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                                                                    EXHIBIT 10.4


                            INVESTMENT BANKING RIDER

This non-exclusive Agreement (the "Agreement") is dated January 6, 2000 and is
entered into by and between AMERICA'S SENIOR FINANCIAL SERVICES, INC.
(hereinafter referred to as "CLIENT") and THE CHARTERBRIDGE FINANCIAL GROUP,
INC. (hereinafter referred to as "CFG").

1. CONDITIONS. This Agreement will not take effect, and CFG will have no
obligation to provide any service whatsoever, unless and until CLIENT returns a
signed copy of this Agreement to CFG (either by mail or facsimile copy). CLIENT
shall be truthful with CFG in regard to any relevant material regarding CLIENT,
verbally or otherwise, or this entire Agreement will terminate and all monies
paid shall be forfeited without further notice.

Agreed, CLIENT'S INITIALS: __________

Upon execution of this Agreement, CLIENT agrees to cooperate with CFG in
carrying out the purposes of this Agreement, keep CFG informed of any
developments of material importance pertaining to CLIENT'S business and abide by
this Agreement in its entirety.

2. SCOPE AND DUTIES. During the term of this Agreement, CFG will perform the
following services for CLIENT:

         2.1      ADVICE AND COUNSEL. CFG will provide advice and counsel
                  regarding CLIENT'S strategic business and financial plans,
                  strategy and negotiations with potential lenders/investors,
                  joint venture, corporate partners and others involving
                  financial and financially-related transactions.

         2.2      MERGERS AND ACQUISITIONS. At the request of the CLIENT, CFG
                  will provide assistance to CLIENT, as mutually agreed, in
                  identifying M&A candidates, assisting in any due diligence
                  process, recommending transaction terms and giving advice and
                  assistance during negotiations.

         2.3      INTRODUCTIONS TO THE INVESTMENT COMMUNITY. CFG has a
                  familiarity or association with numerous broker/dealers and
                  investment professionals across the country and will enable
                  contact between CLIENT and/or CLIENT'S affiliate to facilitate
                  business transactions among them. CFG shall use its contact in
                  the brokerage community to assist CLIENT in establishing
                  relationships with private equity capital sources (venture
                  capital, etc) and securities dealers while providing the most
                  recent information about CLIENT to interested securities
                  dealers on a regular and continuous basis. CFG understands
                  that this is in keeping with CLIENT'S business objectives and
                  plan to market CLIENT'S business or project to the investment
                  community.






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         2.4      CLIENT AND/OR CLIENT'S AFFILIATE TRANSACTION DUE DILIGENCE.
                  CFG will participate and assist CLIENT in the due diligence
                  process on all proposed financial transactions affecting
                  CLIENT of which CFG is notified in writing in advance,
                  including conducting investigation of and providing advice on
                  the financial, valuation and stock price implications of the
                  proposed transaction(s).

         2.5      ANCILLARY DOCUMENT SERVICES. At the request of the CLIENT, CFG
                  will assist and cooperate with CLIENT in the development,
                  editing and production of such documents as are reasonably
                  necessary to procure the agreed upon capital, including a
                  private placement memorandum or investment marketing
                  memorandum, as necessary.

         2.6      ADDITIONAL DUTIES. CLIENT and CFG shall mutually agree upon
                  any additional duties that CFG may provide for compensation
                  paid or payable by CLIENT under this Agreement. Although there
                  is not requirement to do so, such additional agreement(s) may
                  be attached hereto and made a part hereof by written
                  amendments to be listed as "Exhibits" beginning with "Exhibit
                  A" and initialed by both parties.

         2.7      STANDARD OF PERFORMANCE. CFG shall devote such time and
                  efforts to the affairs of the CLIENT as is reasonably
                  necessary to render the services contemplated by this
                  Agreement. CFG is not responsible for the performance of any
                  services, which may be rendered hereunder if the CLIENT fails
                  to provide the requested information in writing prior thereto.
                  The services of CFG shall not include the rendering of any
                  legal opinions or the performance of any work that is in the
                  ordinary purview of a certified public accountant. CFG cannot
                  guarantee results on behalf of CLIENT but shall use
                  commercially reasonable efforts in providing the services
                  listed above. If an interest is expressed in satisfying all or
                  part of CLIENT'S financial needs, CFG shall notify CLIENT and
                  advise it as to the source of such interest and any terms and
                  conditions of such interest. CFG'S duty is to introduce and
                  market CLIENT'S funding request to appropriate funding
                  sources. CFG will in no way act as a "broker-dealer" under
                  state securities laws. Because all final decisions pertaining
                  to any particular investment are to be made by CLIENT, CLIENT
                  may be required to communicate directly with potential funding
                  sources.

         2.8      NON-GUARANTEE. CFG MAKES NO GUARANTEE THAT CFG WILL BE ABLE TO
                  SUCESSFULLY MARKET AND IN TURN SECURE A LOAN OR INVESTMENT
                  FINANCING FOR CLIENT, OR TO SUCCESSFULLY PROCURE SUCH LOAN OR
                  INVESTMENT WITHIN CLIENTS DESIRED TIMEFRAME OR TO GUARTANTEE
                  THAT IT WILL SECURE ANY LOAN OR INVESTMENT FINANCING WITH A
                  SPECIFIC OR MINIMUM RETURN, INTEREST RATE OR OTHER TERMS.




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                  NEITHER ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOR THE
                  PAYMENT OF DEPOSITS TO CFG BY CLIENT PURSUANT TO FEE AGREEMENT
                  FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS ANY
                  SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME
                  FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOMNE OF CLIENT'S
                  FUNDING REQUESTS ARE EXPRESSIONS OF OPINION ONLY. THE PARTIES
                  HERETO ACKNOWLEDGES AND AGREES THAT CLIENT IS NOT REQUIRED TO
                  MAKE EXCLUSIVE USE OF CFG FOR ANY SERVICES OR DOCUMENTATION
                  DEEMED NECESSARY FOR THE PURPOSE OF SECURING INVESTMENTS. CFG
                  HAS MADE NO SUCH DEMANDS IN ORDER FOR CLIENT'S PROJECT TO BE
                  MARKETED UNDER THE TERMS OF THIS AGREEMENT. CFG HOLDS NO
                  EXCLUSIVE RIGHTS TO THE MARKETING OF CLIENT'S PROJECT.

                  Agreed, CLIENT'S INITIALS:________

3.       COMPENSATION TO CFG.

3.1  AMSE will pay for services described herein. The fees shown below
     (exclusive of those outlined in 3.2, 3.3, and 3.4 below) shall be payable
     as follows:

A)   INITIAL PAYMENT DUE UPON ACCEPTANCE OF AGREEMENT: = 20,500 AMSE RESTRICTED
                                                         SHARES WITH DEMAND
                                                         REGISTRATION PURSUANT
                                                         TO SECTION 10.

B)   DUE IN MONTH (6) =                                  31,125 AMSE RESTRICTED
                                                         SHARES WITH DEMAND
                                                         REGISTRATION RIGHTS
                                                         PURSUANT TO SECTION 10.

C)   DUE IN MONTH TWELVE (12) =                          31,125 AMSE RESTRICTED
                                                         SHARES WITH DEMAND
                                                         REGISTRATION RIGHTS
                                                         PURSUANT TO SECTION 10

3.2  Fees for Direct Investment, Merger/Acquisition. In the event that CFG, on a
     non-exclusive basis, introduces CLIENT or a CLIENT affiliate to any third
     party funding source(s), underwriter(s), merger partner(s) or joint
     venture(s) who then enters into a funding, underwriting, merger, joint
     venture or similar agreement with CLIENT or CLIENT'S affiliate, CLIENT
     hereby agrees to pay CFG advisory fees pursuant to the





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     following schedule and based on the aggregate amount of such funding,
     underwriting, merger, joint venture or similar agreement with CLIENT or
     CLIENT'S affiliate. Advisory fees are deemed and shall be due and payable
     at the first close of the transaction, however, in certain circumstances
     when payment of advisory fees at closing is not possible, within 24 hours
     after CLIENT has received the proceeds of such investment. This provision
     shall survive this Agreement for a period of one year after termination or
     expiration of this Agreement. In other words, the advisory fee shall be
     deemed earned and due and payable for any funding, underwriting, merger,
     joint venture or similar transaction which first closes within a year of
     the termination or expiration of this Agreement as a result of an
     introduction as set forth above. CFG shall also be entitled to 50% of the
     investment marketing fee outlined in paragraph 3.2, A or B or 3.3 below in
     connection with any and all investment offers from CLIENT or any other
     source (not including those introduced by CFG) when CFG is invited to
     participate or assist in negotiations.

           Agreed, CLIENT INITIALS:________

           A. DIRECT INVESTMENT. For a direct investment made by CLIENT in a
              third party investor either introduced to CLIENT by CFG or which
              contacted CLIENT directly as a result of CFG'S efforts, CLIENT
              shall pay CFG a finder's fee of 5.0% of total investment amount
              received by CLIENT from the third party investor.

              B. MERGER/ACQUISITION. For a merger/acquisition entered into by
              CLIENT as a result of the efforts of, or an introduction by CFG
              during the term of this Agreement, Client shall pay CFG 5.0% of
              the total value of the transaction. The 5.0% shall be paid in cash
              upon the date of the closing of the merger/acquisition.
              Additionally, (i) if stock is used as part or all of the
              consideration in the transaction, CFG shall receive restricted
              trading stock equivalent to 10% of the stock (used for the
              transaction) upon close of transaction, and (ii) upon close of a
              successful merger or acquisition, CFG shall receive 3% of the
              value of the combined, merged or surviving entity (whichever is
              larger) in the form of the surviving entity's restricted trading
              stock. Subject to any required adjustments by the NASD or SEC if
              any.

              THE FEES PROVIDED FOR IN SECTION 3.2, AND 3.3 ARE NOT INTENDED TO
              AND WILL NOT APPLY CUMULATIVELY TO THE SAME FUNDING; HOWEVER, EACH
              MAY APPLY TO DIFFERENT PORTIONS OF A TRANSACTION COMPRISING
              DIFFERENT FUNDING SOURCES.

3.3  EXPENSES. If CLIENT accepts any investment provided under this Agreement,
     CLIENT shall reimburse CFG for reasonable expenses incurred in performing
     its duties pursuant to this Agreement (including printing, postage, express
     mail, photo reproduction, travel, lodging, and long distance telephone and
     facsimile charges).



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     Such reimbursement shall be at the CLIENT'S advanced approval and payable
     within 24 hours after CLIENT'S receipt of CFG invoice for same.

3.4  ADDITIONAL FEES. CLIENT and CFG shall mutually agree upon any additional
     fees that CLIENT may pay in the future for services rendered by CFG under
     this Agreement. Such additional agreement(s) may, although there is no
     requirement to do so, be attached hereto and made a part hereof as Exhibits
     beginning with Exhibit A.

3.5  INVESTMENT SOURCE(S) DISCLOSURE. It is fully understood that in some cases
     CFG'S investment/lending sources are sources that may be public sources,
     which may independently approach CLIENT without the assistance of CFG. CFG
     makes no claims to have special relationships with sources and is not to be
     considered as having any special relationships with sources and is not to
     be considered as having any capabilities of expediting or `pushing'
     CLIENT'S case through any approval channels outside the norm of any request
     of this type. The sources in the CFG database are sources compiled by CFG
     from created relationships as well as lists purchased or requested for the
     purpose of building a comprehensive lender/investor marketing service.

Agreed, CLIENT'S INITIALS:___________

4.   INDEMNIFICATION. The CLIENT agrees to indemnify and hold harmless CFG, each
     of its officers, directors, employees, and shareholders against any and all
     liability, loss and costs, expenses or damages, including but not limited
     to, any and all expenses whatsoever reasonably incurred in investigating,
     preparing or defending against any litigation, commenced or threatened, or
     any claim whatsoever or howsoever caused by reason of any injury (whether
     to body, property, personal or business character or reputation) sustained
     by any person or to any person or property, arising out of any grossly
     negligent act, failure to act, neglect, any untrue or alleged untrue
     statement of a material fact or failure to state a material fact which
     thereby makes a statement false or misleading, or any breach of any
     material representation, warranty or covenant by CLIENT or any of its
     agents, employees, or other representatives. Nothing herein is intended to
     nor shall it relieve either party from liability for its own act, omission
     or negligence. All remedies provided by law, or in equity shall be
     cumulative and not in the alternative.

     CFG agrees to indemnify and hold harmless CLIENT, each of its officers,
     directors, employees and shareholders against any and all liability, loss
     and costs, expenses or damages, including but not limited to, any and all
     expenses whatsoever reasonably incurred in investigating, preparing or
     defending against any litigation, commenced or threatened, or any claim
     whatsoever or howsoever caused by reason of any injury (whether to body,
     property, personal or business character or reputation) sustained by any
     person or to any person or property, arising out of any grossly negligent
     act, any untrue or alleged untrue statement of a material fact or failure
     to state a material fact which thereby makes a statement false or
     misleading, or any breach of any material representation, warranty or
     covenant by CFG or any oft its agents, employees, or other representatives.



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     Nothing herein is intended to nor shall it relieve either party from
     liability for its own act, omission or negligence. All remedies provided by
     law, or in equity shall be cumulative and not in the alternative.

5.   CLIENT REPRESENTATIONS. CLIENT hereby represents, covenants and warrants to
     CFG as follows:

     5.1 AUTHORIZATION. CLIENT and its signatories herein have full power and
         authority to enter into this Agreement and to carry out the
         transactions contemplated hereby.

     5.2 NO VIOLATION. Neither the execution and delivery of this Agreement nor
         the consummation of the transactions contemplated hereby will violate
         any provision of the charter or by-laws of CLIENT, or violate any terms
         of provision of any other material agreement to which CLIENT is a party
         of any applicable statute or law.

     5.3 CONTRACTS IN FULL FORCE AND EFFECT. All contracts, agreements, plans,
         leases, policies and licenses to which CLIENT is a party are valid and
         in full force and effect.

     5.4 LITIGATION. Except as set forth below, there is no action, suit,
         inquiry, proceeding or investigation by or before any court or
         governmental or other regulatory or administrative agency or commission
         pending or, to the best knowledge of CLIENT, threatened or invoking
         CLIENT, or which questions or challenges the validity of this Agreement
         or its subject matter and CLIENT does not know or have any reason to
         know of any valid basis for any such action, proceeding or
         investigation.

     5.5 CONSENTS. No consent of any person, other than the signatories hereto,
         is necessary to the consummation of the transactions contemplated
         hereby, including, without limitation, consents from parties to loans,
         contracts, lease or other agreements and consents from governmental
         agencies, whether federal, state, or local.

     5.6 CFG RELIANCE. CFG has and will rely upon the documents; instruments and
         written information furnished to CFG by the CLIENT'S officers or
         designated employees.

     5.7 CLEINT'S MATERIAL. All representations and statements provided herein
         about the CLIENT are true and complete and accurate. As detailed in
         paragraph 4 above, CLIENT agrees to indemnify CFG, its officers,
         directors, agents and employees.

     5.8 CLIENT'S AFFILIATES AND OTHER MATERIAL. To the best knowledge of
         CLIENT, CLIENT represents and warrants that all representation and
         warranties provided




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         herein regarding CLIENT are true, complete and accurate with respect to
         and if applied to CLIENT'S affiliates as well.

5.9      SERVICES NOT EXPRESSED OR IMPLIED.

         A. CFG is not and will not be a market-maker (but may be a placement
            agent by other "Selling Agreement" from time-to-time) in CLIENT'S
            securities or in any securities in which CLIENT or CLIENT'S
            affiliates has an interest, and,

         B. Any payments made herein to CFG are not, and shall not be construed
            as, compensation to CFG for the purpose of making a market, to cover
            CFG'S out-of-pocket expenses for making a market, or for the
            submission by CFG of an application to make a market in any
            securities, and

         C. No payments made herein to CFG are for the purpose of effecting the
            price of any security or influencing any marker-making functions,
            including but not limited to, bid/ask quotations, initiation and
            termination of quotations, retail securities activities, or for the
            submission of any application to make a market.

         D. CFG advises that it is not a NASD broker dealer.

6.  CONFIDENTIALITY.

    6.1 CFG and CLIENT each agree to keep confidential and provide reasonable
        security measures to keep confidential information where release may be
        detrimental to their respective business interests. CFG and CLIENT shall
        each require their employees, agents, affiliates, other licensees, and
        others who will have access to the information through CFG and CLIENT
        respectively, to first enter appropriate non-disclosure Agreements
        requiring the confidentiality contemplated by this Agreement in
        perpetuity.

    6.2 CFG will not, either during its engagement by the CLIENT pursuant to
        this Agreement or at any time thereafter, disclose, use or make known
        for its or another's benefit any confidential information, knowledge, or
        data of the CLIENT or any of its affiliates in any way acquired or used
        by CFG during its engagement by the CLIENT. Confidential information,
        knowledge or date of the CLIENT and its affiliates shall not include any
        information that is, or becomes generally available to the public other
        than as a result of a disclosure by CFG or its representatives.

7.  MISCELLANEOUS PROVISIONS.

    7.1 AMENDMENT AND MODIFICATION. This Agreement may be amended, modified and
        supplemented only by written agreement of CFG and CLIENT.





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    7.2  WAIVER OF COMPLIANCE. Any failure of CFG, on the one hand, or CLIENT on
         the other, to comply with any obligation, agreement, or condition
         herein may be expressly waived in writing, but such waiver or failure
         to insist upon strict compliance with such obligation, covenant,
         agreement or condition shall not operate as a waiver of, or estoppel
         with respect to, any subsequent or other failure.

    7.3  EXPENSES: Transfer Taxes, Etc. Other than as expressly set forth in
         this Agreement, the parties shall bear their own costs and expenses in
         carrying out the provisions of this Agreement.

    7.4  COMPLIANCE WITH REGULATORY AGENCIES. Each party agrees that all
         actions, direct or indirect, taken by it and its respective agents,
         employees and affiliates in connection with this Agreement and any
         financing or underwriting hereunder shall conform to all applicable
         Federal and State securities laws.

    7.5  NOTICES. Any notices to be given hereunder by any party to the other
         may be effected either by personal delivery in writing, by a reputable,
         national overnight delivery service, by facsimile transmission or by
         mail, registered or certified, postage prepaid with return receipt
         requested. Notices shall be addressed to the "Contact Person" at the
         addresses appearing on the signature page of this Agreement, but any
         party may change his address or "contact person" by written notice in
         accordance with this subsection. Notices delivered personally shall be
         deemed delivered as of actual receipt, notices sent by facsimile shall
         be deemed delivered one (1) day after electronic confirmation of
         receipt, notices sent by overnight delivery service shall be deemed
         delivered one (1) day after delivery to the service, mailed notices
         shall be deemed delivered as of five (5) days after mailing.

    7.6  ASSIGNMENT. This Agreement is not assignable without the express
         written advance consent of AMSE, at the sole discretion of its Board of
         Directors.

    7.7  DELEGATION. Neither party shall delegate the performance of its duties
         under this Agreement without the prior written consent of the other
         party.

    7.8  PUBLICITY. Neither CFG nor CLIENT shall make or issue, or cause to be
         made or issued, any announcement or written statement concerning this
         Agreement or the transactions contemplated hereby for dissemination to
         the general public without the prior consent of the other party. This
         provision shall not apply, however, to any announcement or written
         statement required to be made by law or the regulations of any Federal
         or State governmental agency, except that the party required to
         disclose shall consult with and make reasonable efforts to accommodate
         changes to the required disclosure and the timing of such announcement
         suggested by the other part.

    7.9  GOVERNING LAW. This Agreement and the legal relations among the parties
         hereto shall be governed by and construed in accordance with the laws
         of the State of



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         California, without regard to its conflict of law doctrine. CLIENT and
         CFG agree that if any action is instituted to enforce or interpret any
         provision of this Agreement, the jurisdiction and venue shall be San
         Diego County, California.

    7.10 COUNTERPARTS. This Agreement may be executed simultaneously in two or
         more counterparts, each of which shall be deemed an original, but all
         of which together shall constitute one and the same instrument.

    7.11 HEADINGS. The heading of the sections of this Agreement are inserted
         for convenience only and shall not constitute a part hereto or affect
         in any way the meaning or interpretation of this Agreement.

    7.12 ENTIRE AGREEMENT. This Agreement including any Exhibits hereto, and the
         other documents and certificates delivered pursuant to the terms
         hereto, set forth the entire agreement and understanding of the parties
         hereto in respect of the subject matter contained herein, and
         supersedes all prior agreements, promise, covenants, arrangements,
         communications, representations or warranties, whether oral or written,
         by any officers, employee or representative of any party hereto.

    7.13 THIRD PARTIES. Except as specifically set forth or referred to herein,
         nothing herein express or implied is intended or shall be construed to
         confer upon or give to any person or entity other than the parties
         hereto and their successors or assigns, any rights or remedies under or
         by reason of this Agreement.

    7.14 ATTORNEYS' FEES AND COSTS. If any action is necessary to enforce and
         collect upon the terms of this Agreement; the prevailing party shall be
         entitled to reasonable attorneys' fees and costs, in addition to any
         other relief to which that party may be entitled. This provision shall
         be construed as applicable to the entire Agreement.

    7.15 SURVIVABILITY. If any part of this Agreement is found, or deemed by a
         court of competent jurisdiction to be invalid or unenforceable, that
         part shall be severable from the remainder of the Agreement.

    7.16 FURTHER ASSURANCES. Each of the parties agrees that it shall from
         time-to-time take such actions and executes such additional instruments
         as may be reasonably necessary or convenient to implement and carry out
         the intent and purposes of this Agreement.

    7.17 RELATIONSHIP OF THE PARTIES. Nothing contained in this Agreement shall
         be deemed to constitute either party becoming the partner of the other,
         the agent or legal representative of the other, nor create any
         fiduciary relationship between them, except as otherwise expressly
         provided herein. It is not the intention of the parties to create nor
         shall this Agreement be construed to create any commercial relationship
         or other partnership. Neither party shall have any authority to act for
         or to assume any obligation or responsibility on behalf of the other
         party, except as otherwise expressly provided herein. The rights,
         duties, obligations and liabilities



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         of the parties shall be separate, not joint or collective. Each party
         shall be responsible only for its obligations as herein set out and
         shall be liable only for its share of the costs and expenses as
         provided herein.

    7.18 NO AUTHORITY TO OBLIGATE THE CLIENT. Without the consent of the Board
         of Directors of CLIENT, CFG shall have no authority to take, nor shall
         it take, any action committing or obligating CLIENT in any manner, and
         it shall not represent itself to others as having such authority.

8.   ARBITRATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE
     UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREE THAT:

         A. ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

         B. THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT,
            INCLUDING THEIR RIGHT TO JURY TRIAL;

         C. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT
            FROM COURT PROCEEDING;

         D. THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
            OR LEGAL REASONING AND ANY PARTY'S RIGHT OF APPEAL OR TO SEEK
            MODIFICATION OF RULING BY THE ARBITRATORS IS STRICTLY LIMITED;

         E. THIS ARBITRATION PROVISION IS SPECIFICALLY INTENDED TO INCLUDE ANY
            AND ALL STATUTORY CLAIMS WHICH MIGHT BE ASSERTED BY ANY PARTY;

         F. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN CLIENT, CFG OR
            ANY OF THEIR OFFICER, DIRECTORS, LEGAL REPRESENTATIVES, ATTORNEYS,
            ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER PERSON OR
            ENTITY, ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF THIS
            AGREEMENT, SHALL BE RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH
            LITIGATION;

         G. THE UNDERSIGNED CLIENT HEREBY AGREES TO SUBMIT THE DISPUTE FOR
            RESOLUTION TO THE AMERICAN ARBITRATION ASSOCIATION, IN SAN DIEGO,
            CALIFORNIA WITHIN FIFTEEN (15) DAYS AFTER RECEIVING A WRITTEN
            REQUEST TO DO SO FROM NAY OF THE AFORESAID PARTIES;

         H. IF ANY PARY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON REQUEST,
            THEN THE REQUESTING PARTY




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            MAY COMMENCE AN ARBITRATION PROCEEDING, BUT IS UNDER NO OBLIGATION
            TO DO SO;

         I. ANY HEARING SCHEDULED AFTER AN ARBITRARION IS INITIATED SHALL TAKE
            PLACE IN SAN DIEGO COUNTY, CALIFORNIA, AND THE FEDERAL ARBITRATION
            ACT SHALL GOVERN THE PROCEEDING AND ALL ISSUES RAISED BY THIS
            AGREEMENT TO ARBITRATE;

         J. IF ANY PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO
            RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR
            SHALL UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION
            FORUM LOCATED IN SAN DIEGO COUNTY, CALIFORNIA, OVER ANY MATTER WHICH
            IS THE SUBJECT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE
            ENTITLED TO RECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND ANY
            OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE OF
            SUCH LEGAL PROCEEDING OR ITS EFFORTS TO ENFORCE ITS RIGHTS TO
            ARBITRATION AS PROVIDED FOR HEREIN;

         K. THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING FINAL
            AND CONCLUSIVE AND AGREE TO ABIDE THEREBY;

         L. ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT AND
            EXECUTION FOR COLLECTION.

9. TERM/TERMINATION. This Agreement is a quarterly agreement for the term of one
(1) year and shall terminate automatically on January 3, 2000. However, the
CLIENT or CFG shall have the right to terminate the balance of this agreement at
any time after the 75th day following the mutual execution of this Agreement by
the parties, providing written notice is given to the other party at least
fifteen (15) days prior to the expiration of the current quarter of the
Agreement. Quarterly payments referred above means quarterly payments earned for
services rendered up to time of termination. *Quarterly payments of cash and/or
stock shall become immediately due and payable upon termination. Work in
progress (WIP) compensation would only be due and payable upon successful
completion and funding of the WIP. Quarterly payments referenced above means
quarterly payments earned for services rendered up to time of termination.

I.   10.  REGISTRATION OF SHARES. CFG shall have "DEMAND" registration rights
     for all shares issued in accordance with this agreement. Proof of
     registration application shall be delivered to CFG within 3 days of AMSE'S
     filing of same with the SEC.

     A)  CLIENT agrees to file a Registration Statement (SB-2 or similar) for
         the registration of the initial shares and all subsequent quarterly
         shares with the US Securities and Exchange Commission (SEC) within 30
         calendar days of the execution of the Agreement.




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B)  Failure to file Registration Statement within 30 days will result in the
    immediate issuance of an additional 20% of the original number of shares due
    CFG at execution.

C)  If the Registration Statement has not been declared effective within 90 days
    after initial filing then CLIENT will issue an additional 20% of the total
    number of shares submitted for Registration on behalf of CFG.

D)  B and C are commutative and not individually exclusive.




11. NON-CIRCUMVENTION. In and for valuable consideration, CLIENT hereby agrees
that CFG may introduce (whether by written, oral, data, or other form of
communication) CLIENT to one or more opportunities, including, without
limitation, existing or potential investors, lenders, borrowers, trusts, natural
persons, corporations, limited liability companies, partnerships, unincorporated
businesses, sole proprietorships and similar entities (an ""Opportunity"" or
""Opportunities""). CLIENT further acknowledges and agrees that the identity of
the subject Opportunities, and all other information concerning an Opportunity
(including without limitation, all mailing information, phone and fax numbers,
email addresses and other contact information) introduced hereunder are the
property of CFG, and shall be treated as confidential information by CLIENT, its
affiliates, officers, directors, shareholders, employees, agents,
representatives, successors and assigns. CLIENT shall not use such information,
except in the context of any arrangement with CFG in which CFG is directly and
actively involved, and never without CFG'S prior written approval. CLIENT
further agrees that neither it nor its employees, affiliates or assigns, shall
enter into, or otherwise arrange (either for it/him/herself, or any other person
or entity) any business relationship, contact any person regarding such
Opportunity, either directly or indirectly, or any of its affiliates, or accept
any compensation or advantage in relation to such Opportunity except as directly
through CFG, without the prior written approval of CFG. CFG is relying on
CLIENT'S assent to these terms and their intent to be bound by the terms by
evidence of their signature. Without CLIENT'S signed assent to these terms, CFG
would not introduce any Opportunity or disclose any confidential information to
CLIENT as herein described.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.

CLIENT:

AMERICA'S SENIOR FINANCIAL SERVICES, INC.

By:/s/ Nelson A. Locke              , not personally
   -------------------------------
          President/CEO

     Date:   1-7-00
          -------------------------------------

     Address:  15544 NW 77 th Court
              ---------------------------------
               Miami Lakes, FL 33016
              ---------------------------------

     Contact Person: N. LOCKE
                    -----------------------------

      CFG:




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      THE CHARTERBRIDGE FINANCIAL GROUP, INC.

      By:______________________________

      Date:____________________________










































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