EXHIBIT 10 (c)

                            CUT-THROUGH AGREEMENT


      This Cut-Through Agreement (this  "Agreement", dated as  of  June  26,
 2001, is entered into  by and among AMERICAN  HALLMARK INSURANCE COMPANY  OF
 TEXAS (together with its successors and permitted assigns, the "Reinsurer"),
 AMERICAN HALLMARK GENERAL  AGENCY, INC.  (together with  its successors  and
 permitted  assigns,  the  "General  Agent"),  HALLMARK  FINANCE  CORPORATION
 (together with its  successors and permitted  assigns, "Hallmark") and  FPF,
 INC. (together with its successors and assigns, "FPF").

       PRELIMINARY STATEMENTS:

      (1)  Hallmark from time to time enters into premium finance  agreements
 (each a "Premium Finance Agreement") pursuant to which Hallmark finances all
 or a portion of the premium payable for insurance policies (each a "Financed
 Insurance Policy") issued by State and County Mutual Fire Insurance  Company
 ("State and County Mutual") and, in connection therewith, Hallmark obtains a
 security interest in such Financed Insurance Policies (including all  rights
 to  receive  payment   of  unearned  premiums   and  commissions  upon   the
 cancellation thereof).

      (2)  Pursuant to  the 100%  Quota Share  Reinsurance Agreement  between
 State and County Mutual and the Reinsurer with an effective date of  July 1,
 1998 (as amended or otherwise modified  from time to time, the  "Reinsurance
 Agreement"), the Reinsurer reinsures  100% of the  liabilities of State  and
 County Mutual under the "Policies" (as defined therein), and in exchange the
 Reinsurer is entitled  to receive  100% of  the "Net  Premiums" (as  defined
 therein) relating to such  Policies (net of certain  fees and other  amounts
 specified therein).  All of the  Financed Insurance Policies are, and  shall
 at all times be, included within the "Policies" which are the subject of the
 Reinsurance Agreement.

      (3)  All of the Financed Insurance Policies are produced by or  through
 the General  Agent and  the General  Agent  may from  time to  time  receive
 certain commissions in connection therewith.

      (4)  FPF has agreed to purchase receivables (the "Premium Receivables")
 arising under the Premium Finance Agreements from Hallmark pursuant to  that
 certain Sale and Assignment Agreement dated as of November 18, 1999  between
 FPF and Hallmark (as  amended or otherwise modified  from time to time,  the
 "Sale Agreement").

      (5)  Hallmark services and collects  the Premium Receivables on  behalf
 of FPF pursuant  to a  Premium Receivable  Servicing Agreement  dated as  of
 November 18, 1999 between FPF and Hallmark (as amended or otherwise modified
 from time to time, the "Servicing Agreement").

      (6)  The Reinsurer  and  the  General  Agent  are  entering  into  this
 Agreement in order to induce (a) Hallmark to enter into the Premium  Finance
 Agreements and (b) FPF to purchase Premium Receivables pursuant to the  Sale
 Agreement.

      NOW, THEREFORE, in consideration of the premises and for other good and
 valuable consideration, receipt of which is hereby acknowledged, the parties
 hereto agree as follows:

      SECTION 1.  Unearned Premiums.  Upon the termination or cancellation of
 any Financed Insurance Policy,  the Reinsurer and  the General Agent  hereby
 jointly and severally agree to  pay to FPF an  amount equal to all  unearned
 premiums and  commissions with  respect to  such Financed  Insurance  Policy
 (whether or  not such  premiums or  commissions  were actually  received  or
 retained by the Reinsurer or the  General Agent) and all other amounts  owed
 by  State  and  County  Mutual  in  connection  with  such  termination   or
 cancellation pursuant  to the  terms of  such Financed  Insurance Policy  or
 applicable law (collectively,  "Unearned Premiums").   Without limiting  the
 generality of the foregoing, the liability of the Reinsurer and the  General
 Agent shall  extend to  all obligations  which would  be owed  by State  and
 County Mutual in connection with a termination or cancellation of a Financed
 Insurance Policy but for the fact that such obligations are unenforceable or
 not allowable due to the bankruptcy or insolvency of State and County Mutual
 or the placement of  State and County  Mutual in supervision,  conservation,
 receivership,  rehabilitation  or   liquidation  by   any  state   insurance
 department, court or  other regulatory, administrative  or judicial body  or
 the occurrence  of  any  similar  event.   The  Unearned  Premiums  will  be
 deposited on behalf of FPF in accordance with the Servicing Agreement within
 thirty (30)  days of  the date  on which  State and  County Mutual  receives
 written notice  that  the  applicable Financed  Insurance  Policy  has  been
 terminated or cancelled.

      SECTION 2.  Obligations Absolute.  The Reinsurer and the General  Agent
 hereby agree that their obligation to pay Unearned Premiums to FPF shall  be
 absolute and unconditional, regardless of:

           (i)  any termination of the Reinsurance Agreement;

           (ii) whether or not  the Reinsurer or  the General Agent  actually
      receives or retains all or any  portion of the premiums or  commissions
      with respect to any Financed Insurance Policy;

           (iii whether or not  the Reinsurer or  the General  Agent has  any
      obligation to pay such  Unearned Premiums to  State and County  Mutual,
      any liquidator,  receiver  or similar  official  for State  and  County
      Mutual or  any other  person or  entity pursuant  to the  terms of  the
      Reinsurance Agreement, applicable law or otherwise;

           (iv) any default by State  and County Mutual  with respect to  its
      obligations under or with respect to  any Financed Insurance Policy  or
      the Reinsurance Agreement;

           (v)  any bankruptcy or  insolvency of State  and County Mutual  or
      the placement of State and County Mutual in supervision,  conservation,
      receivership, rehabilitation  or  liquidation by  any  state  insurance
      department, court or other regulatory, administrative or judicial  body
      or the occurrence of any similar event;

           (vi) any law, regulation or  order now or  hereafter in effect  in
      any jurisdiction  affecting any  of the  terms of  the Premium  Finance
      Agreements or  the  Reinsurance Agreement  or  the obligations  of  the
      Reinsurer, the General Agent or State and County Mutual with respect to
      Unearned Premiums or the rights of Hallmark or FPF with respect to  any
      of the foregoing;

           (vii) any  lack  of validity  or  enforceability of  any  Financed
      Insurance  Policy,  any  Premium  Finance  Agreement,  the  Reinsurance
      Agreement, the  Sale Agreement  or any  other agreement  or  instrument
      relating thereto; or

           (viii) any  other  event  or circumstance  whatsoever  that  might
      otherwise constitute a  defense available to,  or a  discharge of,  the
      Reinsurer or the General Agent.

 The obligations of the Reinsurer and the General Agent under this  Agreement
 are independent  of (x) the  obligations of  State  and County  Mutual  with
 respect  to  the   Financed  Insurance  Policies   and  (y) the   respective
 obligations of the Reinsurer  and the General Agent  under or in  connection
 with the Reinsurance Agreement.  In  the event the Reinsurer or the  General
 Agent pays the amount of any Unearned Premium to State and County Mutual  or
 any other person or entity  (including, without limitation, any  liquidator,
 receiver or  similar official  for State  and County  Mutual), such  payment
 shall not discharge the Reinsurer or the General Agent from its  obligations
 hereunder unless (and  then only  to the  extent) such  payment is  actually
 received by FPF.  A separate action or actions may be brought and prosecuted
 against each  of  the Reinsurer  and  the  General Agent  to  enforce  their
 respective obligations  under  this  Agreement.    The  obligations  of  the
 Reinsurer and  the  General Agent  shall  continue  to be  effective  or  be
 reinstated, as the case  may be, if at  any time any payment  of any of  the
 Unearned Premiums is rescinded or must otherwise be returned by FPF upon the
 bankruptcy, insolvency, liquidation  or placement in  receivership of  State
 and County Mutual,  the Reinsurer, the  General Agent or  otherwise, all  as
 though such payment had not been made.

      SECTION 3.  Waivers; No Set-Off.  Each of the Reinsurer and the General
 Agent hereby  waives promptness,  diligence, notice  of acceptance  and  any
 other notice with respect to any of their respective obligations under  this
 Agreement and any requirement that Hallmark or FPF protect, secure,  perfect
 or insure  any security  interest or  lien or  any property  subject to  any
 Premium Finance Agreement or exhaust any  right or taken any action  against
 State and County Mutual or  any other person or  entity or any collateral.
 Each of the Reinsurer and the General Agent hereby waives and agrees not  to
 assert any right of set-off with  respect to payments otherwise owing by  it
 hereunder.

      SECTION 4.  Costs and  Expenses.  The Reinsurer and  the General  Agent
 jointly and severally agree to pay  any and all expenses (including  counsel
 fees and expenses) incurred by Hallmark or FPF in enforcing any rights under
 this  Agreement  (whether   through  negotiations,   legal  proceedings   or
 otherwise).

      SECTION 5.  Assignments.  Neither the Reinsurer  nor the General  Agent
 shall be entitled to assign any of their rights or obligations hereunder  to
 any person or entity.  Hallmark has assigned all of its rights and interests
 hereunder to FPF pursuant  to the Sale Agreement  and each of the  Reinsurer
 and the General  Agent hereby  consents to such  assignment.   FPF shall  be
 entitled to assign or  otherwise transfer all or  any portion of its  rights
 and obligations hereunder  to any  other person  or entity,  and such  other
 person or entity shall thereupon become  vested with all the rights  granted
 to  FPF herein.  Without limiting the generality  of the foregoing, each  of
 the parties hereto hereby acknowledges that (i) FPF has assigned all of  its
 rights hereunder  to  FPF Trust,  a  Delaware business  trust  (AFPF  Trust)
 pursuant to  that certain  Master Premium  Receivables Sale  and  Assignment
 Agreement dated as of  February 27, 1998 (as  amended or otherwise  modified
 from time to time, the "FPF Sale Agreement") and (ii) FPF Trust has  granted
 a security interest in all of its rights hereunder to Wells Fargo Bank West,
 N.A. (formerly known as  Norwest Bank Colorado, N.A.),  as trustee (in  such
 capacity, the "Trustee") pursuant to that certain Amended and Restated  Loan
 and Security Agreement dated  as of June 30, 1999  (as amended or  otherwise
 modified from time to time, the "FPF Trust Loan and Security Agreement")  by
 and among FPF Trust, Flatiron Credit Company, Inc., Autobahn Funding Company
 LLC, the Trustee and DG Bank  Deutsche Genossenschaftsbank AG, as agent  (in
 such capacity, the "Agent").  The  parties hereto agree that FPF Trust,  the
 Agent and  the  Trustee  are  express  third  party  beneficiaries  of  this
 Agreement and the  Agent (on behalf  of itself, FPF  Trust and the  Trustee)
 shall be  entitled to  exercise all  rights  and shall  be entitled  to  all
 benefits accorded to FPF hereunder.

      SECTION 6.  Amendments, Etc.  No amendment  or waiver of any  provision
 of this Agreement, and no consent to  any departure by the Reinsurer or  the
 General Agent herefrom,  shall in  any event  be effective  unless the  same
 shall be in writing and signed by Hallmark, FPF and the Agent, and then such
 waiver or consent shall be effective  only in the specific instance and  for
 the specific purpose for which given.

      SECTION   7.  Addresses   for    Notices.  All   notices   and    other
 communications  provided  for  hereunder  shall  be  in  writing  (including
 telecopier communication) and mailed, telecopied or  delivered to it, if  to
 the Reinsurer, at its  address at 14651 Dallas  Parkway, Suite 900,  Dallas,
 Texas   75240, Telecopy  No. (972)  788-0520, Attention:  Linda H.  Sleeper,
 President; if to the General Agent, at its address at 14651 Dallas  Parkway,
 Suite 900, Dallas,  Texas  75240,  Telecopy No.  (972) 788-0520,  Attention:
 Linda H. Sleeper, President; if to Hallmark, at its address at 14651  Dallas
 Parkway, Suite  900, Dallas,  Texas   75240,  Telecopy No.  (972)  788-0520,
 Attention: Linda  H.  Sleeper,  President;  if to  FPF  at  its  address  at
 600 Seventeenth  Street,  Suite 1900S,  Denver,  Colorado  80202,   Telecopy
 No. (303) 534-0410, Attention: Robert A. Pinkerton, Chief Executive Officer,
 and if to the Agent, at its address at 609 Fifth Avenue, New York, New  York
 10017, Attention: Robert  A. Pinkerton,  Chief Executive  Officer,  Telecopy
 No. (212) 745-1651 or, as to any such party, at such other address as  shall
 be designated by such party in  a written notice to  each other party.   All
 such notices  and other  communications shall,  when mailed,  telecopied  or
 delivered,  be  effective  when  deposited  in  the  mails,  telecopied   or
 delivered, respectively; provided that any notice given by the General Agent
 or the Reinsurer pursuant to Section 9  shall be effective only upon  actual
 receipt of such notice by Hallmark, FPF and the Agent.

      SECTION 8.  No Waiver; Remedies.  No failure  on the part of  Hallmark,
 FPF or  the  Agent  to exercise,  and  no  delay in  exercising,  any  right
 hereunder shall operate as a waiver thereof; nor shall any single or partial
 exercise of  any right  hereunder preclude  any  other or  further  exercise
 thereof or the exercise  of any other right.   The remedies herein  provided
 are cumulative and not exclusive of any remedies provided by law.

      SECTION 9.  Continuing Agreement.  This Agreement shall remain in  full
 force and effect until  the date specified by  the Reinsurer or the  General
 Agent upon not less than sixty (60) days written notice to Hallmark, FPF and
 the Agent;  provided that  no such  termination  shall diminish,  modify  or
 otherwise affect  the obligations  of the  Reinsurer  or the  General  Agent
 hereunder with respect to Financed Insurance Policies issued on or prior  to
 such sixtieth day,  and each of  the General Agent  and the Reinsurer  shall
 continue to  be  liable hereunder  with  respect to  all  Unearned  Premiums
 arising in connection with such Financed Insurance Policies (whether arising
 on, before or after such sixtieth day).

      SECTION 10.  Governing Law.  THIS AGREEMENT  SHALL BE GOVERNED BY,  AND
 CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TEXAS.

      IN WITNESS  WHEREOF,  each  of the  parties  hereto  have  caused  this
 Agreement to be duly  executed and delivered by  its officer thereunto  duly
 authorized as of the date first above written.

                               AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS


                               By:
                               Name:  Linda H. Sleeper
                               Title: President & Chief Executive Officer


                               AMERICAN HALLMARK GENERAL AGENCY, INC.


                               By:
                               Name:  Linda H. Sleeper
                               Title: President & Chief Executive Officer


                               HALLMARK FINANCE CORPORATION


                               By:
                               Name:  Linda H. Sleeper
                               Title: President & Chief Operating Officer


                               FPF, INC.


                               By:
                                 Name:
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