EMPLOYMENT AGREEMENT
                               (Cecil E. Glovier)


     THIS EMPLOYMENT  AGREEMENT  (hereinafter called the "Agreement") is entered
into as of April 1, 2003,  by and between  COLONIAL  TRUST  COMPANY,  an Arizona
corporation  (hereinafter  called  the  "Company"),  with its  principal  office
located at 5336 N. 19th Avenue,  Phoenix,  Arizona 85015,  and Cecil E. Glovier,
residing at 16925 W. Roadrunner Road, Mayer, Arizona 86333 (hereinafter referred
to as "Glovier").

     Glovier is presently employed by the Company as Chief Operating Officer and
Secretary.

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
hereinafter set forth, the parties do hereby agree as follows:

     1.  Employment.  The Company hereby continues to employ Glovier and Glovier
hereby accepts  continued  employment by the Company as Chief Operating  Officer
and Secretary to perform such duties and services of a senior  executive  nature
as may  from  time to time be  assigned  or  delegated  to him by the  Board  of
Directors and President of the Company.

     Throughout  the term of this  Agreement,  Glovier  will  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,  Glovier  shall be
permitted to serve as a director of additional  organizations and participate in
other activities for other groups upon the prior approval by the Company,  which
approval shall not unreasonably be withheld.

     2. Term. This Agreement shall be for a term of one (1) year,  commencing on
April 1,  2003,  and  ending on March 31,  2004,  unless  sooner  terminated  as
hereinafter provided.  Unless either party elects to terminate this Agreement at
the end of the  original or any renewal term by giving the other party notice of
such election at least sixty (60) days before the expiration of the then current
term, this Agreement shall be deemed to have been renewed for an additional term
of one (1) year  commencing on the day after the  expiration of the then current
term.

     3. Compensation and Benefits.

          (a)  Salary. For the services rendered by Glovier to Company,  Glovier
               shall  receive a base salary at the rate of $ 92,881.80 per year,
               payable in accordance with the standard payroll  practices of the
               Company.

          (b)  Bonus.  Glovier 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 seven and one-half
               percent (7 1/2%) of the  Company's  total issued and  outstanding
               Common Stock at March 31, 2000. Shares of Common Stock, which are
               issuable  upon the  exercise  of  issued,  and  outstanding  (but
               unexercised) stock options as of March 31, 2000 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  within  ninety  (90) days from the end of the  Company's
               fiscal year. The Company and Glovier 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 bonus is paid.

          (c)  Medical Insurance.  The Company will provide coverage for Glovier
               and his dependents under the Company's  health insurance  policy.
               Such  coverage  for  his   dependents  may  be  provided  for  by
               additional based salary and then costs for such coverage deducted
               from Glovier's base salary.

          (d)  Life Insurance. The Company will procure and maintain in effect a
               $500,000 term life  insurance  policy  insuring  Glovier's  life;
               provided,  however, if Glovier is not insurable at regular rates,
               the Company will  purchase a term life policy only in such amount
               as it may  purchase  by paying a premium  equal to the  amount it
               would have paid for a $500,000  policy had Glovier been insurable
               at regular rates.  In the event of Glovier'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 the beneficiaries designated by Glovier.

          (e)  Disability Insurance, Disability Payments by Company. The Company
               agrees that Glovier will be provided the same level of disability
               coverage as the Company provides for its other senior executives.

     4. Termination of this Agreement and Glovier's Employment.

          (a)  Mandatory  Termination.  This Agreement  shall terminate upon the
               expiration  of the  then-existing  term in the event that  either
               party gives notice of such party's election to then terminate the
               Agreement as set forth in paragraph 2 hereof.  Furthermore,  this
               Agreement  shall  terminate  in the event of the death of Glovier
               subject to paragraph 3(e) hereof.

          (b)  Discretionary  Termination For "Cause". The Company may terminate
               this Agreement and Glovier's  employment at any time for "cause."
               For purposes of this Agreement, "cause" shall mean the following:

               (1)  Subject to  paragraph  3(f) hereof,  Glovier's  inability to
                    perform his duties under this Agreement for a period of more
                    than ninety (90)  consecutive days due to a total or partial
                    disability;

               (2)  If  Glovier  fails to  perform  his  duties  to the  Company
                    hereunder in the unanimous opinion of the Company's Board of
                    Directors;

               (3)  Glovier  commits such acts of  dishonesty,  theft,  fraud or
                    misappropriation  or is convicted of a crime that would,  in
                    the opinion of the Board of Directors, prevent the effective
                    performance of Glovier's duties hereunder; or

               (4)  Glovier  breaches the terms and  conditions  of Section 5 of
                    this Agreement.

     Any  termination of Glovier's  employment  will be effective upon Glovier's
receipt of written notice of such termination  unless otherwise provided in said
notice,  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.

          (c)  Termination  Upon Change of Control.  In the event that Glovier's
               employment  is  terminated  upon or within two (2) years  after a
               change of control either by the Company for any reason other than
               the reasons set forth in Paragraph 4(a),  4(b)(1),  (3) or (4) or
               as a result of the resignation of Glovier as a result of:

               (1)  a material  breach by the Company of its  obligations  under
                    this Agreement;

               (2)  a reduction in Glovier's base salary; or

               (3)  a  relocation  of the  Company's  business  offices  without
                    Glovier's consent to a location which is outside the general
                    metropolitan   area  in  which  the   Company   was  located
                    immediately prior to the change of control;

then the Company would pay to Glovier in  consideration  of such termination the
following:

               (1)  an amount equal to the remaining  portion of the base salary
                    due under the term of this agreement,  but not less than two
                    times   Glovier's   annual  base  salary  in  effect  either
                    immediately  prior  to  the  termination  of  employment  or
                    immediately prior to the change of control, whichever is the
                    greatest; and

               (2)  an amount  equal to the  spread  (ie.  The  excess of market
                    value over the exercise  price) on any stock options held by
                    Glovier, whether or not such options were exercisable at the
                    date of termination.  Upon the payment of such compensation,
                    such stock options shall be cancelled.

     For purposes of this provision of this Agreement, "change of control' shall
mean:

               (1)  The  acquisition by an  individual,  entity or group (within
                    the   meaning  of  Section   13(d)(3)  or  14(d)(2)  of  the
                    Securities  Exchange  Act of 1934,  amended  (the  "Exchange
                    Act") of  beneficial  ownership  (within the meaning of Rule
                    13d-3  promulgated under the Exchange Act) of 20% or more of
                    either the then  outstanding  shares of common  stock of the
                    Company or the combined voting power of the then outstanding
                    voting  securities of the Company entitled to vote generally
                    in the election of directors;

               (2)  Individuals who, as of the date hereof, constitute the Board
                    of Directors (the "Incumbent Board") cease for any reason to
                    constitute  at  least  a  majority  of the  board;  provided
                    however,  that any individual becoming a director subsequent
                    to  the  date  hereof  whose  election,  or  nomination  for
                    election by the  Company's  shareholders,  was approved by a
                    vote of at least a majority of the directors the  comprising
                    the  Incumbent  Board  shall be  considered  as though  such
                    individual  were  a  member  of  the  Incumbent  Board,  but
                    excluding,  for  this  purpose,  any such  individual  whose
                    initial assumption of office occurs as a result of an actual
                    or threatened  election contest with respect to the election
                    or  removal  of  directors  or other  actual  or  threatened
                    solicitation  of  proxies or  consents  by or on behalf of a
                    Person other than the Board; or

               (3)  Approval   by  the   shareholders   of  the   Company  of  a
                    reorganization,  merger  or  consolidation  or sale or other
                    disposition of all or substantially all of the assets of the
                    Company (a "Business Combination").

               (4)  Approval  by the  shareholders  of the Company of a complete
                    liquidation or dissolution of the Company; or

               (5)  A majority of the Board  otherwise  determines that a Change
                    in Control shall have occurred.

     5. Confidential Information, Non-Solicitation.

          (a)  Confidential  Information,   Non-Solicitation.   All  information
               furnished to Glovier by the Company,  learned by Glovier from the
               Company or  developed  by Glovier on behalf of the  Company or at
               the Company's  direction or for the Company's use or otherwise in
               connection  with Glovier's  employment  hereunder,  are and shall
               remain  the  sole  and  confidential  property  of  the  Company;
               provided,  however,  the  foregoing  shall  not apply to any such
               information in the public domain other than by reason of a breach
               of this  Paragraph  5. If the  Company  requests  the  return  of
               information  or any such  materials  at any time during or at the
               termination of Glovier's  employment,  Glovier shall  immediately
               deliver  the  same  to the  Company.  During  the  term  of  this
               Agreement and at all times thereafter,  Glovier shall not use for
               his 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  material
               referred to in this Paragraph 5 or any  confidential  information
               regarding the business methods,  business  policies,  procedures,
               techniques,  trade secretes 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 pay,
               present or prospective  business  operations or activities of the
               Company,  made known to Glovier or learned or acquired by Glovier
               while in the employ of the Company.

          (b)  Non-Solicitation.  During  the term of this  Agreement  and for a
               period of one (1) year after the  termination  of his  employment
               with the Company for any reason  whatsoever,  Glovier  shall not,
               directly or indirectly,  solicit, induce, encourage or attempt to
               influence any client, customer, employee, consultant, independent
               contractor,  salesman  or  supplier  of  the  Company  (including
               without  limitation any broker/dealer  with whom the Company does
               or  has  done  business)  to  cease  to do  business  with  or to
               terminate his  employment  with the Company and shall not utilize
               for any such  purpose any names and  addresses  of  customers  or
               clients  of the  Company  or any  data on or  relating  to  past,
               present or  prospective  (at the time of termination of Glovier's
               employment) customers or clients of the Company.

     6.  Arbitration  of Disputes.  Any  controversy  or claim arising out of or
relating  to  this  Agreement,  or the  breach  thereof,  shall  be  settled  by
arbitration   in  accordance   with  the  rules  of  the  American   Arbitration
Association.  Judgment upon the award  rendered by the arbitrator may be entered
in any court having jurisdiction thereof.

     7.  Modification  of Contract.  No waiver or modification of this Agreement
shall be valid unless it is in writing and duly executed by both parties.

     8.  Severability.   All  agreements  and  covenants  contained  herein  are
severable,  and in the event any of them  shall be held to be valid by any court
of  competent  jurisdiction,  this  Agreement  shall be  interpreted  as if such
invalid agreements and covenants were not contained herein.

     9. Governing Law, Venue for  Arbitration.  This Agreement takes effect upon
its  acceptance and execution by the Company in Phoenix,  Arizona,  and 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 arbitration hereunder.

     10. Notice.  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 to their
respective addresses  hereinabove  provided, or to the Company or Glovier at its
or his last known address.

     11.  Entire  Agreement.  This  Agreement  contains the  complete  agreement
between the Company and Glovier  concerning the employment  arrangement  between
the  Company  and  Glovier.  The  parties  acknowledge  that any  statements  or
representations  that may have been made previously by either one of them to the
other (other than those  contained in this  Agreement) are of no effect and that
neither of them has relied on such considerations in executing this Agreement.

     IN WITNESS  WHEREOF,  the parties have executed or caused this Agreement to
be executed as of the date, month and year first above written.

COLONIAL TRUST COMPANY


BY:     /s/ John K. Johnson
         John K. Johnson
         President and Chief Executive Officer



BY:   /s/ Cecil E. Glovier
          Cecil E. Glovier
         Chief Operating Officer and Secretary







                        AMENDMENT TO EMPLOYMENT AGREEMENT


     This Amendment to Employment  Agreement (the  "Amendment")  is entered into
this 29th day of April, 2004, by and between Colonial Trust Company,  an Arizona
corporation (hereinafter called "Colonial"), and Cecil E. Glovier, ("Glovier").

                                    RECITALS:

1.   Glovier is presently  employed by Colonial as its Chief  Operating  Officer
     and Secretary.

2.   Colonial and Glovier  entered into an Employment  Agreement  dated April 1,
     2003 (the "Employment  Agreement') which governs the terms of employment by
     Colonial of Glovier.

3.   Colonial  and  Glovier  now  wish to  amend  the  Employment  Agreement  as
     hereinafter provided.

                                   AGREEMENT:

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
hereinafter set forth,  the parties do hereby amend the Employment  Agreement as
follows:

1.   In lieu of the bonus  provided  for in  paragraph  3.(b) of the  Employment
     Agreement,  Colonial will pay to Glovier upon the  confirmation of the sale
     of the  Corporate  Trust  Division of Colonial  and the close of the Wealth
     Management  Division  of  Colonial a bonus of  $107,150.00  which  shall be
     payable 60% upon the close of the sale of the Corporate  Trust Division and
     40% upon the close of the sale of the  Wealth  Management  Division.  These
     amounts will be in lieu of any bonuses due and payable  under the agreement
     for the fiscal year end March 31, 2004 and any subsequent year end.

2.   Colonial and Glovier agree to amend paragraph 4 of the Employment Agreement
     by the addition of the following:


          (d)  Sale of the Corporate Trust Division to First State Bank,  Happy,
               Texas.  Notwithstanding  the above,  in the event  that  Colonial
               successfully  closes the sale of its Corporate  Trust Division to
               the First State Bank, Happy, Texas, ("First State Bank") and as a
               result  thereof  Glovier  becomes an employee of First State Bank
               and in the event his employment is terminated by First State Bank
               within  the  first  year  after  the  close  of the  sale  of the
               Corporate  Trust  Division of Colonial to First State Bank,  then
               Colonial  shall  pay to  Glovier  an amount  equal to  $92,882.00
               (Glovier's  current  annual base salary) less any amounts paid by
               First State Bank to Glovier  during his employment by First State
               Bank. In the event of such  termination and payment,  such amount
               shall  be  paid  to  Glovier  within  thirty  days  of  Glovier's
               termination by First State Bank.

               For purposes of this provision, "termination" by First State Bank
               of Glovier shall mean involuntary termination by First State Bank
               except for termination for cause.  "Termination  for cause" shall
               be termination for any of the following reasons:

               1.   Glovier's  inability  to perform his duties  under the First
                    State Bank  Employment  Agreement  for a period of more than
                    ninety  (90)  consecutive  days  due  to  total  or  partial
                    disability;

               2.   Glovier  commits such acts of  dishonesty,  theft,  fraud or
                    misappropriation  or is convicted of a crime that would,  in
                    the  opinion of First  State  Bank,  prevent  the  effective
                    performance of Glovier's duties thereunder; or

               3.   Glovier is  terminated  by First State Bank as a result of a
                    material  breach by Glovier of the terms and  conditions  of
                    his Employment Agreement with First State Bank.

                    Colonial  and  Glovier  agree  that  the  potential  payment
                    provided  for in  this  subparagraph  (d) is in  lieu of any
                    payment as provided for under subparagraph (c) above.

         EXECUTED this 29th day of April, 2004.

                                                     COLONIAL TRUST COMPANY


BY:       /s/ John K. Johnson
         John K. Johnson, President


BY:      /s/ Cecil E. Glovier
         Cecil E. Glovier