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                                                                   EXHIBIT 10.39



                              SHAREHOLDER AGREEMENT


        This Shareholder Agreement ("Agreement") is made and entered into as of
October 1, 1999, by and among FIRSTCITY HOLDINGS CORPORATION, a Texas
corporation (the "Corporation"), and FIRSTCITY COMMERCIAL CORPORATION, a Texas
corporation ("FirstCity Commercial"), TERRY R. DEWITT, G. STEPHEN FILLIP, AND
JAMES C. HOLMES (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.

                                    RECITALS

        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.



FIRSTCITY HOLDINGS CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 1
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        "MINORITY SHAREHOLDER" shall mean any Shareholder other than FirstCity
Commercial.

        "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 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 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.

                                   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 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. 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. TERMINATION OF EMPLOYMENT OF MINORITY SHAREHOLDER. Upon
the termination of employment of any Minority Shareholder by the Corporation or
any affiliate of the Corporation, such Minority Shareholder shall have the right
to sell (the Termination Put") "100% of the Stock Owned by the Minority
Shareholder to FirstCity Commercial for an amount equal to the Termination
Purchase Price (as herein defined). Upon the termination of employment of any




FIRSTCITY HOLDINGS CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 2
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Minority Shareholder by the Corporation or any affiliate of the Corporation,
FirstCity Commercial shall have the right to purchase (the "Termination Call")
100% of the Stock Owned by the Minority Shareholder for an amount equal to the
Termination Purchase Price.

        "Termination Purchase Price" means an amount equal to: (a) if the date
of termination of employment of the Minority Shareholder (the "Employment
Termination Date") is on or before December 31, 2000, the lesser of (i) the book
value of the Stock Owned by the Minority Shareholder or (ii) the amount of the
capital actually contributed by the Minority Shareholder to the Corporation; (b)
if the Employment Termination Date is after December 31, 2000 but on or before
December 31, 2004, the book value of the Stock Owned by the Minority
Shareholder; and (iii) if the Employment Termination Date is after December 31,
2004, the Fair Market Value of the Stock Owned by the Minority Shareholder.

        "Fair Market Value of the Stock Owned by Minority Shareholder" means:
(i) the fair market value of the Stock Owned by the Minority Shareholder
mutually agreed upon by FirstCity Commercial and the Minority Shareholder; or
(ii) in the event FirstCity Commercial and the Minority Shareholder cannot agree
within thirty (30) days after the Employment Termination Date on the fair market
value of the Stock Owned by the Minority Shareholder, the fair market value of
the Stock Owned by the Minority Shareholder determined by the following
appraisal process:

               The Minority Shareholder shall appoint an appraiser and FirstCity
        Commercial shall appoint an appraiser. Any person/entity appointed as an
        appraiser must meet the following qualifications: (a) be a certified
        public accountant employed by a nationally recognized public accounting
        firm, or an employee of a nationally recognized investment banking firm;
        and (b) not be related to an officer or director of the FirstCity
        Financial Corporation or any of its affiliates, or to the Minority
        Shareholder within the third degree of consanguinity. If either
        FirstCity Commercial or the Minority Shareholder fails to name an
        appraiser with the specified time, the other party may select the second
        appraiser.

               The joint determination of the fair market value by the two
        appraisers shall be final and binding on all parties. If the two
        appraisers selected are unable to agree on the fair market value, the
        two appraisers shall select a third appraiser, whose determination as to
        the fair market value shall be averaged with the appraisals of the other
        two appraisers. The average of the three appraisals shall be conclusive
        evidence as to the fair market value and shall be final and binding on
        all parties. The appraisers shall deliver a written report of their
        appraisal to all parties to this Agreement.

        For purposes of Section 3.01 the book value and fair market value of the
Stock Owned by a Minority Shareholder shall be determined as of the end of the
previous fiscal quarter.




FIRSTCITY HOLDINGS CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 3
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        The Termination Put and Termination Call shall be in writing and shall
be exercised within 60 days after the Employment Termination Date. The
Termination Purchase Price shall be payable 20% in cash and 80% in an unsecured
promissory note payable by FirstCity Commercial, with an annual interest rate
equal to the prime rate and payable in four (4) equal annual installments. The
closing of the Termination Put or Termination Call shall be within 90 days after
the Employment Termination Date.

        SECTION 3.02. PUT OPTION OF MINORITY SHAREHOLDERS. At any time after
December 31, 2004, any Minority Shareholder shall have the right to sell (the
"Put") 100% of the Stock Owned by the Minority Shareholder to FirstCity
Commercial for an amount equal to the Fair Market Value of the Stock Owned by
the Minority Shareholder as defined in Section 3.01 (the "Put Price"). The Put
shall be in writing and the date the Put is made shall be referred to as the
"Put Date." The Put Price shall be payable 20% in cash and 80% in an unsecured
promissory note payable by FirstCity Commercial, with an annual interest rate
equal to the prime rate and payable in four (4) equal annual installments. The
closing of the Put shall be within 90 days after the Put Date.

                              ARTICLE IV [RESERVED]


                                    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



FIRSTCITY HOLDINGS CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 4
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        ("AGREEMENT"), DATED OCTOBER 1, 1999, AMONG THE, 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, or (d) 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.




FIRSTCITY HOLDINGS CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 5
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                                  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.

        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.




FIRSTCITY HOLDINGS CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 6
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        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 HOLDINGS CORPORATION
SHAREHOLDER AGREEMENT                                                     PAGE 7

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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.



                                            FIRSTCITY HOLDINGS CORPORATION


                                            By:  /s/ Terry R. DeWitt
                                               ---------------------------------
                                                 Terry R. DeWitt, Co-President

                                            Address:      P.O. Box 8216
                                                          Waco, Texas 76714-8216



                                              /s/ Terry R. DeWitt
                                            ------------------------------------
                                            TERRY R. DEWITT

                                            Owner of 70 Shares
                                            Address:
                                                      --------------------------

                                                      --------------------------

                                              /s/ G. Stephen Fillip
                                            ------------------------------------
                                            G. STEPHEN FILLIP

                                            Owner of 70 Shares
                                            Address:
                                                      --------------------------

                                                      --------------------------



                                              /s/ James C. Holmes
                                            ------------------------------------
                                            JAMES C. HOLMES

                                            Owner of 60 Shares
                                            Address:
                                                      --------------------------

                                                      --------------------------




FIRSTCITY HOLDINGS CORPORATION
SHAREHOLDER AGREEMENT                                             SIGNATURE PAGE
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                                            FIRSTCITY COMMERCIAL CORPORATION


                                            By:
                                               ---------------------------------
                                                  James T. Sartain,
                                                  Chairman of the Board

                                            Owner of 800 Shares
                                            Address:      P.O. Box 8216
                                                          Waco, Texas 76714-8216





FIRSTCITY HOLDINGS CORPORATION
SHAREHOLDER AGREEMENT                                             SIGNATURE PAGE