exv10w20



 





EXHIBIT 10.20




CONSULTANT AGREEMENT




          This Consultant Agreement (this “Agreement”) is made effective as of April
1, 2004, by and between FirstCity Servicing Corporation, a Texas corporation
(the “Company”), and G. Stephen Fillip, an individual (the “Consultant”). The
parties, intending to be legally bound, agree as follows:



BACKGROUND




          G. Stephen Fillip was, prior to the Effective Date, employed as an officer
and director of the Company and certain of its affiliates and subsidiaries.
Prior to or as of the Effective Date, G. Stephen Fillip will resign his
positions as an officer and director of the Company and all of its affiliates
and subsidiaries.



AGREEMENT




1. DEFINITIONS




          For the purposes of this Agreement, the following terms have the meanings
specified or referred to in this Section 1.



          “Agreement” means this Consultant Agreement, as amended from time to time.



          “Board of Directors” means the board of directors of the Company.



          “Company” means FirstCity Servicing Corporation.



          “Confidential Information” means any and all of the following, but only to
the extent such information or documents were created, learned and/or obtained
during the Consulting Period (defined below): (a) trade secrets concerning the
business and affairs of the Company; (b) information concerning the business
and affairs of the Company (which includes historical financial statements,
financial projections and budgets, historical and projected sales, capital
spending budgets and plans, the names and backgrounds of key personnel,
personnel training and techniques and materials) however documented; and (c)
notes, analysis, compilations, studies, summaries, and other material prepared
by or for the Company containing or based, in whole or in part, on any
information included in the foregoing.



          “Consulting Fee” has the meaning as defined in Section 3.1(a).



          “Consulting Period” has the meaning as defined in Section 2.3.



          “Effective Date” means April 1, 2004.



          “Consultant Invention” means any invention, technique, modification,
process, or improvement (whether patentable or not) and any work of authorship
(whether or not copyright protection may be obtained for it) created,
conceived, or developed by the Consultant, either solely



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or in conjunction with others, during the Consulting Period, or a period
that includes a portion of the Consulting Period, that relates in any way to,
the financial services business as now conducted or then being conducted by the
Company.




          “Fiscal Year” means the Company’s fiscal year, as it exists on the
Effective Date or as changed from time to time.



          “For Cause” has the meaning as defined in Section 6.2.



          “Note” means a Promissory Note dated as of December 12, 2002 in the
principal amount of $971,250.00 executed by FirstCity Commercial Corporation
payable to the order of Consultant, as amended.



          “Person” means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, or governmental body.



          “Proprietary Items” has the meaning as defined in Section 7.2(a)(iv).



          “Requested Assignments” has the meaning as defined in Section 2.3.



          “Workday” means a day during which Consultant provides requested services
to Company and shall not consist of less than eight (8) or more than ten (10)
consecutive hours including a one (1) hour lunch break. If Consultant is
required to work less than eight (8) or more than the ten (10) consecutive
hours during any one day, then the worked or the excess hours shall constitute
a fraction of a Workday based on a ten (10) hour day. For example, in the
event Consultant is required to work 12 consecutive hours (including the 1 hour
lunch break), then Consultant shall be deemed to have worked 1 and 1/10
Workdays. In the event Consultant is required to work only six (6) hours
(including the 1 hour lunch break) on a day, then Consultant shall be deemed to
have worked 5/10 of a Workday. In the event that the requested services
performed by Consultant involve travel of more than four (4) consecutive hours,
then (i) in the event Consultant begins the travel prior to or ends the travel
after 12:00 noon on any day, then Consultant shall receive credit for a full
Workday for that day; and (ii) in the event Consultant begins the travel after
or ends the travel prior to 12:00 noon on any day, then Consultant will only
receive credit for 1/2 of a Workday. Travel of four (4) or less consecutive
hours shall be treated as a fraction of a Workday based on the actual travel
hours. To the extent that the requested services require Consultant to remain
out of town over a weekend, then any Saturday and/or Sunday of any such weekend
on which Consultant does not provide requested services to Company shall be
considered a half (1/2) Workday and on any Saturday and/or Sunday of any such
weekend on which Consultant does provide requested services to Company,
Consultant shall receive credit towards a Workday in proportion to the number
of hours worked and credit for a 1/2 of a Workday. For example, if on any
Saturday of any such weekend, Consultant works 6 hours, Consultant shall
receive credit for 6/10 of a Workday and credit for 1/2 Workday totaling 1.10
Workdays.



          “Workdays Threshold” means 100 Workdays less the number of days of any
Requested Assignment which Consultant declines.



2. TERMS AND DUTIES





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          2.1 ENGAGEMENT. The Company hereby engages the services of the
Consultant, and the Consultant hereby accepts engagement by the Company, upon
the terms and conditions set forth in this Agreement.



          2.2 TERM. Subject to the provisions of Section 6, the term of the
Consultant’s engagement under this Agreement will be one (1) year, beginning on
the Effective Date and ending on March 31, 2005.



          2.3 DUTIES. During the period beginning on April 1, 2004 and ending on
March 31, 2005 (the “Consulting Period”), the Consultant shall assume the role
of a consultant to the Company and will be available for consultation to the
Company for at least the Workdays Threshold during the Consulting Period.
Anything to the contrary notwithstanding, the Consultant shall devote only so
much time, in excess of the Workdays Threshold, to the affairs of the Company
as the Consultant, in his sole discretion, deems necessary. The specific
services to be performed by Consultant shall be such duties as are assigned or
delegated to the Consultant by the Board of Directors, Chairman or the
President of the Company or their designee, which are generally those common to
the position of a senior officer of the Company (the “Requested Assignments”).
It is the intent of the Company and the Consultant that the Consultant will
have additional free time available to him to pursue activities that are not in
competition with the business of the Company or any of the subsidiaries or
affiliates of the Company. During the Consulting Period, the Consultant will
be entitled to receive the Consulting Fee. The Consultant will be reimbursed
for reasonable travel and related expenses incurred in connection with such
consultation services in accordance with Company’s then existing reimbursement
policy. The Consultant will, subject to the limitations of this Section 2.3,
use his best efforts to promote the success of the Company’s business, and will
cooperate fully with the Board of Directors in the advancement of the best
interests of the Company. Nothing in this Section 2.3, however, will prevent
the Consultant from engaging in additional activities that are not inconsistent
with the Consultant’s duties under this Agreement. In no event shall
Consultant’s duties under this Agreement require Consultant to remain our of
Waco, Texas for more than three (3) weeks including two (2) weekends without
returning to Waco, Texas for a period of at least three (3) consecutive
calendar days unless Consultant and Company mutually agree. Consultant shall
be available to perform duties upon three (3) business days notice from
Company.



3. COMPENSATION




          3.1 Subject to the terms of this Agreement, the Consultant will receive
compensation as set forth in subparts (a) and (b) of this Section 3.1.




	(a)	 	Consulting Fee. The Consultant will be paid a consulting fee
of $1,000.00 per Workday (or a pro-rata portion thereof for partial
Workdays), commencing on the Effective Date, and continuing during
the Consulting Period (the “Consulting Fee”). Consultant shall
submit documentation as reasonably required by Company to
substantiate Workdays (“Documentation”). The Consulting Fee will be
payable in equal minimum bi-monthly installments equal to $4,166.67
on the 15th of the month and on the last day of each calendar month
according to the Company’s customary payroll practices. In the
event Consultant is required to work in excess of 100 Workdays
during the Consulting Period then such excess shall be payable to
Consultant at the rate of $1,000.00 per excess Workday on the
15th
of each month following the month in which Consultant reaches the
Workday Threshold. Except as provided in Section 6, the Consulting
Fee shall be paid to Consultant for at least




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	 	 	the number of Workdays constituting the Workdays Threshold, even if the
Consultant is not required to work the entire Workdays Threshold by
Company.






	(b)	 	No Other Compensation. Except as set forth in a Separation
Agreement and Release (the “Separation Agreement”) of even date
herewith executed by Consultant, Company and FirstCity Financial
Corporation, the Consultant shall not be entitled to any additional
compensation, fees, benefits or bonuses of any kind from the Company
or its subsidiaries or affiliates.





          3.2 STATUS OF CONSULTANT AND COMPANY. The parties intend that Consultant
shall be considered a part-time employee of the Company during the Consulting
Period. However, Consultant shall not be entitled to participate in any benefit
or benefit plan of Company or its affiliates and upon the termination of this
Agreement shall not be entitled to or due any type of severance.



4. FACILITIES AND EXPENSES




          4.1 GENERAL. The Company will furnish the Consultant office space,
equipment, supplies, and such other facilities as the Company deems necessary
or appropriate for the performance of the Consultant’s duties under this
Agreement. The Company will pay on behalf of the Consultant (or reimburse the
Consultant for) reasonable expenses incurred by the Consultant, to which the
Company gave its prior written approval, at the request of, or on behalf of,
the Company in the performance of the Consultant’s duties pursuant to this
Agreement, and in accordance with the Company’s employment policies, including
reasonable expenses incurred by the Consultant in attending business meetings.
The Consultant must file expense reports with respect to such expenses in
accordance with the Company’s policies.



5. INTENTIONALLY OMITTED




6. TERMINATION




          6.1 EVENTS OF TERMINATION. During the Consulting Period, the Consultant’s
Consulting Fee, and any and all other rights of the Consultant under this
Agreement will terminate (except as otherwise provided in this Section 6):




	(a)	 	upon the death of the Consultant; or






	(b)	 	For Cause (as defined in Section 6.2), immediately upon
notice from the Company to the Consultant, or at such later time as
such notice may specify.





          6.2 DEFINITION OF “FOR CAUSE”. For purposes of Section 6.1, the phrase
“For Cause” shall have the meaning as determined under common law, and shall
include, without limitation: (a) the Consultant’s material breach of this
Agreement; (b) the Consultant’s failure to adhere to any written policy of the
Company if the Consultant has been given a reasonable opportunity to comply
with such policy or cure his failure to comply (which reasonable opportunity
must be granted during the ten-day period preceding termination of this
Agreement); (c) the Consultant’s appropriation (or attempted appropriation) of
a material business opportunity of the Company, including attempting to secure
or securing any personal profit in connection with any transaction entered into
on behalf of the Company; (d) the Consultant’s misappropriation (or attempted
misappropriation) of any of the Company’s funds or property or commission of
any act of



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fraud or embezzlement by the Consultant; (e) willful misconduct by the
Consultant in the performance of his duties hereunder; (f) any breach by the
Consultant of any fiduciary duty to the Company; (g) Consultant’s breach under
the Separation Agreement; or (h) the Consultant’s conviction of, the indictment
for (or its procedural equivalent), or the entering of a guilty plea or plea of
no contest with respect to, a felony, the equivalent thereof, or any other
crime with respect to which imprisonment is a possible punishment. Termination
of Consultant “For Cause” shall deem the Note paid in full according to Section
2 of such Note, as amended.



          6.3 INTENTIONALLY OMITTED



          6.4 TERMINATION PAY. Effective upon the termination of this Agreement,
the Company will be obligated to pay the Consultant (or, in the event of his
death, his designated beneficiary as defined below) only such compensation as
is provided in this Section 6.4, and in lieu of all other amounts and in
settlement and complete release of all claims the Consultant may have against
the Company. For purposes of this Section 6.4, the Consultant’s designated
beneficiary will be such individual beneficiary or trust, located at such
address, as the Consultant may designate by notice to the Company from time to
time or, if the Consultant fails to give notice to the Company of such a
beneficiary, the Consultant’s estate. Notwithstanding the preceding sentence,
the Company will have no duty, in any circumstances, to attempt to open an
estate on behalf of the Consultant, to determine whether any beneficiary
designated by the Consultant is alive or to ascertain the address of any such
beneficiary, to determine the existence of any trust, to determine whether any
person or entity purporting to act as the Consultant’s personal representative
(or the trustee of a trust established by the Consultant) is duly authorized to
act in that capacity, or to locate or attempt to locate any beneficiary,
personal representative, or trustee. Upon the termination of this Agreement,
the Consultant will be entitled to receive the Consulting Fee based on Workdays
worked only through the date such termination is effective. In the event this
Agreement terminates prior to the end of the Consulting Period, and the
Consultant Fees paid to Consultant are greater than $1,000.00 times the number
of Workdays worked then Company may offset the difference in equal amounts
against the remaining payments owed to Consultant under a Separation Agreement
and Release of even date herewith between Consultant, FCSC and FirstCity
Financial Corporation.



7. NON-DISCLOSURE COVENANT; CONSULTANT INVENTIONS




          7.1 ACKNOWLEDGMENTS BY THE CONSULTANT. The Consultant acknowledges that
(a) during the Consulting Period and as a part of his engagement, the
Consultant will be afforded access to Confidential Information; (b) public
disclosure of such Confidential Information could have an adverse effect on the
Company and its business; (c) because the Consultant possesses substantial
technical expertise and skill with respect to the Company’s business, the
Company desires to obtain exclusive ownership of each Consultant Invention, and
the Company will be at a substantial competitive disadvantage if it fails to
acquire exclusive ownership of each Consultant Invention; (d) the Company has
required that the Consultant make the covenants in this Section 7 as a
condition to entering into this Agreement; and (e) the provisions of this
Section 7 are reasonable and necessary to prevent the improper use or
disclosure of Confidential Information and to provide the Company with
exclusive ownership of all Consultant Inventions.



          7.2 AGREEMENTS OF THE CONSULTANT. In consideration of the compensation
to be paid or provided to the Consultant by the Company under this Agreement,
the Consultant covenants as follows:



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	(a)	 	Confidentiality.






	(i)	 	During the Consulting Period the Consultant will
hold in confidence the Confidential Information and will not
disclose it to any person except with the specific prior
written consent of the Company or except as otherwise
expressly permitted by the terms of this Agreement.
	 
	(ii)	 	Any trade secrets of the Company will be entitled
to all of the protections and benefits under applicable law.
If any information that the Company deems to be a trade secret
is found by a court of competent jurisdiction not to be a
trade secret for purposes of this Agreement, such information
will, nevertheless, be considered Confidential Information for
purposes of this Agreement. The Consultant hereby waives any
requirement that the Company submit proof of the economic
value of any trade secret or post a bond or other security.
	 
	(iii)	 	None of the foregoing obligations and
restrictions applies to any part of the Confidential
Information that the Consultant demonstrates was or became
generally available to the public other than as a result of a
disclosure by the Consultant.
	 
	(iv)	 	The Consultant will not remove from the Company’s
premises (except to the extent such removal is for purposes of
the performance of the Consultant’s duties at home or while
traveling, or except as otherwise specifically authorized by
the Company) any document, record, notebook, plan, model,
component, device, or computer software or code owned by the
Company, whether embodied in a disk or in any other form
(collectively, the “Proprietary Items”). The Consultant
recognizes that, as between the Company and the Consultant,
all of the Proprietary Items, whether or not developed by the
Consultant, are the exclusive property of the Company. Upon
termination of this Agreement by either party, or upon the
request of the Company during the Consulting Period, the
Consultant will return to the Company all of the Proprietary
Items in the Consultant’s possession or subject to the
Consultant’s control, and the Consultant shall not retain any
copies, abstracts, sketches, or other physical embodiment of
any of the Proprietary Items.






	(b)	 	Consultant Inventions. Each Consultant Invention will belong
exclusively to the Company. If it is determined that any such works
are not works made for hire, the Consultant hereby assigns to the
Company all of the Consultant’s right, title and interest, including
all rights of copyright, patent, and other intellectual property
rights, to or in such Consultant Inventions. The Consultant
covenants that he will promptly:






	(i)	 	disclose to the Company any Consultant Invention;
	 
	(ii)	 	assign to the Company or to a party designated by
the Company, at the Company’s request and without additional
compensation, all of the




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	 	 	Consultant’s rights to the Consultant Invention for the
United States and all foreign jurisdictions;
	 
	(iii)	 	execute and deliver to the Company such
applications, assignments, and other documents as the Company
may request in order to apply for and obtain patents or other
registrations with respect to any Consultant Invention in the
United States and any foreign jurisdictions;
	 
	(iv)	 	sign all other papers necessary to carry out the
above obligations; and
	 
	(v)	 	give testimony and render any other assistance
but without expense to the Consultant in support of the
Company’s rights to any Consultant Invention.





          7.3 DISPUTES OR CONTROVERSIES. The Consultant recognizes that should a
dispute or controversy arising from or relating to this Agreement be submitted
for adjudication to any court, arbitration panel, or other third party, the
preservation of the secrecy of Confidential Information may be jeopardized. In
the event any arbitration or court proceeding is instigated relating to this
Agreement, the parties to this Agreement agree to make good faith efforts to
preserve the secrecy of any Confidential Information.



8. INTENTIONALLY OMITTED




9. GENERAL PROVISIONS




          9.1 INJUNCTIVE RELIEF AND ADDITIONAL REMEDY. The Consultant acknowledges
that the injury that would be suffered by the Company as a result of a breach
of the provisions of this Agreement (including any provision of Section 7)
would be irreparable and that an award of monetary damages to the Company for
such a breach would be an inadequate remedy. Consequently, the Company will
have the right, in addition to any other rights it may have, to obtain
injunctive relief to restrain any breach or threatened breach or otherwise to
specifically enforce any provision of this Agreement, and the Company will not
be obligated to post bond or other security in seeking such relief. Without
limiting the Company’s rights under this Section 9 or any other remedies of the
Company, if the Consultant breaches any of the provisions of Section 7, the
Company will have the right to cease making any payments otherwise due to the
Consultant under this Agreement.



          9.2 COVENANTS OF SECTION 7 ARE ESSENTIAL AND INDEPENDENT COVENANTS. The
covenants by the Consultant in Section 7 are essential elements of this
Agreement, and without the Consultant’s agreement to comply with such
covenants, the Company would not have entered into this Agreement or engaged or
continued the engagement of the Consultant. The Company and the Consultant
have independently consulted their respective counsel and have been advised in
all respects concerning the reasonableness and propriety of such covenants,
with specific regard to the nature of the business conducted by the Company.



          The Consultant’s covenants in Section 7 are independent covenants and the
existence of any claim by the Consultant against the Company under this
Agreement or otherwise, or against the Buyer, will not excuse the Consultant’s
breach of any covenant in Section 7 unless the Agreement is terminated pursuant
to paragraph 6.1(b) hereof.



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          If the Consultant’s engagement hereunder expires or is terminated, this
Agreement will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of the Consultant in Section 7 unless
the Agreement is terminated pursuant to paragraph 6.1(b) hereof.



          9.3 REPRESENTATIONS AND WARRANTIES BY THE CONSULTANT. The Consultant
represents and warrants to the Company that the execution and delivery by the
Consultant of this Agreement do not, and the performance by the Consultant of
the Consultant’s obligations hereunder will not, with or without the giving of
notice or the passage of time, or both: (a) violate any judgment, writ,
injunction, or order of any court, arbitrator, or governmental agency
applicable to the Consultant; or (b) conflict with, result in the breach of any
provisions of or the termination of, or constitute a default under, any
agreement to which the Consultant is a party or by which the Consultant is or
may be bound.



          9.4 WAIVER. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by either
party in exercising any right, power or privilege under this Agreement will
operate as a waiver of such right, power or privilege, and no single or partial
exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any
other right, power or privilege. To the maximum extent permitted by applicable
law, (a) no claim or right arising out of this Agreement can be discharged by
one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other party; (b) no waiver that may be
given by a party will be applicable except in the specific instance for which
it is given; and (c) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party giving such
notice or demand to take further action without notice or demand as provided in
this Agreement.



          9.5 BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED. This Agreement shall
inure to the benefit of, and shall be binding upon, the parties hereto and
their respective successors, assigns, heirs, and legal representatives,
including any entity with which the Company may merge or consolidate or to
which all or substantially all of its assets may be transferred. The duties and
covenants of the Consultant under this Agreement, being personal, may not be
assigned.



          9.6 NOTICES. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b)
sent by facsimile (with written confirmation of receipt), provided that a copy
is mailed by registered mail, return receipt requested, or (c) when received by
the addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):



	 	 	 	 	 	 	 	 	 
	

	 	If to Company:
	 	FirstCity Servicing Corporation
	

	 	 	 	P.O. Box 8216, Waco, Texas 76714-8216 (mail)
	

	 	 	 	6400 Imperial Drive, Waco, Texas 76712 (deliveries only)
	

	 	 	 	Attention: Richard J. Vander Woude
	

	 	 	 	Facsimile No. 254-761-2953
	 
	 	 	 	 
	

	 	If to the Consultant:
	 	G. Stephen Fillip







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	 	 	 	1041 Bosque Ridge
	

	 	 	 	Crawford, Texas 76638







          9.7 ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral or written, between
the parties hereto with respect to the subject matter hereof. This Agreement
may not be amended orally, but only by an agreement in writing signed by the
parties hereto.



          9.8 GOVERNING LAW. This Agreement will be governed by the laws of the
State of Texas without regard to conflicts of laws principles.



          9.9 SECTION HEADINGS, CONSTRUCTION. The headings of Sections in this
Agreement are provided for convenience only and will not affect its
construction or interpretation. All references to “Section” or “Sections”
refer to the corresponding Section or Sections of this Agreement unless
otherwise specified. All words used in this Agreement will be construed to be
of such gender or number as the circumstances require. Unless otherwise
expressly provided, the word “including” does not limit the preceding words or
terms.



          9.10 SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.



          9.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.



          9.12 NO THIRD-PARTY BENEFICIARIES. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective
successors, permitted assigns, heirs and legal representatives.



          9.13 NO CONSTRUCTION AGAINST PREPARER. No provision of this Agreement
shall be construed against or interpreted to the disadvantage of any party by
any court or other governmental or judicial authority by reason of such party’s
having or being deemed to have prepared or imposed such provision.



          9.14 COUNSEL. Each party hereto warrants and represents that each party
has been afforded the opportunity to be represented by counsel of its choice in
connection with the execution of this Agreement, and has had ample opportunity
to read, review, and understand the provisions of this Agreement.



          9.15 ATTORNEYS’ FEES. In the event of any litigation between the Company
and the Consultant arising under or in connection with this Agreement, the
prevailing party shall be entitled to recover from the other party the expenses
of litigation (including reasonable attorneys’ fees, expenses and
disbursements) incurred by the prevailing party.



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          9.16 NON-WAIVER. Failure by any party to complain of any action,
non-action or breach of any other party shall not constitute a waiver of any
aggrieved party’s rights hereunder. Waiver by any party of any right arising
from any breach of any other party shall not constitute a waiver of any other
right arising from a subsequent breach of the same obligation or for any other
default, past, present or future.



          9.17 TIME OF ESSENCE; DATES. Time is of the essence of this Agreement.
Anywhere a day certain is stated for payment or for performance of any
obligation, the day certain so stated enters into and becomes a part of the
consideration for this Agreement. If any date set forth in this Agreement
shall fall on, or any time period set forth in this Agreement shall expire on,
a day which is a Saturday, Sunday, federal or state holiday, or other
non-business day, such date shall automatically be extended to, and the
expiration of such time period shall automatically be extended to, the next day
which is not a Saturday, Sunday, federal or state holiday or other non-business
day. The final day of any time period under this Agreement or any deadline
under this Agreement shall be the specified day or date, and shall include the
period of time through and including such specified day or date.



          9.18 FACSIMILE AS WRITING. The parties expressly acknowledge and agree
that, notwithstanding any statutory or decisional law to the contrary, the
printed product of a facsimile transmittal shall be deemed to be “written” and
a “writing” for all purposes of this Agreement.



          9.19 ARBITRATION. The parties agree that any controversy or claim arising
out of or relating to this Agreement, the Consultant’s engagement or
termination, including all statutory and common law claims (except for workers’
compensation and unemployment claims) will be settled exclusively by final and
binding arbitration. Arbitration will be governed by the Federal Arbitration
Act and administered by the Judicial Arbitration and Mediation Services Rules
for the Resolution of Employment Disputes (JAMS). The arbitrator is empowered
to award all appropriate remedies under Texas or federal law. The arbitrator
shall have exclusive authority to resolve any dispute relating to the validity,
interpretation, application and enforcement of this Agreement. Judgment on the
arbitrator’s award may be enforced in any court with proper jurisdiction. Each
party will equally bear all costs and legal fees of arbitration, unless
otherwise required by law. The parties further agree that the arbitration will
occur in Dallas County, Texas.



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          9.20 TERMINATION OF PRIOR AGREEMENTS. EXCEPT FOR THE SEPARATION AND
RELEASE OF EVEN DATE HEREWITH, THE COMPANY AND THE CONSULTANT ACKNOWLEDGE AND
AGREE THAT THIS AGREEMENT IS THE ONLY AGREEMENT RELATING TO THE TERMS OF
ENGAGEMENT, COMPENSATION, BONUSES, RIGHTS TO ANY PROFITS (OR INTEREST THEREIN)
OR ANY OTHER CLAIM TO PAYMENTS OF ANY KIND OF THE CONSULTANT RELATING TO THE
COMPANY, FIRSTCITY FINANCIAL MORTGAGE CORPORATION, NEW AMERICA FINANCIAL, INC.,
HARBOR FINANCIAL MORTGAGE CORPORATION, OR ANY OF THEIR AFFILIATES OR
SUBSIDIARIES COVERING THE CONSULTING PERIOD OR ANY PERIOD OF TIME PRIOR TO THE
EFFECTIVE DATE. ANY AND ALL OTHER AGREEMENTS BETWEEN THE PARTIES TO THIS
AGREEMENT RELATING TO THE TERMS OF ENGAGEMENT, COMPENSATION, BONUSES, RIGHTS TO
ANY PROFITS (OR INTEREST THEREIN) OR ANY OTHER CLAIM TO PAYMENTS OF ANY KIND
(WHETHER DEFERRED OR OTHERWISE), OR OTHER ENGAGEMENT MATTERS BETWEEN THE
CONSULTANT AND THE COMPANY, OR ANY OF ITS AFFILIATES OR SUBSIDIARIES ARE HEREBY
TERMINATED.


IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as
of the date above first written above.




	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 
	 	 	FirstCity Servicing Corporation
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	James T. Sartain
	

	 	 	 	

	

	 	Title:	 	Chairman
	

	 	 	 	

	 
	 	 	 	 
	 	 	CONSULTANT:
	 
	 	 	 	 
	 	 	

	 	 	G. Stephen Fillip








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