Exhibit 10.2

SPLIT-DOLLAR AGREEMENT


THIS AGREEMENT, made and entered into effective the date set forth below, 
by and among EQUITY CORPORATION INTERNATIONAL, a Delaware corporation, 
(hereinafter referred to as the "Corporation"), and JAMES P. HUNTER, III, 
an individual residing in the State of Texas (hereinafter referred to as 
the "Employee"), and J. PATRICK DOHERTY, an individual residing in the 
State of Texas, Trustee of the James P. Hunter, III Family Trust, pursuant 
to a certain Irrevocable Trust Agreement dated August 27, 1992 (hereinafter 
referred to as the "Owner"), 

WITNESSETH:

WHEREAS, the Employee is employed by the Corporation; and 

WHEREAS, Owner is the owner of a certain policy of life insurance insuring 
the life of Employee (hereinafter referred to as the "Policy"), which is 
described in Exhibit A attached hereto and by this reference made a part 
hereof, and which was issued by Great Southern Life Insurance Company 
(hereinafter referred to as the "Insurer"); and  

WHEREAS, the Corporation is willing to pay the premiums due on the Policy 
as an additional employment benefit for the Employee, on the terms and 
conditions hereinafter set forth; and  

WHEREAS, the Corporation wishes to have the Policy collaterally assigned to 
it by Owner in order to secure the repayment of the amounts which it will 
pay toward the premiums on the Policy; and  

WHEREAS, the parties intend that, by virtue of such collateral assignment 
the Corporation shall receive only the right to be repaid its premium 
payments hereunder, with the Owner retaining all other ownership rights in 
the Policy as specified herein;  

NOW, THEREFORE, in consideration of the premises and of the mutual promises 
contained herein, the parties hereto agree as follows:  

1.  The Owner has acquired the Policy from the Insurer in the total face 
amount of $500,000.00.  The parties hereto shall take any further action 
which may be necessary to cause the Policy to conform to the provisions of 
this Agreement.  The parties hereto agree that the Policy shall be subject 
to the terms and conditions of this Agreement and of the collateral 
assignment filed with the Insurer relating to the Policy.  

2.  a.  The Owner shall be the sole and absolute owner of the Policy, and 
may exercise all ownership rights granted to the owner thereof by the terms 
of the Policy, except as may otherwise be provided herein.  
    b.  It is the intention of the parties to this Agreement and the 
collateral assignment executed by the Owner to the Corporation in 
connection herewith that the Owner shall retain all rights which the Policy 
grants to the owner thereof, except the right of the Corporation to be 
repaid the amounts which it pays toward the premiums on the Policy.  
Specifically, but without limitation, the Corporation shall neither have 
nor exercise any right as collateral assignee of the Policy which could in 
any way defeat or impair the Owner's right to receive the cash surrender 
value or the death proceeds of the Policy, in excess of the amount due the 
Corporation hereunder.  All provisions of this Agreement and of such 
collateral assignment shall be construed so as to carry out such intention.  
3.  On or before the due date of each Policy premium, or within the grace 
period provided therein, the Corporation shall pay the full amount of the 
premium to the Insurer, and shall, upon request, promptly furnish the 
Employee evidence of timely payment of such premium.  The amount of annual 
premiums paid by the Corporation during the six (6) years after the 
effective date of this Agreement shall be no less than $54,000.00 per year.  
The Corporation shall annually furnish the Employee a statement of the 
amount of income reportable by the Employee for federal and state income 
tax purposes, as a result of its payment of such premium. 
4.  To secure the repayment to the Corporation of the amount of the 
premiums under the Policy, the Owner has assigned the Policy to the 
Corporation as collateral, under the form used by the Insurer for such 
assignments, which collateral assignment specifically limits the right of 
the Corporation thereunder to the repayment of its payments toward premiums 
on the Policy hereunder.  Such repayment shall be made from the cash 
surrender value of the Policy (as defined therein) if this Agreement is 
terminated or if the Owner surrenders or cancels the Policy or from the 
death proceeds of the Policy if the Employee should die while the Policy 
and Agreement remain in force.  In no event shall the Corporation have any 
right to borrow against the Policy except for the purpose of paying 
premiums on the Policy following six (6) years after the effective date of 
this Agreement.  Such collateral assignment shall not be terminated, 
altered or amended by the Owner, without the express written consent of the 
Corporation.  The parties hereto agree to take all action necessary to 
cause such collateral assignment to conform to the provisions of this 
Agreement.  
5.  a.  The Owner shall take no action with respect to the Policy which 
would in any way compromise or jeopardize the Corporation's right to be 
repaid the amounts it paid toward premiums on the Policy, without the 
express written consent of the Corporation.  
    b.  The Owner may pledge or assign the Policy, subject to the terms and 
conditions of this Agreement, in order to secure a loan from the Insurer or 
from a third party, in an amount which shall not exceed the cash surrender 
value of the Policy (as defined therein) as of the date to which premiums 
have been paid, less the amount of the premiums on the Policy paid by the 
Corporation hereunder.  Interest charges on such loan shall be the 
responsibility of and be paid by the Owner.    
    c.  The Owner shall have the sole right to surrender or cancel the 
Policy.  If the Policy is surrendered or cancelled, the Corporation shall 
have the unqualified right to receive a portion of the cash surrender value 
equal to the total amount of the premiums paid by it hereunder.  Upon 
receipt of the cash surrender value, the Owner shall pay to the Corporation 
the portion of such cash surrender value to which it is entitled hereunder, 
and shall retain the balance, if any.  
6.  a.  Upon the death of the Employee, the Corporation and the Owner shall 
promptly take all action necessary to obtain the death benefit provided 
under the Policy.  
    b.  The Corporation shall have the unqualified right to receive a 
portion of such death benefit equal to the total amount of the premiums 
paid by it hereunder.  The balance of the death benefit provided under the 
Policy, if any, shall be paid directly to the beneficiary or beneficiaries 
designated by the Owner, in the manner and in the amount or amounts 
provided in the beneficiary designation provision of the Policy.  In no 
event shall the amount payable to the Corporation hereunder exceed the 
Policy proceeds payable at the death of the Employee.  No amount shall be 
paid from such death benefit to the beneficiary or beneficiaries designated 
by the Owner, until the full amount due the Corporation hereunder has been 
paid.  The parties hereto agree that the beneficiary designation provision 
of the Policy shall conform to the provisions hereof.  
7.  a.  The obligations of the Corporation to pay premiums on the Policy 
under this Agreement shall terminate, without notice, upon the occurrence 
of any of the following events: (a) the total cessation of the business of 
the Corporation and its subsidiaries; (b) the bankruptcy, receivership or 
dissolution of the Corporation or (c) the date the Employee is neither (i) 
an employee of the Corporation or a subsidiary corporation (as defined in 
Section 425 of the Internal Revenue Code of 1986, as amended), (ii) a 
director of the Corporation or its successor or (iii) a consultant to the 
Corporation or a subsidiary corporation in accordance with any consulting 
agreement in effect from time to time between Employee and the Corporation 
or any subsidiary corporation; provided however in the event of a "Change-
in-Control" of the Corporation, the provisions of paragraph b. of this 
Section 7 shall apply.
    b.  For purposes of this Agreement, the term "Change-in-Control" shall 
have the meaning provided in the "Executive Severance Agreement" dated 
August 14, 1997, between the Corporation and the Employee.  Immediately 
prior to a "Change-in-Control", the Corporation will create a "rabbi trust" 
for the benefit of Owner pursuant to a trust agreement in such form as is 
approved by counsel for the Corporation and the Owner and the Corporation 
will transfer to such rabbi trust the excess of $324,000.00 over the 
amounts of premiums theretofore paid on the Policy by the Corporation.  
Following such Change-in-Control, this Agreement will continue and the 
trustee of the rabbi trust shall pay the premiums on the Policy as they 
become due thereafter.
8.  At any time during the term of this Agreement, the Owner shall have the 
option of repaying to the Corporation all or any portion of the total 
amount of the premium payments made by the Corporation hereunder and Owner 
shall be authorized to borrow against the cash value of the Policy in order 
to fund such repayment.  Upon receipt of the total amount of the premium 
payments made by the Corporation hereunder, the Corporation shall release 
the collateral assignment of the Policy, by the execution and delivery of 
an appropriate instrument of release.  
9.  The Insurer shall be fully discharged from its obligations under the 
Policy by payment of the Policy death benefit to the beneficiary or 
beneficiaries named in the Policy, subject to the terms and conditions of 
the Policy.  In no event shall the Insurer be considered a party to this 
Agreement, or any modification or amendment hereof.  No provision of this 
Agreement, nor of any modification or amendment hereof, shall in any way be 
construed as enlarging, changing, varying or in any other way affecting the 
obligations of the Insurer as expressly provided in the Policy, except 
insofar as the provisions hereof are made a part of the Policy by the 
collateral assignment executed by the Corporation and filed with the 
Insurer in connection herewith.  
10.  a.  The Corporation is hereby designated as the named fiduciary under 
this Agreement.  The named fiduciary shall have authority to control and 
manage the operation and administration of this Agreement, and it shall be 
responsible for establishing and carrying out a funding policy and method 
consistent with the objectives of this Agreement.  
    b.  The Corporation shall make all determinations concerning rights to 
benefits under this Agreement.  Any decision by the Corporation denying a 
claim by the Owner or its beneficiary for benefits under this Agreement 
shall be stated in writing and delivered or mailed to the Owner or such 
beneficiary.  Such decision shall set forth the specific reasons for the 
denial, written to the best of the Corporation's ability in a manner that 
may be understood without legal or actuarial counsel.  In addition, the 
Corporation shall afford a reasonable opportunity to the Owner or such 
beneficiary for a full and fair review of the decision denying such claim.  
11.  This Agreement may not be amended, altered or modified, except by a 
written instrument signed by the parties hereto, or their respective 
successors or assigns, and may not be otherwise terminated except as 
provided herein.  
12.  This Agreement shall be binding upon and inure to the benefit of the 
Corporation and its successors and assigns, and the Employee, the Owner, 
and their respective successors, assigns, heirs, executors, administrators 
and beneficiaries.  
13.  Any notice, consent or demand required or permitted to be given under 
the provisions of this Agreement shall be in writing, and shall be signed 
by the party giving or making the same.  If such notice, consent or demand 
is mailed to a party hereto, it shall be sent by United States certified 
mail, postage prepaid, addressed to such party's last known address as 
shown on the records of the Corporation.  The date of such mailing shall be 
deemed the date of notice, consent or demand.
14.  This Agreement, and the rights of the parties hereunder, shall be 
governed by and construed in accordance with the laws of the State of 
Texas.  

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in 
duplicate, effective as of the 1st day of January, 1998.

"CORPORATION"
EQUITY CORPORATION INTERNATIONAL

By:  

---------------------------------------
W. Cardon Gerner, Senior Vice President

"EMPLOYEE"

---------------------------------------
James P. Hunter, III

"Owner"

---------------------------------------
J. Patrick Doherty, Trustee



EXHIBIT "A"


The following life insurance policy is subject to the attached Split-Dollar 
Agreement:


Insurer:        Great Southern Life Insurance Company

Insured:        James P. Hunter, III

Policy Number:  1901297

Face Amount:    $500,000