Exhibit 10.9

                            STOCK PURCHASE AGREEMENT

     This Agreement is made and entered into this 29th day of October, 2003, but
is agreed to be effective as of the 30th day of September,  2003, by and between
Pioneer  Financial  Industries,  Inc.,  a Nevada  Corporation,  ("PFI") with its
principal  offices  located  at 955 S.  Virginia,  Ste.  116 Reno,  NV 89502 and
Pioneer  Financial  Services,  Inc.,  a Missouri  Corporation,  ("PFS") with its
principal  offices located at 4700  Belleview,  Ste. 300, Kansas City, MO 64112.
Pioneer  Licensing  Services,  Inc.,  a  Nevada  Corporation,  ("PLS")  with its
principal  offices  located at 3050 E. Desert Inn Rd., Ste.  125, Las Vegas,  NV
89121 is a party to this  Agreement  to the  extent of the  representations  and
warranties set forth herein.

      Whereas PFI owns all of the outstanding stock of PLS; and,

      Whereas PFS is desirous of purchasing all of the stock of PLS from PFI,

      In  consideration  of the mutual covenants set forth below, and other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the parties agree as follows, intending to be legally bound:

1       Agreement to Purchase.  PFS agrees to purchase from PFI 10,000 shares of
the common stock of PLS (the "Shares"),  par value $1.00 per share, effective on
the date set  forth  above  at a  purchase  price  of  $106,082.05.  The  Shares
constitute  all of the  issued and  outstanding  shares of any class of stock of
PLS.  Such Shares shall be duly and validly  issued and,  when issued,  shall be
fully paid and non-assessable.

2       Closing and Payment of the Purchase Price.

        2.1    The Closing  shall take  place at 10:00 AM on October 29, 2003 at
the offices of PFS, Suite 300, 4700 Belleview,  Kansas City, MO or at such other
time and place as the parties may agree upon.

        2.2    At the  Closing  PFS shall  deliver in cash or other  immediately
available funds to PFI the entire aggregate purchase price.

        2.3    At the Closing, PFI shall deliver to PFS stock certificates, duly
endorsed  for  transfer,  free and clear of any and all  liens or  encumbrances,
together with  resignations  of any and all officers and directors of PLS as PFS
shall  have  designated  in writing to PFI and PLS at least one day prior to the
Closing.

3       Representations of the PFI.  PFI hereby represents  and  warrants to the
PFS as follows:

        3.1    PLS is a corporation duly organized, legally existing and in good
standing under the laws of the state of Nevada. PLS has the requisite  corporate
power to own and operate its properties and assets, and to carry on its business
as presently conducted and as proposed to be conducted. PLS has no subsidiaries,
and is not a member of any partnership or joint venture

<PAGE>

or  limited  liability  company.   PLS  is  qualified  to  do  business  in  all
jurisdictions wherein the nature of its' activities require such qualification.

        3.2    The entire authorized capital stock of PLS  consists  of  100,000
common shares,  par value $1.00 per share, of which 10,000 shares are issued and
presently outstanding.

        3.3    PFI  has  furnished to PFS such financial statements and informa-
tion as the parties  have  deemed  necessary  and  appropriate.  Such  financial
statements  were  prepared  in  accordance  with PLS's  books and records and in
accordance with generally accepted accounting  principles and fairly present the
financial  position  and  results  of the  Company  as of the  dates and for the
periods indicated. The Company has no material liabilities or obligations, which
are not shown or provided for in such financial statements, except those arising
in the ordinary course of the Company's business.

        3.4    This  Agreement  has been duly  executed and delivered by PFI and
constitutes  the legal,  valid and binding  obligation  of PFI,  enforceable  in
accordance  with its terms.  The  execution,  delivery and  performance  of this
Agreement by PFI and the  consummation  by it of the  transactions  contemplated
hereby does not require the consent, waiver, approval,  license or authorization
of any person,  entity or public  authority which will not have been obtained on
or prior to Closing.

        3.5    Neither  the  execution and delivery of this  Agreement  nor  the
consummation of the transactions  contemplated hereby will violate any provision
of  the  articles  of  incorporation  or  by-laws  of  either  PFI or PLS or any
subsidiary of either or violate, or be in conflict with, or constitute a default
(or an event  which,  with notice or lapse of time or both,  would  constitute a
default)  under,  or result in the termination of, or accelerate the maturity of
any debt or  obligation  pursuant to, or result in the creation or imposition of
any  encumbrance  upon  any  property  or  assets  of  either  PFI or PLS or any
subsidiary  of either under any  agreement or  commitment to which PFI or PLS or
any  subsidiary of either is a party or by which PFI or PLS or any subsidiary of
either is bound,  or to which the  property of PFI or PLS or any  subsidiary  of
either is  subject,  or  violate  any  federal or state  statute or law,  or any
judgment,  decree,  order,  regulation  or rule of any federal or state court or
domestic governmental authority.

        3.6    PLS has filed all tax returns of any  nature  which  are required
to have been filed by the  effective  date of this  Agreement.  PLS has paid all
taxes due shown on such tax  returns.  No tax  returns of PLS are under audit at
this time.  PLS is not a party to any tax sharing  agreement  with its parent or
affiliated corporations.

4       Representations of the PFS.  PFS acknowledges that  the Shares are being
offered and sold in reliance upon exemptions  from federal and state  securities
laws. In connection with these exemptions, PFS hereby represents and warrants to
PFI and to PLS as follows:

        4.1    The Shares will be acquired  for PFS' own  account for investment
and not with the view toward resale or distribution thereof.

        4.2    PFS is able to bear the economic risks of an  investment  in  the
Shares and is able to hold the Shares for an indefinite period of time.


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<PAGE>

        4.3    PFS and its officers  and  directors  have  such   knowledge  and
experience in financial and business matters that they are capable of evaluating
the merits and risks of an investment in PLS.

        4.4    PFS has taken the opportunity to conduct a due diligence investi-
gation of PLS, has reviewed its  financial  and other  records,  and has had the
opportunity to ask questions of and receive  answers from management of PLS. All
such  questions  have been  answered to the full  satisfaction  of PFS.  PFS has
carefully  evaluated  the  business  of PLS and the risks  associated  with this
investment.

        4.5    PFS  understands and  acknowledges  that the Shares have not been
registered  with the  U.S.  Securities  Exchange  Commission  or with any  state
securities  administrator.  PFS  acknowledges  that  PLS is not  subject  to the
reporting requirements of the Securities Exchange Act of 1934. Accordingly,  PLS
is not obligated to make the filings and reports, or make publicly available the
information,  which is a condition to the  availability  of Rule 144 promulgated
under the Securities Act of 1933.

        4.6    PFS has taken all necessary  corporate  action  to  authorize the
execution of this agreement and the fulfillment of the transactions contemplated
herein.

5       Limitation on Transfer of Shares.  PFS acknowledges and understands that
there are substantial  restrictions on the  transferability  of the Shares under
federal and applicable  state securities laws. Since the Shares will not be, and
PFS has no right to require that they be, registered under the Securities Act of
1933 or applicable  state securities laws, the Shares may not be, and PFS agrees
that they  shall  not be,  offered  or sold  unless  such  sale is  exempt  from
registration  under the Securities Act and any applicable state securities laws.
PFS further acknowledges that PLS is under no obligation to aid PFS in obtaining
any exemption from the  registration  requirements.  PFS  understands and agrees
that  the  Shares  will  bear and be  subject  to a  legend  referring  to these
restrictions.

6       Termination of Agreement.  The representations, warranties and covenants
of the parties shall survive the closing of the purchase of the Shares hereunder
for a period of two years.

7       General

        7.1    Entire  Agreement.  This Agreement constitutes the entire  agree-
ment of the  parties,  supersedes  any prior terms  sheets,  letter of intent or
agreements,  and may not be changed,  nor any of its provisions waived,  without
the written consent of all the parties.

        7.2    Binding Effect.  This Stock Purchase  Agreement  shall be binding
upon and inure to the  benefit of PFI and its  successors  and assigns and shall
not be assignable by PFS without the prior written consent of the Company.  This
Agreement  shall inure to the  benefit of PFS and shall be binding  upon PFS and
its successors and assigns.

        7.3    Missouri Law.   This  Agreement shall  be construed in accordance
with and be  governed  by the laws of the State of  Missouri  without  regard to
choice of law principles.


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<PAGE>

        7.4    Notices.    All  notices  and  other  communications  required or
permitted  to be given  under this  Agreement  shall be in writing  and shall be
deemed to have been fully given if  delivered  personally  or sent by  certified
mail, postage prepaid, to the party to receive such notice at the address of the
Corporations, or to any other address or addresses as may hereafter be specified
by notice given by any of the above for itself to the others.

      IN WITNESS WHEREOF,  the parties hereto have agreed as of the day and year
first above written.

                                    PIONEER FINANCIAL INDUSTRIES, INC.,
                                    a Nevada corporation

                                    By:    /s/ William D. Sullivan
                                           --------------------------
                                    Name:  William D. Sullivan
                                    Title: President
ATTEST:

/s/ J.A. Sullivan
---------------------------
Name:   J.A. Sullivan
Title:  Vice President


                                    PIONEER FINANCIAL SERVICES, INC.,
                                    a Missouri corporation

                                    By:    /s/ William D. Sullivan
                                           --------------------------
                                    Name:  William D. Sullivan
                                    Title: Chief Executive Officer
ATTEST:

/s/ Thomas H. Holcom
---------------------------
Name:  Thomas H. Holcom
Title:  President & C.O.O.


                                    PIONEER LICENSING SERVICES, INC.,
                                    a Nevada corporation

                                    By:    /s/ William D. Sullivan
                                           --------------------------
                                    Name:  William D. Sullivan
                                    Title: President
ATTEST:

/s/ Randy J. Opliger
---------------------------
Name:  Randy J. Opliger
Title:  Treasurer




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