**Exhibit 10.8**
**STOCK PURCHASE AGREEMENT**
     This STOCK PURCHASE AGREEMENT ***(“Agreement”)*** is dated June 30, 2003, and isentered into by and between LIBERTÉ INVESTORS INC., a Delaware corporation (the***“Company”***), and DONALD J. EDWARDS, a resident of the State of Illinois***(“Edwards”).***
     WHEREAS, in accordance with the terms and conditions of Section 4(h) ofthat certain Employment Agreement dated as of July 1, 2002, by and betweenEdwards and the Company (the ***“Employment Agreement”***), the Company has agreed tosell to Edwards up to 333,333 shares of its common stock, par value $0.01 pershare (the ***“Purchased Shares”***), at a purchase price of $3.00 per share; and
     WHEREAS, Edwards previously purchased 166,667 shares of the PurchasedShares pursuant to his Employment Agreement, as evidenced by that certain StockPurchase Agreement dated as of July 9, 2002, by and between Edwards and theCompany; and
     WHEREAS, Edwards now desires to purchase and the Company has agreed tosell the remaining 166,666 shares (the ***“Shares”***) of the Purchased Shares at apurchase price of $3.00 per Share, in accordance with the terms of theEmployment Agreement.
     NOW, THEREFORE, in consideration of the mutual covenants contained hereinand in the Employment Agreement and other good and valuable consideration, thesufficiency of which are hereby acknowledged, the parties to this Agreementagree as follows:
1. SALE OF STOCK
     1.1    Sale of Stock. Subject to the terms and conditions stated in thisAgreement, the Company shall sell, assign, transfer and deliver the Shares toEdwards, and Edwards shall purchase the Shares from the Company upon executionof this Agreement (the ***“Closing”***).
     1.2.    Purchase Price. The purchase price to be paid by Edwards to theCompany for the Shares is $3.00 per share (the ***“Purchase Price”***), which amountshall be paid in cash at Closing by wire transfer or by delivery by Edwards tothe Company of a cashier’s or bank check by overnight delivery on the businessday immediately following the Closing.
     1.3.    Representation by Edwards. Edwards hereby represents and warrants tothe Company that he is acquiring the Shares for his own account and forinvestment purposes and not with a view to their distribution within themeaning of Section 2(11) of the Securities Act of 1933, as amended.
2. CLOSING OF PURCHASE
     2.1.    Closing. The purchase and sale transaction referred to in Section1.1 shall take place on the date hereof at the offices of the Company inDallas, Texas, or at such other time and place as the parties to this Agreementshall mutually agree upon.
 

 

     2.2.    Closing Deliveries. At or promptly following the Closing, (i)Edwards shall deliver to the Company the Purchase Price, as provided above, and(ii) the Company shall deliver to Edwards a certificate representing the Sharesbeing sold on such date.
3. MISCELLANEOUS
     3.1.    Captions. The captions used in this Agreement are for referencepurposes only, and shall not in any way affect the meaning or interpretation ofthis Agreement.
     3.2.    Parties in Interest. This Agreement shall be binding upon and shallinure to the benefit of the parties to this Agreement and their respectiveheirs, executors, administrators, successors and assigns.
     3.3.    Counterparts. This Agreement may be executed in two or morecounterparts, all of which taken together shall constitute one instrument.
     3.4.    Entire Agreement. This Agreement and the Employment Agreementcontain the entire understanding of the parties to this Agreement with respectto the subject matter contained in this Agreement. This Agreement and theEmployment Agreement supersede all prior agreements and understandings betweenthe parties with respect to such subject matter.
     3.5.    Survival of Representations and Covenants. All representations,warranties, covenants, and agreements made by the respective parties to thisAgreement hereto shall survive the consummation of the transactionscontemplated by this Agreement.
     3.6.    Further Assurances. Each of the parties to this Agreement agreesthat it will perform all such further acts and execute and deliver all suchfurther documents as may be reasonably required in connection with theconsummation of the transactions contemplated hereby in accordance with theterms of this Agreement.
     3.7.    Governing Law. THIS AGREEMENT IS MADE PURSUANT TO, WILL BECONSTRUED UNDER, AND WILL BE CONCLUSIVELY DEEMED FOR ALL PURPOSES TO HAVE BEENEXECUTED AND DELIVERED UNDER, THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE,WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICT OF LAWS.
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     IN WITNESS WHEREOF, the parties to this Agreement have executed thisAgreement as of the date first written above.         **THE COMPANY**: LIBERTÉ INVESTORS INC.           By:     /s/ Ellen V. Billings     Name:     Ellen V. Billings  Title:     Vice President, Secretary and Treasurer         **EDWARDS**:       /s/ Donald J. Edwards    Donald J. Edwards