EXHIBIT 10f
                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT  AGREEMENT (the  "Agreement" is entered into as of July 1, 1996,
by and between COLONIAL TRUST COMPANY, an Arizona corporation with its principal
place of business in Phoenix,  Arizona (the "Company"),  and JOHN K. JOHNSON,  a
resident of the State of Arizona ("Johnson").

                                    RECITALS

         A. Johnson is the President and Chief Executive Officer of the Company.

         B. Johnson is currently an at-will employee of the Company.

         C. The Company is engaged in the following businesses:  (i) the Company
serves as trustee and paying  agent on bond  financings  for  churches and other
non-profit  organizations located throughout the United States; (ii) the Company
serves as trustee of self-directed  individual  retirement  accounts for certain
bondholders  or employees of non-profit  organizations  located  throughout  the
United  States;  and (iii) the  Company  serves as trustee  or agent,  providing
investment  management,  administration  and  custodial  services  for  trust or
investment agency accounts, most of which accounts are located in Arizona.

         D. The Company and Johnson  desire to continue  Johnson's  relationship
with the Company and to memorialize  the terms of Johnson's  employment with the
Company.
                                    AGREEMENT

         1.  EMPLOYMENT.  The Company  hereby  continues  to employ  Johnson and
Johnson hereby accepts such  employment  upon the terms and conditions set forth
herein. Johnson shall continue to reside in Phoenix, Arizona.

         2. DUTIES OF  EMPLOYMENT.  Johnson shall continue to serve as President
and Chief Executive  Officer of the Company.  In such capacities,  Johnson shall
continue to perform such duties and services,  consistent with Johnson's role as
the Company's senior executive officer,  as the Board of Directors may assign or
delegate to him from time to time.  Johnson also currently  serves as a director
of the Company;  during the term of this  Agreement,  the Company shall nominate
Johnson for  election as a director  and shall use its best efforts to cause the
shareholders of the Company to re-elect Johnson as a director of the Company for
so long as Johnson  remains  President  and Chief  Executive  Officer under this
Agreement.  In the event that Johnson voluntarily terminates his employment with
the  Company or the Company  terminates  Johnson's  employment  with the Company
pursuant  to  Section  5 of  this  Agreement,  then  Johnson  agrees  to  resign
immediately as a director of the Company.
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Throughout the term of this  Agreement,  Johnson shall devote his entire working
time, energy,  skill and best efforts to the performance of his duties hereunder
in a manner which will faithfully and diligently  further the business interests
of the Company.  Notwithstanding  the  foregoing,  Johnson shall be permitted to
serve  as a  director  of  additional  organizations  and  participate  in other
activities for other groups upon the prior approval of the Board of Directors.

         3.  Term.  This  Agreement  shall  commence  on July 1,  1996 and shall
continue in effect until June 30, 1999.  The Agreement  shall  automatically  be
extended for one year terms  commencing as of July 1, 1999 and thereafter at the
end of each  successive  year  commencing on July 1 unless either the Company or
Johnson  notifies  the other party in the manner  provided  herein of his or its
intention  not to renew the  Agreement at least sixty (60) days prior to the end
of the then-current term.

         4.  COMPENSATION  AND  BENEFITS.  Johnson  will  receive the  following
compensation for his services during his term of employment hereunder:

                  (a) Salary. Johnson shall receive a base salary of $80,000 per
year,  payable in accordance with the standard  payroll policies of the Company.
Additionally, Johnson shall receive an annual performance and salary review from
the Board of Directors.

                  (b)  BONUSES.  Johnson  shall be entitled to receive an annual
bonus each  fiscal  year in which the Company  generates  net income  (after the
payment of income taxes),  calculated  according to the following  formula:  (y)
after-tax  net income per share of Common  Stock,  multiplied by (z) a number of
shares equal to ten percent (10%) of the Company's  total issued and outstanding
Common Stock at March31,  1997.  Shares of Common Stock which are issuable  upon
the exercise of issued and  outstanding  (but  unexercised)  stock options as of
March 31,  1997 shall be excluded  for  purposes of  calculating  the  Company's
issued and  outstanding  Common Stock in the foregoing  formula.  Such bonus, if
any,  shall be paid one hundred (100) days from the end of the Company's  fiscal
year.  The Company and Johnson  shall use their best efforts to cause such bonus
to be treated as an expense of the Company  during the fiscal year in which such
bonus is earned, not the year in which such bonus is paid.

As an example of the above formula,  if the Company earns $01 per share during a
particular  year in which this  Agreement  is in  effect,  and the  Company  has
8,000,000  shares of Common Stock issued and outstanding at March 31, 1997, then
Johnson's bonus would be $8,000: (y) $.01,  multiplied by (z) 800,000(10% of the
total number of issued and outstanding shares).

                  (c) STOCK  OPTIONS.  Concurrently  with the  execution of this
Agreement, the Company has granted to Johnson options to purchase 300,000 shares
of the Company's  Common Stock  pursuant to the Company's  Employee Stock Option
Plan at an exercise price of $25 per share.  Options to purchase  150,000 shares
shall vest  immediately.  Options to purchase the remaining 150,000 shares shall
vest in three equal  increments of 50,000 shares on July I, 1997, 1998 and 1999,

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<PAGE>

respectively;  the exercise  price for all such options  shall be $25 per share.
Notwithstanding  the  foregoing,  however,  all options which are subject to the
above  vesting  schedule  shall vest  immediately  in the event  that  Johnson's
employment  is  terminated  by the Company for any reason other than a breach by
Johnson of Section 5 hereof

                  (d) MEDICAL  INSURANCE.  The Company will provide coverage for
Johnson and his dependents under the Company's health insurance policy.

                  (e) LIFE  INSURANCE.  The Company will procure and maintain in
effect  a  $1,000,000  term  life  insurance  policy  insuring  Johnson's  life;
provided,  however,  if Johnson is not insurable at regular  rates,  the Company
will  purchase  a term  life  insurance  policy  only in such  amount as it rnay
purchase  by  paying a  premium  equal to the  amount  it would  have paid for a
$1,000,000  policy had Johnson been insurable at regular rates.  In the event of
Johnson's  death,  one-half of the face amount of the policy shall be payable to
the Company and the other half of the face amount of the policy shall be payable
to beneficiaries designated by Johnson.

                  (f) DISABILITY INSURANCE:  DISABILITY PAYMENTS BY COMPANY. The
Company is in the process of developing a policy concerning disability insurance
coverage for its senior executives.  The Company agrees to develop such a policy
within  twelve (12)  months of the date hereof When such a policy is  developed,
the Company  agrees that Johnson  will be provided the same level of  disability
coverage  as the  Company  provides  for  its  other  senior  executives.  Until
disability  insurance is provided for Johnson as  described  above,  the Company
agrees that if Johnson becomes unable to perform his duties under this Agreement
due to partial or total  disability.  the Company will continue to pay Johnson's
base  salary set forth in Section  4(a)  hereof at its  then-current  rate for a
period of twenty-six (26) weeks following such disability.

         5.  TERMINATION.  The Company may  terminate  this  Agreement  upon the
occurrence of any of the following:

                    (a) The death of Johnson; or

                    (b) Subject to Section  4(t) above,  Johnson's  inability to
perform his duties  under this  Agreement  for a period of more than ninety (90)
consecutive days due to total or partial disability; or

                    (c) If Johnson  fails to perform  his duties to the  Company
hereunder to the satisfaction of the Company's Board of Directors;  commits such
acts of dishonesty, theft or fraud as would prevent the effective performance of
his duties hereunder; breaches the terms of Section 6 or 7 of this Agreement; or
is convicted of a crime which would  prevent the effective  performance  of this
duties hereunder.

Any termination of Johnson's employment will be effective upon Johnson's receipt
of written notice of such  termination,  and such  termination  shall be without
prejudice  to any other  remedy to which the Company  may be entitled  either at
law, in equity or under this Agreement.

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<PAGE>

         6.  CONFIDENTIALITY,  All  information  furnished  to  Johnson  by  the
Company,  learned by Johnson  from the Company or developed by Johnson on behalf
of the  Company  or at the  Company's  direction  or for  the  Company's  use or
otherwise in  connection  with  Johnson's  employment  hereunder,  are and shall
remain the sole and  confidential  property of the Company;  provided,  however,
that the foregoing shall not apply to any such  information in the public domain
other  than by reason of a breach of this  Section  6.  During  the term of this
Agreement  and at all  times  thereafter,  Johnson  shall  not  use  for his own
personal benefit, or disclose,  communicate or divulge to, or use for the direct
or indirect benefit of any person,  firm,  association or company other than the
Company,  any  information  or  material  referred  to in this  Section 6 or any
confidential  information  regarding the business  methods,  business  policies,
procedures,  techniques,  trade  secrets or other  knowledge  or processes of or
developed  by the Company or any names and  addresses of customers or clients or
any other  confidential  information  relating to past,  present or  prospective
business  operations  or  activities  of the  Company,  made known to Johnson or
learned or acquired by Johnson while in the employ of the Company.

         Johnson further agrees that at the expiration of his employment for any
reason whatsoever,  he shall surrender and deliver to the Company all documents,
correspondence  and any  other  data,  of any type  whatsoever  relating  to the
business of the Company or its customers or potential customers.

         7. NON-COMPETITION.  During the term of his employment and for a period
of twelve (12) months following the termination of Johnson's employment with the
Company,  Johnson  shall not  directly  or  indirectly,  either as an  employee,
employer, consultant, agent, principal, partner, shareholder, corporate officer,
director,  or in any other  individual  or  representative  capacity,  engage or
participate  in any  business  that is in  competition  in any  manner  with the
business of the Company.  Notwithstanding the foregoing, however, this Section 7
shall automatically terminate and be of no further force or effect whatsoever in
the event that the Company terminates  Johnson's employment with the Company for
any reason other than a breach by Johnson of Section 5 of this Agreement.

         8.  INJUNCTIVE  RELIEF  Johnson   acknowledges  that  the  restrictions
contained  in  Sections 6 and 7 hereof in view of the nature of the  business in
which the Company is engaged,  are  reasonable and necessary in order to protect
the legitimate  interests of the Company,  and that any violation  thereof would
result  in  irreparable   injuries  to  the  Company,   and  Johnson   therefore
acknowledges  that, in the event of his violation of any of the restrictions set
forth in Sections 6 or 7 hereofor,  the Company shall be entitled to obtain from
any court of competent jurisdiction  preliminary and permanent injunctive relief
as well as any other relief to which the Company may be entitled.

         9.  GOVERNING LAW. This  Agreement  shall be interpreted  and construed
under the laws of the State of Arizona, which laws shall prevail in the event of
any conflict of law. This Agreement and the  obligations  hereunder are made and
performable in Maricopa County,  Arizona, which shall be the exclusive venue for
any litigation hereunder.

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<PAGE>

         10.  MODIFICATION  OF  CONTRACT.  No  waiver  or  modification  of this
Agreement  shall be valid  unless it is in  writing  and duly  executed  by both
parties.

         11. JUDICIAL  MODIFICATION  OF AGREEMENT.  If the period of time or the
area specified in Sections 6 or 7 herein should be adjudged  unreasonable in any
proceeding, then the period of time shall be reduced by such number of months or
the area shall be reduced by the  elimination of such portion thereof or both so
that such  restrictions  may be  enforced  in such area and for such time and is
adjudged to be reasonable. If Johnson violates any of the restrictions contained
in Sections 6 or 7 of this Agreement,  then the restrictive period shall not run
in favor of  Johnson  from the time of the  commencement  of any such  violation
until such time as such violation shall be cured by Johnson to the  satisfaction
of the Company.

         12.  NOTICES.  Any notice to be given  hereunder by either party to the
other shall be in writing  and may be  transmitted  by  personal  delivery or by
mail,  registered or certified,  postage prepaid with return receipt  requested.
Notices shall be addressed to the parties at the following addresses:

            If to the Company:   Colonial Trust Company
                                 5336N. l9thAvenue
                                 Phoenix, Arizona 85015
                                 Attention: Chairman of the Board of Directors

            If to Johnson:       Mr. John K. Johnson
                                 3414 E. Clark Road
                                 Phoenix, Arizona 85024

         13. ENTIRE AGREEMENT.  This Agreement  contains the complete  agreement
concerning  the  employment  arrangement  between the Company and  Johnson,  The
parties  acknowledge that any statements or  representations  that may have been
made previously by either of them to the other are of no effect and that neither
of them has relied on such considerations in executing this Agreement.

         14.  ATTORNEYS'  FEES, In the event of a dispute or litigation  arising
hereunder,  the successful party in such dispute or litigation shall be entitled
to recover its costs and  reasonable  attorneys'  fees from the other parties to
such dispute or litigation.

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<PAGE>

DATED as of July 1, 1996.

COLONIAL TRUST COMPANY

By  /s/ Lynn R. Camp                         /s/ John K. Johnson
  ---------------------------                ----------------------------
Lynn R. Camp
Its Chairman of the Board




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