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                                                                    EXHIBIT 10.4

                            INVESTMENT BANKING RIDER
 (This contract was subsequently cancelled in April 2000, the registration will
      only cover those shares that were earned prior to the cancellation.)

This non-exclusive Agreement (the "Agreement") is dated January 6, 2000 and is
entered into by and between AMERICA'S SENIOR FINANCIAL SERVICES, INC.
(hereinafter referred to as "CLIENT") and THE CHARTERBRIDGE FINANCIAL GROUP,
INC. (hereinafter referred to as "CFG").

1.   CONDITIONS. This Agreement will not take effect, and CFG will have no
     obligation to provide any service whatsoever, unless and until CLIENT
     returns a signed copy of this Agreement to CFG (either by mail or facsimile
     copy). CLIENT shall be truthful with CFG in regard to any relevant material
     regarding CLIENT, verbally or otherwise, or this entire Agreement will
     terminate and all monies paid shall be forfeited without further notice.

Agreed, CLIENT'S INITIALS: __________

Upon execution of this Agreement, CLIENT agrees to cooperate with CFG in
carrying out the purposes of this Agreement, keep CFG informed of any
developments of material importance pertaining to CLIENT'S business and abide by
this Agreement in its entirety.

2.   SCOPE AND DUTIES. During the term of this Agreement, CFG will perform the
     following services for CLIENT:

     2.1  Advice and Counsel. CFG will provide advice and counsel regarding
          CLIENT'S strategic business and financial plans, strategy and
          negotiations with potential lenders/investors, joint venture,
          corporate partners and others involving financial and
          financially-related transactions.

     2.2  Mergers and Acquisitions. At the request of the CLIENT, CFG will
          provide assistance to CLIENT, as mutually agreed, in identifying M&A
          candidates, assisting in any due diligence process, recommending
          transaction terms and giving advice and assistance during
          negotiations.

     2.3  Introductions to the Investment Community. CFG has a familiarity or
          association with numerous broker/dealers and investment professionals
          across the country and will enable contact between CLIENT and/or
          CLIENT'S affiliate to facilitate business transactions among them. CFG
          shall use its contact in the brokerage community to assist CLIENT in
          establishing relationships with private equity capital sources
          (venture capital, etc) and securities dealers while providing the most
          recent information about CLIENT to interested securities dealers on a
          regular and continuous basis. CFG understands that this is in keeping
          with CLIENT'S business objectives and plan to market CLIENT'S business
          or project to the investment community.

     2.4  CLIENT and/or CLIENT'S Affiliate Transaction Due Diligence. CFG will
          participate and assist CLIENT in the due diligence process on all
          proposed financial transactions affecting CLIENT of which CFG is
          notified in writing in advance, including conducting investigation of
          and providing advice on the financial, valuation and stock price
          implications of the proposed transaction(s).

     2.5  Ancillary Document Services. At the request of the CLIENT, CFG will
          assist and cooperate with CLIENT in the development, editing and
          production of such documents as are reasonably necessary to procure
          the agreed upon capital, including a private placement memorandum or
          investment marketing memorandum, as necessary.

     2.6  Additional Duties. CLIENT and CFG shall mutually agree upon any
          additional duties that CFG may provide for compensation paid or
          payable by CLIENT under this Agreement. Although there is not
          requirement to do so, such additional agreement(s) may be attached
          hereto and made a part hereof by written amendments to be listed as
          "Exhibits" beginning with "Exhibit A" and initialed by both parties.

     2.7  Standard of Performance. CFG shall devote such time and efforts to the
          affairs of the CLIENT as is reasonably necessary to render the
          services contemplated by this Agreement. CFG is not responsible for
          the performance of any services, which may be rendered hereunder if
          the CLIENT fails to provide the requested information in writing prior
          thereto. The services of CFG shall not include the rendering of any
          legal opinions or the performance of any work that is in the ordinary
          purview of a certified public accountant. CFG cannot guarantee results
          on behalf of CLIENT but shall use commercially reasonable efforts in
          providing the services listed above. If an interest is expressed in
          satisfying all or part of CLIENT'S financial needs, CFG shall notify
          CLIENT and advise it as to the source of such interest and any terms




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          and conditions of such interest. CFG'S duty is to introduce and market
          CLIENT'S funding request to appropriate funding sources. CFG will in
          no way act as a "broker-dealer" under state securities laws. Because
          all final decisions pertaining to any particular investment are to be
          made by CLIENT, CLIENT may be required to communicate directly with
          potential funding sources.



     2.8  Non-Guarantee. CFG MAKES NO GUARANTEE THAT CFG WILL BE ABLE TO
          SUCESSFULLY MARKET AND IN TURN SECURE A LOAN OR INVESTMENT FINANCING
          FOR CLIENT, OR TO SUCCESSFULLY PROCURE SUCH LOAN OR INVESTMENT WITHIN
          CLIENTS DESIRED TIMEFRAME OR TO GUARTANTEE THAT IT WILL SECURE ANY
          LOAN OR INVESTMENT FINANCING WITH A SPECIFIC OR MINIMUM RETURN,
          INTEREST RATE OR OTHER TERMS. NEITHER ANYTHING IN THIS AGREEMENT TO
          THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO CFG BY CLIENT PURSUANT TO
          FEE AGREEMENT FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED
          AS ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME
          FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOMNE OF CLIENT'S FUNDING
          REQUESTS ARE EXPRESSIONS OF OPINION ONLY. THE PARTIES HERETO
          ACKNOWLEDGES AND AGREES THAT CLIENT IS NOT REQUIRED TO MAKE EXCLUSIVE
          USE OF CFG FOR ANY SERVICES OR DOCUMENTATION DEEMED NECESSARY FOR THE
          PURPOSE OF SECURING INVESTMENTS. CFG HAS MADE NO SUCH DEMANDS IN ORDER
          FOR CLIENT'S PROJECT TO BE MARKETED UNDER THE TERMS OF THIS AGREEMENT.
          CFG HOLDS NO EXCLUSIVE RIGHTS TO THE MARKETING OF CLIENT'S PROJECT.

                  Agreed, CLIENT'S INITIALS:________

3.   Compensation to CFG.

     3.1  AMSE will pay for services described herein. The fees shown below
          (exclusive of those outlined in 3.2, 3.3, and 3.4 below) shall be
          payable as follows:

A)   INITIAL PAYMENT DUE UPON ACCEPTANCE OF AGREEMENT: = 20,500 AMSE RESTRICTED
     SHARES WITH DEMAND REGISTRATION PURSUANT TO SECTION 10.

B)   DUE IN MONTH (6) = 31,125 AMSE RESTRICTED SHARES WITH DEMAND REGISTRATION
     RIGHTS PURSUANT TO SECTION 10.

C)   DUE IN MONTH TWELVE (12) = 31,125 AMSE RESTRICTED SHARES WITH DEMAND
     REGISTRATION RIGHTS PURSUANT TO SECTION 10

     3.2  Fees for Direct Investment, Merger/Acquisition. In the event that CFG,
          on a non-exclusive basis, introduces CLIENT or a CLIENT affiliate to
          any third party funding source(s), underwriter(s), merger partner(s)
          or joint venture(s) who then enters into a funding, underwriting,
          merger, joint venture or similar agreement with CLIENT or CLIENT'S
          affiliate, CLIENT hereby agrees to pay CFG advisory fees pursuant to
          the following schedule and based on the aggregate amount of such
          funding, underwriting, merger, joint venture or similar agreement with
          CLIENT or CLIENT'S affiliate. Advisory fees are deemed and shall be
          due and payable at the first close of the transaction, however, in
          certain circumstances when payment of advisory fees at closing is not
          possible, within 24 hours after CLIENT has received the proceeds of
          such investment. This provision shall survive this Agreement for a
          period of one year after termination or expiration of this Agreement.
          In other words, the advisory fee shall be deemed earned and due and
          payable for any funding, underwriting, merger, joint venture or
          similar transaction which first closes within a year of the
          termination or expiration of this Agreement as a result of an
          introduction as set forth above. CFG shall also be entitled to 50% of
          the investment marketing fee outlined in paragraph 3.2, A or B or 3.3
          below in connection with any and all investment offers from CLIENT or
          any other source (not including those introduced by CFG) when CFG is
          invited to participate or assist in negotiations.

Agreed, CLIENT INITIALS:________

A.   Direct Investment. For a direct investment made by CLIENT in a third party
     investor either introduced to CLIENT by CFG or which contacted CLIENT
     directly as a result of CFG'S efforts, CLIENT shall pay CFG a finder's fee
     of 5.0% of total investment amount received by CLIENT from the third party
     investor.

B.   Merger/Acquisition. For a merger/acquisition entered into by CLIENT as a
     result of the efforts of, or an introduction by CFG during the term of this
     Agreement, Client shall pay CFG 5.0% of the total value of the transaction.
     The 5.0% shall be paid in cash upon the date of the closing of the
     merger/acquisition. Additionally, (i) if stock is used as part or all of
     the consideration in the transaction, CFG shall receive restricted trading
     stock equivalent to 10% of the stock (used for the transaction) upon close
     of transaction, and (ii) upon close of a successful merger or acquisition,
     CFG shall receive 3% of the value of the combined, merged or surviving
     entity (whichever is larger) in the form of the surviving entity's
     restricted trading stock. Subject to any required adjustments by the NASD
     or SEC if any.


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THE FEES PROVIDED FOR IN SECTION 3.2, AND 3.3 ARE NOT INTENDED TO AND WILL NOT
APPLY CUMULATIVELY TO THE SAME FUNDING; HOWEVER, EACH MAY APPLY TO DIFFERENT
PORTIONS OF A TRANSACTION COMPRISING DIFFERENT FUNDING SOURCES.

     3.3  Expenses. If CLIENT accepts any investment provided under this
          Agreement, CLIENT shall reimburse CFG for reasonable expenses incurred
          in performing its duties pursuant to this Agreement (including
          printing, postage, express mail, photo reproduction, travel, lodging,
          and long distance telephone and facsimile charges). Such reimbursement
          shall be at the CLIENT'S advanced approval and payable within 24 hours
          after CLIENT'S receipt of CFG invoice for same.

     3.4  Additional Fees. CLIENT and CFG shall mutually agree upon any
          additional fees that CLIENT may pay in the future for services
          rendered by CFG under this Agreement. Such additional agreement(s)
          may, although there is no requirement to do so, be attached hereto and
          made a part hereof as Exhibits beginning with Exhibit A.

     3.5  Investment Source(s) Disclosure. It is fully understood that in some
          cases CFG'S investment/lending sources are sources that may be public
          sources, which may independently approach CLIENT without the
          assistance of CFG. CFG makes no claims to have special relationships
          with sources and is not to be considered as having any special
          relationships with sources and is not to be considered as having any
          capabilities of expediting or `pushing' CLIENT'S case through any
          approval channels outside the norm of any request of this type. The
          sources in the CFG database are sources compiled by CFG from created
          relationships as well as lists purchased or requested for the purpose
          of building a comprehensive lender/investor marketing service.

Agreed, CLIENT'S INITIALS:___________

4.   Indemnification. The CLIENT agrees to indemnify and hold harmless CFG, each
     of its officers, directors, employees, and shareholders against any and all
     liability, loss and costs, expenses or damages, including but not limited
     to, any and all expenses whatsoever reasonably incurred in investigating,
     preparing or defending against any litigation, commenced or threatened, or
     any claim whatsoever or howsoever caused by reason of any injury (whether
     to body, property, personal or business character or reputation) sustained
     by any person or to any person or property, arising out of any grossly
     negligent act, failure to act, neglect, any untrue or alleged untrue
     statement of a material fact or failure to state a material fact which
     thereby makes a statement false or misleading, or any breach of any
     material representation, warranty or covenant by CLIENT or any of its
     agents, employees, or other representatives. Nothing herein is intended to
     nor shall it relieve either party from liability for its own act, omission
     or negligence. All remedies provided by law, or in equity shall be
     cumulative and not in the alternative.

     CFG agrees to indemnify and hold harmless CLIENT, each of its officers,
     directors, employees and shareholders against any and all liability, loss
     and costs, expenses or damages, including but not limited to, any and all
     expenses whatsoever reasonably incurred in investigating, preparing or
     defending against any litigation, commenced or threatened, or any claim
     whatsoever or howsoever caused by reason of any injury (whether to body,
     property, personal or business character or reputation) sustained by any
     person or to any person or property, arising out of any grossly negligent
     act, any untrue or alleged untrue statement of a material fact or failure
     to state a material fact which thereby makes a statement false or
     misleading, or any breach of any material representation, warranty or
     covenant by CFG or any oft its agents, employees, or other representatives.
     Nothing herein is intended to nor shall it relieve either party from
     liability for its own act, omission or negligence. All remedies provided by
     law, or in equity shall be cumulative and not in the alternative.

5.   CLIENT Representations. CLIENT hereby represents, covenants and warrants to
     CFG as follows:

     5.1  Authorization. CLIENT and its signatories herein have full power and
          authority to enter into this Agreement and to carry out the
          transactions contemplated hereby.

     5.2  No Violation. Neither the execution and delivery of this Agreement nor
          the consummation of the transactions contemplated hereby will violate
          any provision of the charter or by-laws of CLIENT, or violate any
          terms of provision of any other material agreement to which CLIENT is
          a party of any applicable statute or law.

     5.3  Contracts In Full Force and Effect. All contracts, agreements, plans,
          leases, policies and licenses to which CLIENT is a party are valid and
          in full force and effect.

     5.4  Litigation. Except as set forth below, there is no action, suit,
          inquiry, proceeding or investigation by or before any court or
          governmental or other regulatory or administrative agency or
          commission pending or, to the best knowledge of CLIENT, threatened or
          invoking CLIENT, or which questions or challenges the validity of this




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          Agreement or its subject matter and CLIENT does not know or have any
          reason to know of any valid basis for any such action, proceeding or
          investigation.

     5.5  Consents. No consent of any person, other than the signatories hereto,
          is necessary to the consummation of the transactions contemplated
          hereby, including, without limitation, consents from parties to loans,
          contracts, lease or other agreements and consents from governmental
          agencies, whether federal, state, or local.

     5.6  CFG Reliance. CFG has and will rely upon the documents; instruments
          and written information furnished to CFG by the CLIENT'S officers or
          designated employees.

     5.7  CLIENT'S Material. All representations and statements provided herein
          about the CLIENT are true and complete and accurate. As detailed in
          paragraph 4 above, CLIENT agrees to indemnify CFG, its officers,
          directors, agents and employees.

     5.8  CLIENT'S Affiliates and Other Material. To the best knowledge of
          CLIENT, CLIENT represents and warrants that all representation and
          warranties provided herein regarding CLIENT are true, complete and
          accurate with respect to and if applied to CLIENT'S affiliates as
          well.

     5.9  Services not expressed or implied.

          A.   CFG is not and will not be a market-maker (but may be a placement
               agent by other "Selling Agreement" from time-to-time) in CLIENT'S
               securities or in any securities in which CLIENT or CLIENT'S
               affiliates has an interest, and,

          B.   Any payments made herein to CFG are not, and shall not be
               construed as, compensation to CFG for the purpose of making a
               market, to cover CFG'S out-of-pocket expenses for making a
               market, or for the submission by CFG of an application to make a
               market in any securities, and

          C.   No payments made herein to CFG are for the purpose of effecting
               the price of any security or influencing any marker-making
               functions, including but not limited to, bid/ask quotations,
               initiation and termination of quotations, retail securities
               activities, or for the submission of any application to make a
               market.

          D.   CFG advises that it is not a NASD broker dealer.

6.   Confidentiality.

     6.1  CFG and CLIENT each agree to keep confidential and provide reasonable
          security measures to keep confidential information where release may
          be detrimental to their respective business interests. CFG and CLIENT
          shall each require their employees, agents, affiliates, other
          licensees, and others who will have access to the information through
          CFG and CLIENT respectively, to first enter appropriate non-disclosure
          Agreements requiring the confidentiality contemplated by this
          Agreement in perpetuity.

     6.2  CFG will not, either during its engagement by the CLIENT pursuant to
          this Agreement or at any time thereafter, disclose, use or make known
          for its or another's benefit any confidential information, knowledge,
          or data of the CLIENT or any of its affiliates in any way acquired or
          used by CFG during its engagement by the CLIENT. Confidential
          information, knowledge or date of the CLIENT and its affiliates shall
          not include any information that is, or becomes generally available to
          the public other than as a result of a disclosure by CFG or its
          representatives.

7.   Miscellaneous Provisions.

     7.1  Amendment and Modification. This Agreement may be amended, modified
          and supplemented only by written agreement of CFG and CLIENT.

     7.2  Waiver of Compliance. Any failure of CFG, on the one hand, or CLIENT
          on the other, to comply with any obligation, agreement, or condition
          herein may be expressly waived in writing, but such waiver or failure
          to insist upon strict compliance with such obligation, covenant,
          agreement or condition shall not operate as a waiver of, or estoppel
          with respect to, any subsequent or other failure.

     7.3  Expenses: Transfer Taxes, Etc. Other than as expressly set forth in
          this Agreement, the parties shall bear their own costs and expenses in
          carrying out the provisions of this Agreement.

     7.4  Compliance with Regulatory Agencies. Each party agrees that all
          actions, direct or indirect, taken by it and its respective agents,
          employees and affiliates in connection with this Agreement and any
          financing or underwriting hereunder shall conform to all applicable
          Federal and State securities laws.




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     7.5    Notices. Any notices to be given hereunder by any party to the other
            may be effected either by personal delivery in writing, by a
            reputable, national overnight delivery service, by facsimile
            transmission or by mail, registered or certified, postage prepaid
            with return receipt requested. Notices shall be addressed to the
            "Contact Person" at the addresses appearing on the signature page of
            this Agreement, but any party may change his address or "contact
            person" by written notice in accordance with this subsection.
            Notices delivered personally shall be deemed delivered as of actual
            receipt, notices sent by facsimile shall be deemed delivered one (1)
            day after electronic confirmation of receipt, notices sent by
            overnight delivery service shall be deemed delivered one (1) day
            after delivery to the service, mailed notices shall be deemed
            delivered as of five (5) days after mailing.

     7.6    Assignment. This Agreement is not assignable without the express
            written advance consent of AMSE, at the sole discretion of its Board
            of Directors.

     7.7    Delegation. Neither party shall delegate the performance of its
            duties under this Agreement without the prior written consent of the
            other party.

     7.8    Publicity. Neither CFG nor CLIENT shall make or issue, or cause to
            be made or issued, any announcement or written statement concerning
            this Agreement or the transactions contemplated hereby for
            dissemination to the general public without the prior consent of the
            other party. This provision shall not apply, however, to any
            announcement or written statement required to be made by law or the
            regulations of any Federal or State governmental agency, except that
            the party required to disclose shall consult with and make
            reasonable efforts to accommodate changes to the required disclosure
            and the timing of such announcement suggested by the other part.

     7.9    Governing Law. This Agreement and the legal relations among the
            parties hereto shall be governed by and construed in accordance with
            the laws of the State of California, without regard to its conflict
            of law doctrine. CLIENT and CFG agree that if any action is
            instituted to enforce or interpret any provision of this Agreement,
            the jurisdiction and venue shall be San Diego County, California.

     7.10   Counterparts. This Agreement may be executed simultaneously in two
            or more counterparts, each of which shall be deemed an original, but
            all of which together shall constitute one and the same instrument.

     7.11   Headings. The heading of the sections of this Agreement are inserted
            for convenience only and shall not constitute a part hereto or
            affect in any way the meaning or interpretation of this Agreement.

     7.12   Entire Agreement. This Agreement including any Exhibits hereto, and
            the other documents and certificates delivered pursuant to the terms
            hereto, set forth the entire agreement and understanding of the
            parties hereto in respect of the subject matter contained herein,
            and supersedes all prior agreements, promise, covenants,
            arrangements, communications, representations or warranties, whether
            oral or written, by any officers, employee or representative of any
            party hereto.

     7.13   Third Parties. Except as specifically set forth or referred to
            herein, nothing herein express or implied is intended or shall be
            construed to confer upon or give to any person or entity other than
            the parties hereto and their successors or assigns, any rights or
            remedies under or by reason of this Agreement.

     7.14   Attorneys' Fees and Costs. If any action is necessary to enforce and
            collect upon the terms of this Agreement; the prevailing party shall
            be entitled to reasonable attorneys' fees and costs, in addition to
            any other relief to which that party may be entitled. This provision
            shall be construed as applicable to the entire Agreement.

     7.15   Survivability. If any part of this Agreement is found, or deemed by
            a court of competent jurisdiction to be invalid or unenforceable,
            that part shall be severable from the remainder of the Agreement.

     7.16   Further Assurances. Each of the parties agrees that it shall from
            time-to-time take such actions and executes such additional
            instruments as may be reasonably necessary or convenient to
            implement and carry out the intent and purposes of this Agreement.

     7.17   Relationship of the Parties. Nothing contained in this Agreement
            shall be deemed to constitute either party becoming the partner of
            the other, the agent or legal representative of the other, nor
            create any fiduciary relationship between them, except as otherwise
            expressly provided herein. It is not the intention of the parties to
            create nor shall this Agreement be construed to create any
            commercial relationship or other partnership. Neither party shall
            have any authority to act for or to assume any obligation or
            responsibility on behalf of the other party, except as otherwise
            expressly provided herein. The rights, duties, obligations and
            liabilities of the parties shall be separate, not joint or
            collective. Each party shall be responsible only for its obligations
            as herein set out and shall be liable only for its share of the
            costs and expenses as provided herein.




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     7.18   No Authority to Obligate the CLIENT. Without the consent of the
            Board of Directors of CLIENT, CFG shall have no authority to take,
            nor shall it take, any action committing or obligating CLIENT in any
            manner, and it shall not represent itself to others as having such
            authority.

8.   Arbitration. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE
     UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREE THAT:

     A.   ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

     B.   THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT, INCLUDING
          THEIR RIGHT TO JURY TRIAL;

     C.   PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROM
          COURT PROCEEDING;

     D.   THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
          LEGAL REASONING AND ANY PARTY'S RIGHT OF APPEAL OR TO SEEK
          MODIFICATION OF RULING BY THE ARBITRATORS IS STRICTLY LIMITED;

     E.   THIS ARBITRATION PROVISION IS SPECIFICALLY INTENDED TO INCLUDE ANY AND
          ALL STATUTORY CLAIMS WHICH MIGHT BE ASSERTED BY ANY PARTY;

     F.   ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN CLIENT, CFG OR ANY
          OF THEIR OFFICER, DIRECTORS, LEGAL REPRESENTATIVES, ATTORNEYS,
          ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER PERSON OR
          ENTITY, ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF THIS
          AGREEMENT, SHALL BE RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH
          LITIGATION;

     G.   THE UNDERSIGNED CLIENT HEREBY AGREES TO SUBMIT THE DISPUTE FOR
          RESOLUTION TO THE AMERICAN ARBITRATION ASSOCIATION, IN SAN DIEGO,
          CALIFORNIA WITHIN FIFTEEN (15) DAYS AFTER RECEIVING A WRITTEN REQUEST
          TO DO SO FROM NAY OF THE AFORESAID PARTIES;

     H.   IF ANY PARY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON REQUEST,
          THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION PROCEEDING, BUT
          IS UNDER NO OBLIGATION TO DO SO;

     I.   ANY HEARING SCHEDULED AFTER AN ARBITRARION IS INITIATED SHALL TAKE
          PLACE IN SAN DIEGO COUNTY, CALIFORNIA, AND THE FEDERAL ARBITRATION ACT
          SHALL GOVERN THE PROCEEDING AND ALL ISSUES RAISED BY THIS AGREEMENT TO
          ARBITRATE;

     J.   IF ANY PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO
          RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR
          SHALL UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION FORUM
          LOCATED IN SAN DIEGO COUNTY, CALIFORNIA, OVER ANY MATTER WHICH IS THE
          SUBJECT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO
          RECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND ANY OUT-OF-POCKET
          EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE OF SUCH LEGAL
          PROCEEDING OR ITS EFFORTS TO ENFORCE ITS RIGHTS TO ARBITRATION AS
          PROVIDED FOR HEREIN;

     K.   THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING FINAL AND
          CONCLUSIVE AND AGREE TO ABIDE THEREBY;

     L.   ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT AND
          EXECUTION FOR COLLECTION.

9.   Term/Termination. This Agreement is a quarterly agreement for the term of
     one (1) year and shall terminate automatically on January 3, 2000. However,
     the CLIENT or CFG shall have the right to terminate the balance of this
     agreement at any time after the 75th day following the mutual execution of
     this Agreement by the parties, providing written notice is given to the
     other party at least fifteen (15) days prior to the expiration of the
     current quarter of the Agreement. Quarterly payments referred above means
     quarterly payments earned for services rendered up to time of termination.
     Quarterly payments of cash and/or stock shall become immediately due and
     payable upon termination. Work in progress (WIP) compensation would only be
     due and payable upon successful completion and funding of the WIP.

10.  Registration of Shares. CFG shall have `DEMAND' registration rights for all
     shares issued in accordance with this agreement. Proof of registration
     application shall be delivered to CFG within 3 days of AMSE'S filing of
     same with the SEC.



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     A.   CLIENT agrees to file a Registration Statement (SB-2 or similar) for
          the registration of the initial shares and all subsequent quarterly
          shares with the US Securities and Exchange Commission (SEC) within 30
          calendar days of the execution of the Agreement.

     B.   Failure to file Registration Statement within 30 days will result in
          the immediate issuance of an additional 20% of the original number of
          shares due CFG at execution.

     C.   If the Registration Statement has not been declared effective within
          90 days after initial filing then CLIENT will issue an additional 20%
          of the total number of shares submitted for Registration on behalf of
          CFG.

     D.   B and C are commutative and not individually exclusive.

11.  Non-Circumvention. In and for valuable consideration, CLIENT hereby agrees
     that CFG may introduce (whether by written, oral, data, or other form of
     communication) CLIENT to one or more opportunities, including, without
     limitation, existing or potential investors, lenders, borrowers, trusts,
     natural persons, corporations, limited liability companies, partnerships,
     unincorporated businesses, sole proprietorships and similar entities (an
     "Opportunity" or "Opportunities"). CLIENT further acknowledges and
     agrees that the identity of the subject Opportunities, and all other
     information concerning an Opportunity (including without limitation, all
     mailing information, phone and fax numbers, email addresses and other
     contact information) introduced hereunder are the property of CFG, and
     shall be treated as confidential information by CLIENT, its affiliates,
     officers, directors, shareholders, employees, agents, representatives,
     successors and assigns. CLIENT shall not use such information, except in
     the context of any arrangement with CFG in which CFG is directly and
     actively involved, and never without CFG'S prior written approval. CLIENT
     further agrees that neither it nor its employees, affiliates or assigns,
     shall enter into, or otherwise arrange (either for it/him/herself, or any
     other person or entity) any business relationship, contact any person
     regarding such Opportunity, either directly or indirectly, or any of its
     affiliates, or accept any compensation or advantage in relation to such
     Opportunity except as directly through CFG, without the prior written
     approval of CFG. CFG is relying on CLIENT'S assent to these terms and their
     intent to be bound by the terms by evidence of their signature. Without
     CLIENT'S signed assent to these terms, CFG would not introduce any
     Opportunity or disclose any confidential information to CLIENT as herein
     described.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
     duly executed, all as of the day and year first above written.

     CLIENT:

     AMERICA'S SENIOR FINANCIAL SERVICES, INC.

     By:                                 Nelson  A. Locke, not personally
        -------------------------------
          President/CEO

     Date:
          -----------------------

     Address:
             ------------------------------------

             ------------------------------------

     Contact Person:
                    -----------------------------

      CFG:

      THE CHARTERBRIDGE FINANCIAL GROUP, INC.

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

      Date:
             ------------------------------------






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