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                                                                EXHIBIT 10.11


                             SHAREHOLDER AGREEMENT


         THIS SHAREHOLDER AGREEMENT ("Agreement") is made and entered into as
of SEPTEMBER 8, 1997, by and among FIRSTCITY FUNDING CORPORATION, a Delaware
corporation (the "Corporation"), and FIRSTCITY CONSUMER LENDING CORPORATION, a
Delaware corporation ("FirstCity"), THOMAS R. BROWER, SCOT A. FOITH, THOMAS G.
DUNDON, R. TYLER WHANN, BRADLEY C.  REEVES, STEPHEN H. TRENT, and BLAKE P.
BOZMAN (each of the foregoing shareholders being referred to individually as a
"Shareholder" and collectively as the "Shareholders") with respect to all of
the now or hereafter issued and outstanding shares of common or preferred stock
or other issued and outstanding securities of the Corporation (including
options, warrants and convertible instruments), presently or hereafter owned by
each of the Shareholders (the "Stock").  Any reference to Stock owned by a
Shareholder shall mean all of the Stock registered in that Shareholder's name
and including, but not limited to, any community property interest of the
Shareholder's spouse in such Stock.

         WHEREAS, the Shareholders are presently the holders of record of all
of the issued and outstanding shares of the Stock of the Corporation; and

         WHEREAS, the Shareholders believe that it would be in the best
interest of the Shareholders and the Corporation to place certain restrictions
upon the right of any Owner of Stock to transfer any Stock owned by such Owner;
and

         WHEREAS, the directors of the Corporation, having considered the
provisions of this Agreement, have resolved that in their opinions the
restrictions upon the transfer of the Stock of the Corporation and the
provisions for the purchase of the Stock, all as hereinafter set forth, are in
the best interest of the Corporation.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

         SECTION 1.01.    DEFINITIONS OF CERTAIN AGREEMENT TERMS.  For purposes
of this Agreement, the terms hereinafter set forth shall have the following
definitions unless otherwise specifically stated.

         "BUSINESS DAYS" shall mean days that are not Saturdays, Sundays, or
legal holidays in the United States or the State of Texas.

         "MINORITY SHAREHOLDERS" shall mean all Shareholders other than
FirstCity.

         "OWNED" shall mean Stock referred to as being "owned" by any persons
shall include all Stock owned (whether acquired before or after this date) as
the separate property of such person, all Stock owned as the community property
of such person and his or her spouse that is registered in the name of such
person, all Stock acquired by gift, partition or other transfer of community
property Stock, and any shares into which any such Stock, or any portion
thereof, may be converted.  A person who owns Stock is sometimes referred to as
an "Owner."  While a spouse of a




FIRSTCITY FUNDING CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 1
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Shareholder may own an interest in Stock that is deemed to be "owned" by such
Shareholder under this definition, the term "Shareholder" as used in this
Agreement does not apply to the spouse of any such named party to this
Agreement unless such spouse also owns Stock.

         "SHAREHOLDER" shall include all of the persons who own Stock in the
Corporation who are parties to this Agreement, and any persons who subsequently
shall become parties to this Agreement.

         "STOCK" shall have the meaning set forth in the introductory paragraph
of this Agreement.

         "TRANSFER" shall have the meaning set forth in Section 2.01 of this
Agreement.

                                   ARTICLE II
             RESTRICTIONS AGAINST TRANSFER BY MINORITY SHAREHOLDERS

         SECTION 2.01.    TRANSFER OF STOCK RESTRICTED BY MINORITY
SHAREHOLDERS.  Each of the Minority Shareholders agrees that he or she will not
in any way Transfer (as defined herein) any of his or her Stock, or any right
or interest therein, without the prior written consent of the Corporation and
the other Shareholders, except for a Transfer that meets the requirements of
this Agreement.  "Transfer" shall, herein, mean the sale, exchange, assignment,
pledge, gift, hypothecation, transfer or other disposition (whether voluntary
or involuntary) by a Minority Shareholder of his or her Stock, either directly
or indirectly, to any third party or any offer or attempt to accomplish any of
the foregoing.  Any purported Transfer in violation of any provisions of this
Agreement will be void and will not operate to transfer any right, title, or
interest in the Stock to the purported Transferee.

                                  ARTICLE III
                              PUT AND CALL OPTIONS

         SECTION 3.01.  PUT OPTION OF MINORITY SHAREHOLDERS.  At any time
during the period commencing with the fifth (5th) and ending on the seventh
(7th) anniversary of the date of this Agreement (the "Put Period"), the
Minority Shareholders as a group shall the right to put (the "Put") 100% of
their Stock to FirstCity for a price per share to be mutually agreed upon (the
"Purchase Price").  The Put shall be in writing and the date the Put is made
shall be referred to in this Section as the "Put Date."  The Purchase Price may
be payable in cash, or at FirstCity's option, may be payable in whole or in
part in shares of FirstCity's common stock valued at the then fair market value
of such stock.  FirstCity shall make a decision whether or not to purchase the
Minority Shareholders Stock within 60 days of the Put Date.  In the event
FirstCity does not elect to purchase the Minority Shareholders Stock, the
Minority Shareholders shall have the right at any time during the period
commencing 61 days and ending 120 days after the Put Date to either purchase
FirstCity's Stock for cash at the same price per share as set forth in the Put
or to sell their Stock to a third party who is reasonably acceptable to
FirstCity.  The Minority Shareholders may only make one Put during the Put
Period.





FIRSTCITY FUNDING CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 2
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         SECTION 3.02.  CALL OPTION OF FIRSTCITY.  At any time after the
seventh (7th) anniversary of the date of this Agreement (the "Call Period"),
FirstCity shall the right to call (the "Call") 100% of the Stock Owned by the
Minority Shareholders for a price per share to be mutually agreed upon (the
"Call Price").  The Call shall be in writing and the date the Call is made
shall be referred to in this Section as the "Call Date."  The Call Price may be
payable in cash, or at FirstCity's option, may be payable in whole or in part
in Shares of FirstCity Common Stock valued at the then fair market value of
such stock.  The Minority Shareholders must within 90 days of the Call Date
either sell their Stock to FirstCity on the terms set forth in the Call or
obtain a cash offer (the "Market Price") from a third party reasonably
acceptable to FirstCity to purchase their Stock.  If the Minority Shareholders
obtain a cash offer from a third party to purchase their Stock, then FirstCity
may within 120 days of the Call Date purchase the Minority Shareholders Stock
for the Market Price.  If FirstCity does not elect to purchase the Minority
Shareholders Stock for the Market Price, then the Minority Shareholders must
within 150 days of the Call Date either sell their Stock to the third party for
the Market Price or sell their Stock to FirstCity for the Call Price.

                                   ARTICLE IV
                            RIGHT TO ELECT DIRECTOR

         SECTION 4.01.    RIGHT TO ELECT DIRECTOR.  At any meeting of the
shareholders of the Corporation at which directors are elected to the
Corporation's Board of Directors, the Minority Shareholders shall have the
right, voting separately as a class, to elect one director to the Board of
Directors.  Such election by the Minority Shareholders shall be effected by the
vote of a majority of the Minority Shareholders.  FirstCity and the Minority
Shareholders agree to include this right in the Corporation's Bylaws which
right may not be removed from said Bylaws without the consent of the Minority
Shareholders.

                                   ARTICLE V
                                    NOTICES

         SECTION 5.01.    NOTICE PROCEDURE.  All notices required to be given
hereunder will be deemed to be duly given on the date of delivery if delivered
in person or three (3) Business Days after the date of mailing if mailed by
registered or certified mail, postage prepaid, return receipt requested, to the
Secretary of the Corporation at the Corporation's principal office and to the
Shareholders at the addresses indicated on the signature page of this
Agreement.  The address of any Shareholder may be changed only by giving
written notice of such change of address to all of the other parties hereto in
the manner provided herein for giving notices.

                                   ARTICLE VI
                                  STOCK LEGEND

         SECTION 6.01.    LEGEND REQUIRED BY THIS AGREEMENT.  The Corporation
and each Shareholder hereby agrees that all certificates representing shares of
Stock of the Corporation that at any time are subject to the provisions of this
Agreement will have endorsed upon them, in addition to any legend required by
the Corporation's Bylaws, in boldface type a legend in substantially the
following form:

                 THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE
         SUBJECT TO A SHAREHOLDERS' AGREEMENT ("AGREEMENT"),





FIRSTCITY FUNDING CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 3
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         DATED SEPTEMBER 8, 1997, AMONG THE SHAREHOLDERS WHICH INCLUDES A
         VOTING AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE
         OF THE CORPORATION, AND SAID SHARES MAY NOT BE SOLD, TRANSFERRED,
         ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT IN
         STRICT ACCORDANCE WITH THE TERMS OF THE AGREEMENT.  A COPY OF THE
         AGREEMENT WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS
         CERTIFICATE UPON RECEIPT BY THE CORPORATION AT ITS PRINCIPAL PLACE OF
         BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE HOLDER
         REQUESTING SUCH A COPY.

         SECTION 6.02.    EXECUTION OF AGREEMENT BY TRANSFEREE.  Under no
circumstances will any sale or other Transfer of any shares of Stock subject to
this Agreement be valid until the proposed transferee has executed and become a
party to an Agreement substantially similar to this Agreement and thereby
becomes subject to all of its provisions, unless this requirement is waived by
written consent of the parties; notwithstanding any other provisions of this
Agreement, no such sale or other Transfer of any kind will in any event result
in the nonapplicability of the provisions of this Agreement at any time to any
of the shares of Stock subject to this Agreement.

                                  ARTICLE VII
                                      TERM

         SECTION 7.01.    TERMINATION OF AGREEMENT.  This Agreement will
terminate upon the earlier of:  (A) the agreement of all parties hereto to
terminate this Agreement, (B) the purchase by the Corporation of all the shares
of Stock of all but one Shareholder, (C) the purchase by any one Shareholder of
all of the issued and outstanding shares of Stock of the Corporation, (D)
twenty-one (21) years after the death of the last survivor of the Shareholders
named herein and their now living lineal descendants, or (E) upon the
dissolution of the Corporation, or upon the filing of a voluntary or
involuntary petition by or against the Corporation under Chapter 7 or Chapter
11 of the Bankruptcy Code upon the appointment of a receiver for the
Corporation.

         SECTION 7.02.    TERMINATION AS TO SPECIFIC SHAREHOLDER.  This
Agreement shall terminate as to any specific Shareholder upon the date such
Shareholder ceases to own any Stock.  Such Shareholder also shall cease to be a
party to this Agreement as of the date that he ceases to own, directly or
beneficially, any Stock.

                                  ARTICLE VIII
                                 MISCELLANEOUS

         SECTION 8.01.    FURTHER ASSURANCES.  Each party to this Agreement
agrees to perform all further acts and to execute and deliver all further
documents which may be reasonably necessary to carry out the provisions of this
Agreement.

         SECTION 8.02.    SEVERABILITY.  In the event that any of the
provisions, or portions thereof, of this Agreement are held to be unenforceable
or invalid by any court of competent jurisdiction, the validity and
enforceability of the remaining provisions, or portions thereof, will not be
affected, and in lieu of such unenforceable provision there shall be added
automatically as part of this Agreement a provision as similar in terms as may
be valid and enforceable.





FIRSTCITY FUNDING CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 4
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         SECTION 8.03.    CONSTRUCTION.  Whenever used in this Agreement, the
singular number will include the plural, and the plural number will include the
singular; pronouns in the masculine, feminine, or neuter gender will include
each other gender.

         SECTION 8.04.    GOVERNING LAW.  THIS AGREEMENT HAS BEEN EXECUTED IN
AND WILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

         SECTION 8.05.    SUCCESSORS.  Subject to the restrictions against
Transfer or assignment as contained in this Agreement, the provisions of this
Agreement will benefit and will be binding on the assigns, successors in
interest, personal representatives, estates, heirs and legatees of each of the
parties hereto.  Each of the Minority Shareholders agrees that he or she will
not create or permit to exist any lien, claim or encumbrance at any time on any
of his or her shares of stock subject to this Agreement.

         SECTION 8.06.    AMENDMENT.  This Agreement may only be amended by the
written consent of all of the parties to this Agreement at the time of such
amendment.

         SECTION 8.07.    HEADINGS.  The section headings contained in this
Agreement are for convenience only and shall in no manner by construed as part
of this Agreement.

         SECTION 8.08.    ENTIRE AGREEMENT; COUNTERPARTS.  This Agreement
contains the entire understanding between the parties concerning the subject
matter contained in this Agreement.  There are no representations, agreements,
arrangements or understandings, oral or written, between or among the parties
hereto, relating to the subject matter of this Agreement, which are not fully
expressed herein.  This Agreement may be signed in one or more counterparts,
all of which shall be considered one and the same agreement.

         SECTION 8.09.    WAIVER.  The waiver by any party hereto of a breach
of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach by any party.

         SECTION 8.10.    SPECIFIC PERFORMANCE.  The right to own and vote
Stock and to restrict the transfer of the Stock is hereby declared by the
parties hereto to be a unique right, the loss of which is not readily
susceptible to monetary quantification.  Consequently, the parties hereto agree
that an action for specific performance of the purchase and sale obligations
created by this Agreement or an action brought to enjoin the unauthorized
transfer of Stock are remedies for the breach of the provisions of this
Agreement.  If the parties to this Agreement are forced to institute legal
proceedings to enforce their rights in accordance with the provisions of this
Agreement, they shall be entitled to recover their reasonable attorneys' fees
and court costs incurred in enforcing such rights.

                  [END OF PAGE - SIGNATURE PAGE(S) TO FOLLOW]





FIRSTCITY FUNDING CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 5
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         IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement to be effective as of the date first written above.

                               THE CORPORATION:
                                     
                               FIRSTCITY FUNDING CORPORATION
                               
                               
                               By:  /s/  THOMAS R. BROWER
                                  ----------------------------------------------
                                        Thomas R. Brower, President
                                     
                               Address:         7929 Brookriver Drive, Suite 170
                                                Dallas, Texas 75247
                                     
                                     
                               SHAREHOLDERS:
                               
                               /s/  THOMAS R. BROWER  
                               -------------------------------------------------
                               
                               Owner of 25,000 Shares
                               Address:         3342 Whitehall Drive
                                                Dallas, Texas 75229
                               
                               /s/  SCOT A. FOITH
                               -------------------------------------------------
                               Scot A. Foith
                               Owner of 13,750 Shares
                               Address:         2512 Centenary Drive
                                                Flower Mound, Texas 75028
                               
                               /s/  THOMAS G. DUNDON
                               -------------------------------------------------
                               Thomas G. Dundon
                               Owner of 12,250 Shares
                               Address:         5134 Vanderbilt
                                                Dallas, Texas 75206
                               
                               /s/  R. TYLER WHANN
                               -------------------------------------------------
                               R. Tyler Whann
                               Owner of 12,250 Shares
                               Address:         3021 Fairmount
                                                Dallas, Texas 75201





FIRSTCITY FUNDING CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 6
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                               /s/  BRADLEY C. REEVES
                               -------------------------------------------------
                               Bradley C. Reeves
                               Owner of 12,250 Shares
                               Address:         6262 Woodcrest Lane
                                                Dallas, Texas 75214
                               
                               /s/  STEPHEN H. TRENT
                               -------------------------------------------------
                               Stephen H. Trent
                               Owner of 12,250 Shares
                               Address:         6837 Merrilee
                                                Dallas, Texas 75214
                               
                               /s/  BLAKE P. BOZMAN
                               -------------------------------------------------
                               Blake P. Bozman
                               Owner of 12,250 Shares
                               Address:         4510 Druid #304
                                                Dallas, Texas 75205
                               
                               
                               FIRSTCITY CONSUMER LENDING CORPORATION
                               
                               
                               By:  /s/  JIM W. MOORE
                                  ----------------------------------------------
                                        Jim W. Moore, President
                               Owner of 400,000 Shares
                               Address:         P.O. Box 8216
                                                Waco, Texas 76714-8216







FIRSTCITY FUNDING CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 7