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                                                                    EXHIBIT 10.9

                                   AGREEMENT

         This agreement ("Agreement) dated as of May 5, 1995 is entered into by
and between Search Capital Group, Inc.  ("Search"), and Louis Dorfman, Trustee
("Trustee") of The SBM Trust ("Trust") not in his individual capacity but as
Trustee of The SBM Trust.

                                    RECITALS

         WHEREAS, the Trust is the owner of 1,312,127 shares of Search's common
stock, $0.01 par value per share (the "Shares"); and

         WHEREAS, Search determined that it is in its best interest to purchase
500,000 of the Shares, and to obtain a proxy and a right of first refusal on
the remainder of the Shares; and

         WHEREAS, following such determination, Search made corresponding
requests of the Trust; and

         WHEREAS, the Trust is willing to sell 500,000 of the Shares and to
grant a proxy and right of first refusal to Search on the remainder of the
Shares provided that Search agrees to give to the Trust the right to put such
remaining Shares to Search;

         NOW, THEREFORE, for the mutual promises recited herein and Ten Dollars
($10.00) and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged by the parties hereto, and with the intent to be
legally bound hereby, the parties hereto agree as follows:

1.       PURCHASE OF COMMON STOCK. Contemporaneously with the execution of this
         Agreement, Search shall purchase from the Trust Five Hundred Thousand
         (500,000) of the Shares. The purchase price shall be Two Dollars and
         Twenty-Five Cents ($2.25) per Share, or a total of One Million, One
         Hundred Twenty Five Thousand Dollars ($1,125,000.00). Such purchase
         price shall be paid in U.S. dollars in good funds and may be made
         either by Federal wire transfer or certified check.

2.       RIGHT OF FIRST REFUSAL. The Trust hereby grants to Search the priority
         right to purchase all or any portion of the remaining Shares owned by
         the Trust which may be from time to time offered for sale by the Trust
         upon the following terms:

         a.      The right of first refusal shall continue for two years.

         b.      The right of first refusal shall not apply in the case of an
                 open market sale of the Shares.

         c.      Upon receipt of an arms-length offer from an unrelated party
                 to purchase any or all of the Shares, the Trustee shall
                 promptly give Search notice of such offer (the "Notice").
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         d.      The Notice shall specify the name of the offeror, the number
                 of Shares to be purchased, the purchase price, and any other
                 relevant terms or conditions applicable to the proposed sale
                 to the offeror identified in the Notice.

         e.      If Search does not notify the Trustee by 6:00 p.m. the
                 following business day that Search will purchase the Shares
                 then being offered for sale on the terms and conditions stated
                 in the Notice, the Trust shall be free to sell the Shares to
                 the third-party.

         f.      If Search elects to purchase the Shares offered, Search shall
                 tender a certified check in the appropriate amount at a
                 closing to be held in Search's offices at 5:00 p.m. the
                 business day following its election to purchase. At closing
                 the Trustee shall tender, free or any liens or encumbrances,
                 duly endorsed stock certificates evidencing the number of
                 Shares specified in the Notice.

         g.      Should Search fail to timely tender the purchase price, Search
                 shall be deemed to have waived its right of first refusal.

         h.      The right of first refusal shall cease as to any portion of
                 the Shares sold by the Trust to a third party in conformity
                 with this Section 2.

3.       IRREVOCABLE PROXY. The Trust shall, upon closing of this Agreement,
         execute an irrevocable proxy in form and substance similar to that
         contained on Exhibit A hereof (the "Irrevocable Proxy"). Such
         irrevocable proxy shall be a proxy coupled with an interest binding
         all remaining Shares owned by the Trust. The Irrevocable Proxy shall
         terminate as to Shares retained by the Trust two years from the date
         of this Agreement. The Irrevocable Proxy shall terminate:

         a.      as to Shares sold on the open market, upon transfer to a
                 third party; and

         b.      as to Shares not sold on the open market, upon compliance by
                 the Trustee with the first refusal rights of Search under
                 Section 2.

4.       PUT OPTION. Search grants Trustee the right (the "Put Option") to
         cause Search to purchase from the Trustee all, but not less than all,
         of the Shares unsold (the "Remaining Shares") upon the following
         terms:

         a.      PURCHASE PRICE. The purchase price of the Remaining Shares
                 shall be Two Dollars and Twenty-Five Cents ($2.25) per share.

         b.      CLOSING. At closing the Remaining Shares shall be tendered
                 free and clear of any liens or encumbrances.  Upon such
                 tender, the purchase price shall be paid in U.S. dollars in
                 good funds by means of cashier's check or Federal wire
                 transfer.


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         c.      TIME FOR EXERCISE. The Trustee shall notify Search at least
                 thirty (30) days prior to the expiration of twenty four months
                 following the execution of this Agreement that Trustee intends
                 to exercise the Put Option. If so exercised, closing shall
                 take place within five (5) business days following the
                 expiration of such twenty four month period.

         d.      ANTI-DILUTION PROVISIONS. In the event that Search issues
                 additional shares of its common stock as a stock dividend or
                 as part of a stock split, or if Search reduces the number of
                 its issued and outstanding shares of common stock as a result
                 of a reverse stock split, the number of the remaining Shares
                 subject to the right of first refusal and the Put Option, and
                 the purchase prices herein specified shall all be
                 appropriately adjusted.

5.       CONTINUING OWNERSHIP INTEREST. Subject to the terms of this Agreement,
         the Trust shall be entitled to all rights of ownership of the Shares,
         including, without limitation, the right to receive cash or stock
         dividends.

6.       MISCELLANEOUS PROVISIONS.

         a.      PIGGY-BACK REGISTRATION. Should Search register its common
                 stock under the Securities Act of 1933, as amended, upon
                 request and without cost to the Trust, Search shall at the
                 same time register all Shares owned by the Trust.

         b.      PROFESSIONAL FEES. Search shall be responsible and pay for the
                 reasonable attorney's fees and accountant's fees incurred by
                 each party hereto in relation to the negotiation and
                 consummation of this Agreement. Each party hereto shall be
                 responsible for its own professional fees in relation to the
                 interpretation, enforcement or adjudication, if any, of this
                 Agreement.

         c.      REPRESENTATIONS AND WARRANTIES OF SEARCH. Search represents
                 and warrants that the execution, delivery and performance of
                 this Agreement has been duly authorized by all necessary
                 corporate action and that this Agreement is a valid and
                 binding obligation of Search enforceable according to its
                 terms.

         d.      REPRESENTATIONS AND WARRANTIES OF TRUSTEE. The Trustee
                 represents and warrants that he is currently serving as the
                 sole Trustee of The SBM Trust, that he has authority under the
                 Trust Agreement of The SBM Trust to enter into this Agreement,
                 and that this Agreement is a valid and binding obligation of
                 the Trust enforceable according to its terms.

         e.      INDEMNITY OF SEARCH. Search agrees to indemnify, save and hold
                 Trustee and the Trust harmless from and against costs,
                 expenses or disbursements (including attorneys' fees)
                 liabilities, obligations, losses, damages, penalties, actions,
                 judgments, or suits of any kind or nature whatsoever
                 (collectively, the "Losses") INSOFAR ONLY as the Losses relate
                 to a breach or alleged breach of a representation or warranty
                 of Search under Section 6.c. On any action for which indemnity
                 is provided under the foregoing sentence, Search agrees, if


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                 requested, to advance from time to time attorneys fees and
                 costs incurred by the Trustee or Trust.

         f.      INDEMNITY OF TRUST. The Trust agrees to indemnify, save and
                 hold Search harmless from and against costs, expenses or
                 disbursements (including attorneys' fees) liabilities,
                 obligations, losses, damages, penalties, actions, judgments,
                 or suits of any kind or nature whatsoever (collectively, the
                 "Losses) INSOFAR ONLY as the Losses relate to a breach or
                 alleged breach of a representation or warranty of Trustee
                 under Section 6.d. On any action for which indemnity is
                 provided under the foregoing sentence, the Trust agrees to
                 advance from time to time attorneys fees and costs incurred by
                 Search.

         g.      AMENDMENTS, ETC. This Agreement may be amended, terminated or
                 superseded only by an instrument signed by the party against
                 whom such amendment, termination or supersession is sought to
                 be enforced.

         h.      BINDING EFFECT. This Agreement shall be binding upon and inure
                 to the benefit of and be enforceable by the parties and their
                 respective heirs, legal representatives, successors, and
                 assigns.

         i.      ENTIRE AGREEMENT. This Agreement evidences the entire
                 agreement between the parties hereto with respect to the
                 subject matter hereof and supersedes any prior agreements or
                 undertakings with respect thereto.

         j.      FURTHER ASSURANCES. The parties hereto agree to cooperate with
                 each other and execute any and all documents and to do any and
                 all things necessary to effectuate this Agreement.

         k.      GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE
                 GOVERNED UNDER THE LAWS OF THE STATE OF TEXAS AND VENUE FOR
                 ANY MATTER BROUGHT BY ONE PARTY AGAINST THE OTHER CONCERNING
                 THIS AGREEMENT SHALL BE ANY COURT OF COMPETENT JURISDICTION IN
                 DALLAS COUNTY, TEXAS.

         l.      SEVERABILITY. If any part of this Agreement is found invalid
                 or unenforceable, that part will be amended to achieve as
                 nearly as possible the same economic effect as the original
                 provision and the remainder of this Agreement will remain in
                 full force.

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         m.      NOTICES. All notices, requests, demands, and other
                 communications provided for or permitted hereunder shall be in
                 writing and shall be sent by mail, telex, telecopier or hand
                 delivery as follows:

                 Search Capital Group, Inc.     With a copy to (not constituting
                 700 N. Pearl Street            notice):
                 Suite 400, L.B. 401          
                 Dallas, Texas 75201-2809       Search Capital Group, Inc.
                 Attn: President                700 N. Pearl Street
                 214 965 6000                   Suite 400, L.B. 401
                 214 965 6098 (fax)             Dallas, Texas 75201-2809
                                                Attn: General Counsel
                                                214 965 6000
                                                214 965 6098 (fax)
                                              
                 Louis Dorfman, Trustee       
                 The SBM Trust                
                 13101 Preston Road           
                 Suite 409                    
                 Dallas, Texas 75240          
                 214 661 1869                 
                 214 661 1871 (fax)           

         IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date first written above.
                                        
                                        SEARCH CAPITAL GROUP, INC.

                                        By: /s/ ILLEGIBLE
                                            ------------------------------------
                                        Its: President and CEO
                                             -----------------------------------

                                        /s/ LOUIS DORFMAN
                                        ----------------------------------------
                                        Louis Dorfman, not individually, but
                                        as Trustee of The SBM Trust


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                                  EXHIBIT "A"

                               IRREVOCABLE PROXY

         The undersigned, in his capacity as Trustee of The SBM Trust and not
in his individual capacity (the "Trustee), hereby appoints A. Brean Murray (or
such other individual as may be designated the Board of Directors of Search
Capital Group, Inc. from time to time) as his proxy and appoints him to
represent and vote as he sees fit all, of the shares of common stock ("Shares")
of Search Capital Group, Inc. ("Search"), as from time to time held in The SBM
Trust. This irrevocable proxy, pursuant to the provisions of that certain
agreement between Trustee and Search of even date herewith, is coupled with an
interest in the Shares and shall continue until terminated pursuant to such
agreement.

         Dated:     May 5, 1995


                              --------------------------------------------------
                              Louis Dorfman, not individually, but as Trustee of
                              The SBM Trust

         Subscribed and Sworn to before me on _______________________, 199__.

                                        
                                        ----------------------------------------
                                        Notary Public in and for
(SEAL)                                  The State of Texas

                                        My commission expires:
                                                               -----------------
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                            SECRETARY'S CERTIFICATE

         I, Joe B. Dorman, Secretary of Search Capital Group, Inc. ("Search")
do hereby certify that the following resolution was adopted and approved by the
Board of Directors of Search on the 5th day of May 1995.

         WHEREAS, Search has determined that it is in the best interest of
Search to purchase Five Hundred Thousand (500,000) shares of Search's $.0l par
value common stock from the SBM Trust, and

         WHEREAS, the agreement between the SBM Trust and Search requires
approval of Search's Board of Directors prior to the execution of such
agreement.

         NOW, THEREFORE, BE IT RESOLVED, that the Agreement between Search and
The SBM Trust is hereby approved, and once executed by George C. Evans, will
constitute a valid and binding agreement upon Search.

         FURTHER RESOLVED, that George C. Evans is authorized and empowered to
execute the aforementioned agreement in a form that is substantially similar to
the Agreement considered this day by the Board of Directors and hereby placed
in the Minutes of Search.

         WHEREAS, Search has requested that Sam Myers resign from the Board of
Directors, and resign as an officer of Search and its subsidiaries, and Search
and Myers have entered into an agreement WITH respect to his resignation, and

         WHEREAS, the agreement between Sam B. Myers, Jr. and Search requires
approval of Search's Board of Directors prior to the execution of such
agreement.

         NOW, THEREFORE, BE IT RESOLVED, that the Agreement between Search and
Sam B. Myers, Jr. is hereby approved, and once executed by George C. Evans,
will constitute a valid and binding agreement upon Search.

         FURTHER RESOLVED, that George C. Evans is authorized and empowered to
execute the aforementioned agreement in a form that is substantially similar to
the Agreement considered this day by the Board of Directors and hereby placed
in the Minutes of Search.

                                        /s/
                                        ----------------------------------------
                                        Joe B. Dorman, Secretary
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                               IRREVOCABLE PROXY

         The undersigned, in his capacity as Trustee of The SBM Trust and not
in his individual capacity (the "Trustee), hereby appoints A. Brean Murray (or
such other individual as may be designated the Board of Directors of Search
Capital Group, Inc. from time to time) as his proxy and appoints him to
represent and vote as he sees fit all, of the shares of common stock ("Shares")
of Search Capital Group, Inc. ("Search"), as from time to time held in The SBM
Trust. This irrevocable proxy, pursuant to the provisions of that certain
agreement between Trustee and Search of even date herewith, is coupled with an
interest in the Shares and shall continue until terminated pursuant to such
agreement.

         Dated:      May 5, 1995

                              /s/ LOUIS DORFMAN
                              --------------------------------------------------
                              Louis Dorfman, not individually, but as Trustee of
                              The SBM Trust

         Subscribed and Sworn to before me on May 5th, 1995.

                                        /s/ CAROLYN J. MALONE
                                        ----------------------------------------
                                        Notary Public in and for
(SEAL)                                  The State of Texas

                                        My commission expires: 11/26/96
                                                               -----------------
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                            SECRETARY'S CERTIFICATE

         I, Joe B. Dorman, Secretary of Search Capital Group, Inc. ("Search")
do hereby certify that the following resolution was adopted and approved by the
Board of Directors of Search on the 5th day of May 1995.

         WHEREAS, Search has determined that it is in the best interest of
Search to purchase Five Hundred Thousand (500,000) shares of Search's $.0l par
value common stock from the SBM Trust, and

         WHEREAS, the agreement between the SBM Trust and Search requires
approval of Search's Board of Directors prior to the execution of such
agreement.

         NOW, THEREFORE, BE IT RESOLVED, that the Agreement between Search and
The SBM Trust is hereby approved, and once executed by George C. Evans, will
constitute a valid and binding agreement upon Search.

         FURTHER RESOLVED, that George C. Evans is authorized and empowered to
execute the aforementioned agreement in a form that is substantially similar to
the Agreement considered this day by the Board of Directors and hereby placed
in the Minutes of Search.

         WHEREAS, Search has requested that Sam Myers resign from the Board of
Directors, and resign as an officer of Search and its subsidiaries, and Search
and Myers have entered into an agreement with respect to his resignation, and

         WHEREAS, the agreement between Sam B. Myers, Jr. and Search requires
approval of Search's Board of Directors prior to the execution of such
agreement.

         NOW, THEREFORE, BE IT RESOLVED, that the Agreement between Search and
Sam B. Myers, Jr. is hereby approved, and once executed by George C. Evans,
will constitute a valid and binding agreement upon Search.

         FURTHER RESOLVED, that George C. Evans is authorized and empowered to
execute the aforementioned agreement in a form that is substantially similar to
the Agreement considered this day by the Board of Directors and hereby placed
in the Minutes of Search.

                                        /s/
                                        ----------------------------------------
                                        Joe B. Dorman, Secretary