<PAGE>   1
(a)     Exhibits
        10.4.6   Lease Purchase Agreement, dated June 30, 1997, by and between 
                 Heartland Bank and Granite Financial Acquisition Corp. I.


                                 EXHIBIT 10.4.6
                    GRANITE FINANCIAL, INC. AND SUBSIDIARIES
                            LEASE PURCHASE AGREEMENT

          This Lease Purchase Agreement (the "Agreement") is entered into as of
this 30th day of June, 1997, by and between Granite Financial Acquisition Corp.
I, a Delaware corporation ("Seller"), and Heartland Bank, a federal savings
bank ("Purchaser").

                                    RECITALS

          A. Seller is a wholly owned subsidiary of Granite Financial, Inc., a
Delaware corporation.

          B. Effective as of March 31, 1997, Seller acquired all of the assets
and business of Global Finance & Leasing, Inc., a Michigan corporation
("Global"), including equipment lease agreements entered into by Global, as
lessor, with various third party lessees.

          C. Subsequent to the acquisition of Global's assets and business,
Seller has continued to originate and fund equipment lease agreements of the
type previously originated by Global.

          D. Purchaser is a federal savings bank which in the ordinary course
of business may purchase equipment lease agreements of the type originated by
Global and/or Seller.

          E. From time to time, Seller desires to sell and Purchaser desires to
purchase equipment lease agreements originated by Global and/or Seller.

          D. Seller and Purchaser desire to enter into this Agreement to
provide the terms and conditions which will govern the sale of such equipment
lease agreements from Seller to Purchaser.

          NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises and agreements contained herein, the parties hereby agree as
follows:

1.        Definitions.

          In addition to other defined terms set forth in this Agreement, the
following terms shall have the meaning indicated.

          "Assignment" shall mean the document by which the sale of Paper (as
hereinafter defined) is effectuated and evidenced and shall be in the form
attached hereto as Exhibit "A."


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          "Closing Date" for the sale of each respective package of Paper (as
hereinafter defined) shall mean the latter of (1) the date of delivery to and
acceptance by, Purchaser of the Assignment related to such Paper, and (2) the
date of receipt of payment by Seller of the purchase price for such Paper.

          "Equipment" shall mean machines, equipment and other personal
property subject to the Paper (as hereinafter defined). 

          "Obligor" shall mean the party obligated to make payments pursuant to
the terms and conditions of the Paper (as hereinafter defined).

          "Paper" shall mean the equipment lease agreements originated by
Global or Seller and owned by Seller.

          "Transaction" shall mean any transaction evidenced by the Paper
submitted to Purchaser by Seller to be purchased by and assigned to Purchaser.

2.        Offering of Paper.

          A. Seller may offer, from time to time, to sell Paper to Purchaser
and Purchaser may, in its sole discretion, purchase such Paper as may be
acceptable to it. Unless and until execution of an Assignment for particular
Paper, Seller shall be under no obligation to offer Paper for sale to Purchaser
and Purchaser shall be under no obligation to purchase the offered Paper.

          B. All Paper shall be evidenced by lease or financing forms
acceptable to Purchaser in its reasonable discretion or such other forms,
including revisions thereof, as may be specifically approved by Purchaser.

3.        Conveyance of Paper and Seller's Collateral Interest; Purchase Price.

          A. Subject to the terms and conditions hereof and upon Purchaser's
payment of the purchase price to Seller, Seller hereby sells, assigns,
transfers, and conveys to Purchaser, and its successors and assigns, and
Purchaser hereby accepts and assumes good, marketable and lien-free title in
and to the Paper offered and sold to Purchaser hereunder with respect to the
following rights and benefits thereunder: (i) all payments and other
obligations to be made or performed by the Obligor under the Paper from the
effective date such Paper is assigned to Purchaser hereunder through the stated
expiration of the term of such Paper, but excluding payments to be made by the
Obligor to purchase the Equipment at the expiration of the term as set forth
under (y) below (referred to herein as the "Stated Term Obligations") and (ii)
any and all guarantees issued and additional collateral assigned in connection
therewith. Seller is retaining for its own account and is not selling,
assigning, transferring or conveying to Purchaser the following rights and
benefits under such Paper (x) advance or down payments not included in the sale
(as specified in the related Assignment), (y) payments to be made by the
Obligor to purchase the Equipment subject to the Paper upon expiration of the
stated term of the Paper, whether mandatory or at the option of the Obligor and
(z) payments to be made by the Obligor under the Paper after the complete
performance and payment of all obligations and amounts due under the Paper
during its stated term, including, without limitation, payments made upon any
extension, 

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renewal or holding over by the Obligor beyond the stated term of
such Paper.

          B. As security for the performance of the obligations of each
respective Obligor(s) under the related Paper and of the Seller's and
Purchaser's obligations hereunder and thereunder, Seller hereby grants to
Purchaser a continuing, valid, perfected and enforceable first priority
security interest and lien in and to the Paper, the Reserve Account, all
amounts held in the Reserve Account, the Equipment and proceeds thereof
including, without limitation, insurance proceeds.

          C. Concurrent with the execution of this Agreement, Seller and
Purchaser are also entering into a Lease Service Agreement (the "Lease Service
Agreement"). Pursuant to the Lease Service Agreement, Seller will service and
collect, on behalf of Purchaser, all Paper sold by Seller to Purchaser
hereunder.

          D. Purchaser shall pay a total purchase price (the "Purchase Price")
to Seller for each Paper sold to Purchaser hereunder equal to the present value
of the remaining payments due from the Obligors during the stated term of such
Paper that is being purchased by Purchaser hereunder, discounted at 12% per
annum. The calculation and exact amount of the Purchase Price for each
transaction hereunder shall be agreed upon by Purchaser and Seller and shall be
set forth in the Assignment related thereto. Any and all advance or down
payments assigned to Purchaser shall be paid to Purchaser or credited against
its purchase obligation at the time of assignment or sale of the Paper to
Purchaser. The Purchase Price shall be paid to Seller as follows: (i) upon
closing of each sale of Paper, an amount equal to 85% of the Purchase Price for
such sale paid directly to Seller; and (ii) the remaining 15% of such Purchase
Price shall be paid into a reserve account to be established and maintained as
provided under Section 5 hereof.

          E. All Paper shall, as of the respective dates of its purchase by or
assignment to Purchaser, be duly endorsed in favor of Purchaser and all title
retention or lien instruments including but not limited to UCC financing
statements and assignments, leases, or guarantees thereof shall be duly and
validly assigned to Purchaser. Seller hereby appoints Purchaser as its attorney
in fact with a durable power coupled with an interest to execute all such
endorsements or assignments on behalf of Seller in the event that Seller fails
to do so. This power of attorney is intended to be a durable power coupled with
an interest which shall terminate only following expiration or termination of
this Agreement plus any further period during which the relevant Paper is
continuing in effect.

4.        Notification to Obligor(s). Since Seller will service all Paper 
purchased by Purchaser hereunder, Seller and Purchaser agree that the
Obligor(s) shall not be notified of the sale of the Paper to Purchaser, except
as hereafter provided.

          A. Upon request by Purchaser, Seller shall, within 30 days following
receipt of such request, supply Purchaser with undated notices to the Obligors
notifying such Obligors of Seller's assignment of such Paper to Purchaser (the
"Assignment Notice").

          B. Purchaser agrees not to forward any Assignment Notice (and,
thereby, notify such Obligor of the assignment to Purchaser) to any Obligor(s)
except in the situation where Seller is in default under Paragraph 5(C) or
fails to perform any of its other covenants and obligations 

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under this Agreement or the Lease Service Agreement and Seller fails to cure 
such failure within thirty (30) days after written notice describing such 
failure is given by Purchaser to Seller.

5.        Limited Recourse; First Payment Default; Reserve Account.

          A. Purchaser acknowledges that Seller makes no representations or
warranty with respect to the financial ability of any Obligor to make payments
required under the respective Paper and shall not be liable to Purchaser for
any failure of an Obligor to make such payments except (i) as a result of a
breach of any representation, warranty or covenant made by Seller hereunder, or
(ii) as expressly provided in this Section 5.

          B. Notwithstanding anything to the contrary contained herein, in the
event that the first payment due under Paper assigned by Seller to Purchaser
becomes 30 days or more past due, Purchaser may tender the related Paper to
Seller for repurchase by Seller (a "Reassignment"). Such Reassignment shall
effect a reassignment to Seller, without warranty (and conditioned on payment
by Seller (as provided below), of the Reassignment Price). Within five (5)
business days of receipt of such Reassignment, Seller shall repurchase the
applicable Paper for an amount equal to the total Purchase Price for such
Paper, less any payments paid to and collected by Purchaser with respect to
such Paper (the "Reassignment Price"). Such Reassignment Price shall be paid as
follows: (i) by Purchaser transferring from the Reserve Account to its own
account an amount equal to the amount originally deposited into the Reserve
Account for such Paper, and (ii) by Seller paying to Purchaser such remaining
amount of the Reassignment Price, after deducting the amount transferred under
(i) above. Upon receipt by Purchaser of such Reassignment Price, Seller shall
assume all rights and obligations under the Paper. Purchaser shall forthwith
return to Seller all Paper with respect to the reassigned transactions. If the
Reassignment Price is not received by Purchaser within five (5) business days
of receipt of such Reassignment, Seller acknowledges and agrees that Purchaser
may deduct the entire Reassignment Price from the Reserve Account or any
proceeds of sale of any subsequent Closing Date.

          C. As provided under Section 3 D, an amount equal to 15% of the total
Purchase Price for Paper sold hereunder shall be deposited by Purchaser into an
interest bearing money market deposit account of Seller to be established and
opened at Heartland Bank (the "Reserve Account"). Such Reserve Account shall be
restricted and Purchaser shall be the only party entitled to make withdrawals
or transfers of amounts held therein. Seller shall keep the Reserve Account and
all amounts deposited therein free and clear of all liens and encumbrances,
except in favor of Purchaser. If any payment due from an Obligor under Paper
purchased hereunder becomes 90 days or more past due (the "Defaulted Paper"),
Purchaser shall have the right to withdrawal an amount from the Reserve Account
equal to the sum of (i) the past due payments plus 12% per annum on such past
due payments for the period of time past due and (ii) the present value of the
remaining payments due under such Paper during its stated term, discounted at
12% per annum (the "Defaulted Price"). Purchaser shall promptly notify Seller
of any withdrawals made from the Reserve Account for Defaulted Paper, which
notice shall include identification of the Defaulted Paper and supporting
calculations for the Defaulted Price. Upon withdrawal of an amount equal to the
Defaulted Price from the Reserve Account, Purchaser shall assign, transfer and
convey to Seller all of Purchaser's remaining right, title and interest in and
to 

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<PAGE>   5

such Defaulted Paper. If the Reserve Account or any amounts deposited therein
become subject to any lien, attachment, garnishment or levy or if such amounts
are seized to satisfy a judgement, Seller shall be in immediate default
hereunder. All amounts remaining in the Reserve Account following the
expiration of the stated term of all Paper purchased hereunder and performance
of all Stated Term Obligations of the Obligors thereunder, shall be transferred
by Purchaser to Seller.

6.        Representations and Warranties of Seller.

          A. Seller represents and warrants that as of each respective Closing
Date of the Paper to Purchaser:

             (1) Seller is a corporation duly organized, validly existing and
                 in good standing under the laws of Delaware;

             (2) There are no pending or threatened actions or proceedings
                 before any court or administrative agency that could have a
                 material adverse effect on Seller or its ability to transfer a
                 first priority security interest in and to the Paper and the
                 Equipment;

             (3) The execution, delivery and performance of this Agreement and
                 all other instruments and documents to be delivered by Seller
                 hereunder, as such instruments pertain to each respective sale
                 of Paper hereunder, have been duly authorized by all necessary
                 corporate action and do not contravene any provision of law or
                 any agreement or indenture by which Seller is bound or by
                 which its properties may be affected, or its articles of
                 organization or operating agreement;

             (4) All Seller furnished documentation in connection with each
                 respective sale of Paper hereunder, shall be in conformity
                 with all applicable laws and regulations, including but not
                 limited to applicable laws related to usury;

             (5) Seller has made no misrepresentations to any Obligor with
                 respect to such Paper or the Equipment subject thereto;

             (6) Seller has fully informed Purchaser of all material
                 information known to Seller concerning such Paper, the Obligor
                 and the Equipment subject thereto;

             (7) This Agreement constitutes Seller's legal, valid and binding
                 obligation enforceable against Seller in accordance with its
                 terms.

          B. Seller makes the following representations, warranties and
covenants as of each respective Closing Date with respect to each Transaction
and the related Paper subject thereto:

             (1) All such Paper (i) is and shall be genuine and enforceable,
                 subject to 

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                 bankruptcy, insolvency, and similar laws affecting creditors'
                 rights in general and to the availability of equitable
                 remedies, (ii) has been validly executed by the Obligor named
                 therein, any guarantors thereof and by the Seller, and (iii)
                 is the only instrument(s) concerning the Transaction, the
                 Paper, the lease or financing of the Equipment and payments or
                 performance by the Obligor with respect thereto which have
                 been executed by the Obligor and the Seller;

             (2) The terms of the Paper are true and correct as to the terms
                 recited therein and accurately reflect the terms and
                 conditions of the Transaction between Seller and the
                 Obligor(s);

             (3) The information set forth on the Schedule A to the Assignment
                 with respect to each Transaction is correct and complete in
                 all respects;

             (4) The Paper is and shall continue to be free from all set-offs,
                 defenses, counterclaims, and abatements;

             (5) The lease or financing of the Equipment by Seller and the sale
                 of the Paper by Seller to Purchaser have all been duly
                 authorized pursuant to all necessary corporate and legal
                 authority;

             (6) All payments due under the Paper are due and payable on the
                 dates and in the amounts set forth therein and no such amounts
                 shall have been prepaid to Seller or to any other party
                 (except as disclosed in writing by Seller to Purchaser in the
                 Assignment or in Schedule A thereto);

             (7) All payment histories with respect to the Paper provided to
                 Purchaser by Seller are true and accurate as of the date of
                 their delivery to Purchaser and as of the date of the
                 assignment of the related Paper to Purchaser;

             (8) The Equipment subject to each Transaction shall have been
                 delivered to, installed and accepted unconditionally by the
                 Obligor under the Paper related thereto;

             (9) Unless otherwise indicated in the applicable Assignment, the
                 Equipment subject to each Transaction was new when delivered
                 to the Obligor under the Paper subject thereto and is
                 correctly described in such Paper;

            (10) The Obligor under the Paper subject to each Transaction has
                 represented and warranted to Seller that each item of
                 Equipment subject thereto will be used solely for business
                 purposes;

            (11) To the best of Seller's knowledge, and except for payments
                 current within 30 days of the due date of each such payment,
                 there is no default by either the Obligor or Seller under the
                 Paper subject to each Transaction or no event which with the
                 passage of time or giving of notice (or both) would 

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<PAGE>   7

                 constitute a default under such Paper;

            (12) The Transactions evidenced or contemplated by the Paper
                 conform to all applicable laws and regulations and the
                 contents of any forms evidencing the Paper used by Seller and
                 Obligor (and any guarantor thereof) (other than Purchaser's
                 own forms) are legally sufficient and enforceable in every
                 jurisdiction where the Equipment, the Obligor and any
                 guarantor is located;

            (13) Seller has fulfilled and will continue to duly and promptly
                 fulfill all its duties and obligations, if any, hereunder,
                 under the Paper and with respect to the Equipment, including
                 but not limited to, any warranties or representations made by
                 Seller in connection with its ownership, lease, sale or
                 financing of the Equipment;

            (14) Seller has done and shall do nothing that might impair the
                 value of the Paper or the Equipment or the rights of Purchaser
                 therein and thereto;

            (15) Each Assignment is and will be a valid conveyance by Seller
                 of the grant of a first priority lien upon the Equipment and
                 the Paper, and Seller's security interest in the Equipment
                 shall have been duly filed and perfected by Seller against all
                 persons (except Purchaser) in all appropriate jurisdictions;
                 and

            (16) Seller has not sold, assigned, conveyed or transferred any of
                 its right, title or interest in the Paper, the Transaction or
                 the equipment to any other party or entity.

            (17) Each lease of Equipment evidencing a Transaction is a "net,
                 full payout lease" as defined in 12 C.F.R. Section 545.53 of
                 the OTS Regulations and such lease satisfies all requirements
                 set forth in such regulation applicable to a lease, the
                 lessor's interest in which is assigned to a savings
                 association;

            (18) The estimated residual value of all Equipment leased in
                 connection with each Transaction as measured at the expiration
                 of the initial term of the corresponding lease shall not
                 exceed 70% of the acquisition cost of such Equipment to the
                 lessor under the lease.

7.        Taxes. Seller hereby warrants that Seller or the Obligor(s) (rather 
than Purchaser) shall be responsible for the payment of any sales, use or
personal property taxes imposed by applicable taxing authorities upon Seller's
lease or financing to the Obligor(s) or the Obligors' use of the Equipment and
agrees to hold Purchaser harmless therefrom.

8.        Remedies.

          A. Upon the occurrence of a default under Paragraph 5 (C), or if
Seller shall breach 

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<PAGE>   8
any other representation, warranty or covenant in this Agreement, and such
breach remains uncured for thirty (30) days after Purchaser has served Seller
with written notice thereof as provided in paragraph 11(B) herein, Seller
agrees, within thirty-five (35) days after such default or after Seller's
receipt of such notice, as applicable, to repurchase the affected Paper
pursuant to the terms and conditions described in Paragraph 8(B) hereof (a
"Repurchase").

          B. The repurchase price in each case shall be Purchaser's book value
for such Paper calculated in accordance with generally accepted accounting
principles, determined as of the date ("Notice Date") that Purchaser serves
Seller with such notice, less any payments paid to and collected by Purchaser
with respect to such Paper after the Notice Date (the "Repurchase Price").

9.        Covenant of Purchaser. Upon (i) payment in full of all of an 
Obligor's Stated Term Obligations under any Paper sold hereunder, (ii) payment
to Purchaser by Seller in full of the Repurchase Price or Reassignment Price
for any Paper repurchased by Seller hereunder or (iii) withdrawal of the
Defaulted Price from the Reserve account for Defaulted Paper, such Paper shall
be promptly reassigned by Purchaser to Seller without recourse to Purchaser and
without any warranties, express or implied, and shall be delivered to Seller,
and Purchaser shall promptly execute and deliver in recordable form such
agreements, instruments, UCC termination and other documents as Seller shall
reasonably request to evidence such reassignment and termination and
Purchaser's security interest in the related Equipment shall then automatically
be deemed terminated.

10.       Term of Agreement; Survival. This Agreement shall inure to and bind 
the respective successors and assigns of Seller and Purchaser. This Agreement
shall continue in effect until terminated by either party upon at least sixty
(60) days' prior written notice to the other and shall survive as to all
provisions which by their nature mature after termination of this Agreement
including, but not limited to, provisions related to indemnification,
Repurchase and Reassignment. This Agreement and all surviving provisions
hereof, shall remain applicable to all Paper purchased hereunder by Purchaser
prior to the effective date of termination. Waiver of any single default
hereunder shall not constitute a waiver of any other default.

11.       Miscellaneous.

          A. Assignment. Seller shall not assign or otherwise transfer any of
its rights in, or delegate any of its obligations under, this Agreement without
Purchaser's prior written consent (which consent Purchaser may withhold in its
reasonable discretion). Purchaser may assign any or all of its rights and
obligations with respect to any Paper entered into pursuant to this agreement,
or its rights hereunder, without Seller's consent.

          B. Notices. Any notice required by this Agreement shall be in writing
and mailed by certified mail, return receipt requested, sent by telecopier or
delivered by any reliable overnight carrier to other party, at its address
listed below or such other address as the other party may designate in writing
served upon the other party as provided herein. Any notice given hereunder
shall be deemed given upon the earlier of (a) the date of actual receipt or (b)
the date a return receipt (or refusal) is dated by the U.S. Postal Service or
such other overnight carrier.


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<PAGE>   9
If to Seller:

Granite Financial Acquisition Corp. I
6424 W. 91st Avenue
Westminster, CO  80030-2913
Telephone: 303-650-4059
Telecopier: 303-650-4061

If to Purchaser:

Heartland Bank
212 South Central
St. Louis, MO 63105-3506
Telecopier: 314-512-8501

          C. Amendments. This Agreement shall not be modified, amended or
terminated except by a writing duly signed by both parties.

          D. Captions. The captions used herein are inserted for reference
purposes only and shall not affect the meaning, interpretation or construction
of this Agreement.

          E. Governing Law. This Agreement shall be construed in accordance
with and shall be governed by the laws of the State of Colorado, without giving
effect to principles of conflicts of law.


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<PAGE>   10


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to 
be executed and delivered as of the date first set above by their respective, 
duly authorized corporate officers holding the office and title below their 
signatures.

SELLER:

Granite Financial Acquisition Corp. I


By:
   ------------------------------

Name:    
     ----------------------------

Title:
      ---------------------------

PURCHASER:

Heartland Bank

By:
   ------------------------------

Name:
     ----------------------------

Title:
      ---------------------------


                                 Page 10 of 13


<PAGE>   11

                                   EXHIBIT A

                                   ASSIGNMENT

          ASSIGNMENT dated as of the ____ day of ______________, 1997, by and
between Granite Financial Acquisition Corp. I, a Delaware corporation
("Assignor") and Heartland Bank, a federal savings bank ("Assignee").

          A. Assignor owns the equipment lease agreements evidencing a deferred
payment obligation listed and described in the Schedule(s) attached hereto
(collectively referred to herein as the "Paper") and the equipment related
thereto (herein the "Equipment").

          B. Assignor and Assignee have previously entered into a Lease
Purchase Agreement dated as of June __, 1997 (the "Purchase Agreement") to
facilitate the sale and assignment, from time to time, of certain Paper and
other collateral interests related thereto by the Assignor to Assignee.

          C. Pursuant to the terms and conditions set forth in the Purchase
Agreement, Assignor desires to sell and assign certain Paper to Assignee and
Assignee desires to purchase lien-free title to such Paper.

          NOW, THEREFORE, in consideration of the mutual covenants contained in
the Purchase Agreement and herein, the parties hereto agree as follows:

1.        Subject to the terms and conditions of the Purchase Agreement, 
Assignor hereby sells, assigns, transfers, and conveys to Assignee, and its
successors and assigns, and Assignee hereby accepts and assumes good,
marketable and lien-free title in and to the Paper with respect to the
following rights and benefits thereunder: (i) all payments and other
obligations to be made or performed by the Obligor under the Paper from the
effective date such Paper is assigned to Assignee hereunder through the stated
expiration of the term of such Paper, but excluding payments to be made by the
Obligor to purchase the Equipment at the expiration of the term as set forth
under (y) below and (ii) any and all guarantees issued and additional
collateral assigned in connection therewith. Assignor is retaining for its own
account and is not selling, assigning, transferring or conveying to Assignee
the following rights and benefits under such Paper (x) advance or down payments
not included in the sale (as specified in the related Assignment), (y) payments
to be made by the Obligor to purchase the Equipment subject to the Paper upon
expiration of the stated term of the Paper, whether mandatory or at the option
of the Obligor and (z) payments to be made by the Obligor under the Paper after
the complete performance and payment of all obligations and amounts due under
the Paper during its stated term, including, without limitation, payments made
upon any extension, renewal or holding over by the Obligor beyond the stated
term of such Paper.

2.        Assignor hereby represents and warrants the following to Assignee 
with respect to each respective Paper: (a) the Paper accurately indicates the
name and current address of the lessee, mortgagor, obligor or debtor
(collectively referred to herein as the "Obligor"); (b) the Paper contains all
contractual terms and agreements relating to the use of the Equipment; (c)
Schedule A hereto accurately contains a true and correct listing of all
Equipment on lease to, and/or

                                 Page 11 of 13


<PAGE>   12



currently in use by, each respective Obligor at the location(s) specified in
such Paper and the date, original term and remaining term of such Paper; and
(d) the aggregate unpaid payments between all of the Obligor(s) and the
Assignor during the stated term of such Paper (excluding any payments required
to be made by the Obligors to purchase the Equipment upon expiration of the
Paper) are in the amount of $_____________. The purchase price for all such
Paper and the proceeds thereof is $_____________.

3.        Assignor represents and warrants the following to Assignee as of the 
date hereof: (a) Assignor has not entered into any understandings or agreement
with respect to the Equipment other than those evidenced by the Paper, (b) all
of the representations and warranties made in the Purchase Agreement are true
and accurate as of the date hereof, (c) the obligations of all parties to the
Paper are in full force and effect, and (d) to the best of Assignor's
knowledge, and except for payments current within thirty (30) days of the due
date of each such payment, no defaults (or events which would constitute
defaults with the passage of time, giving of notice, or both) on the part of
the Assignor or any Obligor, have occurred in the performance of each such
party's obligations under the Paper.

4.        All of the terms and conditions of the Purchase Agreement shall 
remain in full force and effect and are enforceable in accordance with their
respective terms, and the terms and conditions of the Purchase Agreement are
hereby incorporated by reference herein.

5.        This Assignment has been delivered in Denver, Colorado and shall be 
governed by the laws of the State of Colorado.

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          IN WITNESS WHEREOF, Assignor and Assignee have caused this instrument
to be duly executed this ____ day of _______________, 1997.

Assignor:

Granite Financial Acquisition Corp. I


By:
   -----------------------------

Name:
     ---------------------------

Its:
    ----------------------------

Assignee:

Heartland Bank

By:
   -----------------------------

Name:
     ---------------------------

Its:
    ----------------------------


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