of the same controlled group) having a combination of voting
         power and dividend rights equal to or in excess of -

                          (a)     that class of common stock of the Employer
                 (or of any controlled group member) having the greatest voting
                 power, and

                          (b)     that class of common stock of the Employer
                 (or of any controlled group member) having the greatest
                 dividend rights.

                 Noncallable preferred stock shall also be treated as Employer
         Securities if such stock is convertible at any time into stock which
         meets the above requirements and if such conversion is at a conversion
         price which (as of the date of the acquisition by the Plan) is
         reasonable. For purposes of the preceding sentence, preferred stock
         shall be treated as noncallable if after the call there will be a
         reasonable opportunity for a conversion which meets the requirements
         of the preceding sentence.

4.       Section, 15.05 of the Plan shall be amended to read as follows:

                 15.05     Payment of Purchase Price. If the Employer (or the
         Trustee) exercises an option to purchase a Participant's Employer
         Securities pursuant to an offer given under Section 15.04, the
         purchaser(s) shall make payment in lump sum or, if the Employer
         Securities were distributed in a total distribution (defined below),
         in substantially equal installments over a period not exceeding five
         (5) years. The purchaser(s) shall evidence the obligation to pay the
         balance, if any,
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         of the purchase price by executing a promissory note, delivered to the
         selling Participant at the Closing. The note delivered at Closing
         shall bear interest at one percent (1%) above the prime interest rate
         of a bank, selected by the Plan Administrator, in effect at the
         Closing Date and in effect on each subsequent principal payment date.
         The note shall provide for equal annual installments with interest
         payable with each installment, the first installment being due and
         payable one (1) year after the Closing Date.  The note further shall
         provide for acceleration in the event of thirty (30) days' default of
         the payment of interest or principal and in whole or in part at any
         time or times without penalty; provided, however, the purchaser(s)
         shall not have the right to make any prepayment during the calendar
         year or fiscal year of the Participant (Beneficiary) in which the
         Closing Date occurs. In the event of a total distribution, the
         Employer must provide adequate security when the put option is paid
         over time. For purposes of this Section 15.05 "total distribution"
         shall mean a distribution within one taxable year to the recipient of
         the balance to the credit of the recipient's Account).


                                              /s/ CAROLYN J. MALONE
                                              ----------------------------------
                                        Name: /s/ CAROLYN J. MALONE
                                              ----------------------------------

                                        Title
                                        of Officer: Vice President
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