Exhibit 10.2


                          BOARD COMPENSATION AGREEMENT


                                 BY AND BETWEEN


                              BFA LIQUIDATION TRUST


                                       AND


                                 [BOARD MEMBER]
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                          BOARD COMPENSATION AGREEMENT

     This BOARD COMPENSATION AGREEMENT ("Agreement") is made and entered into by
and between BFA  Liquidation  Trust (the "Trust") and [Board Member] (the "Board
Member"), as of the "Effective Date" as defined in the Joint Liquidating Plan of
Reorganization (the "Plan"), which was confirmed by the United States Bankruptcy
Court for the District of Arizona (the "Bankruptcy Court") on December 22, 2000.

                                    RECITALS

     A. On November 9, 1999,  Baptist  Foundation  of Arizona and certain of its
subsidiaries and affiliates (the "Debtors") filed voluntary petitions for relief
under Chapter 11 of Title 11 of the United States Code (the  "Bankruptcy  Code")
in the  Bankruptcy  Court.  The Chapter 11 cases are being jointly  administered
under Case No. 99-13275-PHX-GBN (the "Chapter 11 Cases").

     B. On September 25, 2000, the Debtors and the standing committees filed the
Plan with the Bankruptcy  Court. The Plan provides for the creation of the Trust
which will (i) receive from the Debtors and  Non-Debtor  Affiliates all of their
respective Assets transferred  pursuant to the Plan, (ii) hold the Assets of the
Debtors and Non-Debtor Affiliates (except as may otherwise be provided under the
Plan) in trust for the benefit of all Beneficiaries and (iii) oversee and direct
the liquidation of the Trust Assets held by it and by the Platform  Subsidiaries
for the benefit of the Beneficiaries  pursuant to the terms of the Plan and that
certain Liquidating Trust Agreement,  dated as of the Effective Date (the "Trust
Agreement") by and among the Debtors, the Non-Debtor Affiliates,  the members of
the  Liquidating  Trust  Board and the  Liquidating  Trustee.  Unless  otherwise
expressly defined herein, all capitalized terms shall have the meanings ascribed
thereto in the Trust Agreement.

     C. The  primary  purpose  of the Trust is to (i)  oversee  and  direct  the
liquidation  of the  Trust  Assets  for  the  benefit  of the  Beneficiaries  in
accordance with Treasury  Regulation  Section  301.7701-4(d) and (ii) distribute
any proceeds of the Trust Assets received by the Trust to the Beneficiaries.

     D. The  Bankruptcy  Court has approved the retention of  ____________  as a
member of the  Liquidating  Trust Board for the Trust,  and this  Agreement sets
forth the  compensation  payable to  _____________  in  [his/her]  capacity as a
member  of  the   Liquidating   Trust  Board  of  the  Trust  and   memorializes
______________'s acceptance to serve as a Board Member.
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                                    ARTICLE I
                                 DUTIES AND TERM

     1.1  DUTIES.  The Board  Member  will be  subject  in all  respects  to the
provisions  of the Trust  Agreement.  The Board  Member will have the duties set
forth in the Trust Agreement.

     1.2 TERM. The Board Member shall serve as a member of the Liquidating Trust
Board from the Effective Date until removed (by death, resignation or otherwise)
pursuant to the Trust Agreement.

                                   ARTICLE II
                             COMPENSATION; INSURANCE

     2.1 COMPENSATION. The Board Member shall be compensated as follows:

          (i) for each calendar  month during which the Board Member serves as a
     member of the  Liquidating  Trust  Board,  the Board  Member  shall be paid
     $1,000 (the "Monthly Compensation");

          (ii) in addition to the Monthly  Compensation  to be paid  pursuant to
     Section 2.1(i),  for each meeting of the Liquidating  Trust Board which the
     Board Member  attends  (either in person or by telephone  conference),  the
     Board  Member  shall be paid  $2,000  (the  "Additional  Compensation"  and
     together with the Monthly Compensation, the "Compensation"). The Additional
     Compensation shall not exceed $24,000 for any twelve month period;

          [(iii) in  addition  to the Monthly  Compensation  and the  Additional
     Compensation  to  be  paid  pursuant  to  Sections  2.1(i)  and  (ii),  the
     Independent Board Member shall be paid $1,250 (the "Committee Compensation"
     and together with the Monthly Compensation and the Additional Compensation,
     the  "Compensation")  for each calendar month during which the  Independent
     Board Member  serves as the Chair of the Audit  Committee and the Valuation
     Committee;  and [THIS  PROVISION  ONLY  APPLIES  TO THE  INDEPENDENT  BOARD
     MEMBER]

          (iv) the Board Member shall be paid [his/her] Monthly  Compensation by
     the Trust within five (5) days after the end of each calendar  month during
     which the Board Member  serves as a member of the  Liquidating  Trust Board
     and shall be paid [his/her] Additional Compensation, if any, [AND COMMITTEE
     COMPENSATION,  IF ANY,] within five (5) days after the  adjournment of each
     meeting of the Liquidating Trust Board.

     2.2 REIMBURSABLE EXPENSES. All reasonable out of pocket expenses, including
travel expenses, incurred by the Board Member will be reimbursable as an expense
of the Trust (the "Reimbursable Expenses").

     2.3 INSURANCE. The Trust shall provide coverage to the Board Member under a
liability  insurance  policy, in form and substance  substantially  similar to a
directors'  and officers'  liability  insurance  policy,  which shall insure the
Board Member for any action or omission of the Board  Member in the  performance
of [his/her] duties hereunder, except any action or omission which is the result
of willful misconduct on the part of the Board Member.

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                                   ARTICLE III
                          COMPENSATION UPON TERMINATION

     If the Board Member's  duties  hereunder and under the Trust  Agreement are
terminated (by death, resignation,  removal or otherwise) in accordance with the
Trust  Agreement,  in  addition  to any other  rights or  benefits  specifically
provided for herein, the Trust shall be obligated to provide compensation to the
Board Member, as follows:

     3.1  ACCRUED  COMPENSATION.  The  Trust  shall  pay the  Board  Member  (or
[his/her] estate or  beneficiaries)  any Compensation  which has accrued but not
been paid as of the termination date (the "ACCRUED COMPENSATION").

     3.2 ACCRUED  REIMBURSABLE  EXPENSES.  The Trust shall  reimburse  the Board
Member (or [his/her] estate or beneficiaries) for expenses incurred by [him/her]
prior to the date of termination which are subject to reimbursement  pursuant to
this Agreement (the "ACCRUED REIMBURSABLE EXPENSES").

                                   ARTICLE IV
                              RESTRICTIVE COVENANTS

     4.1 CONFIDENTIALITY.

          (a) The  Board  Member  covenants  and  agrees  to  hold in  strictest
confidence,  and not disclose to any person without the express  written consent
of the Trust, any and all of the Trust's Proprietary Information, except as such
disclosure  may be required in  connection  with the  performance  of  [his/her]
duties  hereunder  and under the Trust  Agreement  and as required by law.  This
covenant and agreement  shall survive this  Agreement and continue to be binding
upon the Board Member after the  expiration or  termination  of this  Agreement,
whether by passage of time or otherwise,  so long as such  information  and data
shall remain Proprietary Information.

          (b) Upon  termination  of this  Agreement  for any  reason,  the Board
Member shall  immediately turn over to the Trust any "Proprietary  Information,"
as defined in  subparagraph  (c) below.  The Board Member shall have no right to
retain any copies of any material qualifying as Proprietary  Information for any
reason  whatsoever  after  termination  (by  death,   resignation,   removal  or
otherwise)  of the Board  Member,  without  the express  written  consent of the
Trust.

          (c) For purposes of this Agreement,  "PROPRIETARY  INFORMATION"  means
and includes the  following:  the identity of the parties which have  transacted
business with the Trust or its affiliates;  any written, typed or printed lists,
or other materials  identifying the parties which have transacted  business with
the Trust or its  affiliates;  any financial or other  information  supplied the
parties which have conducted business with the Trust or its affiliates;  any and
all data or information involving the Trust, its affiliates,  programs, methods,
or  contacts  employed  by the Trust or its  affiliates;  any lists,  documents,
manuals,  records, forms, or other material used by the Trust or its affiliates;
and any other secret or confidential  information  concerning the Trust's or its
affiliates' affairs. The terms "list," "document" or other equivalents,  as used
in this paragraph, are not limited to a physical writing or compilation but also
include any and all information  whatsoever  regarding the subject matter of the

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"list" or  "document,"  whether  or not such  compilation  has been  reduced  to
writing.  "Proprietary Information" shall not include any information which: (i)
is or becomes publicly  available through no act or failure of the Board Member;
(ii) was or is  rightfully  learned by the Board Member from a source other than
the Trust before being received from the Trust;  or (iii) becomes  independently
available to the Board Member as a matter of right from a third party. If only a
portion of the Proprietary  Information is or becomes publicly  available,  then
only that portion shall not be Proprietary Information hereunder.

     4.2 REMEDIES.  The Board Member acknowledges that the remedy at law for any
breach or threatened breach of Section 4.1 will be inadequate and,  accordingly,
that the Trust shall,  in addition to all other  available  remedies  (including
without  limitation,  seeking  such  damages as it can show it has  sustained by
reason  of  such  breach),   be  entitled  to  injunctive   relief  or  specific
performance.

                                    ARTICLE V
                                  MISCELLANEOUS

     5.1  DEFINITIONS.  Any  capitalized  terms used herein,  but not  otherwise
defined  herein  shall have the meanings  set forth in the Trust  Agreement.  In
addition, the following terms shall have the following meanings:

          (a) "ACCRUED COMPENSATION" - as defined in Section 3.1.

          (b) "ACCRUED REIMBURSABLE EXPENSES" - as defined in Section 3.2.

          (c) "ADDITIONAL COMPENSATION" - as defined in Section 2.1.

          (d) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

          (e) "COMPENSATION" - as defined in Section 2.1.

          (f) "MONTHLY COMPENSATION" - as defined in Section 2.1.

          (g) "PROPRIETY INFORMATION" - as defined in Section 4.1.

          (h) "REIMBURSABLE EXPENSES" - as defined in Section 2.2.

     5.2  INCORPORATION  OF TRUST  AGREEMENT.  The  Trust  Agreement  is  hereby
incorporated  into this  Agreement  and made a part  hereof  by this  reference;
PROVIDED,  HOWEVER,  that in the event of any conflict  between the terms of the
Trust  Agreement  and this  Agreement,  the  terms of the Trust  Agreement  will
control and govern.

     5.3 NO RECOURSE. Except as provided in the Plan and the Trust Agreement, no
recourse shall ever be had, directly or indirectly, against the Board Member, by
legal or equitable  proceedings,  or by virtue of any statute or otherwise,  nor
upon any promise, contract,  instrument,  undertaking,  obligation,  covenant or
agreement  whatsoever  executed by the Board  Member  under the Plan,  the Trust

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Agreement,  or by reason of the creation of any indebtedness by the Board Member
under the Plan or the Trust Agreement for any purpose  authorized by the Plan or
the Trust  Agreement,  it being  expressly  understood  and agreed that all such
liabilities,  covenants and agreements  shall be enforceable only against and be
satisfied  only out of the Trust  Assets or such part thereof as shall under the
terms of any such  agreement be liable  therefor or shall be evidence  only of a
right of payment out of the Trust Assets.

     5.4  INDEMNIFICATION.  From and after the  Effective  Date,  the Trust will
indemnify  and  hold  harmless  the  Board  Member  from  against  any  and  all
liabilities (fixed or contingent),  obligations, losses, claims, actions, suits,
costs,  damages,  expenses  (including legal fees and expenses),  disbursements,
amounts paid in settlement,  judgments,  fines of any kind and nature whatsoever
(each, an "Indemnity  Claim") which may at any time be made,  assessed,  imposed
on,  asserted  against or otherwise  incurred by the Board Member in  connection
with,  relating  to, or arising out of,  this  Agreement  or the Board  Member's
actions or  omissions  while acting  within the scope of [his/her]  duties under
this  Agreement,  EXCEPT FOR the Board  Member's acts or omissions  constituting
willful misconduct,  as finally determined by a court of competent jurisdiction.
In each instance where there is an Indemnity Claim or potential  Indemnity Claim
for which the Board  Member is or may be entitled to seek  indemnification,  the
Board Member must notify the Trust in writing of such Indemnity  Claim and shall
furnish to the Trust copies of all notices,  service of process,  pleadings  and
other pertinent written  communications  from the party asserting such Indemnity
Claim. The Trust will promptly  advance any legal fees and expenses  incurred by
the Board  Member and  reimburse  any  Indemnity  Claim.  If the Board  Member's
actions or omissions  are found to  constitute  willful  misconduct,  as finally
determined by a court of competent  jurisdiction,  any funds  transferred by the
Trust to the Board Member in connection  with the related  Indemnity Claim shall
be promptly reimbursed. The Board Member may in [his/her] sole discretion retain
[his/her] choice of legal counsel in connection with any Indemnity Claim.

     5.5 LIMITED  LIABILITY.  The Board  Member  shall not be liable for any act
[he/she]  may do or omit to do while acting in good faith and in the exercise of
its reasonable  judgment,  and the fact that such act or omission was advised by
an authorized  attorney for the Board Member or the Trust,  shall be evidence of
such good faith and reasonable judgment; nor shall the Board Member be liable in
any event,  except to the extent  determined  to be the result of [his/her]  own
gross negligence or willful fraud or willful misconduct.  The Board Member shall
not be personally  liable with respect to any  liabilities or obligations of the
Trust or any liabilities or obligations relating to the Trust Assets, including,
without  limitation,  those arising under the Trust Agreement or with respect to
the Trust or the Trust Assets.

     5.6 SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding upon any
successor to the Trust and shall inure to the benefit of and be  enforceable  by
the Board Member's personal or legal representatives,  beneficiaries, designees,
executors, administrators, heirs, distributees, devisees and legatees.

     5.7 MODIFICATION;  NO WAIVER. This Agreement may not be modified or amended
except by an  instrument  in writing  signed by the parties  hereto.  No term or
condition of this Agreement shall be deemed to have been waived, nor shall there
be any estoppel  against the  enforcement  of any  provision of this  Agreement,
except by written  instrument by the party charged with such waiver or estoppel.

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No such written waiver shall be deemed a continuing  waiver unless  specifically
stated therein,  and each such waiver shall operate only as to the specific term
or condition  waived and shall not constitute a waiver of such term or condition
for the future or as to any other term or condition.

     5.8  SEVERABILITY.  The  covenants  and  agreements  contained  herein  are
separate and severable and the invalidity or unenforceability of any one or more
of such covenants or agreements,  if not material to the arrangement that is the
basis for this Agreement, shall not affect the validity or enforceability of any
other covenant or agreement contained herein. If, in any judicial proceedings, a
court  shall  refuse  to  enforce  one or more of the  covenants  or  agreements
contained  herein because the duration thereof is too long, or the scope thereof
is too broad,  it is  expressly  agreed  between  the  parties  hereto that such
duration or scope shall be deemed reduced to the extent  necessary to permit the
enforcement of such covenants or agreements.

     5.9  NOTICES.  All notices and other  communications  required or permitted
hereunder  shall be in  writing  and shall be  delivered  personally  or sent by
registered or certified mail, return receipt requested, to the parties hereto at
the following addresses:

                              If to the Trust, to:

                              BFA Liquidation Trust
                              1313 East Osborn Road, Suite 250
                              Phoenix, AZ 85014
                              Attn: Liquidating Trustee

                              With a copy to:

                              BFA Liquidation Trust
                              1313 East Osborn Road, Suite 250
                              Phoenix, AZ 85014
                              Attn: Chairman of the Liquidating Trust Board

                              If to the Board Member, to [him/her] at:

                              ______________________
                              ______________________

     5.10  ASSIGNMENT.  This  Agreement  and any rights  hereunder  shall not be
assignable to either party without the prior written consent of the other party.

     5.11  ENTIRE   UNDERSTANDING.   This  Agreement   constitutes   the  entire
understanding  between  the  parties  hereto and no  agreement,  representation,
warranty or covenant has been made by either party except as expressly set forth
herein.

     5.12  BOARD  MEMBER'S  REPRESENTATIONS.  The Board  Member  represents  and
warrants  that  neither the  execution  and delivery of this  Agreement  nor the
performance of [his/her] duties  hereunder  violates the provisions of any other
agreement to which [he/she] is a party or by which [he/she] is bound.

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     5.13  SURVIVORSHIP.  Unless  specifically  stated to the  contrary  in this
Agreement,  the rights  and  obligations  of the Board  Member and the Trust set
forth herein shall continue  beyond the term of this Agreement,  including,  but
not by way of limitation,  the Trust's  obligations  under Sections 5.4 and 5.5,
and the Trust's rights under Article IV.

     5.14 GOVERNING LAW. This  Agreement  shall be construed in accordance  with
and governed for all purposes by the laws of the State of Arizona  applicable to
contracts executed and wholly performed within such state.

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

                                        BFA LIQUIDATION TRUST

                                        By: Clifton R. Jessup, Jr., not in his
                                            individual capacity, but solely as
                                            Liquidating Trustee

                                            /s/ Clifton R. Jessup, Jr.
                                            ------------------------------------


                                        BOARD MEMBER


                                        ----------------------------------------
                                        Name:

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