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                                                                    EXHIBIT 10.1


               RECEIVABLE, ACQUISITION AND UNDERWRITING AGREEMENT
                                   (MM&S/WULA)

         Agreement made this 1st day of April, 1998, by and between WESTERN
UNITED LIFE ASSURANCE COMPANY (hereinafter "WESTERN"), a Washington corporation
with principal offices at 916 W. First Avenue, Spokane, Washington 99201, and
METROPOLITAN MORTGAGE & SECURITIES CO., INC. (hereinafter "METROPOLITAN"), a
Washington corporation with its principal offices at 601 W. First Avenue,
Spokane, Washington 99201-5015, (hereinafter referred to jointly as the
"Parties") ("Agreement").

                                   WITNESSETH

         WHEREAS, METROPOLITAN engages in the business of purchasing and selling
mortgage loans, lotteries, annuities and other cash flows (hereinafter
"Receivables") and maintains subsidiaries, internal staff and operations to
support such activities;

         WHEREAS, WESTERN is a company licensed to transact the business of
insurance in the State of Washington and which, for investment purposes in
relation to its conduct of the business of insurance, engages in investing in
and selling Receivables, but WESTERN does not maintain internal staff or
operations to support such activities;

         WHEREAS, METROPOLITAN has the personnel, systems and expertise to
provide to WESTERN Receivable acquisition, underwriting and sales services; and

         WHEREAS, WESTERN desires to obtain from METROPOLITAN Receivable
acquisition and underwriting services.

         NOW, THEREFORE, far the foregoing reasons and in consideration of the
mutual promises, covenants and agreements set forth herein, the Parties promise,
covenant and agree as follows:

I.       REPRESENTATIONS AND WARRANTIES OF METROPOLITAN

         METROPOLITAN represents and warrants to WESTERN that:

         A. METROPOLITAN is a corporation duly organized, validly existing and
         in good standing under the laws of the State of Washington.

         B. METROPOLITAN is licensed or qualified and in good standing in each
         of the states where the laws require licensing or qualification in
         order to conduct METROPOLITAN'S Receivable acquisition, or METROPOLITAN
         is exempt under applicable law from such licensing or qualification.

         C. The consummation of the transactions contemplated herein have been
         validly authorized, and all requisite corporate action has been taken
         by METROPOLITAN to make this Agreement binding upon METROPOLITAN, in
         accordance with its terms.

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         D. The consummation of the transactions contemplated by this Agreement
         are in the ordinary course of business of METROPOLITAN.

         E. The execution and delivery of this Agreement, the acquisition and
         underwriting of Receivables by METROPOLITAN, the performance of the
         other services and transactions contemplated hereby and the fulfillment
         of and compliance with the terms and conditions of this Agreement will
         not conflict with or result in a breach of any of the terms of
         METROPOLITAN'S articles of incorporation, bylaws or any other
         agreement, instrument, law, regulation, rule, order or judgment to
         which METROPOLITAN is now a party or by which it is bound. METROPOLITAN
         is not subject to any agreement, instrument, law, regulation, rule,
         order or judgment which would impair the ability of WESTERN to enforce
         any acquired Receivable according to its terms, or which could impair
         the value of any Receivable acquisition by WESTERN pursuant to this
         Agreement.

         F. METROPOLITAN does not believe, nor does it have any reason or cause
         to believe, that it cannot perform each and every covenant contained in
         this Agreement.

         G. There is no action, suit, proceeding or investigation pealing or
         threatened against METROPOLITAN which, either in any one instance or in
         the aggregate, may result in any material adverse change in the
         business, operations, financial condition, properties or assets of
         METROPOLITAN or in any material impairment of the right or ability of
         METROPOLITAN to carry on its business substantially as now conducted or
         which would draw into question the validity of this Agreement or of any
         action taken or to be taken in connection with the obligations of
         METROPOLITAN contemplated herein or which would be likely to impair
         materially the ability of METROPOLITAN to perform under the terms of
         this Agreement.

         H. No consent, approval, authorization or order of any court or
         governmental agency or body is required for METROPOLITAN'S execution,
         delivery and performance of or compliance with this Agreement.

         I. The services provided by METROPOLITAN hereunder shall be conducted
         in accordance with generally accepted business practices in all
         respects, as applicable to each respective activity.

II.      REPRESENTATIONS AND WARRANTIES OF WESTERN

         WESTERN represents and warrants to METROPOLITAN THAT:

         A. WESTERN is a corporation duly organized, validly existing and in
         good standing under the laws of the State of Washington.

         B. WESTERN is licensed or qualified and in good standing in each of the
         states where the laws require licensing or qualification in order to
         hold and enforce the terms of its Receivables and conduct its business,
         or WESTERN is exempt under applicable law from such licensing or
         qualification.


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         C. The consummation of the transactions contemplated herein have been
         validly authorized, and all requisite corporate action has been taken
         by WESTERN to make this Agreement binding upon WESTERN, in accordance
         with its terms.

         D. The consummation of the transactions contemplated by this Agreement
         are in the ordinary course of business of WESTERN.

         E. The execution and delivery of this Agreement, the fulfillment of and
         compliance with the terms and conditions of this Agreement, will not
         conflict with or result in a breach of any of the terms of WESTERN'S
         articles of incorporation, bylaws or any other agreement, instrument,
         law, regulation, rule, order or judgment to which WESTERN is now a
         party, by which it is bound or its property is subject, which would
         impair the ability of METROPOLITAN to underwrite and acquire the
         Receivables in accordance with the terms of this Agreement.

         F. WESTERN does not believe, nor does it have any reason or cause to
         believe, that it cannot perform each and every covenant contained in
         this Agreement.

         G. There is no action, suit, proceeding or investigation pending or
         threatened against WESTERN which, either in any one instance or in the
         aggregate, may result in any material adverse change in the business,
         operations, financial condition, properties or assets of WESTERN or in
         any material impairment of the right or ability of WESTERN to carry on
         its business substantially as now conducted or which would draw into
         question the validity of this Agreement or of any action taken or to be
         taken in connection with the obligation of WESTERN contemplated herein
         or which would be likely to impair materially the ability of WESTERN to
         perform under the terms of this Agreement.

         H. No consent, approval, authorization or order of any court or
         government agency or body is required for WESTERN'S execution, delivery
         and performance of or compliance with this Agreement except as follows:
         pursuant to RCW 48.31B.030(1)(b), prior notice of this Agreement is
         required to be provided to the office of the Washington State Insurance
         Commissioner at least sixty (60) days (or such shorter period as the
         Commissioner may permit) before the transaction is entered into, and
         the Commissioner must declare such notice to be sufficient and not
         disapprove the transaction within that time period. Also pursuant to
         RCW 48.31B.030(1)(b) and subject to the same requirements as outlined
         above, all modifications hereto are required to be filed with the
         Office of the Washington State Insurance Commissioner.

III.     RECEIVABLE ACQUISITION AND SALES SERVICES

         A. GENERAL DUTIES AND AUTHORITY

         METROPOLITAN shall provide Receivable underwriting, acquisition and
sales services to WESTERN which shall be performed substantially in compliance
with the following:

            1. METROPOLITAN shall secure opportunities for WESTERN to purchase
            and sell Receivables through the use of METROPOLITAN'S acquisition
            system, industry contacts and the other methods developed by
            METROPOLITAN for its own Receivable purchases.



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            2. In reviewing the Receivables offered for purchase to, or for sale
            from, WESTERN, METROPOLITAN shall review, among other things, the
            Receivable loan-to-value security value, security condition, payment
            record, payor's credit, security title reports and legal documents.

            3. METROPOLITAN or its agent shall close the Receivable acquisition
            or sale in a manner and using practices which are consistent with
            industry standards for the type of Receivable and the location where
            the Receivable acquisition or sale is closed.

            4. Loans resulting from financing that may be provided by
            METROPOLITAN or its affiliates as a means to induce the purchase of
            property (e.g., for the financing of repossession resales or other
            seller financing) may be placed in WESTERN'S Receivable portfolio if
            such Receivables are consistent with WESTERN'S investment
            guidelines.

            5. METROPOLITAN shall prepare and maintain such books, records,
            computer systems and procedures as shall be required and necessary
            to maintain control over the day-to-day activities regarding offers
            to purchase and closing of Receivable purchases and for offers to
            sell and closing of Receivable Sales.

            6. METROPOLITAN shall furnish to WESTERN such periodic, special or
            other reports or information as requested by WESTERN, including
            reports of total Receivables purchased and sold, closing periods and
            closing costs. All such reports, documents or information shall be
            provided by and in accordance with all reasonable instructions and
            directions which WESTERN may give.

            7. METROPOLITAN may engage in any other activity or procedure which
            METROPOLITAN deems necessary or appropriate and in the best interest
            of WESTERN in connection with the acquisition, sale and closing of
            Receivable transactions for WESTERN.

B.       PURCHASE AND SALE PRICE AND ORIGINATION COSTS

            1. WESTERN shall pay METROPOLITAN for the Receivables acquired
            pursuant to this Agreement in an amount no greater than
            METROPOLITAN'S cost, consisting of METROPOLITAN'S purchase price and
            related acquisition costs. Such costs, if charged, may be audited
            periodically at WESTERN'S request and shall be adjusted as
            appropriate to reflect actual audited results.

            2. METROPOLITAN shall assist WESTERN in the sale of Receivables,
            whether to affiliates or to third parties. Such sales shall be at a
            market price which is fair and reasonable and acceptable to Western.



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C.       INVESTMENT GUIDELINES AND MINIMUM YIELD REQUIREMENTS

         1. METROPOLITAN shall acquire Receivables for WESTERN which are
         consistent with WESTERN'S then current investment and yield
         requirements. WESTERN'S current investment guidelines and yield
         requirements are set forth in Addendum I hereto. WESTERN may change its
         investment guidelines and yield requirements at any time by written
         notice to METROPOLITAN. Such changes will apply prospectively for all
         acquisitions subsequent to METROPOLITAN'S receipt of notice of change.

         2. METROPOLITAN may acquire Receivables for WESTERN which do not on an
         individual or pooled basis satisfy WESTERN'S then current investment
         guidelines or yield requirements, if METROPOLITAN believes such
         investment to be in WESTERN'S best interest and by mutual agreement of
         the parties. Such investments are subject to WESTERN'S right to reject
         pursuant to Section C.1 herein below. Notwithstanding the foregoing,
         METROPOLITAN shall not acquire any Receivables for WESTERN which do not
         comply with applicable statutes and regulations regarding WESTERN'S
         investments.

D.       RIGHT TO REJECT

         1. WESTERN shall have the right at anytime to review any Receivable
         acquired pursuant to this Agreement and to reject and void any
         Receivable acquisition ab initio, if the Receivable in WESTERN'S
         opinion is not consistent with its investment guidelines, as such
         guidelines existed at the time of the acquisition or is otherwise
         objected to by Western. Any Receivable not rejected within three months
         of acquisition is deemed accepted. Any Receivable which is rejected
         shall be purchased by METROPOLITAN at WESTERN'S purchase price, and
         WESTERN shall pay METROPOLITAN all payments, fees or other income
         received to date on account of such Receivable. In turn, METROPOLITAN
         shall pay to WESTERN an amount of interest, based on the average prime
         interest rate during the period WESTERN held such Receivable to
         compensate WESTERN for the use of its funds for such period of time.

         2. By execution of this Agreement, WESTERN is not obligated to sell any
         Receivables proposed by METROPOLITAN for sale, and WESTERN shall have
         the right to review and approve or reject any proposed sales of
         Receivables prior to entering into any Agreement to sell any
         Receivables.

E.       RECEIVABLE ACQUISITION/NO RIGHT OF FIRST REFUSAL

                  WESTERN acknowledges that METROPOLITAN provides Receivable
         acquisition services to itself and to others. WESTERN acknowledges that
         it has no priority or right of first refusal to acquire any
         Receivable(s) from METROPOLITAN, and METROPOLITAN may determine, in its
         sole discretion, subject to WESTERN'S underwriting guidelines and yield
         requirements, which Receivables, if any, to provide to WESTERN for
         acquisition.


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IV.      GENERAL

A.          NON-EXCLUSIVITY OF AGREEMENT

         This Agreement is non-exclusive. WESTERN reserves the right and
privilege to employ and engage, from time to time, any other entity or person to
perform any of the services which are the subject of this Agreement or may
itself perform any such services. Such actions by WESTERN shall not be construed
as an event of termination of this Agreement.

B.          DELEGATION

         METROPOLITAN may utilize, delegate to or subcontract with any of its
subsidiaries, divisions, affiliates or third parties in connection with its
performance of the terms of this Agreement in full or in part, as deemed
appropriate, at METROPOLITAN'S discretion.

C.          RIGHT TO EXAMINE METROPOLITAN'S RECORDS

         WESTERN shall have the right to examine and audit any and all of the
books, records or other information of METROPOLITAN, with respect concerning
this Agreement or the receivables acquired under the terms of this Agreement,
during business hours or at such other times as may be reasonable under
applicable circumstances.

D.          EVENT OF DEFAULT

         The following shall be construed as an event of default:

         1. The failure by WESTERN to deliver any sums required to be paid to
         METROPOLITAN pursuant to the terms of this Agreement.

         2. The failure of either Party to perform in accordance with the terms
         and conditions of this Agreement, to the extent that such failure to
         perform shall consistute a material breach of a term or condition of
         this Agreement.

         3. In the event that METROPOLITAN shall file bankruptcy, or otherwise
         be determined to be insolvent, this Agreement may be terminated by
         WESTERN.

E.       TERMINATION

         1. Either Party may terminate this Agreement by providing written
         notice of termination to the other Party, in which event this Agreement
         shall terminate immediately upon receipt of such notice or at such
         later date as provided in said notice.

         2. In the event of a default as defined in Section D.2. hereinabove,
         the non-defaulting Party may, in lieu of immediately terminating this
         Agreement, provide written notice of default to the defaulting Party,
         which notice shall set forth the time period for cure, which shall be
         no less than ten (10) days from receipt of the notice by the defaulting
         Party. If the breaching Party does not cure


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         the default within the time period set forth in this notice, this
         Agreement shall terminate upon expiration of said time period.

F.       NOTICE

         Notice under this Agreement shall be in writing and delivered by hand,
receipt acknowledged, or delivered by registered certified United States mail,
return receipt requested, and if refused, by regular United States mail,
addressed to the Parties as stated below:

         ATTN: PRESIDENT
         METROPOLITAN MORTGAGE & SECURITIES CO., INC.
         601 W. First Avenue
         Spokane, WA 99201-5015

         ATTN: PRESIDENT
         WESTERN UNITED LIFE ASSURANCE COMPANY
         916 W. First Avenue
         Spokane, WA 99201

G.       BINDING EFFECT

         This Agreement sets forth the entire Agreement between the Parties and
shall be binding upon all successors and assigns of both of the Parties hereto
and shall be construed under the laws of the State of Washington.

H.       PRIOR AGREEMENT

         This Agreement replaces and supersedes each and every prior agreement
executed by the Parties related to the Receivable Acquisition and Underwriting
services provided by METROPOLITAN to WESTERN, except with respect to any
continuing liability of METROPOLITAN as to yield guarantees and loss reserves
for Receivables acquired prior to April 1, 1998.

                            [SIGNATURE PAGE FOLLOWS]



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         This Agreement is executed the date, month and year first above written
by the duly authorized officers of each Party.



METROPOLITAN MORTGAGE &                      WESTERN UNITED LIFE ASSURANCE
SECURITIES CO., INC                          COMPANY


By /s/ C. Paul Sandifur, Jr.                 By /s/ John Van Engelen
   ------------------------------------         --------------------------------
      C. Paul Sandifur, Jr.                       John Van Engelen,
      Chief Executive Officer                     President



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                                   ADDENDUM 1

                      WESTERN UNITED LIFE ASSURANCE COMPANY
                 INVESTMENT YIELD AND UNDERWRITING REQUIREMENTS


<Table>
<Caption>
                                     ACQUISITION MINIMUM                                               APPRAISAL
       INVESTMENT                    YIELD REQUIREMENTS                       LOAN-TO-VALUE            REQUIRED?         OTHER
       ----------                    -------------------                      -------------            ---------         -----
<S>                      <C>                                            <C>
Real estate lonas,       No lower than Metropolitan's current yield   80% maximum first liens,         Yes, at time of
individual loan          requirements for its own acquisitions.       residential 75% non residential  acquisition
acquisitions

Alternative Cash         No lower than Metropolitan's                 Negotiated each                  N/A
Flows (lotteries,        current yield requirements for its           transaction
annuities, etc.)         own acquisitions.

Real estate loans, bulk  No lower than Metropolitan's current yield   80% maximum first liens,         Yes, at time of
purchases                requirements for its own acquisitions.       residential 75% non residential  acquisition
</Table>