<PAGE>   1
                                                                     EXHIBIT 4.2


                              LETTER OF TRANSMITTAL
                               WITH RESPECT TO THE
                   CONVERSION AND EXCHANGE OF COMMON STOCK OF
                           ISOLAGEN TECHNOLOGIES, INC.
                           FOR SHARES OF COMMON STOCK
                                       OF
                        AMERICAN FINANCIAL HOLDING, INC.


Mail or deliver this Letter of Transmittal, or a facsimile hereof, together with
your certificate(s) of Isolagen Common Stock (as defined below) to Fidelity
Transfer Company, the Exchange Agent. For information, contact Benchmark Equity
Group ("Benchmark"), 700 Gemini, Houston, Texas 77058, Attention: Jeffrey W.
Tomz at 281-488-3883. For information regarding your certificates for Company
Common Stock (as defined below) contact Fidelity Transfer Company at
1-800-484-7222.


<Table>
<Caption>
--------------------------------------------------------------------------------
                     DESCRIPTION OF SURRENDERED CERTIFICATES
--------------------------------------------------------------------------------
    NAME(S) AND ADDRESS(ES) OF
       REGISTERED HOLDER(S)
    (PLEASE FILL IN, IF BLANK,                SHARE CERTIFICATE(S) SURRENDERED
     AS NAME(S) APPEAR(S) ON                   (PLEASE ATTACH ADDITIONAL LIST,
      SHARE CERTIFICATE(S))                            IF NECESSARY)
--------------------------------------------------------------------------------
                                      SHARE       TOTAL NUMBER OF     NUMBER
                                   CERTIFICATE  SHARES REPRESENTED   OF SHARES
                                    NUMBER(S)    BY CERTIFICATE(S)  SURRENDERED*
                                   -----------  ------------------  ------------
<S>                                <C>          <C>                 <C>


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


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


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


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



                                                      TOTAL SHARES
                                                                    ------------
</Table>

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

*Unless otherwise indicated, all Shares represented by certificate(s) delivered
to the Exchange Agent will be deemed to have been surrendered.

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

         Please issue one (1) certificate to the undersigned shown above (unless
a different name is indicated in the Special Issuance Instructions box below)
representing the conversion and exchange of the shares of Isolagen Common Stock,
for delivery by mail to the address shown above (unless a different address is
indicated in the Special Delivery Instructions box or the Special Issuance
Instructions box below).



<PAGE>   2

Ladies and Gentlemen:

         In connection with the merger (the "Merger") of ISO Acquisition Corp.,
a Delaware corporation ("Merger Sub"), and Gemini IX Inc., a Delaware
corporation ("Gemini"), with and into Isolagen Technologies, Inc., a Delaware
corporation ("Isolagen"), and pursuant to the Agreement and Plan of Merger,
dated August 1, 2001, by and among American Financial Holding, Inc., a Delaware
corporation and parent company of Merger Sub (the "Company"), Merger Sub,
Gemini, Isolagen and William K. Boss, Jr., Olga Marko and Dennis McGill (the
"Merger Agreement"), the undersigned, the registered holder(s) of the stock
certificate(s) (the "Certificate(s)") listed above, which formerly represented
shares of common stock, par value $0.01 per share, of Isolagen ("Isolagen Common
Stock"), hereby surrenders such Certificate(s) in exchange for shares of common
stock, par value $0.001 per share, of the Company ("Company Common Stock"). The
undersigned understands that the Merger has been approved by the Boards of
Directors and stockholders of Merger Sub, Gemini and Isolagen and the Board of
Directors of the Company and agrees, in accordance with the terms and conditions
of the Merger Agreement, to accept 27.869385 shares of Company Common Stock for
each share Isolagen Common Stock surrendered. No fractional shares will be
issued. Fractional shares of 0.5 or greater will be rounded up and fractional
shares of less than 0.5 will be rounded down without cash payment. The shares of
the Company Common Stock received by the undersigned as a result of the exchange
of the Certificate(s) are characterized as "restricted securities" under the
federal securities laws inasmuch as they are being acquired from the Company in
a transaction not involving a public offering, and under such laws and
applicable regulations such shares may be resold without registration under the
Securities Act of 1933, as amended (the "Securities Act"), only in certain
limited circumstances. Undefined capitalized terms herein are defined in the
Merger Agreement.

         All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
estates, successors and assigns of the undersigned. The undersigned hereby
represents and warrants that the undersigned is the holder of the Certificate(s)
delivered hereby and has full power and authority to submit and exchange the
Certificate(s) surrendered and delivered for exchange hereby. The undersigned
will, upon request, execute and deliver any additional documents deemed by the
Exchange Agent or the Company to be necessary or desirable to complete the
exchange of the Certificate(s) tendered for exchange hereby.

         The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent the true and lawful attorney-in-fact of the undersigned with
respect to the Certificate(s) with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest) to
cancel the Certificate(s) and deliver such Certificate(s) to Isolagen and to
deliver to the undersigned the shares of Company Common Stock to which the
undersigned is entitled upon the surrender of the Certificate(s).

         The undersigned understands and agrees that the method of delivery of
the Certificate(s) and this Letter of Transmittal is at the election and risk of
the holder of the Certificate(s). If delivery of the Certificate(s) is by mail,
registered mail with return receipt requested, properly insured, is recommended.

         The undersigned hereby acknowledges that the undersigned has read the
Instructions accompanying this Letter of Transmittal.



<PAGE>   3

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

                          SPECIAL ISSUANCE INSTRUCTIONS
                          (See Instructions 2, 4 and 6)

(To be completed only if the certificates for shares of Company Common Stock are
to be issued in the name of someone other than the undersigned.)


Issue and mail shares of Company Common Stock to:



Name:
     ---------------------------------------------------------------------------
                                 (Please Print)



Address:
        ------------------------------------------------------------------------



--------------------------------------------------------------------------------
(City)                               (State)                               (ZIP)


                         (COMPLETE SUBSTITUTE FORM W-9)

                   (Tax Identification or Social Security No.)


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

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

                          SPECIAL DELIVERY INSTRUCTIONS
                          (See Instructions 2, 4 and 6)

(To be completed only if the certificates for shares of Company Common Stock are
to be mailed to the undersigned at an address other than that shown in the box
on the cover sheet.)

Mail shares of Company Common Stock to:





Name:
     ---------------------------------------------------------------------------
                                 (Please Print)



Address:
        ------------------------------------------------------------------------


--------------------------------------------------------------------------------
(City)                               (State)                               (ZIP)






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


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

BY EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED HEREBY DELIVERS TO THE
COMPANY FOR EXCHANGE THE CERTIFICATE(S) INDICATED IN THE BOX ENTITLED
"DESCRIPTION OF SURRENDERED CERTIFICATES."

                                   SIGN HERE:
                               (See Instruction 4)
                         (Complete Substitute Form W-9)


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


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


--------------------------------------------------------------------------------
                           (Signature(s) of Holder(s))

Dated:                                                                    , 2001
      --------------------------------------------------------------------

Name:
     ---------------------------------------------------------------------------
                                 (Please Print)

--------------------------------------------------------------------------------
            (Title of signer if acting in a representative capacity)

Address:
        ------------------------------------------------------------------------

--------------------------------------------------------------------------------
(City)                               (State)                               (ZIP)


Telephone Number
                ----------------------------------------------------------------


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


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

                           SIGNATURE(S) GUARANTEED BY:

                      (To be completed only if required by
                              Instructions 2 and 4)

The undersigned hereby guarantees the signature(s) which appear(s) on this
Letter of Transmittal and the Certificate(s) surrendered pursuant to this Letter
of Transmittal.



--------------------------------------------------------------------------------
                     (Name of Institution Issuing Guarantee)


By:
   -----------------------------------------------------------------------------
                             (Authorized Signature)


Title:
      --------------------------------------------------------------------------

Address of Guaranteeing Firm:
                             ---------------------------------------------------

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

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

Dated:                                                                    , 2001
      --------------------------------------------------------------------



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



<PAGE>   4

                                  INSTRUCTIONS

     FORMING PART OF THE TERMS AND CONDITIONS OF THIS LETTER OF TRANSMITTAL

         1. Use of Letter of Transmittal. This Letter of Transmittal, properly
completed and duly executed, together with the surrendered Certificate(s) and
any documents required by this Letter of Transmittal, should be sent by mail or
overnight courier or delivered by hand to the Exchange Agent in order to make an
effective surrender. Until all necessary steps have been taken to surrender the
Certificate(s), no exchange shall be made. The method of delivery of all
documents is at the option and risk of the undersigned and the delivery will be
deemed made only when actually received. If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended. A return
envelope is enclosed for your convenience.


         2. Guarantee of Signatures. If this Letter of Transmittal is signed by
the registered holder(s) of the Certificate(s) tendered therewith and such
holder(s) have not completed the "Special Issuance Instructions" or "Special
Delivery Instructions" above, signatures on this Letter of Transmittal are not
required to be guaranteed. In all other cases, signatures on this Letter of
Transmittal must be guaranteed in accordance with Rule 17Ad-15 (promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") by an
eligible guarantor institution which is a participant in a stock transfer
association recognized program, such as a firm that is a member of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., by a commercial bank or trust company having an office or
correspondent in the United States or by an international bank, securities
dealer, securities broker or other financial institution licensed to do business
in its home country (an "Eligible Institution").

         3. Signatures on this Letter of Transmittal, Powers of Attorney and
Endorsements.

         (a)      If this Letter of Transmittal is signed by the registered
                  holder(s) of the Certificate(s) delivered herewith, the
                  signature(s) of the holder on this Letter of Transmittal must
                  correspond exactly with the name(s) as written on the face of
                  the Certificate(s) without alteration, or any change
                  whatsoever.

         (b)      If any Certificate(s) are held or owned of record by two or
                  more joint owners, all such owners must sign this Letter of
                  Transmittal.

         (c)      Do not endorse the Certificate(s) if the Company Common Stock
                  certificate is to be issued in the name of the registered
                  holder(s) unless the registered holder(s) is/are completing
                  the Special Issuance Instructions.

         (d)      If the certificate(s) of the Company Common Stock is to be
                  issued in the name of a person other than the signer of a
                  Letter of Transmittal, then the Certificate(s) surrendered in
                  exchange therefor must be endorsed or accompanied by an
                  appropriate instrument of transfer signed exactly as the name
                  of the registered owner appears on such Certificate(s), with
                  the signatures on the endorsement or instrument of transfer
                  guaranteed by an Eligible Institution (unless signed by an
                  Eligible Institution).



<PAGE>   5

         (e)      If this Letter of Transmittal or any proxy is signed by a
                  trustee, executor, administrator, guardian, attorney-in-fact,
                  officer of a corporation or other person acting in a fiduciary
                  or representative capacity, such person must so indicate when
                  signing, and proper evidence satisfactory to the Company of
                  their authority to so act must be submitted.

         (f)      If this Letter of Transmittal is signed by a person other than
                  the registered holder(s) of the Certificate(s) listed, the
                  Certificate(s) must be endorsed or accompanied by an
                  appropriate instrument of transfer, in either case signed
                  exactly as the name(s) of the registered holder(s) appear(s)
                  on the Certificate(s). Signatures on such Certificate(s) or
                  instrument of transfer must be guaranteed by an Eligible
                  Institution (unless signed by an Eligible Institution).

         4. Special Issuance and Special Delivery Instructions. If the Company
Common Stock is to be issued and paid to someone other than the holder or mailed
to an address other than that shown above, the appropriate boxes on this Letter
of Transmittal should be completed.

         5. Irregularities. All questions as to the form of documents and the
validity of the Certificate(s) will be resolved by the Company, in its sole
discretion, whose determination shall be final and binding. The Company reserves
the absolute right to reject any deliveries of any Certificate(s) for exchange
that are not in proper form, or the acceptance of which would, in the opinion of
the Company or its counsel, be unlawful. The Company reserves the absolute right
to waive any defect or irregularity of delivery for exchange with regard to any
Certificate(s).

         6. Mutilated, Lost, Stolen or Destroyed Certificate(s). Any holder
whose Certificate(s) have been mutilated, lost, stolen or destroyed should
complete this Letter of Transmittal and the attached Lost Certificate Affidavit
and Indemnity Agreement indicating that his/her Certificate(s) has/have been
mutilated, lost, stolen or destroyed.

         7. Requests for Assistance or Additional Copies. Requests for
assistance or for additional copies of this Letter of Transmittal may be
directed to Benchmark at the address or telephone number set forth on the cover
of this Letter of Transmittal.

         8. Representations and Warranties. The holder of the Certificate(s)
represent and warrant to the Company that, to the best of his/her knowledge,
each of the following are true and correct:

         (a)      Purchase Entirely for Own Account. The shares of Company
                  Common Stock to be acquired by the holder of the
                  Certificate(s) as part of the Merger Consideration will be
                  acquired for investment for the holder's own respective
                  accounts, not as a nominee or agent, and not with a view to
                  the resale or distribution of any part thereof, and that the
                  holder has no present intention of selling, granting any
                  participation in or otherwise distributing the same. By
                  executing this Letter of Transmittal, the holder of the
                  Certificate(s) further represent that the holder does not have
                  any contract, undertaking, agreement or arrangement with any
                  person to sell, transfer or grant participations to such
                  person or to any third person, with respect to any of the
                  shares of Company Common Stock to be acquired by him/her as
                  part of the Merger Consideration.

         (b)      Disclosure of Information. The holder of the Certificate(s)
                  believes he/she has received all the information he/she
                  consider necessary or appropriate for deciding whether
                  participate in the exchange of the Certificate(s) as described
                  in the Merger Agreement



<PAGE>   6

                  and this Letter of Transmittal. The holder of the
                  Certificate(s) further represent that he/she has had an
                  opportunity to ask questions and receive answers from the
                  Company regarding the terms and conditions of the exchange of
                  the Certificate(s) and the business, properties, prospects and
                  financial condition of the Company.

         (c)      Investment Experience. The holder of the Certificate(s) is an
                  investor in securities of companies in the development stage
                  and each acknowledges that he/she is able to bear the economic
                  risk of this investment, and has such knowledge and experience
                  in financial or business matters that it is capable of
                  evaluating the merits and risks of the investment in the
                  Company Common Stock.

         (d)      Accredited Investor. The holder of the Certificate(s) is an
                  "accredited investor" within the meaning of Securities and
                  Exchange Commission Rule 501 of Regulation D, as presently in
                  effect.

         (e)      Restricted Securities. The holder of the Certificate(s)
                  understands that the shares of the Company Common Stock that
                  he/she will received as a result of Merger are characterized
                  as "restricted securities" under the federal securities laws
                  inasmuch as they are being acquired from the Company in a
                  transaction not involving a public offering and that under
                  such laws and applicable regulations such shares may be resold
                  without registration under the Securities Act only in certain
                  limited circumstances. In the absence of an effective
                  registration statement covering the shares of Company Common
                  Stock or an available exemption from registration under the
                  Securities Act, the shares must be held indefinitely. The
                  holder of the Certificate(s) represents that he/she is
                  familiar with Exchange Act Rule 144, as presently in effect,
                  and understands the resale limitations imposed thereby and by
                  the Securities Act, including without limitation the Rule 144
                  condition that current information about the Company be
                  available to the public.

         (f)      Tax Advisors. The holder of the Certificate(s) has reviewed
                  with his/her own tax advisors the federal, state and local tax
                  consequences of the Merger, where applicable, and the exchange
                  of the Certificate(s) as described in the Merger Agreement and
                  this Letter of Transmittal. The holder of the Certificate(s)
                  is relying solely on such advisors and not on any statements
                  or representations of the Company, Isolagen or any of their
                  agents and understands that the holder of the Certificate(s)
                  (and not the Company or Isolagen) shall be responsible for the
                  holder's own respective tax liabilities that may arise as a
                  result of the Merger or the exchange of the Certificate(s).

         (g)      Legal Counsel. The holder of the Certificate(s) acknowledges
                  that he/she has had the opportunity to review the Merger
                  Agreement, the exhibits and the schedules attached thereto,
                  and the transactions contemplated therein with his/her own
                  legal counsel.

                            IMPORTANT TAX INFORMATION

         A holder who delivers Certificate(s) for exchange is required to
provide the Company (as payer), through the Exchange Agent, with the holder's
correct taxpayer identification number ("TIN") on Substitute Form W-9 or
otherwise establish a basis for exemption from backup withholding. Generally, if
the holder is an individual, the TIN is the holder's social security number. If
the Exchange Agent is not provided with the correct taxpayer identification
number, the holder may be subject to a $50 penalty, as well as various other
penalties, imposed by the Internal Revenue Service. In addition, payments made



<PAGE>   7

to the holder with respect to the Company Common Stock may be subject to backup
withholding.

         Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on Substitute
Form W-9. A foreign individual may qualify as an exempt recipient or other payee
by submitting to the Exchange Agent a properly completed Internal Revenue
Service Form W-8 signed under penalty of perjury, attesting to the holder's
exempt status.

         If backup withholding applies, the Company is required to withhold 31%
of any payment made to the holder or other payee. Backup withholding is not an
additional federal income tax. Rather, the amount withheld will be credited
against the federal income tax liability of persons subject to backup
withholding. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service provided that the required
information is timely furnished to the Internal Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

         To prevent backup withholding on payments that are made to a holder
with respect to the Company Common Stock, the holder is required to provide the
Exchange Agent with either: (i) the holder's correct TIN by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that the holder is awaiting a TIN) and that (A) the holder has not been notified
by the Internal Revenue Service that he or she is subject to backup withholding
as a result of failure to report all interest or dividends or (B) the Internal
Revenue Service has notified the holder that he or she is no longer subject to
backup withholding; or (ii) an adequate basis for exemption.

WHAT NUMBER TO GIVE THE EXCHANGE AGENT

         The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the record owner of the
Certificate(s).



<PAGE>   8

                 TO BE COMPLETED BY ALL HOLDERS OF CERTIFICATES
                     (See Instruction 5 and "Important Tax
                  Information" on this Letter of Transmittal)

<Table>
<Caption>
---------------------------------------------------------------------------------------------------
                           PAYER'S NAME: AMERICAN FINANCIAL HOLDING, INC.
---------------------------------------------------------------------------------------------------
<S>                           <C>                               <C>
        SUBSTITUTE            Part 1--PLEASE PROVIDE YOUR           Social Security Number
         FORM W-9             TIN IN THE BOX AT RIGHT AND
Department of the Treasury    CERTIFY BY SIGNING AND                   --------------
 Internal Revenue Service     DATING BELOW.
                                                                             OR
                                                                Employer Identification Number

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

                              Name (Please Print)
  Payer's Request for                            --------------------------------------------------
Taxpayer Identification       Address
   Number (TIN) and                  --------------------------------------------------------------
     Certificate
                              ---------------------------------------------------------------------

                              ---------------------------------------------------------------------
                              City                           State                         ZIP Code
                              ---------------------------------------------------------------------

                              Part 2--Awaiting TIN [ ]
---------------------------------------------------------------------------------------------------

PART 3--CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) the number shown on this
form is my correct taxpayer identification number (or a TIN has not been issued to me but I have
mailed or delivered an application to receive a TIN or intend to do so in the near future), (2) I am
not subject to backup withholding either because I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all
interest or dividends or the IRS has notified me that I am no longer subject to backup withholding,
and (3) all other information provided on this form is true, correct and complete.


Signature                                                       Date
         --------------------------------------------------         -------------------------------

You must cross out item (2) above if you have been notified by the IRS that you are currently
subject to backup withholding because of under-reported interest or dividends on your tax return and
you have not been advised by the IRS that such backup withholding has been terminated.
----------------------------------------------------------------------------------------------------
</Table>


   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING.

               YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
                CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9



<PAGE>   9

--------------------------------------------------------------------------------
             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under the penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within sixty (60) days, 31%
of all reportable payments made to me thereafter will be withheld until I
provide a number.

Signature                                        Date
         -----------------------------------         ---------------------------
--------------------------------------------------------------------------------



<PAGE>   10

               LOST CERTIFICATE AFFIDAVIT AND INDEMNITY AGREEMENT

         The undersigned, being duly sworn, deposes and says:

         1. I familiar with the facts herein certified and am duly authorized to
certify the same.

         2. The undersigned is the registered owner of ________________________
shares of the issued and outstanding common stock, par value $0.01 per share
(the "Common Stock"), of Isolagen Technologies, Inc., a Delaware corporation
(the "Company").

         3. Certificate Number _________________ (the "Stock Certificate"),
representing ______________________________ shares of the Common Stock, has been
lost, mislaid, stolen or destroyed, and the undersigned, after attempting
diligently and in good faith to locate the Stock Certificate, has been unable to
do so. The undersigned has no present knowledge as to the whereabouts of the
Stock Certificate.

         4. In order to allow the undersigned to transfer and surrender the
shares of Common Stock evidenced by the Stock Certificate unto the Company and
American Financial Holding, Inc., a Delaware corporation ("AFH"), the Company
and AFH have agreed that they will accept this Lost Certificate Affidavit and
Indemnity Agreement (the "Agreement") in lieu of the Stock Certificate.

         5. The undersigned now executes this Agreement so that he, she or it
may submit this Agreement in lieu of the Stock Certificate to the Company and
AFH in order to transfer and surrender the shares of Common Stock evidenced by
the Stock Certificate unto the Company and AFH.

         6. The Stock Certificate has not been endorsed by the undersigned,
either in blank or to any person or entity. The undersigned has not sold,
assigned, transferred, hypothecated, pledged, negotiated or otherwise disposed
of the Stock Certificate, in whole or in part, nor any of his, her or its
interest in or right to the Stock Certificate.

         7. There are no outstanding liens, security interests, encumbrances, or
the like on the Stock Certificate or the shares represented thereby, nor has the
undersigned agreed to forbear any action that the undersigned may have a right
to take with respect to it or them.

         8. There are no attachments or executions levied on the Stock
Certificate or the shares of Common Stock represented thereby and no bankruptcy,
insolvency, receivership, or sequestration proceedings are pending against the
undersigned. No application has been made to the appointment of a committee or
guardian for the undersigned's property.

         9. The undersigned is the sole owner of the Stock Certificate and the
shares of Common Stock represented thereby and no other person, firm or
corporation has any ownership interest, right, title, or claim in law or in
equity in the Stock Certificate, the shares represented thereby, or in their
proceeds.

         10. In consideration of the foregoing, the undersigned hereby agrees
for himself, herself or itself and for his, her or its legal representatives,
successors and assigns, at all times to indemnify and hold harmless the Company,
AFH and their parent and subsidiary entities, if any, and their respective
officers, directors, employees, agents, successors in interest, assigns and
affiliates (collectively, the "Indemnified Parties") from and against any and
all claims, actions and suits, whether groundless or otherwise, and against any
and all liabilities, losses, damages, costs, charges (including attorneys'
fees), payments and expenses of every nature and character, arising by reason of
(i) any claim which may be made in respect of the Stock Certificate or any
obligation with respect to the Stock Certificate; (ii) any payment, transfer,
delivery, exchange or other act that any Indemnified Party may make or do in
respect of the Stock Certificate, whether made or done through accident,
oversight or neglect or whether made or done upon presentation thereof without
contesting the propriety of such payment, transfer, delivery, exchange or other
act; (iii) any prior or subsequent transfer of the Stock Certificate or any
right or interest therein; or (iv) any other matter arising out of this
Agreement.

         11. The undersigned further agrees for himself, herself or itself and
for his, her or its legal representatives, successors and assigns, that if the
Stock Certificate comes into the hands or power of any of them, said the Stock



<PAGE>   11

Certificate shall be delivered to the Company or AFH, or their successors in
interest, without further obligation or liability on the part of the Company or
AFH.

         12. This Agreement shall be construed in accordance with the laws of
the State of Texas without reference to its conflicts of laws principles.

         13. This Agreement shall be binding on the undersigned and the
undersigned's successors and assigns, beneficiaries, legatees and
representatives.

         IN WITNESS WHEREOF, this Agreement is executed effective the ____ day
of __________________________, 2001.

                                       Signature:
                                                 -------------------------------
                                       Printed Name:
                                                    ----------------------------
                                       Title:
                                             -----------------------------------


-------------------------------------
Sworn to before me this
day of                        , 2001.
       -----------------------

-------------------------------------
Notary Public for
                  -------------------


[SEAL]