Metropolitan Mortgage & Securities Co., Inc.

                       LONG TERM INCENTIVE PAY AGREEMENT

Long Term Incentive Pay Agreement, hereinafter referred to as Agreement, dated
March 9, 1998, between Metropolitan Mortgage & Securities Co., Inc.,
hereinafter referred to as Company and Cameron E. Williams, hereinafter
referred to as Employee. Company and Employee mutually agree on the terms and
conditions set forth below in consideration for employee's continued
employment with Company and the promises set forth herein.
                                       
1.    Term of agreement.  Subject to the provisions for employment at will
      stated in paragraph 8 below, as stated in Company policies, and as
      agreed as part of the Employee Handbook Receipt and Acknowledgment,
      incorporated herein, this agreement will begin on March 9, 1998, and
      will end on March 8, 2003.

2.    Deferred Compensation.  If Employee is employed continuously until March
      8, 2003, he shall be entitled to receive $715,929.00, without interest,
      provided that Company remains solvent.   Within 5 days of the end of the
      term of this agreement period, Employee will receive full payment of the
      deferred compensation.  Other payment arrangements may be made if agreed
      to between Company and Employee in writing at least 90 days prior to the
      end of the term of the agreement.  Both parties recognize that the
      payment(s) are, according to IRS rulings, subject to Federal Insurance
      Contribution Act (FICA) and Federal Income Tax (IRS) withholding and,
      therefore, Company will withhold applicable FICA and IRS contributions
      when making payment(s) to Employee and will also contribute the
      appropriate amount itself for its share of FICA payments.

3.    Employee to devote full-time to Company.  Employee will devote his
      entire working time, attention, and energies to the business of Company,
      and, during employment, will not engage in any other business activity,
      regardless of whether such activity is pursued for profit, gain, or
      other pecuniary advantage, except by the expressed permission of
      Company.  However, Employee is not prohibited from making personal
      investments in any other business, as long as those investments do not
      require participation in the operation of said businesses.

4.    Restriction on post-employment competition.  For one year following the
      end of his employment, Employee will not, within the United States of
      America, own, manage, operate, control or be employed by, or assist, any
      business that directly competes with Company and its business groups.
      Employee also agrees not to solicit Company's employees or its customers
      for employment or sales purposes. Company may, without waiving the
      protections of this provision, grant Employee the right to engage in
      business otherwise barred by this provision.  Any such permission must
      be in writing and approved by an authorized representative of Company in
      order to be effective.   If Employee violates the terms of this
      restriction, Employer shall be relieved from the duty to make payments
      under paragraph two of this agreement, and if Employee has already
      received payment, Company shall be entitled to receive a full refund of
      any payments made, including associated attorney and court fees incurred
      by Company to recover said payments

5.    Confidentiality.  Employee acknowledges that, during the course of his
      employment, he will become aware of confidential business information,
      including trade secrets, that are not generally known to the public and
      which have commercial value from their limited publication.  Employee
      will not, at any time, during or after his employment with Company,
      reveal any such confidential information or trade secrets to any person,
      or use such confidential information, except as required in the course
      of his duties with Company or at Company's request and direction.

6.    Property rights.  All materials, products, processes, and ideas
      developed, established, used, or marketed during the course of the
      employment contract will be the property of Company and its business
      groups.

7.    Death/Total and Permanent Disability benefit.  In the event Employee
      dies during the term of the agreement, Company will pay to Employee's
      estate or beneficiary a pro-rated amount of the deferred compensation
      rounded to the nearest month of Employee's death.  In the event Employee
      dies following the term of agreement, but before the completion of
      payment(s), Company will continue payment(s) to Employee's estate or
      beneficiary.  In the event Employee becomes fully and permanently
      disabled from carrying out his job duties during the term of the
      agreement, Company will pay to Employee a pro-rated amount of the
      deferred compensation rounded to the nearest month of Employee's total
      and permanent disability.

8.    Termination of Agreement.  The duties imposed upon Company under
      paragraph two and seven of this agreement shall be discharged if
      employee terminates his employment (by resignation, abandonment or
      otherwise) or if employee is terminated for Cause.  Cause shall include,
      but not be limited to, gross misconduct or gross mismanagement of the
      business of Company, insubordination, repeated failure to meet the
      expectations of his supervisor, violation of existing Company policies
      or hereafter as amended and adopted, willful falsification of any
      information that Employee gives to any officer or director of Company,
      Employee's intentional violation of any federal, state, or local law or
      regulation, a determination by a court of competent jurisdiction that
      Employee is prohibited for any reason from performing Employee's duties
      under this agreement, and/or  any fraud, theft, or dishonesty by
      Employee adversely affecting Company, or its business groups, or its
      respective directors, officers or shareholders.  In the case of
      termination for cause due to insubordination, failure to meet
      expectations of supervisors, or violation of Company policies, employee
      shall not be terminated unless he has received written warning and a
      reasonable opportunity (not to exceed thirty days) to correct the
      identified problem.

      In the event Company terminates Employee at its own discretion and
      without Cause, Employee will receive a pro-rated amount of the deferred
      compensation up to and including the date Employee's employment is
      terminated.
      
9.    Waiver and Assignment.  Any waiver of a portion of this contract by
      either party shall not constitute a waiver of any other portion of the
      contract, nor shall a failure to seek redress for a breach of the
      contract constitute a waiver of the right to enforce any other portion
      of the contract.  Employee shall have no rights or power to assign this
      agreement, or any of Employee's rights and duties hereunder and any
      attempted assignment of the same by Employee shall be null and void.

10.   Law and Venue.  This contract is to be construed in accordance with the
      laws of the State of Washington.  Any legal action to enforce this
      contract or for breach of this contract, shall be filed in the Superior
      Court of Spokane County, Washington.  Both parties hereby consent to
      jurisdiction and venue in that court.

11.   Severability.  If any provision of this contract shall be found to be
      unenforceable, all other provisions shall remain in effect as if the
      unenforceable provision had never  been included in the contract at all.

12.   Entire agreement.  This agreement supersedes and replaces all prior
      discussions, understandings, and oral agreements between the parties and
      contains the entire understanding and agreement between them on the
      matters set forth herein.  Moreover, this agreement cannot be modified
      by the parties except by an instrument that is signed by the party or
      parties against whom such modification is sought to be enforced.

IN WITNESS WHEREOF, the parties have caused this agreement to be signed and
validly executed to be effective as of the date set forth above.


Metropolitan Mortgage & Securities Co., Inc.

/S/ C. PAUL SANDIFUR, JR.

By: ____________________________________              Date: 3/9/98
       C. Paul Sandifur, Jr., President and CEO


/S/ CAMERON E. WILLIAMS

By: __________________________________                      Date: 3/2/98
        Cameron E. Williams