Exhibit 10.2

September 11, 2000





Board of Directors
Affiliated Bank, F.S.B.
500 Harwood
Bedford, Texas 76021


Dear Directors:


       This letter sets forth the agreement between Affiliated Bank, F.S.B., ("Affiliated" or "Bank"),
Bedford, Texas, and Ferguson & Company ("F&C"), Hurst, Texas, under the terms of which Affiliated has
engaged F&C, in connection with its conversion from mutual to stock form, to (1) determine the pro forma
market value of the shares of common stock to be issued and sold by Affiliated or its holding company; and
(2) assist Affiliated in preparing a business plan to be filed with the application for approval to convert to
stock.


       F&C agrees to deliver the written valuation and business plan to Affiliated at the above address on or
before a mutually agreed upon date.  Further, F&C agrees to perform such other services as are necessary or
required in connection with comments from the applicable regulatory authorities relating to the business plan
and appraisal and the preparation of appraisal updates as requested by Affiliated or its counsel.  It is
understood that the services of F&C under this agreement shall be limited as herein described.


       F&C's fee for the business plan and initial appraisal valuation report shall be $17,500 and the fee for
each required appraisal update shall be $2,500.  In addition, Affiliated shall reimburse F&C for all
out-of-pocket expenses (not to exceed $2,000).  Payment under this agreement shall be made as follows:

	1.	Upon execution of this engagement letter--$5,000;

	2.	Upon delivery of the business plan--$5,000;

	3.	Upon delivery of the completed appraisal report--$7,500;

	4.	Upon delivery of each appraisal update--$2,500; and

	5.	Out-of-pocket expenses are to be paid monthly.



       If, during the course of Affiliated's conversion, unforeseen events occur so as to change materially the
nature or the work content of the services described in this contract, the terms of the contract shall be subject
to renegotiation.  Such unforeseen events shall include, but not be limited to, major changes in the conversion
regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, major
changes in the Bank's management or operating policies, execution of a merger agreement with another
institution prior to completion of conversion, and excessive delays or suspension of processing of conversions
by the regulatory authorities such that completion of Affiliated's conversion requires the preparation by F&C
of a new appraisal report or business plan.




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       To induce F&C to provide the services described above, Affiliated hereby agrees as follows:


	1.	Affiliated shall supply to F&C such information, in a timely manner, with respect to its
business and financial condition as F&C reasonably may request in order to make the aforesaid
valuation.  Such information made available to F&C shall include, but not be limited to, annual
financial statements, periodic regulatory filings, material agreements, debt instruments and
corporate books and records.


	2.	Affiliated hereby represents and warrants, to the best of its knowledge, that any information
provided to F&C does not and will not, at any time relevant hereto, contain any misstatement
or untrue statement of a material fact or omit any and all material facts required to be stated
therein or necessary to make the statements therein not false or misleading in light of the
circumstances under which they were made.


	3.	Affiliated shall indemnify and hold harmless F&C and any employees of F&C who act for or
on behalf of F&C in connection with the services called for under this agreement, from and
against any and all loss, cost, damage, claim, liability or expense of any kind, including
reasonable attorneys fees and other expenses incurred in investigating, preparing to defend and
defending any claim or claims (specifically including, but not limited to, claims under federal
and state securities laws) arising out of any misstatement or untrue statement of a material fact
contained in the information supplied by the Bank to F&C or by an omission to state a material
fact in the information so provided which is required to be stated therein in order to make the
statement therein not false or misleading.


	4.	F&C shall not be entitled to indemnification pursuant to Paragraph 3 above with regard to any
claim arising where, with regard to the basis for such claim, F&C had knowledge that a
statement of a fact material to the evaluation and contained in the information supplied by
Affiliated was untrue or had knowledge that a material fact was omitted from the information
so provided and that such material fact was necessary in order to make the statement made to
F&C not false or misleading.


	5.	F&C additionally shall not be entitled to indemnification pursuant to Paragraph 3 above
notwithstanding its lack of actual knowledge of an intentional misstatement or omission of a
material fact in the information provided if F&C is determined to have been negligent or to
have failed to exercise due diligence in the preparation of its valuation.




       Affiliated and F&C are not affiliated, and neither Affiliated nor F&C has an economic interest in, or
held in common with, the other and has not derived a significant portion of its gross revenue, receipts or net
income for any period from transactions with the other.
















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       In order for F&C to consider this proposal binding, please acknowledge your consent to the foregoing by
executing the enclosed copies of this letter and returning one copy to us, together with a check payable to
Ferguson & Company in the amount of $5,000.  The extra copy of this letter is for your conversion legal
counsel.


                                          
                            	Yours very truly, 


                                          
                            	Robin L. Fussell


                                          
                            	Principal




Agreed to ($5,000 check enclosed):
Affiliated Bank, F.S.B.
Bedford, Texas


By:                                                               

Date:_____________________________