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EXHIBIT 10.8

                                    AGREEMENT

THIS AGREEMENT is between PARK MERIDIAN BANK, a North Carolina banking
association ("Financial Institution"), and FINANCIAL NETWORK INVESTMENT
CORPORATION, a California Corporation ("FNIC"), and is dated for reference as of
July 20, 1995.

                                    Recitals

A.    WHEREAS, Financial Institution is a bank doing business within the State
      of North Carolina, (the "State").

B.    WHEREAS, FNIC is a licensed broker/dealer actively involved in the sale of
      debt and equity securities, mutual funds, fixed and variable annuities,
      insurance and other investment, (collectively referred to as "Products");

C.    WHEREAS, Financial Institution has reviewed the reputation and business
      practices of FNIC prior to entering this agreement; and

D.    WHEREAS, Financial Institution desires to have FNIC make itself available
      to execute orders to purchase and sell Products for customers of Financial
      Institution.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for
other good and valuable consideration, the parties agree as follows:

                                    Agreement

      1.    Introduction of FNIC. The parties shall agree upon certain actions
            to be taken by Financial Institution to introduce the availability
            of FNIC's broker/dealer services.

      2.    Services by FNIC. FNIC will perform the following:

            a.    Advise and assist regarding the placement and setup of FNIC
                  Branch Offices ("Branch Offices") on Financial Institution
                  premises;

            b.    Advise and assist in the development and execution of a
                  general marketing plan;

            c.    Recommend one or more registered representatives to execute
                  orders to purchase and sell Products for customers of
                  Financial Institution, such registered representatives shall
                  be subject to the continuing approval of Financial
                  Institution;

            d.    Recommend and advise Financial Institution on the selection of
                  Products that will be available for sale at Branch Office,
                  which Products shall be subject to the continuing approval of
                  Financial Institution;

            e.    Maintain at all times compliance and procedures guides for the
                  operation of the FNIC program;

            f.    Provide brokerage back office functions, including, but not
                  limited to, commission accounting, due diligence, data
                  processing, trading and operations.

      3.    FNIC Branch Offices; Separation of Business. The parties intend that
            FNIC will open branch Offices at such branches of Financial
            Institution as the parties may agree in the future. FNIC and
            Financial Institution shall maintain strict and total separation of
            their respective businesses, including separation of records and
            physical facilities, and shall conduct their respective businesses
            at all times so as not to lead to confusion between the business
            conducted by Financial Institution and the business conducted by the
            FNIC Branch Office. Any space used by FNIC within a Financial
            Institution branch should be located in an area which is physically
            distinct from the area where retail deposits are taken and shall
            prominently display FNIC's name and logo. Financial Institution
            shall provide space, telephone and telephone lines, (any direct
            lines will be answered with FNIC's name) and furniture to FNIC.
            Financial Institution may provide occasional administrative or
            clerical support as requested by FNIC and if agreed to by Financial
            Institution.


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      4.    Promotional Cooperation. The parties may agree from time to time on
            advertising and promoting the advice and services of FNIC through
            promotional literature mailed to current Financial Institution
            customers and others, newspaper and other media advertisements,
            seminars, and other approaches. Any such advertisements or
            promotions shall contain conspicuous and easy to comprehend
            disclosures concerning the nature of and risk associated with
            nondeposit investment products. The costs of all such marketing
            shall be shared by the parties as they may agree. Each party must
            obtain prior written permission from the other party before
            distributing any advertisement or promotional material of any kind
            that refers to the other party or the advice and services available
            from it.

      5.    Regulatory Compliance by Financial Institution and FNIC. Financial
            Institution and FNIC acknowledge their respective obligations to
            comply with all applicable laws and regulations and specifically
            reference the Securities and Exchange Commission, the National
            Association of Securities Dealers, Inc. (the "NASD"), the Federal
            Deposit Insurance Corporation, the North Carolina Banking
            Commission, and the provisions of the Interagency Statement on
            Retail Sales of Nondeposit Investment Products published by the
            Board of Governors of the Federal Reserve System, the Federal
            Deposit Insurance Corporation, the Officer of Comptroller of the
            Currency and the Office of Thrift Supervision dated February 15,
            1994, a such statement may be amended from time to time (the
            "Interagency Statement"). Each of Financial Institution and FNIC
            agree to conduct its activities in a manner consistent with the
            Interagency Statement. Each of Financial Institution and FNIC
            further agrees to comply with the provisions of FNIC's policies and
            practices guide, to the extent such procedures and policies relate
            to Financial Institution and FNIC, as the case may be, as such guide
            may be modified from time to time, current copies of which FNIC has
            provided or will provide to Financial Institution. FNIC agrees to
            provide to Financial Institution such notices and records necessary
            to permit Financial Institution to comply with Part 344 of the
            regulations of the Federal Deposit Insurance Corporation or any
            successor or replacement regulation. FNIC's and Financial
            Institution's duties and obligations pursuant to the Interagency
            Statement, FNIC's guide and/or Financial Institution's compliance
            manual shall include, but are not limited to, the following:

            a.    Financial institution shall not make any loans to FNIC
                  customers if Financial Institution has actual knowledge that
                  the proceeds of the loan are to be used for the purchase of
                  Securities through FNIC so long as this practice is prohibited
                  by any rule applicable to FNIC or Financial Institution.

            b.    Financial Institution further acknowledges that its employees
                  who are not registered representatives with the NASD shall not
                  recommend the purchase of, or provide detailed information on,
                  the purchase or sale of any Products. Financial Institution
                  shall only inform potential customers of the availability of
                  the services of FNIC.

            c.    Financial Institution acknowledges that it is a "person
                  associated with a broker or dealer" as defined in Section
                  3(a)(18) of the Securities Exchange Act of 1934 as amended.

            d.    Financial Institution shall institute policies and procedures
                  reasonably necessary to insure compliance by its employees
                  with all applicable governmental rules, regulations, orders
                  and statements, including but not limited to, the provisions
                  of the Interagency Statement. In particular, Financial
                  Institution shall issue a written statement (the "Policy
                  Statement") that assesses the risks associated with the
                  activities contemplated by this agreement and provides a
                  summary of the policies and procedures that Financial
                  Institution has established to address these risks. Such
                  policies and procedures and the Policy Statement shall be
                  periodically reviewed, approved and adopted by the board of
                  directors of Financial Institution.

            e.    FNIC and Financial Institution shall each establish and
                  maintain compliance programs which monitor customer complaints
                  and periodically review customer accounts to detect and
                  prevent abusive practices.

      6.    Compensation to Financial Institution and FNIC.

            a.    FNIC shall pay Financial Institution rent in the amount
                  specified in the "Rent Schedule" ("Schedule"), attached hereto
                  and made part hereof as Exhibit "A". The rent as set forth on
                  the schedule shall be negotiated on a calendar quarter basis
                  between the parties. The Schedule as renegotiated shall become


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                  a part of this Agreement and shall supersede and replace all
                  prior Schedules. Such rent shall constitute full and complete
                  compensation to Financial Institution for space used and
                  expenses incurred under this Agreement.

            b.    At Branch offices, transactions shall be effected only by
                  registered representatives associated with FNIC who shall
                  undertake such affiliation with FNIC in addition to their
                  employment by Financial Institution. Each dual affiliate shall
                  enter into a contract with Financial Institution setting forth
                  the terms of such individual's affiliation as a FNIC
                  registered representative and as a Financial Institution
                  employee. Financial Institution shall not have any
                  responsibility for supervision of the brokerage activities
                  performed by registered representatives or for compliance by
                  registered representatives with FNIC's guidelines established
                  for such persons. Financial Institution shall pay the
                  compensation of and provide benefits to the dual affiliates in
                  amounts to be determined solely by Financial Institution. FNIC
                  will not pay any compensation nor withhold any employment
                  taxes nor provide any benefits to such dual affiliates.

            c.    FNIC and Financial Institution shall not structure the
                  compensation of registered representatives in such a way as to
                  result in unsuitable recommendations or sales being made to
                  customers. FNIC further agrees to enter into a written
                  contract with each registered representative and to obtain
                  Financial Institution's approval of the terms of such
                  contract.

            d.    Financial Institution's employees or tellers who participate
                  in referral programs that include compensation features shall
                  not be compensated based on whether or not such referrals
                  result in the sale of Products to the referred party.

            e.    Financial Institution's employees who perform compliance
                  and/or audit functions in connection with FNIC's sale of
                  Products pursuant to the terms of this agreement shall not
                  receive incentive compensation which is directly related to
                  the sale of such Products.

      7.    Term. This Agreement shall continue in force unless terminated by 30
            days' written notice given at any time by any party hereto. This
            agreement shall terminate on any earlier date required by the order
            of any governmental agency with jurisdiction over either party.

      8.    Non-Competition by Financial Institution. Financial Institution
            agrees to direct all its customers' securities, fixed and variable
            annuities and investment advisory business to FNIC during the term
            of this agreement and Financial Institution shall not compete with
            FNIC in the State nor shall it recommend the advice or services of
            any other broker/dealer, insurance agency or investment advisor.

      9.    FNIC Services Not Exclusive. This Agreement shall not restrict the
            ability of FNIC to carry on its business or to open and operate
            branch offices in other locations.

      10.   Customers Accounts Are Controlled By Financial Institution. FNIC
            makes no proprietary claim to customer accounts. In the event this
            Agreement is terminated, FNIC agrees to cooperate, subject to
            applicable securities regulations, in the transfer of all accounts
            associated with and registered representatives employed by Financial
            Institution. Financial Institution agrees for a period of two years
            not to solicit any other retail accounts, registered representatives
            or financial institutions associated with FNIC nor to permit a
            registered representative associated with FNIC to work, directly or
            indirectly, at Financial Institution in the area of marketing
            Products. If accounts are not transferred in a timely manner, then
            FNIC reserves the right to service these accounts as required by
            NASD guidelines. In any event, FNIC will maintain all records
            required by law or regulation.

      11.   Representations and Indemnification.

            a.    FNIC represents and warrants to Financial Institution that it
                  is a California corporation in good standing, that it has or
                  will have all governmental licenses and permits necessary for
                  it to carry on the activities contemplated by this agreement,
                  that it is not the subject of any disciplinary or license
                  revocation proceeding in any jurisdiction and that it may
                  enter into and perform this agreement without violating any
                  law, or any contractual or other obligation it has to anyone
                  else. These representations



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                  shall survive the termination of this agreement. FNIC shall
                  promptly inform Financial Institution if it becomes the
                  subject of any disciplinary or license revocation proceeding,
                  or if it is the subject of any governmental order that affects
                  its right or ability to perform its obligations under this
                  agreement. FNIC shall indemnify and hold Financial Institution
                  harmless against all claims and damages, including attorney's
                  fees, arising out of the broker/dealer activities to be
                  conducted by FNIC pursuant to this agreement or FNIC's breach
                  of this agreement.

                  FNIC represents that upon execution of this agreement it will
                  cause Financial Institution to be listed as an additional
                  insured to FNIC's errors and omissions insurance policy. FNIC
                  agrees to maintain in full force and effect during the term of
                  this agreement the broker/dealer "E&O" insurance coverage in
                  the amount and term as represented to Park Meridian Bank in
                  June 1995 (minimum $10,000,000 aggregate coverage). FNIC does
                  not commit to maintain this policy in perpetuity; at some
                  point in the future this type of policy may not be available
                  or it may only be available at a price or from an insurance
                  carrier deemed not to be acceptable in which event coverage
                  would lapse. FNIC agrees to give Financial Institution prompt
                  notice of the termination or lapse of this insurance policy.

            b.    Financial Institution represents and warrants to FNIC that it
                  is a banking association in good standing, that the terms and
                  provisions of this agreement have been adopted and approved by
                  its board of directors, that it is not the subject of any
                  disciplinary or license revocation proceeding in any
                  jurisdiction and that it may enter into and perform this
                  agreement without violating any contractual or other
                  obligation it has to anyone else. These representations shall
                  survive the termination of this agreement. Financial
                  Institution shall promptly inform FNIC if it becomes the
                  subject of any disciplinary or license revocation proceeding,
                  or if it is the subject of any governmental order, that
                  affects its right or ability to perform its obligations under
                  this agreement. Financial Institution shall indemnify and hold
                  FNIC harmless against all claims and damages, including
                  attorney fees, arising out of the breach by Financial
                  Institution of this agreement or of the provisions contained
                  in the FNIC guide.

      12.   Scope of Assumption. Financial Institution acknowledges and agrees
            that under this agreement FNIC obtains certain rights to offer
            advice and services to customers of Financial Institution, and to
            others. FNIC does not otherwise assume any of the assets or
            liabilities of Financial Institution, which shall remain the
            exclusive property and responsibility of Financial Institution.

      13.   Right of Inspection; Confidentiality. FNIC hereby authorizes
            Financial Institution to monitor and periodically review and verify
            FNIC's and its Registered Representatives' compliance with the terms
            of this agreement and agrees to provide Financial Institution with
            reasonable access to appropriate records in connection with any such
            activities. FNIC shall also provide Financial Institution or its
            regulatory examiners with reasonable access to appropriate records
            in connection with any inspection by Financial Institution or its
            regulatory examiners of FNIC's Branch Offices which Financial
            Institution is required to make pursuant to the rules and
            regulations of state and federal regulatory agencies.

            Financial Institution shall provide FNIC with reasonable access to
            appropriate records in connection with any inspection by FNIC or its
            regulatory examiners of Financial Institution or FNIC's Branch
            Offices, and shall permit FNIC to copy such records, provided that
            such inspection and copying is limited to the broker/dealer
            activities contemplated by this agreement.

            All information obtained or reviewed in such inspections or through
            the course of business during the term of this agreement shall be
            held in strict confidence by FNIC or Financial Institution.
            Financial Institution agrees to return to FNIC any materials
            provided by FNIC upon termination of this agreement and shall not
            use same thereafter. FNIC agrees to return to Financial Institution
            any customer lists or other materials provided by Financial
            Institution upon termination of this agreement and shall not use
            same thereafter. Neither party shall permit any third party to copy
            or use these materials at any time.

      14.   Arbitration. Any claim or controversy arising out of or relating to
            the negotiation, performance or breach of this agreement, the
            meaning of or obligations imposed by this agreement, or the
            arbitrability of any such question including any issue as to the
            jurisdiction of the arbitrator, shall be decided by arbitration
            pursuant to the rules of the American Arbitration Association then
            in effect.



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      15.   Attorneys' Fees. The prevailing party in any arbitration or
            litigation arising from the interpretation or enforcement of this
            agreement shall be entitled to recover its attorneys' fees and
            costs, including those incurred on appeal, as determined by the
            arbitrator or court.

      16.   Notices. All notices, requests, demands and other communications
            under this agreement shall be in writing and shall be deemed to have
            been given on the earlier of the date of actual receipt, or three
            days after mailing if mailed first class, postage prepaid, and
            addressed to the party at the following address:

                                    Park Meridian Bank
                                    6826 Morrison Boulevard
                                    Charlotte, North Carolina 28211
                                    Attn:   Ralph N. Strayhorn, III
                                            Senior Vice President


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                                    Financial Network Investment Corporation
                                    2780 Skypark Drive, Suite 300
                                    Torrance, California 90505
                                    Attn:   John S. Simmers
                                            Executive Vice President

      17.   Partial Invalidity. If any portion of this agreement is held to be
            invalid or unenforceable, the remainder of the agreement shall
            continue in full force and effect.

      18.   Relationship of Parties. Financial Institution and FNIC are
            independent of each other and each party has sole responsibility and
            authority for the conduct of its own business. By the terms of this
            agreement, no party is the agent, employee, joint venturer or
            partner of the other. No party has the right to bind any other party
            in any way.

      19.   Assignment. This agreement shall inure to the benefit of the parties
            and their legal representatives, successors and assigns, but no
            party may assign rights or obligations under this agreement without
            the prior written approval of the other parties hereto.

      20.   Merger. This agreement contains the entire understanding between the
            parties and supersedes any prior understanding and agreements
            between them concerning its subject. There are no other oral or
            written representations, agreements or understandings between them
            relating to its subject. No amendment, modification, or waiver of
            this agreement shall be binding unless executed in writing. No
            waiver of any of the provisions of this agreement shall be a
            continuing waiver unless expressly provided.

IN WITNESS WHEREOF, the parties hereto have executed this agreement on the date
set out next to their respective names.

PARK MERIDIAN BANK
A North Carolina Banking Association

By:      /s/ Kevin T. Kennelly, President
        ---------------------------------

Date:   8-7-95
        ---------------------------------

Tax ID No.:  56-1716464
             ----------------------------


FINANCIAL NETWORK INVESTMENT CORPORATION
A California Corporation

By:     /s/  Jack R. Handy, Jr.
        ---------------------------------

Date:   08-04-95
        ---------------------------------




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