Exhibit 10(bl)

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                  PREMIUM RECEIVABLE SERVICING AGREEMENT


                               by and among


                                FPF, INC.,


                                    and


                       Hallmark Finance Corporation



                       Dated as of November 18, 1999


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<PAGE>

                  PREMIUM RECEIVABLE SERVICING AGREEMENT


       This   PREMIUM   RECEIVABLE   SERVICING   AGREEMENT    ("Servicing
  Agreement") is made as of November 18,  1999 by and among FPF, INC.,  a
  Colorado corporation ("FPF"), and Hallmark Finance Corporation, a Texas
  corporation, as servicer (the "Servicer").

                           PRELIMINARY STATEMENT

       WHEREAS, pursuant to the Sale and Assignment Agreement (the  "Sale
  Agreement") dated of even date herewith by and between FPF and Hallmark
  Finance Corporation,  FPF  will  acquire  certain  Premium  Receivables
  originated by the Seller, as seller, and FPF, as purchaser; and

       WHEREAS, the parties  hereto desire to  enter into this  Servicing
  Agreement  to  provide  for,   among  other  things,  the   management,
  administration, servicing and collections  with respect to the  Premium
  Receivables for the benefit of FPF and its assignees and designees  and
  to perform certain duties as described herein.

       NOW, THEREFORE, in consideration  of the covenants and  conditions
  contained in this  Servicing Agreement,  the parties,  intending to  be
  legally bound, hereby agree as follows:

                                ARTICLE I

                               DEFINITIONS

       Defined Terms.  Capitalized terms  used and not otherwise  defined
  in this Servicing  Agreement shall have  the meaning set  forth in  the
  Sale Agreement.   As used in  this Servicing  Agreement, the  following
  terms, unless  the  context  otherwise  requires,  have  the  following
  meanings (such meanings to  be equally applicable  to the singular  and
  plural forms of the terms defined):

       "Allowable Coverage  Change"  means,  with respect  to  a  Premium
  Receivable, a  modification thereof  approved by  the Servicer  in  the
  ordinary course of its business and in accordance with the standard  of
  care set  forth in  Section 2.16  of  this Servicing  Agreement,  which
  modification does not (a)  provide that the  principal and interest  on
  the Premium Receivable can be paid  over an aggregate period  extending
  beyond the Term, (b)  decrease the annual  percentage rate of  interest
  payable on the Premium Receivable or (c) reduce the principal amount of
  the Premium  Receivable  or  release the  Realization  Provisions  with
  respect to such Premium Receivable.

       "Approved  Expenses"  means,  with   respect  to  a  Person,   all
  reasonable and  documented direct  out-of-pocket expenses  incurred  by
  such Person including, without limitation, professional services  (such
  as attorneys, consultants and accountants), postage, courier  services,
  insurance, stationery,  telephone, facsimile  transmission and  travel,
  any of which are incurred specifically in the performance of its duties
  under this Servicing  Agreement, other than  required reporting  duties
  thereunder and general office overhead.
<PAGE>
       "Cancellation  Standard"  means,  as  of  any  date,  the   timely
  cancellation by  the  Servicer  of the  underlying  insurance  policies
  relating  to  at  least  ninety-seven  percent  (97%)  of  the  Premium
  Receivables on which payments are overdue by thirty (30) days or more.

       "Change of Control" shall  have the meaning  set forth in  Section
  2.11(c) of this Servicing Agreement.

       "Collections Account" means the lock box account or other accounts
  established by Servicer in the name  of FPF or its designee into  which
  the Collections are to  be deposited pursuant to  Section 3.01 of  this
  Servicing Agreement.

       "Collections  Depository   Account"  shall   mean  the   financial
  institution specified in Section 3.03 of this Servicing Agreement.

       "Daily Servicer Report" means a report in the form of  Exhibit A-1
  to this Servicing Agreement pursuant to Section 2.10(a) hereof.

       "Event of Servicing Default" shall have  the meaning set forth  in
  Section 5.01 of this Servicing Agreement.

       "Loan  Documents"  means  the  original  signed  Premium   Finance
  Agreement (or  a facsimile  thereof in  the event  an original  is  not
  received by Seller), the signed power of attorney of the insured (if  a
  power of attorney signed by the insured is not included in the  Premium
  Finance Agreement), and  all other  documents necessary  for the  legal
  origination of the Premium Finance Agreement.

       "Monthly Servicer Report" means a report in the form of Exhibit A-
  2 to this Servicing Agreement pursuant to Section 2.10(a) hereof.

       "Reporting Period" shall  mean the period  beginning on the  first
  day of the calendar month and ending  on the last day of such  calendar
  month; provided,  that  the  initial Reporting  Period  begins  on  the
  Effective Date.

       "Scheduled Payment" shall mean the  monthly payment relating to  a
  Premium Receivable  required  to be made by  the Obligor thereunder  in
  order to fully amortize the principal balance of the Premium Receivable
  under the method, term and rate stated in the Premium Finance Agreement
  or similar agreement evidencing such Premium Receivable.

       "Servicing Documents" shall have the meaning specified in  Section
  2.14 of this Servicing Agreement.

       "Servicing Fee" shall have the  meaning specified in Section  2.08
  of this Servicing Agreement.

       "Successor Servicer"  means that  Person succeeding  the  Servicer
  under and pursuant to Section 5.02  of this Servicing Agreement as  may
  be designated by FPF.
<PAGE>
                              ARTICLE II

            ADMINISTRATION AND SERVICING OF PREMIUM RECEIVABLES

       Section 2.01.    Appointment and Duties of Servicer.

            (a)  FPF hereby appoints the Seller, as the Servicer, and the
       Seller  shall  remain as Servicer  until the earlier  to occur  of
       (i) the payment  in  full  of  all amounts  due  to  FPF  under  a
       termination of the Sale Agreement, (ii) written notice from FPF or
       its designees  to  the Servicer  of  termination of  the  Servicer
       hereunder due  to  the occurrence  of  a Default  under  the  Sale
       Agreement, or (iii) written  notice from FPF  or its designees  to
       the Servicer of termination of the  Servicer hereunder due to  the
       occurrence of an Event of Servicing  Default.  The Servicer  shall
       perform the services required of it pursuant to the terms of  this
       Servicing Agreement.   In  performing  its duties  hereunder,  the
       Servicer shall have full power and authority to do or cause to  be
       done any  and all  things in  connection with  such servicing  and
       administration  which  it  may  deem  necessary  or  desirable  in
       accordance with the standard of care specified herein.

            (b)  The  Servicer,   in   making  collections   of   Premium
       Receivable payments  pursuant to  Section  2.02 hereof,  shall  be
       deemed to be  holding such  funds in trust  on behalf  of, and  as
       agent for, FPF and its designees.

            (c)  FPF shall take all such lawful action in its  discretion
       to compel or secure the performance and observance by the Servicer
       of its  obligations  to  FPF under  or  in  connection  with  this
       Servicing Agreement,  in accordance  with  the terms  hereof,  and
       shall exercise any and all rights, remedies, powers and privileges
       lawfully available  to  FPF  under  or  in  connection  with  this
       Servicing Agreement.

            (d)  The Servicer may not delegate any  or all of its  duties
       or obligations  hereunder, and  the Servicer  shall not  otherwise
       permit any  other Person  to engage  in any  servicing,  auditing,
       administrating, managing,  collecting  or  other  activities  with
       respect to the Premium Receivables, unless approved in writing  by
       FPF or its designees in each such Person's absolute discretion.

            (e)  The  Servicer,   upon   execution  of   this   Servicing
       Agreement, shall execute and  deliver a power  of attorney to  FPF
       and its assigns in  substantially the form  of Exhibit C  attached
       hereto.
<PAGE>
       Section 2.02.    Collection of  Premium Receivable Payments.   All
  servicing of the Premium  Receivables will be  performed on a  "private
  label" basis using  the name of  Seller on a  premium finance  software
  system approved by FPF in writing.   The Servicer shall be  responsible
  for collection of payments called for under the terms and provisions of
  the Premium  Receivables as  and when  the same  shall become  due.  In
  addition, the Servicer shall be responsible for the collection of  late
  payments and enforcing the Realization Provisions with respect thereto,
  and shall follow such collection procedures as are consistent with  the
  standard of care set forth in Section 2.16 hereof.  In accordance  with
  the  foregoing,  the   Servicer  may  grant   extensions,  rebates   or
  adjustments on a Premium Receivable, but shall not modify the  original
  due  dates,  interest  rate  or  Scheduled  Payments  on  the   Premium
  Receivables except as  would constitute an  Allowable Coverage  Change.
  The Servicer may in its discretion waive any late payment charge or any
  other fees that may be collected in the ordinary course of servicing  a
  Premium Receivable.

       Section 2.03.    Past-Due  Premium Receivables; Cancelled  Premium
  Receivables.

            (a)  In the  event an  Obligor has  not made  a payment  with
       regard to a Premium Receivable,  the Servicer shall promptly,  but
       in no event later than 10 days after such due date, (i) notify the
       defaulting Obligor  that the  Servicer shall  request the  Issuing
       Insurance Company to cancel  the insurance coverage pertaining  to
       the Premium Receivable if payment is  not received within 10  days
       of such Obligor's receipt of such  notice (the "Ten Day  Notice"),
       (ii) upon  failure  to  receive  the  payment  due  from   Obligor
       following the period stated in the Ten Day Notice (plus such grace
       period, if any,  as determined  by the  Servicer but  in no  event
       longer than the date 25 days from the original due date, except as
       may be required under applicable state law or regulation), request
       cancellation of  the policy  from  the Issuing  Insurance  Company
       (such  date  stated   in  the  cancellation   request  being   the
       "Cancellation Date") and  (iii) enforce on behalf  of FPF and  its
       designees, any  and all  Realization Provisions  and other  rights
       relating to the Premium Receivable.

            (b)  The Servicer  may, but  is not  obligated to,  submit  a
       written  request  to  the  applicable  Issuing  Insurance  Company
       (whereupon the Servicer shall  retain a copy  of such request  and
       any response thereto) to reinstate the insurance policy underlying
       a Canceled  Premium  Receivable;  provided, that,  prior  to  such
       request  for  reinstatement,  all  past  due  payments  have  been
       received by, or credited to, the  Servicer in the form of a  money
       order,  certified  check,   wire  transfer  or   other  means   of
       immediately  available  funds.    In  the  event  the   underlying
       insurance policy is reinstated  by the Issuing Insurance  Company,
       the Servicer shall make appropriate adjustments in its records and
       reports, and such Premium Receivable shall no longer be considered
       a Cancelled Premium Receivable.

            (c)  The Servicer shall, upon  receipt of unearned  premiums,
       unearned commissions, state guaranty funds, broker guarantee funds
       or funds  from  a cash  collateral  account with  respect  to  the
       related Canceled  Premium  Receivable,  remit such  funds  to  the
       Collections Account pursuant to Section 3.02 hereof.
<PAGE>
       Section 2.04.    Defaulted Premium  Receivables.  With respect  to
  each Defaulted Premium Receivable, the Servicer shall promptly  provide
  in its  Monthly  Servicer  Report  notice  of  such  Defaulted  Premium
  Receivable together  with  the  outstanding principal  amount  of  such
  Defaulted Premium  Receivable and  the number  of days  such  Defaulted
  Premium Receivable  is delinquent.   The  Servicer shall  use its  best
  efforts, consistent with the standard of care set forth in Section 2.16
  hereof, to collect  funds on a  Defaulted Premium  Receivable from  the
  Issuing Insurance Company, insured  or otherwise (any such  collections
  from whatever source being a "Defaulted Premium Receivable  Recovery").
  All Defaulted Premium Receivable Recoveries  shall be deposited by  the
  Servicer into the Collections Account by  the close of business on  the
  Business Day following receipt thereof.

       Section 2.05.    Maintenance of Interests in Premium  Receivables.
  The Servicer  shall take,  or cause  to  be taken,  such steps  as  are
  necessary or reasonably required by FPF or its assignees and  designees
  to maintain  perfection of  the respective  interests  of FPF  and  its
  assignees and  designees  in  the Premium  Receivables  and  the  other
  related Conveyed Property.

       Section 2.06.    Covenants of Servicer.

            (a)  The Servicer  shall  (i)  not  release  any  Realization
       Provisions granted by an Obligor in whole or in part except in the
       event of  payment  in  full by  the  Obligor  thereunder  or  upon
       reacquisition of  the related  Premium Receivable  by the  Seller,
       (ii) not impair the rights of FPF or its assignees in the  Premium
       Receivables, (iii) not modify the  Scheduled Payments due under  a
       Premium Receivable except  as expressly provided  by Section  2.02
       hereof, (iv) not  Sell or pledge  to any other  Person, or  grant,
       create, incur, assume, or suffer to exist any Lien on any  Premium
       Receivable granted to FPF or any interest therein, (v) immediately
       notify FPF of the existence of any Lien on any Premium  Receivable
       which was Sold  pursuant to the  Sale Agreement,  (vi) defend  the
       perfected ownership interest of FPF, its designees and assigns in,
       to, and under the Premium Receivables  Sold to FPF under the  Sale
       Agreement against all claims of third parties claiming through  or
       under the Servicer, (vii) deposit into the Collections Account all
       payments received  by the  Servicer with  respect to  the  Premium
       Receivables in accordance  with Article III hereof,  (viii) comply
       in all  respects  with  the  terms  and  conditions  of  the  Sale
       Agreement and not  amend, modify, or  waive any  provision of  the
       Sale Agreement, (ix) promptly notify FPF of the occurrence of  any
       Event of Servicing Default hereunder and (x) make at the sole cost
       and expense  of  the Servicer  any  filings, reports,  notices  or
       applications and seek any consents or authorizations from any  and
       all government agencies,  tribunals or  authorities in  accordance
       with the UCC and  any state license  or registration authority  on
       behalf of FPF as may be necessary or advisable to create, maintain
       and protect a first-priority, perfected ownership interest of  FPF
       in, to, and on  the Premium Receivables  Sold to it  or as may  be
       required by such government agencies, tribunals or authorities.
<PAGE>
            (b)  The Servicer shall promptly make available to FPF or its
       designee all information relating to each Premium Receivable being
       serviced hereunder in  form and  manner consistent  with the  data
       processing system  maintained  by  FPF or  its  designee  and  the
       Servicer shall respond  to reasonable directions  or requests  for
       information that FPF or its designees  might have with respect  to
       the Premium Receivables.

       Section 2.07.    Reacquisition of Premium Receivables Upon  Breach
  of Representations  or  Warranties.   The  Servicer  shall  inform  FPF
  promptly, in writing, upon the discovery of any breach by the Seller of
  any of  the  representations,  warranties  or  covenants  contained  in
  Section 11 of the  Sale Agreement.  Unless  the breach shall have  been
  cured within five Business Days after such discovery, the Servicer,  if
  directed by FPF  in accordance with  Section 6 of  the Sale  Agreement,
  shall use  its best  efforts  to cause  the  Seller, within  five  days
  following such cure period, to acquire any Premium Receivable that  FPF
  has deemed as not  being an Eligible  Premium Receivable in  accordance
  with the terms of Section 6 of the Sale Agreement.  The Servicer  shall
  remit  all  Repurchase  Price  funds  received  with  respect  to   the
  Repurchase Property to the Collections Account within one Business  Day
  of receipt thereof.

       Section 2.08.    Premium Receivable Servicing Fees.

            (a)  For so  long  as  the Servicer  is  acting  as  Servicer
       pursuant to this Servicing Agreement, FPF shall pay or cause to be
       paid to  the Servicer  the following  monthly Servicing  Fee  (the
       "Servicing Fee")  for each  Reporting  Period payable  during  the
       following Reporting  Period  on the  date  specified in  the  Sale
       Agreement:

                 (i)  an amount calculated at a  rate of 3.50% per  annum
            of  the  average  daily  FPF  Principal  Balance  during  the
            reporting.

            (b)  In the  event  the initial  Servicer  is replaced  by  a
       Successor Servicer  (which may  be FPF,  Flatiron Credit  Company,
       Inc.  or  any  successor  designated  by  FPF)  pursuant  to  this
       Servicing Agreement, FPF  shall pay  or cause  to be  paid to  any
       Successor  Servicer  a  monthly  servicing  fee  (the   "Successor
       Servicing Fee"),  which Successor  Servicing  Fee shall  be,  with
       respect to each Reporting  Period, an amount equal  to the sum  of
       (i) the  Servicing  Fee plus  (ii)  all Approved  Expenses.    The
       Successor Servicing Fee with respect  to a Reporting Period  shall
       be paid to  the Successor  Servicer during  the month  immediately
       following such Reporting  Period on the  date as  provided in  the
       Sale Agreement.
<PAGE>
       Section 2.09.    Servicer's  Certificate as to  Compliance.   Upon
  the written request  of FPF, the  Servicer shall deliver  to FPF,  from
  time to  time,  an  officers' certificate,  signed  by  an  officer  of
  Servicer (including the  President, any Vice  President, and  Assistant
  Vice President,  the  Secretary, the  Treasurer  or any  other  officer
  customarily performing functions similar to  those performed by any  of
  such designated officers (a "Responsible Officer")) and dated effective
  as of the last day of the  preceding month, stating, as to each  signer
  thereof, that (a) a review of the activities of the Servicer during the
  preceding six-month  period and  of  performance under  this  Servicing
  Agreement  has  been  made   under  each  such  Responsible   Officer's
  supervision, and  (b) to  the best  of each  such officer's  knowledge,
  based on such review,  the Servicer has  fulfilled all its  obligations
  under this Servicing Agreement throughout such six-month period, or, if
  there has been  a default in  the fulfillment of  any such  obligation,
  specifying each such default known to each such Responsible Officer and
  the nature and status thereof and remedies therefor being pursued.

       Section 2.10.  Reporting Obligations; Inspection and Audit Rights.

            (a)  The Servicer shall make available to FPF or its designee
       information sufficient to  allow FPF or  its designee to  generate
       the Daily  Servicer  Reports  and  the  Monthly  Servicer  Reports
       regarding payments  received from  or on  behalf of  Obligors  and
       deposited to the Collections Account representing Collections  and
       other amounts  with  respect to  Premium  Receivables,  including,
       without limitation,  Defaulted Premium  Receivable Recoveries  and
       Endorsement Refunds.  Such information shall be delivered (i) with
       respect  to  the  Daily  Servicer  Report,  on  the  Business  Day
       following the date of  such report, and  (ii) with respect to  the
       Monthly Servicer Report, on the second Business Day following  the
       end of the immediately preceding Reporting Period.

            (b)  The Servicer  shall  promptly  provide  to  FPF  or  its
       designees such reports, information and documentation as any  such
       Person may reasonably  request with respect  to the Servicer,  the
       Servicer's operations,  the  Premium  Receivables  and  any  other
       matters to which this Servicing Agreement relates, which  reports,
       information or documentation shall be provided to each such Person
       by facsimile copy,  hard copy,  electronic certified  copy or  any
       combination thereof as  such Person  may reasonably  specify.   In
       addition, the Servicer grants to FPF and any of its designees  and
       hereby authorizes  each  of them  the  right to  contact  insurers
       relating to the  Premium Receivables, the  Obligors and  insurance
       agents in  order to  verify,  substantiate or  reconcile  reports,
       information and documentation provided by  the Servicer to FPF  or
       its  designees pursuant to this Servicing Agreement.

            (c)  At all times during the term hereof, the Servicer  shall
       afford FPF  and its  assignees,  authorized agents  and  designees
       reasonable access  during  normal business  hours  to all  of  the
       Servicer's books of account,  reports, records and computer  files
       relating to the Premium Receivables and shall cause its  personnel
       to assist in any examination of  such records by any such  Person,
       to  make  copies  and  extracts  therefrom,  and  to  discuss  the
       Servicer's affairs, finances and accounts relating to the  Premium
       Receivables with  officers,  employees and  independent  certified
       public accountants of  each such  Person, all  at such  reasonable
       times and as often as may be reasonably requested.
<PAGE>
            (d)  Any such report, information and documentation  provided
       by the Servicer to FPF or  its designees pursuant to this  Section
       2.10 shall be, to the knowledge of the Servicer, true and  correct
       as of the  time of transmittal  and such  transmittal (whether  by
       facsimile, hard copy, electronic transmission or otherwise)  shall
       constitute certification to such effect.


       Section 2.11.    Financial Statements and Other Reports.

            (a)  Reporting Requirements.  The  Servicer shall deliver  to
       FPF and its designees:

                 (i)  within 45  days  after  the end  of  each  calendar
            quarter of the Servicer  (commencing with the quarter  ending
            March  31,  2000,  an  unaudited  balance  sheet  and  income
            statement  (prepared   in   accordance  with   GAAP   without
            accompanying notes)  for the  Servicer and  its  subsidiaries
            covering the preceding quarter, in  each case certified by  a
            principal financial  officer  of  the Servicer  to  be  true,
            accurate and complete copies of such financial statements;

                 (ii) within 90 days after the end of each fiscal year of
            Servicer, an  audited  balance  sheet  and  income  statement
            (prepared in accordance with GAAP)  for the Servicer and  its
            subsidiaries covering such preceding fiscal year; and

                 (iii)     such   other   information   respecting    the
            condition or  operations,  financial  or  otherwise,  of  the
            Servicer or any of its subsidiaries  as FPF or its  designees
            may from time to time reasonably request.

            (b)  Report on Proceedings.  Promptly  upon (but in no  event
       more than  three Business  days following)  the Servicer  becoming
       aware of:

                 (i)  any  proposed  or  pending  investigation  of   the
            Servicer, any of  its Affiliates or  any of their  respective
            employees by any governmental authority or agency;

                 (ii) any  court  or   administrative  proceeding   which
            involves or  may involve  the possibility  of materially  and
            adversely  affecting  the  properties,  business,  prospects,
            profits, management, financial position, results of operation
            or  general  condition  of  the   Servicer  or  any  of   its
            Affiliates;

                 (iii)     an event  or development  (including,  without
            limitation, a change in any relevant law or regulation) which
            could have  a  material  adverse impact  on  the  properties,
            business, prospects, profits, management, financial position,
            results of operations or general condition of the Servicer or
            any of its Affiliates; or

                 (iv) any Event  of Servicing  Default hereunder  or  any
            event which could likely become an Event of Servicing Default
            hereunder;
<PAGE>
       such information shall be provided by the Servicer to FPF and  its
       designees, as applicable.

            (c)  Change of Control.   The Servicer  shall provide  prompt
       written notice to FPF and its  designees, as applicable, upon  the
       occurrence of  any of  the following  events  (each a  "Change  of
       Control"): (i) the Servicer ceases to be managed and controlled by
       the Person or Persons  who manage and control  the Servicer as  of
       the Effective Date, (ii) any such  Person which is a  corporation,
       partnership, trust or other entity  is dissolved or liquidated  or
       merged with or  into any other  Person or for  any period of  more
       than 10  days ceases  to  exist in  its  present form  and  (where
       applicable) in good standing and duly qualified under the laws  of
       the  jurisdiction  of  its  incorporation  or  formation  and  any
       jurisdiction in which such standing or qualification is  necessary
       or advisable in connection with the  conduct of business or  (iii)
       the Servicer consummates a Sale of all or substantially all of its
       assets,  except,  if  the  Seller  is  then  acting  as   Servicer
       hereunder, for the Sale of the Conveyed Property by the Seller  to
       FPF under the Sale Agreement.

       Section 2.12.     Costs  and  Expenses.    All  Approved  Expenses
  incurred  by  any  Successor  Servicer  and  all  direct  extraordinary
  out-of-pocket expenses incurred by FPF or its designees and  assignees,
  as the case may be, in carrying out their respective duties  hereunder,
  including payments of all fees and expenses incurred in connection with
  the  enforcement  of  Premium  Receivables  (including  enforcement  of
  Defaulted Premium Receivables), and  realization under the  Realization
  Provisions, shall be reimbursed to such Successor Servicer (in addition
  to the compensation  and expenses, as  applicable, to be  paid to  such
  Successor Servicer pursuant to Section 2.08) and paid according to  the
  provisions of the Sale Agreement.

       Section 2.13.     Responsibility  for Ownership  Interests.    The
  Servicer shall ensure that  FPF has a  valid, perfected first  priority
  ownership interest in, to and under each Eligible Premium Receivable by
  taking all necessary action under applicable law and by assuring, among
  other  things,  that   UCC-1  financing   statements  and   appropriate
  continuation statements are filed in each jurisdiction in which  filing
  is  necessary  for  such  perfection  which  financing  statements  and
  continuation  statements  (a) contain  a  general  description  of  the
  Premium   Finance   Agreements,   amounts   payable   thereunder,   and
  after-acquired  collateral,  and  (b) direct  subsequent  creditors  to
  sources containing  more  detailed  information, such  as  the  Premium
  Finance Agreements themselves.

       Section 2.14.     Documents Held  by FPF;  Documents Held  by  the
  Servicer; Indication of FPF Ownership.

            (a)  FPF or  its  designees  shall be  entitled  to  maintain
       physical possession  of  the  Loan Documents  in  its  files  with
       respect to each Premium Receivable.
<PAGE>
            (b)  The Servicer shall maintain  the following documents  in
       its files on behalf of FPF and its designees or have the following
       immediately accessible  on computer  screen with  respect to  each
       Premium Receivable:

                 (i)  Copies of the Loan Documents;

                 (ii) Copies of all correspondence to the Obligor or  the
            Issuing Insurance Company, including any notification to  the
            Obligor and the Issuing Insurance Company of the Sale of  the
            Premium Receivable and delivery of possession of the  related
            Premium Finance Agreement  to FPF  or its  designees, to  the
            extent required  by applicable  law to  perfect an  ownership
            interest in the Premium  Receivable and the related  Conveyed
            Property;

                 (iii)     Copies of all late notices to the Obligor;

                 (iv) Copies of  cancellation  requests  to  the  Issuing
            Insurance Company and, if applicable, the Obligor;

                 (v)  Copies  of   reinstatement  notices   and   related
            correspondence;

                 (vi) Payment  history   and  status   of  each   Premium
            Receivable; and

                 (vii)     Such  other  documents  as  the  Servicer  may
            customarily retain in  connection with  its normal  servicing
            activities under this Servicing Agreement in order to satisfy
            its standard of care under Section 2.16.

            (c)  The Servicer shall keep  satisfactory books and  records
       pertaining to  each Premium  Receivable  and shall  make  periodic
       reports in accordance with this Servicing Agreement.  Such records
       may not be destroyed or otherwise disposed of, except as  provided
       herein and as allowed by applicable laws, regulations or decrees.

            (d)  The Servicer shall maintain  physical possession of  the
       instruments and documents listed  in Section 2.14(b) hereof,  such
       other instruments or documents that modify or supplement the terms
       or conditions of any of the  foregoing, and all other  instruments
       and documents generated by  or coming into  the possession of  the
       Servicer  (including,   without  limitation,   insurance   premium
       receipts,  ledger  sheets,  payment  records,  correspondence  and
       current and historical computerized data files) that are  required
       to document or service any Premium Receivable.  Collectively,  all
       of the documents described in paragraphs (b), (c) and (d) of  this
       Section 2.14 with respect to a Premium Receivable are referred  to
       as "Servicer Documents."  All Servicer Documents shall remain  the
       property of FPF and shall be held in trust by the Servicer for the
       benefit of FPF and its assignees  and designees, to the extent  of
       their interests therein.
<PAGE>
       Section 2.15.    Maintenance  of Computer Systems.   The  Servicer
  shall provide computer backup  in a format acceptable  to FPF not  less
  than weekly or  such other period  as FPF may  request.  Such  computer
  backup shall contain the data necessary  to enable FPF or its  assignee
  or designees to service the Premium  Receivables in the event any  such
  assignee or  designee becomes  the Successor  Servicer.   The  Servicer
  shall (a) provide  FPF and its  designee or  assignees, as  applicable,
  with a copy of its computer software used with respect to the servicing
  of the Premium  Receivables including any  licenses needed or  required
  with respect thereto, and  (b) not substitute  or materially alter  its
  computer software or systems or vendor  or document forms, without  the
  prior written consent of FPF.

       Section 2.16.    Standard of Care.   In performing its duties  and
  obligations hereunder and in administering and enforcing the  servicing
  relating  to  the  Premium  Receivables  pursuant  to  this   Servicing
  Agreement, the Servicer shall  exercise that degree  of skill and  care
  consistent with  the  degree  of  skill  and  care  that  the  Servicer
  exercises with respect to  similar loans owned  and/or serviced by  it,
  and, shall  apply  in performing  such  duties and  obligations,  those
  standards, policies  and  procedures  consistent  with  the  standards,
  policies and procedures  the Servicer applies  with respect to  similar
  loans owned or serviced by it, and to the extent more exacting than the
  foregoing, shall act  prudently and  in accordance  with customary  and
  usual servicing  procedures for  other servicers  of insurance  premium
  finance  receivables;  provided,  however,  that  notwithstanding   the
  foregoing, the Servicer shall not, except pursuant to a judicial  order
  from a court  of competent jurisdiction,  or as  otherwise required  by
  applicable law or regulation, release or waive the right to collect the
  unpaid balance on any Premium Receivable.  In performing its duties and
  obligations hereunder and in administering and enforcing the  servicing
  relating  to  the  Premium  Receivables  pursuant  to  this   Servicing
  Agreement, the Servicer  shall comply with  all applicable federal  and
  state laws  and  regulations,  shall maintain  all  state  and  federal
  licenses and  franchises  necessary for  it  to perform  its  servicing
  responsibilities hereunder, shall  not impair  the rights  of FPF,  its
  designees or assignees  in the Conveyed  Property, and  shall act  with
  respect to the Premium Receivables as will, in the reasonable  judgment
  of the  Servicer,  maximize the  amount  to be  received  with  respect
  thereto.

       Section 2.17.    Enforcement.

            (a)  The Servicer is hereby  authorized and empowered to  sue
       to enforce or  collect upon the  Premium Receivables,  in its  own
       name, if possible, or as attorney-in-fact and agent for FPF or its
       designees.  If the Servicer elects to commence a legal  proceeding
       to enforce a Premium Receivable, the act of commencement shall  be
       deemed to be an automatic assignment of the Premium Receivable  by
       FPF to the  Servicer solely  for purposes  of, and  to the  extent
       necessary for, collection only.   If, however, in any  enforcement
       suit or legal  proceeding it  is held  that the  Servicer may  not
       enforce a Premium Receivable on the grounds that it is not a  real
       party in  interest or  a holder  entitled to  enforce the  Premium
       Receivable, FPF shall, at the Servicer's request and expense, take
       such steps as FPF  deems necessary or  appropriate to enforce  the
       Premium Receivable, including  bringing suit  in its  name or  the
       name of FPF.
<PAGE>
            (b)  The Servicer  shall  exercise  any  rights  of  recourse
       against third  Persons  that exist  with  respect to  any  Premium
       Receivable in accordance  with the  standard of  care required  by
       Section 2.16 hereof.

       Section 2.18.  Fidelity Bond  or Errors  and Omissions  Insurance.
  The Servicer shall  maintain, at its  own expense,  a blanket  fidelity
  bond or an errors and omissions  insurance policy, in form and  content
  acceptable to FPF, in an amount  not less than $400,000 and naming  FPF
  as an  additional loss  payee or  beneficiary  of each  such  insurance
  policy and  fidelity  bond.   The  Servicer  shall be  deemed  to  have
  complied with this provision  if one of  its respective Affiliates  has
  such fidelity bond and errors and omissions policy coverage and, by the
  terms of  such  fidelity  bond and  errors  and  omission  policy,  the
  coverage afforded  thereunder  extends  to  the  Servicer.    Any  such
  fidelity bond or insurance  policy shall not  be cancelled or  modified
  without ten days' prior written notice  to FPF.  Evidence of each  such
  insurance policy and  fidelity bond shall  be delivered to  FPF by  the
  Servicer in  conjunction  with the  Responsible  Officers'  certificate
  required to be delivered pursuant to Section 2.09 hereof.

                               ARTICLE III

                           ACCOUNTS; COLLECTIONS

       Section 3.01.    Accounts.   The Servicer  shall establish in  the
  name of FPF or its designee the Collections Account with a  Collections
  Account Depository referred to in  Section 3.03 hereof.  All  Obligors,
  Issuing Insurance Companies and Seller shall  be directed to cause  all
  Collections to be remitted to  the Collections Account so  established.
  All  Collections  effectuated  by  pre-authorized  debits  of   Obligor
  accounts shall be deposited directly into the Collections Account.  The
  Servicer shall not alter the instructions to the Obligors, Seller,  the
  Issuing Insurance Company or any other  party regarding payments to  be
  made to the Collections Account without  the prior written approval  of
  FPF or its designee.  All  amounts in the Collections Account shall  be
  retrieved on each Business Day by FPF or its designee.

       Section 3.02.    Collections.   The Servicer  shall segregate  all
  Collections on the  Premium Receivables from  its general funds,  shall
  not use such funds for its benefit  and shall hold such funds in  trust
  for the benefit of FPF and its  designee.  The Servicer shall remit  to
  the Collections Account and to no other account, on a daily basis,  but
  in no  event later  than the  close  of business  on the  Business  Day
  following the day of  receipt thereof, all payments  received on or  in
  connection with the Conveyed Property by  the Servicer by or on  behalf
  of the Obligors, the  Issuing Insurance Companies  or any other  party,
  including, without limitation, Collections, Endorsement Refunds, broker
  guarantee funds or funds  from a cash  collateral account or  Defaulted
  Premium Receivable  Recoveries,  all  as collected,  in  respect  of  a
  Premium Receivable being serviced by the Servicer.  The Servicer  shall
  also deposit in the Collections Account the aggregate Repurchase  Price
  with respect to any  Repurchase Property.  All  such deposits shall  be
  separately shown in the Daily Servicer Reports.

       Section 3.03.      Collections  Account   Depository.    FPF   has
  appointed Bank of America as the initial Collections Account Depository
  (the "Collections  Account  Depository") hereunder.    The  Collections
  Account Depository shall transfer funds from the Collections Account as
  instructed by the FPF or its designee.
<PAGE>
                              ARTICLE IV

                      REPRESENTATIONS AND WARRANTIES

       Section 4.01.    Representations and  Warranties of the  Servicer.
  The Servicer hereby represents, warrants and  covenants to FPF that  as
  of the  date  of this  Servicing  Agreement and,  for  so long  as  the
  Servicer  shall  continue  to  act  as  Servicer  hereunder,  that  the
  representations, warranties and covenants contained in Sections 1 and 2
  of Exhibit B  hereto are true  and correct  and shall  remain true  and
  correct.

       Section 4.02.    Representations and Warranties of FPF.  As of the
  date of the Servicing Agreement FPF represents, warrants and  covenants
  to Servicer each of the matters  referred to in Section 2 of  Exhibit B
  hereto.

                                ARTICLE V

                      DEFAULT, REMEDIES AND INDEMNITY

       Section 5.01.      Events  of  Servicing  Default.    Any  of  the
  following acts or  occurrences shall constitute  an Event of  Servicing
  Default under this Servicing Agreement:

            (a)  any  failure  by  the  Servicer  to  make  any  payment,
       transfer or deposit to the Collections Account within one Business
       Day after receipt;

            (b)  any failure by  the Servicer to  provide any notices  to
       FPF pursuant to this Servicing Agreement relating to the  transfer
       or calculation  of  funds which  has  not been  cured  within  two
       Business Days after the date of receipt of notice of such failure;

            (c)  any failure by the  Servicer to request cancellation  of
       the policy from the Issuing Insurance Company pursuant to  Section
       2.03, unless otherwise approved by FPF or its designee in writing.

            (d)  failure on  the  part of  the  Servicer to  either  duly
       observe or perform any covenants or agreements of the Servicer set
       forth in this Servicing Agreement other than as set forth in  this
       Article 5, and which has not  been cured within ten (10)  business
       days after the date of receipt  of notice of such failure; or  the
       Servicer shall attempt to assign any of its duties hereunder;

            (e)  any representation,  warranty or  certification made  by
       the Servicer (or any  officer of the  Servicer) in this  Servicing
       Agreement, or any certificate delivered pursuant to this Servicing
       Agreement, shall prove  to have  been incorrect  when made,  which
       could have a material adverse effect on FPF and which continues to
       be incorrect in any material respect;
<PAGE>
            (f)  the Servicer  shall  consent  to the  appointment  of  a
       conservator  or  receiver   or  liquidator   in  any   insolvency,
       readjustment of  debt, marshalling  of assets  and liabilities  or
       similar proceedings  of  or  relating  to  the  Servicer,  or  the
       Servicer shall admit  in writing its  inability to  pay its  debts
       generally as  they become  due, file  a  petition or  commence  an
       action  to  take  advantage   of  any  applicable  insolvency   or
       reorganization statute, make any assignment for the benefit of its
       creditors or voluntarily suspend payment of its obligations;

            (g)  any Change in  Control unless  the same  is approved  in
       writing by FPF, in its absolute discretion;

            (h)  following 30 days written  notice to Servicer, an  event
       or development shall occur which is  expected by FPF (in its  sole
       discretion) to have a  material adverse impact  on the ability  of
       the Servicer  to  perform  its obligations  under  this  Servicing
       Agreement;

            (i)  the  Servicer  shall  not  be  in  compliance  with  the
       Cancellation Standard.

       Section 5.02.    Remedies.

            (a)  If an Event of Servicing Default shall have occurred and
       then be  continuing,  then  by notice  given  in  writing  to  the
       Servicer (the "Terminated Party")  (together with any  termination
       notice  described  in   Section 2.01(a)  hereof,  a   "Termination
       Notice"), all  of the  rights and  obligations of  the  Terminated
       Party, shall be terminated upon the later of (i) the date, if any,
       specified in the  Termination Notice or  (ii) upon receipt of  the
       Termination Notice.

            (b)  After receipt by the  Terminated Party of a  Termination
       Notice, all authority and power of the Terminated Party under this
       Servicing Agreement shall  pass to and  be vested  in a  Successor
       Servicer; and, without limitation, FPF or its designees are hereby
       authorized and empowered to execute and deliver, on behalf of  the
       Terminated  Party,  as   attorney-in-fact,  authorized  agent   or
       otherwise, all documents and other instruments upon the failure of
       the Terminated  Party  to execute  or  deliver such  documents  or
       instruments, and to  do and accomplish  all other  acts or  things
       necessary or appropriate to effect  the purposes of such  transfer
       of servicing rights.  The Servicer hereby agrees to cooperate with
       FPF, its designees  and such Successor  Servicer in effecting  the
       termination of the responsibilities  and rights of the  Terminated
       Party  to  conduct  servicing  under  this  Servicing   Agreement,
       including, without  limitation,  the transfer  to  such  Successor
       Servicer of all authority of the  Terminated Party to service  the
       Premium Receivables provided for  under this Servicing  Agreement,
       including,  without   limitation,  the   right  to   receive   all
       collections, all authority over all collections which shall on the
       date of transfer be  held by the Terminated  Party for deposit  or
       which  have  been  deposited  by  the  Terminated  Party  in   the
       Collections Account  or which  shall thereafter  be received  with
       respect to the Premium Receivables, and in assisting the Successor
       Servicer in enforcing all rights  to Realization Provisions.   The
<PAGE>
       Terminated Party shall immediately transfer its electronic records
       relating to the Premium Receivables  to the Successor Servicer  in
       such electronic form as the Successor  Servicer may request.   The
       Terminated Party shall  immediately relinquish all  rights in,  to
       and under the Loan Documents and the Servicing Documents and shall
       immediately transfer to the Successor Servicer all Loan  Documents
       and Servicing Documents with respect to the Premium Receivables in
       the manner  and at  such times  as  the Successor  Servicer  shall
       request.  Immediately  upon receipt of  a Termination Notice,  the
       Terminated Party shall not amend, alter or modify any of the  Loan
       Documents or  Servicing  Documents  without  FPF's  prior  written
       consent.  The Terminated Party shall give notices of the  transfer
       of servicing  to the  Obligors,  Issuing Insurance  Companies  and
       state guaranty funds, all in the  manner and at such times as  the
       Successor Servicer shall request.

            (c)  On and after the  receipt by the  Terminated Party of  a
       Termination Notice pursuant to  this Section 5.02, the  Terminated
       Party shall continue to perform all servicing functions under this
       Servicing Agreement until  the date specified  in the  Termination
       Notice or otherwise specified by FPF in writing.

            (d)  Upon its appointment,  the Successor  Servicer shall  be
       the successor  in  all  respects to  the  Terminated  Party,  with
       respect to servicing functions under this Servicing Agreement.

            (e)  In connection with such appointment and assumption,  FPF
       may make such arrangements for the compensation of itself and  the
       Successor  Servicer  out  of  collections  of  Premium  Receivable
       payments, as it and such Successor Servicer shall agree.

            (f)  All authority and power granted  to the Servicer or  the
       Successor  Servicer  under   this     Servicing  Agreement   shall
       automatically cease  and terminate  upon payment  in full  of  all
       Obligations and termination of the Sale Agreement, and shall  pass
       to and be vested in FPF or its designee.

       Section 5.03.    Indemnity  by the Servicer.   The Servicer  shall
  indemnify and hold  FPF, its Affiliates, its designees and assigns  and
  each of their respective officers, directors, employees and agents  and
  any Person holding an interest in the Conveyed Property or acting as  a
  trustee therefor  (collectively,  the "Indemnified  Parties")  harmless
  against any liability, loss,  damage, penalty, fine, forfeiture,  legal
  or accounting fees, court reporting expenses, expert witness fees,  and
  all other fees or costs of  any kind, judgments or expenses,  resulting
  from or arising  out of  a breach of  this Servicing  Agreement by  the
  Servicer; provided, however, the  Servicer shall not  be liable to  the
  Indemnified Parties  by  reason of  any  act, contract  or  transaction
  performed in  good faith  by the  Servicer pursuant  to this  Servicing
  Agreement in accordance with  the standard of  care under Section  2.16
  nor shall it  be liable for  any loss resulting  therefrom, so long  as
  such act, contract or  transaction shall, at the  time at which it  was
  performed or entered into, have been  reasonable and prudent under  the
  circumstances and shall  have conformed  to the  express provisions  of
  this Servicing Agreement.   The rights  of the  Indemnified Parties  to
  indemnity, reimbursement  or limitation  on its  liability pursuant  to
  this Section  5.03 shall  survive any  Event  of Servicing  Default  or
  termination of the Servicer pursuant to  the provisions hereof and  the
  transfer of the  rights, duties and  obligations of the  Servicer to  a
  Successor Servicer.
<PAGE>
       Section 5.04.    Waiver of Events of  Servicing Default.  FPF  may
  waive any Event of Servicing Default by the Servicer in the performance
  of its  obligations hereunder  and its  consequences.   Upon  any  such
  waiver of an event  of Servicing Default, such  default shall cease  to
  exist, and any default arising therefrom  shall be deemed to have  been
  remedied for every purpose of this Servicing Agreement.  No such waiver
  shall extent to  any subsequent or  other default or  impair any  right
  consequent thereon except to the extent expressly so waived.

       Section 5.05.    Survival.  The agreements in this Article V shall
  survive the termination of this Servicing Agreement and the payment  in
  full of all sums and obligations owed to FPF under the Sale Agreement.

                              ARTICLE VI

                    TERMINATION OF SERVICING AGREEMENT

       Section 6.01.    Term.  Unless  terminated in accordance with  the
  provisions of Section 2.01(a), this Servicing Agreement shall remain in
  effect until all obligations due to FPF pursuant to the Sale  Agreement
  have been paid in full.

                              ARTICLE VII

                         MISCELLANEOUS PROVISIONS

       Section 7.01.     No Offset.   Prior  to the  termination of  this
  Servicing  Agreement,  the  obligations  of  the  Servicer  under  this
  Servicing Agreement shall not be  subject to any defense,  counterclaim
  or right  of offset  which the  Servicer may  have against  FPF or  its
  assignees or designees, whether in respect of this Servicing  Agreement
  or the Sale Agreement, any Premium Receivable or otherwise.

       Section 7.02.     Powers of  Attorney.   FPF shall,  from time  to
  time, provide the  employees of  the Servicer  with limited,  revocable
  powers of  attorney or  other such  written  authorizations as  may  be
  appropriate to enable  the Servicer  to perform  its obligations  under
  this Servicing  Agreement; provided,  however, that  FPF shall  not  be
  required to provide such  powers with respect to  any matter for  which
  FPF does not have authority to perform itself.

       Section 7.03.     Assignments; Third  Party Beneficiaries.    This
  Servicing Agreement  may be  assigned by  FPF and  shall inure  to  the
  benefit of FPF's assignees and designees  (all of whom shall be  deemed
  third party beneficiaries hereunder).  Without limiting the  generality
  of the foregoing, all representations, covenants and agreements in this
  Servicing Agreement which expressly confer rights upon FPF shall be for
  the benefit of and run directly to each assignee and designee, and each
  such assignee and  designee shall be  entitled to rely  on and  enforce
  such representations, covenants and agreements to the same extent as if
  it were a  party hereto. The  Servicer shall not  assign its rights  or
  obligations under this Servicing Agreement without the written approval
  and consent of  FPF.   With such written  approval and  consent of  FPF
  contemplated hereby, this Servicing Agreement shall be binding upon the
  parties hereto, and their respective successors, legal  representatives
  and assigns; no  other Person shall  have or be  construed to have  any
  equitable right, remedy or claim under or in respect of or by virtue of
  this Servicing  Agreement or  any provision  contained herein.    There
  shall be no third party beneficiaries  of Servicer without the  written
  approval and consent of FPF.
<PAGE>
       Section 7.04.     Amendment.    This Servicing  Agreement  may  be
  amended from time  to time  by a  written amendment  duly executed  and
  delivered by each of  the parties hereto  and no waiver  of any of  the
  terms hereof shall be effective unless  it is in writing and signed  by
  the party or parties whose rights are being waived.

       Section 7.05.    Waivers.  No failure or delay on the part of  FPF
  or any of its assignees or designees in exercising any power, right  or
  remedy under  this  Servicing  Agreement  shall  operate  as  a  waiver
  thereof, nor shall any  single or partial exercise  of any such  power,
  right or remedy preclude any other  or further exercise thereof or  the
  exercise of any  other power, right  or remedy.   No such waiver  shall
  extend to  any  subsequent  or  other  default  or  impair  any  rights
  consequent thereon, except to the extent expressly so waived.  Each  of
  the rights, powers and remedies  described in this Servicing  Agreement
  is cumulative and not exclusive of, and shall not prejudice, any  other
  right, power or remedy provided in  this Servicing Agreement, the  Sale
  Agreement or  by  law.   Each  such  right,  power and  remedy  may  be
  exercised from time to time  as deemed necessary by  FPF or any of  its
  assignees or designees, as applicable, and in such order and manner  as
  such applicable  party  may  determine.    The  parties  hereto  hereby
  acknowledge and agree that with respect to a violation or breach by the
  Servicer of any  representation, warranty,  covenant or  other term  or
  provision of  this  Servicing Agreement,  it  shall be  the  Servicer's
  obligation to prepare and obtain a written waiver for such breaches  or
  violations from  FPF  or its  designee,  as  applicable.   FPF  or  its
  designee, as applicable, may grant or deny any such requested waiver in
  its sole and absolute  discretion.  At no  time may the parties  hereto
  infer a  course of  dealing among  the parties  that would  negate  the
  requirement to obtain  a written waiver  from FPF or  its designee,  as
  applicable.

       Section 7.06.     Notices.   All notices,  requests, consents  and
  other communications  hereunder  shall  be  in  writing  and  shall  be
  delivered personally or mailed  by first-class registered or  certified
  mail,  postage  prepaid,  or  by  telephonic  facsimile   transmission,
  electronic mail and overnight delivery service, postage prepaid, to the
  parties to this  Servicing Agreement; provided,  that notices shall  be
  effective upon receipt, and  in any case addressed  to the Servicer  as
  provided in the introductory paragraph of this Servicing Agreement  and
  to FPF at 600 Seventeenth Street, Suite 1900S, Denver, Colorado  80202,
  Attention: Robert A. Pinkerton.

       Section 7.07.    Governing Law.  THIS SERVICING AGREEMENT SHALL BE
  GOVERNED BY AND CONSTRUED  IN ACCORDANCE WITH  THE SUBSTANTIVE LAWS  OF
  THE STATE OF COLORADO WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS.
<PAGE>
       Section 7.08.      Jurisdiction.     THE  PARTIES  HERETO   HEREBY
  IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE  JURISDICTION OF THE COURTS  OF
  THE STATE OF COLORADO AND THE UNITED STATES DISTRICT COURT OF  COLORADO
  IN ANY  ACTION  OR  PROCEEDING  ARISING OUT  OF  OR  RELATING  TO  THIS
  SERVICING AGREEMENT AND THE PARTIES  HEREBY IRREVOCABLY AGREE THAT  ALL
  CLAIMS IN  RESPECT  OF SUCH  ACTION  OR  PROCEEDING MAY  BE  HEARD  AND
  DETERMINED IN SUCH COURTS.   THE PARTIES  HEREBY IRREVOCABLY WAIVE,  TO
  THE FULLEST  EXTENT  IT  MAY  EFFECTIVELY DO  SO,  THE  DEFENSE  OF  AN
  INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING  AND
  IRREVOCABLY CONSENT TO THE SERVICE OF ANY SUMMONS AND COMPLAINT AND ANY
  OTHER PROCESS BY THE MAILING OF COPIES OF SUCH PROCESS TO THEM AT THEIR
  RESPECTIVE ADDRESSES AS SPECIFIED IN SECTION 7.06.  THE PARTIES  HEREBY
  AGREE THAT A FINAL JUDGMENT IN  ANY SUCH ACTION OR PROCEEDING SHALL  BE
  CONCLUSIVE AND MAY BE  ENFORCED IN OTHER JURISDICTIONS  BY SUIT ON  THE
  JUDGMENT OR  IN ANY  OTHER MANNER  PROVIDED BY  LAW.   NOTHING IN  THIS
  SECTION 7.08 SHALL AFFECT  THE RIGHT OF FPF  TO SERVE LEGAL PROCESS  IN
  ANY OTHER MANNER PERMITTED  BY LAW OR PRECLUDE  THE ENFORCEMENT OF  ANY
  JUDGMENT OR ORDER OBTAINED  IN SUCH FORUM OR  THE TAKING OF ANY  ACTION
  UNDER THIS SERVICING AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE
  FORUM OR JURISDICTION.

       Section 7.09.    Waiver of Jury Trial.  EACH OF THE PARTIES HEREBY
  IRREVOCABLY WAIVES  ALL  RIGHT  TO  A TRIAL  BY  JURY  IN  ANY  ACTION,
  PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SERVICING
  AGREEMENT.

       Section 7.10.    Severability of Provisions.  Any part, provision,
  agreement, representation,  warranty  or  covenant  of  this  Servicing
  Agreement which is prohibited or unenforceable or is held to be void or
  unenforceable in any  jurisdiction shall, as  to such jurisdiction,  be
  ineffective to  the  extent  of such  prohibition  or  unenforceability
  without invalidating  the remaining  provisions  hereof, and  any  such
  prohibition  or  unenforceability   in  any   jurisdiction  shall   not
  invalidate  or  render  unenforceable  such  provision  in  any   other
  jurisdiction.  To the extent permitted  by applicable law, the  parties
  waive  any  provision  of  law  which  prohibits  or  renders  void  or
  unenforceable any provision  hereof.  If  the invalidity  of any  part,
  provision, agreement,  representation,  warranty or  covenant  of  this
  Servicing Agreement shall  deprive any  party of  the economic  benefit
  intended to be conferred by this Servicing Agreement, the parties shall
  negotiate in good faith to develop  a structure the economic effect  of
  which is as nearly as possible the  same as the economic effect of  the
  transactions contemplated hereunder without regard to such invalidity.

       Section 7.11.    Counterparts.   For the  purpose of  facilitating
  the execution of this Servicing Agreement and for other purposes,  this
  Servicing Agreement may  be executed  simultaneously in  any number  of
  counterparts, each of  which shall  be deemed  to be  an original,  and
  together shall constitute and be one and the same instrument.

       Section 7.12.     Captions.    The article,  paragraph  and  other
  headings  contained  in  this  Servicing  Agreement  are  inserted  for
  convenience only  and  shall not  in  any  way affect  the  meaning  or
  construction of any provision of this Servicing Agreement.
<PAGE>
       Section 7.13.    Legal Holidays.   In the case  where the date  on
  which any  action  required  to  be  taken,  document  required  to  be
  delivered or payment required to be made  is not a Business Day in  New
  York, New York or  Denver, Colorado, such  action, delivery or  payment
  need not be made on that date, but  may be made on the next  succeeding
  Business Day.

       Section 7.14.     Advice from  Independent Counsel.   The  parties
  understand that this Servicing Agreement is a legally binding agreement
  that may affect  such party's  rights.   Each party  represents to  the
  others that it  has received legal  advice from counsel  of its  choice
  regarding  the  meaning  and  legal  significance  of  this   Servicing
  Agreement and  that it  is satisfied  with its  legal counsel  and  the
  advice received from it.

       Section 7.15.    Judicial Interpretation.  Should any provision of
  this Servicing Agreement require judicial interpretation, it is  agreed
  that a court  interpreting or  construing the  same shall  not apply  a
  presumption that  the terms  hereof shall  be more  strictly  construed
  against any  Person  by reason  of  the  rule of  construction  that  a
  document is to be construed more strictly against the Person who itself
  or through its agent prepared the same, it being agreed that each party
  has participated in the preparation of this Servicing Agreement.

                         (SIGNATURE PAGE FOLLOWS)
<PAGE>
       IN WITNESS WHEREOF, the parties hereto have caused this  Servicing
  Agreement to be duly executed  by their respective authorized  officers
  as of the date first written above.

                                FPF, INC.



                                By
                                Name: Bruce I. Lundy
                                Title: President


                                Hallmark Finance Corporation, as Servicer



                                By
                                Name
                                Title


<PAGE>

                               EXHIBIT A-1

                           DAILY SERVICER REPORT



  Date of Report
  Date of Deposit


                    GROSS       NSF      OTHER NETTING     NET
  1.               DEPOSITS  DELETIONS     INTEREST      DEPOSIT
                   --------  ---------     --------      -------




  Specify Other Netting Items:

       The undersigned  [Name  of  Servicer]  (the  "Servicer")    hereby
  certifies that this report  complies with the  requirements of, and  is
  being delivered pursuant to, Section 2.10(a) of the Premium  Receivable
  Servicing  Agreement   (the   "Servicing  Agreement")   dated   as   of
  ________________, 199__ by and among FPF and the Servicer.  Capitalized
  terms used  and not  otherwise defined  herein shall  have the  meaning
  ascribed to such terms in the Servicing Agreement.


  Dated:                             [NAME OF SERVICER]



                                By
                                Name
                                Title

<PAGE>
                                EXHIBIT A-2

                          MONTHLY SERVICER REPORT


                             [To Be Provided]


       The undersigned  [Name  of  Servicer]  (the  "Servicer")    hereby
  certifies that this report  complies with the  requirements of, and  is
  being delivered pursuant to, Section 2.10(a) of the Premium  Receivable
  Servicing  Agreement   (the   "Servicing  Agreement")   dated   as   of
  ________________, 199__ by and among FPF and the Servicer.  Capitalized
  terms used  and not  otherwise defined  herein shall  have the  meaning
  ascribed to such terms in the Servicing Agreement.


  Dated:                             [NAME OF SERVICER]



                                By
                                Name
                                Title

<PAGE>
                                EXHIBIT B

                      REPRESENTATIONS AND WARRANTIES


       Section 1.       Representations  and Warranties  of the  Servicer
  with Respect  to  Section 4.01  of  the  Premium  Receivable  Servicing
  Agreement.

            (a)  Power and Authority.   The  Servicer has  the power  and
       authority to execute and deliver the Premium Receivable  Servicing
       Agreement and  to  carry  out the  terms  thereof;  there  are  no
       injunctions, writs, restraining orders or  any other order of  any
       nature which adversely affects  the Servicer's performance of  the
       Premium  Receivable  Servicing   Agreement  or  any   transactions
       contemplated thereby; and  no consent,  approval or  authorization
       which has not been  obtained is required  for the consummation  by
       the Servicer  of  the  transactions contemplated  by  the  Premium
       Receivable Servicing Agreement.

            (b)  No Violation.    The consummation  of  the  transactions
       contemplated by the Premium Receivable Servicing Agreement and the
       fulfillment of the terms thereof do  not conflict with, result  in
       any breach of any of the  terms and provisions of, nor  constitute
       (with or without  notice or lapse  of time) a  default under,  the
       certificate of incorporation  or bylaws  of the  Servicer, or  any
       indenture, agreement or other instrument to which the Servicer  is
       a party or by which it or  its properties is bound; nor result  in
       the creation or imposition of any Lien upon any of its  properties
       pursuant to the terms  of any such  indenture, agreement or  other
       instrument; nor violate any applicable laws, rules, regulations or
       orders regarding the  conduct of  the Servicer's  business or  the
       ownership of its  properties; nor violate  any law  or any  order,
       rule or regulation applicable to the  Servicer of any court or  of
       any federal or  state regulatory body,  administrative agency,  or
       other governmental  instrumentality having  jurisdiction over  the
       Seller  or  its  properties  except,   in  each  case,  for   such
       violations, conflicts, breaches,  Liens and  defaults which  could
       not, in the reasonable judgment of  the Servicer, have an  adverse
       effect on the condition (financial or otherwise) of the  Servicer,
       any Premium  Receivable or  the Servicer's  obligations under  the
       Premium Receivable Servicing Agreement.

            (c)  Ability to Perform.  There has been no impairment in the
       ability of Servicer to perform  its obligations under the  Premium
       Receivable Servicing Agreement.

            (d)  Financial  Statements.      The   Servicer's   financial
       statements dated as of December 31, 1998, as delivered to FPF  and
       the financial statements of the Servicer to be delivered  pursuant
       to Section 2.11  of  this  Servicing Agreement,  present  or  will
       present  fairly,  in  all   material  respects,  the   information
       presented therein, and no material adverse change has occurred  in
       the Servicer's financial status since the date thereof.

            (e)  No Material  Liabilities.   The Servicer  does not  have
       material liabilities or obligations other than those disclosed  in
       the financial statements referred to in subparagraph (d) above  or
       for which adequate reserves are reflected in such financials.
<PAGE>
            (f)  No Material Misstatements or Omissions.  No information,
       certificate of  an  officer,  statement furnished  in  writing  or
       report delivered  to  FPF  by the  Servicer  contains  any  untrue
       statement of a material fact or omits a material fact necessary to
       make  such  information,  certificate,  statement  or  report  not
       misleading; provided, that the Servicer makes no representation or
       warranty with  respect to  any  information incorporated  into  or
       forming the  basis  of  any  officer's  certificate,  information,
       statement or report provided by the  Servicer that is provided  to
       the Servicer by any other Person.

            (g)  Capability to Perform.  The Servicer has the  knowledge,
       the experience and the systems, financial and operational capacity
       available to  timely perform  each of  its obligations  under  the
       Premium Receivable Servicing Agreement.

            (h)  Other Agreements.  The  Servicer is not  a party to  any
       indenture, loan or credit agreement, lease or other instrument  or
       agreement which is likely to have a material adverse effect on the
       business, properties, assets,  operations or operation,  financial
       or otherwise, of the  Servicer or the ability  of the Servicer  to
       perform its obligations under this Servicing Agreement.

            (i)  No Material Adverse Change.  No material adverse  change
       has occurred  in  the  business,  properties,  operating  results,
       prospects,  assets,   operations   or  condition,   financial   or
       otherwise, of  the  Servicer  since  the  date  of  the  financial
       statements referred to in subparagraph (d) above.

       Section 2.        Representations and  Warranties with  Regard  to
  Section 4.01 and 4.02  of the Premium  Receivable Servicing  Agreement.
  (References in  this Section 2  to "such  Person" refer  to the  Person
  making  the  representation  and  warranty  pursuant  to  the   Premium
  Receivable Servicing Agreement.)

            (a)  Organization, Etc. Such Person is duly organized and  is
       validly existing as a corporation or limited liability company, as
       the case may be, in good standing  under the laws of the state  of
       its organization  with full  power and  authority to  execute  and
       deliver the Premium Receivable Servicing Agreement and to  perform
       the terms and provisions thereof.

            (b)  Due Qualification.  Such Person is duly qualified to  do
       business as a foreign  business entity in  good standing, and  has
       obtained all  required  licenses and  approvals,  if any,  in  all
       jurisdictions in which the ownership or  lease of property or  the
       conduct of its business requires such qualifications except  those
       jurisdictions in which failure to be  so qualified would not  have
       an adverse effect on the business or operations of such Person  or
       any Premium Receivable.
<PAGE>
            (c)  Due  Authorization.     The   execution,  delivery   and
       performance by  such Person  of the  Premium Receivable  Servicing
       Agreement have been  duly authorized  by all  necessary action  of
       such Person,  do  not  require any  approval  or  consent  of  any
       governmental agency or  authority, do  not and  will not  conflict
       with any provision of  its constituent documents,  and do not  and
       will  not  conflict  with  or  result  in  a  breach  which  would
       constitute (with or  without notice or  lapse of  time) a  default
       under any  agreement  binding upon  or  applicable to  it  or  its
       property, or any  law or governmental  regulation or court  decree
       applicable to it or its property.

            (d)  No  Litigation.     No   litigation  or   administrative
       proceeding of or before any  court, tribunal or governmental  body
       is presently pending,  or threatened, against  such Person or  its
       properties,  which,  if   adversely  determined   could,  in   the
       reasonable opinion of such Person, have  an adverse effect on  the
       transactions contemplated  by  the  Premium  Receivable  Servicing
       Agreement or  on  such Person's  ability  to perform  any  of  its
       obligations thereunder.

            (e)  Enforceability.    The   Premium  Receivable   Servicing
       Agreement constitutes the valid,  legal and binding obligation  of
       such Person, enforceable  against such Person  in accordance  with
       the terms thereof, subject  to applicable bankruptcy,  insolvency,
       reorganization,  moratorium   and   other   laws   affecting   the
       enforcement  of  creditor's  rights   generally  and  to   general
       principles of equity,  regardless of whether  such enforcement  is
       considered in a proceeding in equity or at law.

       Section 3.       Survival of Representations and Warranties.   The
  representations and  warranties  set  forth  in  this  Exhibit B  shall
  survive the date of the Premium  Receivable Servicing Agreement.   Upon
  discovery of  a breach  of any  of  the foregoing  representations  and
  warranties, the party discovering such breach shall give prompt written
  notice to the other party thereto;  provided, however, that failure  to
  give such notice shall not affect the rights of such other parties with
  respect to such breach.
<PAGE>
                                 EXHIBIT C

                             POWER OF ATTORNEY

       Hallmark Finance Corporation, a corporation organized and existing
  under the laws of the State of Texas (the "Servicer"), hereby grants to
  FPF, INC. ("FPF") pursuant to that certain Premium Receivable Servicing
  Agreement, dated as of _____________ ___, 199_, among the Servicer  and
  FPF, Inc., as the same may  be amended or otherwise modified from  time
  to time (the "Servicing Agreement"), an irrevocable power of  attorney,
  with full power of substitution, coupled with an interest, to take  any
  and all actions at the option of FPF  or its assigns at any time  after
  the occurrence and  during the continuance  of any  Event of  Servicing
  Default, in the name  of the Servicer or  its assigns, to execute  such
  documents or instruments  and to do  and accomplish all  other acts  or
  things necessary or  appropriate to  effect the  transfer of  servicing
  rights under the Servicing Agreement.

       Capitalized terms used and not otherwise defined herein shall have
  the meaning ascribed to such terms in the Servicing Agreement.

       IN WITNESS WHEREOF, the undersigned  a duly authorized officer  of
  [Name  of  Servicer]  hereunto  sets  his  hand  this  _______  day  of
  __________, 199_.

                                Hallmark Finance Corporation


                                By
                                Name
                                Title


  STATE OF ___________     )
                           )    ss:
  COUNTY OF __________     )

       BE IT  REMEMBERED, that  on this  ___ day  of ____________,  199_,
  before me the undersigned,  a Notary Public in  and for the County  and
  State aforesaid, came ______________,  a _________________ of  Hallmark
  Finance Corporation,  a corporation  duly organized,  incorporated  and
  existing under and by  virtue of the laws  of Texas, who is  personally
  known to me to be such officer, and who is personally known to me to be
  the same person who executed, as such officer, the within instrument on
  behalf of  said  corporation, and  such  person duly  acknowledged  the
  execution of the same to be the act and deed of said corporation.

       IN WITNESS WHEREOF,  I have hereunto  set my hand  and affixed  my
  official seal, the day and year last above written.


                                Notary Public

  My commission expires:
  EXHIBIT A-1         FORM OF SERVICER'S DAILY REPORT
  EXHIBIT A-2         FORM OF SERVICER'S MONTHLY REPORT
  EXHIBIT B           REPRESENTATIONS AND WARRANTIES
  EXHIBIT C           POWER OF ATTORNEY
<PAGE>

                               TABLE OF CONTENTS

                                                                     Page
                                                                     ----
                                 ARTICLE I

  DEFINITIONS                                                          1

                                ARTICLE II

            ADMINISTRATION AND SERVICING OF PREMIUM RECEIVABLES

  Section 2.01...Appointment and Duties of Servicer                    3
  Section 2.02...Collection of Premium Receivable Payments             3
  Section 2.03...Past-Due Premium Receivables; Cancelled Premium
                 Receivables                                           4
  Section 2.04...Defaulted Premium Receivables                         4
  Section 2.05...Maintenance of Interests in Premium Receivables       5
  Section 2.06...Covenants of Servicer                                 5
  Section 2.07...Reacquisition of Premium Receivables Upon Breach of
                 Representations or Warranties                         5
  Section 2.08...Premium Receivable Servicing Fees                     6
  Section 2.09...Servicer's Certificate as to Compliance               6
  Section 2.10...Reporting Obligations; Inspection and Audit Rights    7
  Section 2.11...Financial Statements and Other Reports                7
  Section 2.12...Costs and Expenses                                    9
  Section 2.13...Responsibility for Ownership Interests                9
  Section 2.14...Documents Held by FPF; Documents Held by the
                 Servicer; Indication of FPF Ownership                 9
  Section 2.15...Maintenance of Computer Systems                      10
  Section 2.16...Standard of Care                                     10
  Section 2.17...Enforcement                                          11
  Section 2.18...Fidelity Bond or Errors and Omissions Insurance      11


                                ARTICLE III

                           ACCOUNTS; COLLECTIONS

  Section 3.01...Accounts                                             11
  Section 3.02...Collections                                          12
  Section 3.03...Collections Account Depository                       12


                                ARTICLE IV

                      REPRESENTATIONS AND WARRANTIES

  Section 4.01...Representations and Warranties of the Servicer       12
  Section 4.02...Representations and Warranties of FPF                12

<PAGE>

                            TABLE OF CONTENTS

                                (continued)
                                                                     Page
                                                                     ----
                                 ARTICLE V

                      DEFAULT, REMEDIES AND INDEMNITY

  Section 5.01...Events of Servicing Default                          12
  Section 5.02...Remedies                                             13
  Section 5.03...Indemnity by the Servicer                            14
  Section 5.04...Waiver of Events of Servicing Default                15
  Section 5.05...Survival                                             15


                                ARTICLE VI

                    TERMINATION OF SERVICING AGREEMENT

  Section 6.01...Term                                                 15


                                ARTICLE VII

                         MISCELLANEOUS PROVISIONS

  Section 7.01...No Offset                                            15
  Section 7.02...Powers of Attorney                                   15
  Section 7.03...Assignments; Third Party Beneficiaries               16
  Section 7.04...Amendment                                            16
  Section 7.05...Waivers                                              16
  Section 7.06...Notices                                              16
  Section 7.07...Governing Law                                        17
  Section 7.08...Jurisdiction                                         17

  Section 7.09...Waiver of Jury Trial                                 17
  Section 7.10...Severability of Provisions                           17
  Section 7.11...Counterparts                                         18
  Section 7.12...Captions                                             18
  Section 7.13...Legal Holidays                                       18
  Section 7.14...Advice from Independent Counsel                      18
  Section 7.15...Judicial Interpretation                              18



                             TABLE OF CONTENTS
                                (continued)
                                                                     Page
                                                                     ----

  EXHIBIT A-1    FORM OF SERVICER'S DAILY REPORT
  EXHIBIT A-2    FORM OF SERVICER'S MONTHLY REPORT
  EXHIBIT B      REPRESENTATIONS AND WARRANTIES
  EXHIBIT C      POWER OF ATTORNEY