Exhibit 10(bk)

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

                    SALE AND ASSIGNMENT AGREEMENT

                               between

                    Hallmark Finance Corporation

                                 and

                              FPF, INC.


                   Dated as of  November 18, 1999

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

<PAGE>
                          TABLE OF CONTENTS


                                                                Page
                                                                ----
  Section 1. Definitions .......................................  1
  Section 2. Sale of Conveyed Property. ........................  7
  Section 3. Termination. ......................................  9
  Section 4. Purchase Price and Payment Terms for Conveyed
             Property/Right of Set-Off. ........................ 10
  Section 5. Notification of Sale .............................. 10
  Section 6. Repurchase of Conveyed Property. .................. 10
  Section 7. Delivery to FPF of Proceeds; Power of Attorney. ... 11
  Section 8. Verification, Notification and Collection of
             Premium Receivables................................ 11
  Section 9. Financial Statements and Books and Records. ....... 11
  Section 10.Seller's General Representations and Warranties. .. 11
  Section 11.Seller's Representations and Warranties With
             Respect to the Conveyed Property .................. 14
  Section 12.Additional Covenants of Seller. ................... 17
  Section 13.Taxes. ............................................ 19
  Section 14.Further Assurances and Substituted Performance. ... 19
  Section 15.Indemnification. .................................. 20
  Section 16.Default. .......................................... 20
  Section 17.Remedies. ......................................... 21
  Section 18.Waiver. ........................................... 22
  Section 19.Counterparts/Facsimiles. .......................... 22
  Section 20.Essence of Time ................................... 22
  Section 21.Assignment ........................................ 22
  Section 22.Standard of Care .................................. 23
  Section 23.Costs and Expenses/Attorneys Fees. ................ 23
  Section 24.Notices. .......................................... 23
  Section 25.Successors and Assigns. ........................... 23
  Section 26.Severability. ..................................... 23
  Section 27.Force Majeure. .................................... 24
  Section 28.Governing Law. .................................... 24
  Section 29.Jurisdiction and Waiver of Certain Damages. ....... 24
  Section 30.Entire Agreement. ................................. 25
  Section 31.Waiver of Jury Trial. ............................. 25

<PAGE>
                      SALE AND ASSIGNMENT AGREEMENT


       This Sale and Assignment Agreement is dated as of the 18th day  of
  November,  1999  by  Hallmark  Finance  Corporation  ("Seller"),  whose
  address is 14651 Dallas Parkway, Suite 900, Dallas, TX  75240 and  FPF,
  Inc. ("FPF"), whose  address is  600 Seventeenth  Street, Suite  1900S,
  Denver, Colorado 80202.

                              RECITALS:

       A.   Seller originated and/or  owns Premium Receivables  evidenced
  by Premium  Finance  Agreements  to finance  payments  by  Obligors  of
  premiums for  the purchase  of insurance  policies and,  in  connection
  therewith, Seller  has  a  security interest  arising  under  statutory
  authority  or  otherwise  in  unearned  premiums,  dividends  and  loss
  payments with  respect  to such  insurance  policies and  in  state  or
  industry guaranty funds for the reimbursement of unearned premiums from
  cancelled insurance policies and failed insurance companies; and

       B.   Seller wishes to sell  from time to time  during the Term  of
  this Agreement  and FPF  wishes to  purchase all  of Seller's  Eligible
  Premium  Receivables  and  related   interests  under  the  terms   and
  conditions described in this Agreement.

       NOW,  THEREFORE,  in  consideration  of  the  foregoing  and   the
  covenants  contained   herein  and   for   other  good   and   valuable
  consideration,  the  receipt  and  sufficiency  of  which  are   hereby
  acknowledged, the parties hereto agree as follows:

       Section 1.   DefinitionsSection 1.   Definitions.   The  following
  terms shall be defined in this Agreement:

       "Additional Provisions" means  the Additional  Provisions of  this
  Agreement as set forth in Schedule A attached hereto.

       "Amount Financed" means, with  respect to each Premium  Receivable
  Sold to  FPF,  an  amount  equal  to 100%  of  the  premium  and  other
  financeable amounts relating to the insurance policy that gives rise to
  the Premium Receivable less any down  payment made at the inception  of
  the Premium Finance Agreement.

       "Affiliate"  of  any  specified  Person  means  any  other  Person
  controlling  or  controlled  by  or  under  common  control  with  such
  specified Person.  For the purposes of this definition, "control"  when
  used with respect to any specified Person means the power to direct the
  management and policies of such Person, directly or indirectly, whether
  through the ownership of voting securities, by contract or otherwise.

       "Agent" means any Person licensed and qualified to sell or arrange
  for the sale of insurance in the state in which any Premium  Receivable
  is originated.

       "Agent Statement Unpaid  Balance" means the  amounts due from  any
  Agent as  shown on  the applicable  Agent statement  maintained by  the
  Servicer.
<PAGE>
        "Agreement"  means  this  Agreement  together with all schedules,
  and  all  amendments,  modifications,  replacements  or   substitutions
  thereto and together with all documents and instruments contemplated to
  be executed pursuant to this Agreement.

       "Business Day" means  any day that  is not a  Saturday, Sunday  or
  other day on which commercial banking institutions in Denver,  Colorado
  are authorized or obligated by law or executive order to be closed.

       "Cancelled Premium Receivable" means  each Premium Receivable  for
  which a request for cancellation has been sent to the Issuing Insurance
  Company, and for which a reinstatement notice has not been received  by
  the Servicer from such insurance company.

       "Capital  Charge"  means  the   charges,  if  any,  described   in
  Schedule A attached hereto.

       "Closing Fee"  means  the  fee described  in  Schedule A  attached
  hereto.

       "Collections" shall mean all amounts received daily by FPF, or the
  Servicer on behalf of FPF, on  all Premium Receivables Sold under  this
  Agreement including, but  not limited to:  (a) payments from  Obligors,
  (b) return of unearned commission  from agents, (c) return of  unearned
  premium from Issuing Insurance Companies, and (d) amounts received from
  a guaranty fund or other amounts paid  by or on behalf of the  Obligor,
  agent or  Issuing  Insurance  Company.   The  amounts  referred  to  as
  "Collections" shall exclude Obligor's down payment amounts,  correction
  amounts or amounts  not lawfully eligible  under applicable  law to  be
  applied to the payment of amounts due under the Premium Receivables.

       "Concentration Limits" means the Premium Receivable  concentration
  limits set forth in Schedule B attached hereto.

       "Conveyed Property" means  all of  the Seller's  right, title  and
  interest in, to and under the Premium Receivables Sold pursuant to this
  Agreement, all  related  Premium  Finance Agreements  and  all  related
  documents  including,  without  limitation,  all  loan  documents   and
  servicer documents, and all of the Seller's rights to any payment  from
  the Obligors and any and all rights against any Obligor with respect to
  such Premium Receivables, all collateral and guaranties with respect to
  such Premium Receivables, all other related rights and assets, and  all
  proceeds of the foregoing.

       "Default" shall have the meaning specified  in Section 16 of  this
  Agreement.

       "Default Rate" shall mean the annual rate of interest as set forth
  in Schedule A attached hereto.


       "Defaulted Premium  Receivable"  means (without  duplication)  any
  Premium Receivable which (a) has an amount due and unpaid for 180 days,
  or (b) is a Cancelled  Premium Receivable and  has an unpaid  principal
  balance after application of all expected unearned premium received  by
  or on behalf of the Issuing Insurance Company, or (c) has been  written
  off by the Servicer.
<PAGE>
       "Down Payment Requirement"  shall have  the meaning  set forth  in
  Schedule A attached hereto.

       "Effective Date" shall  have the meaning  set forth in  Schedule A
  attached hereto.

       "Eligible Insurance Company" means (a) an insurance company  which
  is licensed and in good standing to  do business in the state in  which
  the policy to  which a  Premium Receivable  relates is  issued by  such
  insurance company, (b) a joint underwriting organization,  intercompany
  insurance pool or  intercompany reinsurance pool  which is licensed  or
  otherwise permitted to do business in the state in which the policy  to
  which a Premium Receivable relates is issued by such joint underwriting
  organization or  intercompany insurance  pool, (c) a  foreign or  alien
  insurance company which is authorized or approved to issue insurance on
  a nonadmitted basis, through a licensed surplus or excess lines broker,
  in the state in which the policy to which a Premium Receivable  relates
  is issued by such foreign or alien insurance company.  No such  insurer
  may be an Eligible Insurance Company (i) if such insurer is the subject
  of a rehabilitation or liquidation proceeding  commenced by a state  or
  foreign insurance regulatory authority, or (ii) if such insurer is not,
  in the  judgment of  FPF,  a creditworthy  Person  which FPF  has  full
  expectations will  return,  on a  timely  basis, unearned  premiums  on
  Cancelled Premium Receivables.

       "Eligible Premium Receivable" has  the meaning defined in  Section
  11.

       "Endorsement Refunds"  means all  funds returned  by an  insurance
  company to the Seller or any other Person arising out of a reduction in
  the premium payable under an insurance  policy relating to a change  in
  the coverage thereof.

       "FPF Principal Balance"  means for any  day of determination,  the
  sum of  the  Up-front  Purchase  Price paid  by  FPF  for  the  Premium
  Receivables under this Agreement, less  the sum of (a) all  Collections
  received by FPF representing principal payments, and (b) the  principal
  amount of  repurchases  of  Premium Receivables  by  the  Seller  under
  Section 6 of this Agreement.

       "GAAP" means generally accepted  accounting principles applied  in
  the United States  of America  in effect from  time to  time which  are
  recognized by the American Institute of Certified Public Accountants.

       "Guarantor"  means   each   guarantor   of   Seller's   repurchase
  obligations as described  in Section 6(b) of  this Agreement listed  in
  Schedule A attached hereto, if any.

       "Independent  Public  Accountants"  means   any  firm  of   public
  accountants acceptable to FPF; provided, that such firm is  independent
  with respect to the Seller and FPF within the meaning of the Securities
  Act of 1933, as amended.

       "Issuing Insurance  Company" means,  with respect  to any  Premium
  Receivable, the  insurance company  which issued  the insurance  policy
  related to such Premium Receivable.
<PAGE>
       "Interest Rate" means the rate of interest set forth in Schedule A
  attached hereto.

       "Lien" means any statutory,  judicial, contractual or other  lien,
  security interest, encumbrance or claim of any kind.

       "Loss"  shall  mean   (i)  with  respect   to  Defaulted   Premium
  Receivables, an amount  equal to the  outstanding principal balance  on
  such Defaulted Premium Receivable, (ii) with respect to any  Repurchase
  Property not reacquired by  Seller, an amount  equal to the  Repurchase
  Price, and (iii)  with respect to  amounts due from  Agents, any  Agent
  Statement Unpaid Balance amount over sixty (60) days past due.

       "Loss Ratio" shall mean for any consecutive three month period the
  percentage resulting  from dividing  (a) Loss  incurred in  such  three
  month period by (b) the  average FPF Principal  Balance for such  three
  month period.

       "Loss  Ratio  Trigger"  shall  have  the  meaning  set  forth   in
  Schedule A attached hereto.

       "Material Adverse  Change" shall  mean  any material  and  adverse
  change, either  individually  or in  the  aggregate, in  the  business,
  prospects, management,  financial position,  results of  operations  or
  general condition of Seller or any  of its Affiliates as determined  by
  FPF in its reasonable discretion.

       "Maximum  Purchase  Commitment"  means  the  maximum   outstanding
  principal balance of the Eligible  Premium Receivables Sold under  this
  Agreement, at the  time of calculation,  not to exceed  the amount  set
  forth in Schedule A attached hereto.

       "Minimum Yield  Trigger"  shall  have the  meaning  set  forth  in
  Schedule A attached hereto.

       "Obligor" means, with  respect to any  Premium Finance  Agreement,
  the obligor or account debtor thereunder.

       "Person"  means  an  individual,  partnership,  limited  liability
  company, corporation (including a business trust), joint stock company,
  trust, unincorporated association, joint venture or other entity, or  a
  government or any political subdivision or agency thereof.

       "Premium Finance Agreement" means the premium finance agreement or
  agreements which evidence a Premium  Receivable in the form  prescribed
  under applicable law.  The Premium Finance Agreements shall be in  form
  and substance acceptable to FPF in its sole discretion.

       "Premium Receivable"  means  the  entire  interest  in  a  Premium
  Finance Agreement, all security interests relating thereto, all  moneys
  due or to  become due thereon  subsequent to the  Sale of such  Premium
  Receivable to FPF, all related Realization Provisions, and any  related
  documents and the proceeds of any and all of the foregoing.

       "Prohibited Agent" means  any Agent  that has  been identified  by
  written notice  from  FPF  to  the  Seller  as  being  prohibited  from
  producing insurance policies financed  by Premium Receivables that  are
  subject to purchase by FPF pursuant to this Agreement.
<PAGE>
       "Purchase Premium" means the portion of the Purchase Price as  set
  forth in Schedule A attached hereto.

       "Purchase Price" means  the price paid  by FPF  for each  Eligible
  Premium Receivable equal to the sum of the (a) Up-front Purchase  Price
  plus (b) the Purchase Premium.

       "Realization  Provisions"  means,  with  respect  to  any  Premium
  Receivable, collectively: (a) the security interest granted or assigned
  by an Obligor,  pursuant to  the terms  of the  documents creating  and
  evidencing the respective Premium Receivable  at the time of  execution
  thereof to the originator of such  Premium Receivable, in all  unearned
  premiums, dividends,  and  loss  payments  which  reduce  the  unearned
  premiums under  the respective  insurance policy  or policies,  (b) any
  interest arising under a state guaranty fund for all unearned  premiums
  from the  cancelled  policy  or  policies  in  the  event  the  Issuing
  Insurance  Company  becomes  insolvent,  (c) Endorsement  Refunds  with
  respect to such Premium Receivable,  (d) if applicable to such  Premium
  Receivable, all  broker  or  agent guarantee  agreements  with  respect
  thereto, and (e) if applicable to such Premium Receivable, any interest
  thereof in a cash collateral account  established with respect to  such
  Premium Receivable.

       "Required 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.

       "Repurchase Price" shall have the meaning set forth in  Schedule A
  attached hereto.

       "Repurchase  Property"   shall  have   the  meaning   defined   in
  Section 6(a).

       "Sale" or "Sell"  or "Sold"  means to  absolutely sell,  transfer,
  assign or otherwise convey property.

       "Servicer" means the servicer of the Premium Receivables described
  in Schedule C attached hereto.

       "Servicing  Agreement"  means  the  Premium  Receivable  Servicing
  Agreement in the form attached hereto in Schedule C

       "Servicing Fee" means the fee to be paid to the Servicer  pursuant
  to the Servicing Agreement.

       "Static Pool  Cancellation Rate"  means  the applicable  rate  set
  forth in Schedule A attached hereto.

       "Static Pool Cancellation Rate Trigger" shall have the meaning set
  forth in Schedule A attached hereto.
<PAGE>
       "Tangible Net Worth" shall mean the tangible net worth, determined
  in accordance with GAAP, to be  maintained by Seller in the amount  set
  forth in Schedule A attached hereto.   For purposes of this  definition
  (i) Tangible Net Worth may be in the form of common or preferred equity
  or  unsecured  debt,  the  terms  and  conditions  of  which  shall  be
  satisfactory to FPF in its  sole discretion ("Subordinated Debt"),  and
  (ii) tangible  assets used  to calculate  net worth  shall exclude  all
  intangible assets, goodwill and intercompany or Affiliate  indebtedness
  of any nature.

       "Term" means the term of this  Agreement as defined in  Schedule A
  attached hereto.

       "Termination Fee" means the fee to  be paid by Seller as  provided
  under Section  3 of  this  Agreement and  as  set forth  in  Schedule A
  attached hereto.

       "Up-front Purchase Price" means the portion of the Purchase  Price
  paid by  FPF  for a  Premium  Receivable  as set  forth  in  Schedule A
  attached hereto.

       Section 2.  Sale of Conveyed Property.Section 2.  Sale of Conveyed
  Property.

            (a)  During the Term  of this  Agreement, Seller  irrevocably
       agrees to  Sell to  FPF all  of the  Eligible Premium  Receivables
       originated, acquired or otherwise owned  by Seller and FPF  agrees
       to purchase up to  the amount of  the Maximum Purchase  Commitment
       all of Seller's  Eligible Premium Receivables  in accordance  with
       the terms and  conditions of this  Agreement.   Seller shall  Sell
       Eligible Premium Receivables to FPF no less frequently than weekly
       as originated, unless  otherwise agreed by  FPF in  writing.   The
       parties agree that FPF shall have the exclusive right, during  the
       Term  of  this  Agreement,   to  purchase  all  Eligible   Premium
       Receivables originated, acquired or otherwise owned by Seller.

            (b)  FPF's obligation  to  be  bound by  the  terms  of  this
       Agreement is subject to the satisfaction of each of the  following
       conditions by evidence in form  and substance satisfactory to  FPF
       in its reasonable discretion:

                 (i)  Seller shall  provide  evidence  that  it  has  the
            necessary authority and has secured any required consents  to
            execute and  deliver this  Agreement and  to enter  into  the
            transactions contemplated by  this Agreement, which  evidence
            shall include,  at a  minimum, good  standing certificate  of
            Seller and any  Guarantor (if not  an individual),  officers'
            certificates regarding (together with copies of) the articles
            and bylaws of  Seller (or other  organizational documents  as
            may be applicable) and  any amendments thereto, UCC  searches
            regarding the Seller, proof of Seller's license to  originate
            the Premium  Finance  Agreements,  the form  of  the  Premium
            Finance Agreements to be originated by Seller, and such other
            evidence as  FPF may  require  in its  reasonable  discretion
            including, without limitation,  any legal  opinions that  FPF
            may require regarding  Seller and Seller's  ability to  enter
            into and perform under this Agreement;
<PAGE>
                (ii)  FPF shall have completed  its due diligence of  the
            Seller  and  determined  that   the  findings  of  such   due
            diligence,  including  the  hardware  and  software  for  the
            Seller's data processing system, are acceptable to FPF in its
            sole discretion;

               (iii)  The Closing Fee has been paid in full by Seller  to
            FPF;

                (iv)  Seller shall have provided evidence that there  are
            no prior Liens or existing Uniform Commercial Code  financing
            Statements granting to any party  a security interest in  any
            of Seller's Premium Receivables  or other Conveyed  Property;
            and

                 (v)  Seller  shall   have   provided  to   FPF   Uniform
            Commercial Code financing  statements in  form and  substance
            acceptable to  FPF establishing  a first  priority  ownership
            interest in  favor  of  FPF in  the  Premium  Receivable  and
            related Conveyed Property.

            (c)  Each Sale of a  Premium Receivable hereunder is  subject
       to the satisfaction to FPF of each of the following conditions  at
       Seller's sole cost and expense:

                 (i)  All covenants and conditions of this Agreement have
            been complied with by Seller and no default (or event  which,
            with the passage of time or notice or both would constitute a
            default) exists hereunder or under the Servicing Agreement;

                (ii)  No Material Adverse Change has occurred;

               (iii)  Each  of  the  Loss  Ratio  Trigger,  Static   Pool
            Cancellation Rate Trigger, Minimum Yield Trigger and  Maximum
            Purchase Commitment shall not be exceeded;

                (iv)  The Concentration Limits established in Schedule  B
            with  respect  to   concentrations  with  Issuing   Insurance
            Companies, originators or Agents shall not be exceeded;

                 (v)  The Premium Receivables  shall be Eligible  Premium
            Receivables; provided, however,  that any Premium  Receivable
            Sold on the  Effective Date may  include Premium  Receivables
            with respect to which any payment has been due and unpaid for
            more than 30  days and for  which a  cancellation notice  has
            been delivered to  the Obligor and  to the Issuing  Insurance
            Company; and

                (vi)  Seller  shall  provide  such  additional  evidence,
            documents and instruments  as FPF may  reasonably request  to
            consummate the Sale  of the Conveyed  Property in  accordance
            with the terms and provisions of this Agreement.

            (d)  In connection with the  Sale of each Premium  Receivable
       hereunder,  Seller  shall  timely  deliver  to  FPF  the  Required
       Documents  relating  to  each  Premium  Finance  Agreement,  which
       delivery shall  be made  within twenty  (20) days  of receipt  and
       system entry by Servicer; and
<PAGE>
            (e)  The Sale of any Conveyed Property shall be effective (i)
       with respect to the Conveyed Property Sold to FPF on the Effective
       Date, upon delivery to FPF of an assignment in form and  substance
       acceptable to  FPF  or by  other  method  of transfer  as  may  be
       directed by FPF, and  (ii) with respect  to all Conveyed  Property
       Sold after the Effective Date, upon the origination by the  Seller
       of each  Premium  Finance Agreement  giving  rise to  the  Premium
       Receivable and  other  Conveyed  Property  without  the  need  for
       execution and delivery of  any further assignments or  instruments
       of transfer unless specifically requested in writing by FPF.   The
       Seller shall cooperate  with FPF and  the Servicer in  immediately
       supplying to the  Servicer the Premium  Receivable data needed  to
       enter the Premium  Receivables on the  Servicer's data  processing
       system.  All Sales shall be deemed to take place at the offices of
       FPF described on the  first page of this  Agreement or such  other
       location as Seller and FPF may agree in writing.

            (f)  Seller and FPF intend and  agree that each purchase  and
       Sale hereunder shall be treated as a true and absolute Sale of all
       of Seller's  right,  title  and interest  in,  to  and  under  the
       Conveyed Property  and  not  a transfer  intended  as  a  security
       interest.    However,  if,   notwithstanding  such  intention,   a
       determination is made by  a court or  other body with  appropriate
       jurisdiction over  the  matter that  such  transfer shall  not  be
       treated as  a true  and absolute  Sale,  this Agreement  shall  be
       deemed to  constitute a  security  agreement and  the  transaction
       effected hereby shall be deemed to constitute a secured financing,
       and Seller hereby pledges and grants to FPF a first priority  Lien
       on, and security interest in, to and under, all of Seller's right,
       title and interest in,  to and under  the Premium Receivables  and
       all other  related  Conveyed Property  as  collateral for  and  as
       security for all amounts paid and to  be paid by FPF to Seller  in
       connection with the Conveyed Property and for all amounts due  and
       owing and all obligations arising under this Agreement.

       Section 3.   Termination.Section 3.   Termination.   Seller  shall
  have the right to terminate this  Agreement upon sixty (60) days  prior
  written notice to FPF and payment to FPF of the Termination Fee.   Upon
  termination by Seller as provided herein, FPF shall continue to own all
  Premium Receivables acquired by FPF to the date of termination and  the
  Servicer shall service the portfolio of Conveyed Property in the normal
  course of its business and, in connection therewith, all provisions  of
  this Agreement or any Servicing Agreement with respect to such existing
  portfolio shall remain in full force  and effect and shall survive  the
  termination of this Agreement under this Section 3, including,  without
  limitation, the repurchase obligations of Seller or Guarantor  relating
  to such existing portfolio.
<PAGE>
       Section  4.    Purchase  Price  and  Payment  Terms  for  Conveyed
  Property/Right of Set-Off.Section 4.  Purchase Price and Payment  Terms
  for Conveyed  Property/Right of  Set-Off.   FPF  shall pay  Seller  the
  Purchase Price  for the  Conveyed Property  pursuant to  the terms  and
  conditions set forth in  this Agreement.   The Up-front Purchase  Price
  shall be  paid  to Seller  or  a third  party  acceptable to  FPF  upon
  satisfaction of the conditions set forth in Section 2(c).  The Purchase
  Premium, if any, shall be paid to Seller monthly in arrears, not  later
  than the eighth Business Day of each month.  FPF shall have a right  to
  off-set from such Purchase Price amounts due to Seller any amounts  due
  FPF from Seller  or Guarantor under  this Agreement including,  without
  limitation, any Repurchase Price  amounts due under  Section 6 and  any
  Agent Statement Unpaid Balance amounts.

       Section 5.  Notification of SaleSection 5.  Notification of  Sale.
   FPF shall send or cause to be sent  notice of the Sale of the  Premium
  Receivables to FPF, (i) to each Obligor to the effect that the  Premium
  Receivables have been Sold  to FPF and that  all payments with  respect
  thereto are required to  be made payable as  specified in such  notice,
  and (ii) to  each Issuing  Insurance Company  to  the effect  that  the
  Premium Receivables have been  Sold to FPF and  that all payments  with
  respect thereto are required to be paid to the Servicer as specified in
  such notice.  The Seller shall promptly respond to reasonable inquiries
  from FPF or third parties confirming the Sale of the Conveyed  Property
  hereunder.

       Section 6.  Repurchase of Conveyed Property.Section 6.  Repurchase
  of Conveyed Property.

            (a)  Not later than five (5) Business Days after notice  from
       FPF, Seller shall repurchase from FPF any Premium Receivables  and
       other related  Conveyed  Property (collectively,  the  "Repurchase
       Property") (i) that does not comply in all respects with  Seller's
       representations and  warranties described  in Section 11  of  this
       Agreement or (ii) for which the  Required Documents have not  been
       timely delivered to FPF.  The amount payable by Seller to FPF  for
       the Repurchase Property shall be equal  to the Repurchase Price.
       Upon its  receipt of  the Repurchase  Price, FPF  shall convey  to
       Seller all of  its right, title  and interest  in such  Repurchase
       Property on  an  "AS IS,  WHERE  IS" basis  without  recourse  and
       without any warranties,  written or oral,  express or implied,  of
       any kind  including,  but not  limited  to, warranties  of  TITLE;
       MERCHANTABILITY OR ABSENCE FROM LIENS.

            (b)  Each Guarantor (jointly and severally, if more than  one
       Guarantor) hereby agrees to repurchase (i) the Repurchase Property
       referred to in Section 6(a) upon  the failure of Seller to do  so,
       and (ii) any Premium Receivable originated in a fraudulent manner.
        Upon its receipt of  all of the amounts  due under this  Section,
       FPF shall convey to Guarantor all of its right, title and interest
       in such Repurchase Property on an "AS IS, WHERE IS" basis  without
       recourse and without any warranties,  written or oral, express  or
       implied, of any kind including, but not limited to, warranties  of
       TITLE; MERCHANTABILITY OR ABSENCE FROM LIENS.
<PAGE>
       Section 7.  Delivery to FPF of Proceeds; Power of Attorney.Section
  7.  Delivery to FPF of Proceeds; Power  of Attorney.  FPF shall be  the
  owner of  any  Conveyed  Property  including  any  proceeds  thereof.
  Following the Sale of  any Conveyed Property, if  any proceeds of  such
  Conveyed Property  are  received  by Seller,  Seller  shall  hold  such
  proceeds in trust for FPF separate and apart from its own property and,
  at its own cost,  immediately endorse (if  necessary) and deliver  such
  proceeds, as FPF directs.  Seller  hereby constitutes and appoints  FPF
  as its true and lawful attorney with  the power to endorse the name  of
  Seller upon any instrument or other document pertaining to the Conveyed
  Property and  any related  proceeds.   This power  is coupled  with  an
  interest and is irrevocable.

       Section 8.  Verification,  Notification and Collection of  Premium
  Receivables.Section 8.   Verification, Notification  and Collection  of
  Premium Receivables.  FPF  shall be entitled, in  its own or any  other
  name and in form determined by FPF, to contact any Obligor or any other
  Person and  verify the  payment of  or inquire  about any  other  issue
  pertaining to any Conveyed Property that has  been or is to be Sold  to
  FPF.  Upon the Sale of any Conveyed Property, FPF shall be entitled  to
  notify and, upon the request of FPF, Seller shall notify the  Obligors,
  insurance companies and any other Persons that FPF is the owner of such
  Conveyed Property and direct such Persons to pay FPF any amounts  owing
  with respect to such Conveyed Property.

       FPF, as the owner of the  Conveyed Property, shall be entitled  to
  amend, compromise,  modify,  release  or settle  the  indebtedness  and
  obligations of the Obligors with respect to the Conveyed Property  that
  is Sold to FPF hereunder, and to  take any legal action to collect  any
  amounts owing with  respect to such  Conveyed Property and  to take  or
  refrain from taking any additional action with respect to such Conveyed
  Property in good faith, without notice to or the consent of Seller  and
  without affecting any obligation of Seller to repurchase such  Conveyed
  Property as may be  required by FPF under  this Agreement.  Seller,  at
  its own cost, shall execute and  deliver to FPF any documents and  take
  any actions  deemed necessary  or desirable  by FPF  to assist  FPF  in
  exercising any right or remedy pertaining to the Conveyed Property.

       Section 9.  Financial Statements and Books and Records.Section  9.
   Financial Statements  and  Books  and  Records.    Seller  shall  keep
  accurate and complete  books and  financial records  pertaining to  the
  Conveyed Property in accordance with GAAP  and shall disclose the  Sale
  of any Conveyed Property to FPF and the respective date of such Sale in
  Seller's books and records.  FPF or its designated representative shall
  have the  right,  upon written  notice  to Seller  and  during  regular
  business hours, to inspect, audit and  copy Seller's books and  records
  relating to the Conveyed Property.

       Section   10.        Seller's    General    Representations    and
  Warranties.Section  10.      Seller's   General   Representations   and
  Warranties.   Seller hereby  represents and  warrants  to and  for  the
  benefit of FPF on the date of this Agreement and on any date of Sale of
  Premium Receivables hereunder that:
<PAGE>
            (a)  Seller is duly  organized and is  validly existing as  a
       corporation in good standing  under the laws of  the state of  its
       organization with full power and authority to execute and  deliver
       this Agreement  and  to Sell  the  Conveyed Property  to  FPF  and
       otherwise to perform the terms and provisions thereof;

            (b)  Seller is duly qualified to do business as a domestic or
       foreign business entity  in good  standing, and  has obtained  all
       required licenses and approvals, if  any, in all jurisdictions  in
       which the conduct  of its business  requires such  qualifications,
       and has  complied  with all  federal,  state and  local  laws  and
       regulations in  connection with  the  origination of  the  Premium
       Receivables and  the  Sale of  the  Conveyed Property  under  this
       Agreement;

            (c)  The execution and delivery  by Seller of this  Agreement
       and Seller's performance of the terms and conditions thereof  have
       been duly authorized  by all necessary  action of  Seller, do  not
       require any  approval or  consent of  any governmental  agency  or
       authority or any other  Person, and do not  and will not  conflict
       with or result in a breach or (with or without notice or lapse  of
       time)  a  default  under   any  agreement,  law  or   governmental
       regulation binding upon  or applicable to  Seller or the  Conveyed
       Property;

            (d)  No litigation or administrative proceeding of or  before
       any court, tribunal or governmental  body is presently pending  or
       threatened, against Seller or its  properties which have not  been
       previously disclosed in writing to FPF;

            (e)  This Agreement and any related documents to which Seller
       or any Guarantor is  a party constitute  valid, legal and  binding
       obligations of Seller and any such Guarantor, enforceable  against
       Seller and  any  such  Guarantor  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;

            (f)  Seller does not have material liabilities or obligations
       other than those previously disclosed in writing to FPF;

            (g)  No  information,   certificate,  statement   or   report
       furnished by  or on  behalf  of Seller  or  any Guarantor  to  FPF
       contains any  untrue  statement of  a  material fact  or  omits  a
       material fact  necessary to  make such  information,  certificate,
       statement or report not misleading.  There is no fact peculiar  to
       Seller or  any  Affiliate of  Seller  or, to  its  knowledge,  any
       Conveyed Property or Obligor, which it has not disclosed to FPF in
       writing which could adversely  affect Seller's ability to  perform
       the transactions contemplated  by this Agreement  and any  related
       documents to which Seller is a party;
<PAGE>
            (h)  All tax returns required to be  filed by Seller, any  of
       its Affiliates, subsidiaries or any Guarantor in any  jurisdiction
       have in fact been filed, and all taxes, assessments, fees,  claims
       and other  governmental charges  upon  Seller, such  Affiliate  or
       subsidiary, such Guarantor or any of their respective  properties,
       income or franchises, shown to be due and payable on such  returns
       have been paid; provided, that  neither Seller nor such  Affiliate
       or subsidiary or Guarantor shall be  required to pay or  discharge
       any such  tax, assessment,  fee, claim  or other  charge which  is
       being contested in good faith and by proper proceedings and as  to
       which appropriate reserves are being maintained in accordance with
       GAAP.  To  the best of  Seller's knowledge, all  such tax  returns
       were true and correct and Seller does not know of any contemplated
       or proposed additional tax assessment against Seller or any of its
       subsidiaries in any material amount or of any basis therefor;

            (i)  The  provisions   for   taxes  on   Seller's   and   its
       subsidiaries' books are in accordance with GAAP;

            (j)  At the close  of any Sale  of Conveyed Property,  Seller
       had a positive Tangible Net Worth;

            (k)  The principal executive office  of Seller is located  at
       the address described on the first page of this Agreement, and has
       been located at such  address for a period  of not less than  four
       months  preceding  the  date  of  this  Agreement  or  since   its
       formation;

            (l)  "Hallmark Finance Corporation"  is the  only legal  name
       under which Seller is operating its business upon the execution of
       this Agreement.  Seller has not changed its name in the last three
       years (or such shorter period of  time during which Seller was  in
       existence) and does  not have  any other  trade names,  fictitious
       names, assumed names or "doing business as" names other than those
       that have been previously disclosed in writing to FPF;

            (m)  The transactions contemplated by  this Agreement are  in
       the ordinary  course of  Seller's business  and Seller  has  valid
       business reasons for selling the related Conveyed Property  rather
       than obtaining  a  secured  loan with  the  Conveyed  Property  as
       collateral.  At the time of each Sale: (i) Seller Sold the related
       Conveyed Property to FPF  without any intent  to hinder, delay  or
       defraud any current or future creditor of Seller; (ii) Seller  was
       not insolvent or did not become insolvent as a result of any Sale;
       (iii) Seller was not engaged  and was not about  to engage in  any
       business or  transaction for  which  any property  remaining  with
       Seller would constitute  unreasonably small capital  or for  which
       the remaining assets of Seller are unreasonably small in  relation
       to the business of Seller or the transaction; (iv) Seller did  not
       intend to incur, and did not believe or reasonably should not have
       believed, that it would incur, debts beyond its ability to pay  as
       they become due; and (v) the consideration  paid by FPF to  Seller
       for the Conveyed Property was equivalent to the fair market  value
       of such Conveyed Property;

            (n)  No  Material  Adverse  Change  has  occurred  since  the
       previous Sale of Conveyed Property;
<PAGE>
            (o)  Each Sale  of  Conveyed Property  contemplated  by  this
       Agreement and any  related documents constitutes  a true sale  and
       not a pledge of collateral in connection with a financing and such
       Conveyed Property shall not be part  of Seller's property for  any
       purpose under state or federal law;

            (p)  Each Sale of Conveyed  Property (including all  payments
       due or  to  become due  thereunder)  by Seller  pursuant  to  this
       Agreement to the best of Seller's knowledge is not subject to  and
       will not result in any tax, fee or governmental charge payable  by
       Seller or FPF to any federal, state or local government;

            (q)  The consideration to be  received by Seller in  exchange
       for each Sale of Conveyed Property (including the right to receive
       all  payments  due  or  to  become  due  thereunder)  (i) is  fair
       consideration having value equivalent to or in excess of the  fair
       market value of the Conveyed Property and, except with respect  to
       the Purchase Premium  (ii) is or will  be paid in  full to  Seller
       upon the consummation of each Sale thereof, and (iii) no provision
       exists whereby the consideration will  be modified after the  date
       of such Sale; and

            (r)  Any drafts  provided  by FPF  to  Seller shall  be  used
       exclusively for the  purchase of Eligible  Premium Receivables  in
       accordance with the terms  and conditions for  use of such  drafts
       that may be provided to Seller by FPF from time to time.

       The foregoing representations and  warranties shall be  continuing
  in nature and shall survive the termination of this Agreement.

       Section 11.  Seller's Representations and Warranties With  Respect
  to the  Conveyed Property.Section  11.   Seller's  Representations  and
  Warranties With Respect to  the Conveyed Property.   Upon each Sale  of
  Conveyed Property, each Premium Receivable Sold  to FPF shall have  all
  of the following characteristics as of  the date of Sale (such  Premium
  Receivables having all  of such  characteristics shall  be referred  to
  herein as "Eligible Premium Receivables"):

            (a)  Each Premium Receivable  represents the genuine,  legal,
       valid and binding  payment obligation  in writing  of the  Obligor
       thereon, enforceable by the holder thereof in accordance with  its
       terms;

            (b)  Each Premium Receivable arises  under a Premium  Finance
       Agreement which contains customary and enforceable provisions such
       that the rights and remedies of the holder thereof are adequate to
       enforce the Realization Provisions;

            (c)  Each  Premium   Receivable  is   not  subject   to   any
       proceedings or investigations  pending or  threatened, before  any
       court,   regulatory   body,   administrative   agency   or   other
       governmental instrumentality  having jurisdiction  over Seller  or
       its properties:  (i) asserting  the  invalidity  of  such  Premium
       Receivable;  (ii) seeking  to  prevent  the  enforcement  of  such
       Premium Receivable; or (iii) seeking  any determination or  ruling
       that may adversely affect the payment on or enforceability of such
       Premium Receivable;
<PAGE>
            (d)  Each Premium Receivable was originated in a state  where
       Seller is licensed (if required to be licensed) to do business  as
       an insurance premium finance company;

            (e)  Each Premium Receivable  does not  (and did  not at  the
       time of origination) contravene any federal, state or local  laws,
       rules or regulations applicable thereto or contract between Seller
       and FPF applicable thereto, and no  party to any such contract  is
       in contravention of any such law, rule or regulation;

            (f)  Each Premium  Receivable was  originated in  the  United
       States of America by  Seller or purchased  by Seller from  another
       premium  finance  company  in  the  ordinary  course  of  Seller's
       business  of   financing   insurance  premiums   written   through
       independent insurance agents  and brokers  or insurance  companies
       directly,  in  either  case,   through  the  application  of   and
       consistent with Seller's standard procedures in a fashion not less
       stringent taken as  a whole than  those other Premium  Receivables
       owned by Seller;

            (g)  Each Premium Receivable is payable in U.S. Dollars by an
       Obligor who at time  of policy origination  is located within  the
       United States of America;

            (h)  Each  Premium  Receivable  is  evidenced  by  only   one
       original contract, in  the form  of a  Premium Finance  Agreement,
       properly completed and executed without variations, with  notation
       of the  Sale  to  FPF, on  or  before  the Sale  of  such  Premium
       Receivable;

            (i)  Each  Premium  Receivable  provides,  according  to  its
       original or  modified terms,  that the  amount payable  thereunder
       will be  paid in  consecutive equal  monthly payments  that  fully
       amortize such Premium  Receivable by  its stated  terms and  which
       amount will  be paid  in a  maximum of  eleven (11)  payments  (if
       financing an annual policy),  and a maximum  of five (5)  payments
       (if financing a six-month policy) with  the first payment due  not
       later than 31  days following the  inception date  of the  related
       insurance policy;

            (j)  Each Premium Receivable relates  to an insurance  policy
       issued by an Eligible Insurance Company;

            (k)  Each Premium Receivable relates  to an insurance  policy
       for which the insured has paid  a down payment amount of not  less
       than the Down Payment Requirement;

            (l)  Each Premium Receivable is evidenced by proof of payment
       to the Issuing Insurance Company  or its designated general  Agent
       equal to an amount not less than the original principal amount  of
       such Premium Receivable and the related down payment due under the
       Premium Finance Agreement has been paid  in full by, or on  behalf
       of, the related Obligor;
<PAGE>
            (m)  The information  and  related  documents  regarding  the
       Premium Receivables being Sold to FPF  is true and correct in  all
       material respects as  of the opening  of business on  the date  of
       Sale and no  selection procedures believed  to be  adverse to  FPF
       have been  utilized  in  selecting  the  Premium  Receivables  for
       inclusion therein;

            (n)  Except for  Premium Receivables  Sold on  the  Effective
       Date, no Premium Receivable  or related Premium Finance  Agreement
       has been satisfied, cancelled or is more than 30 days past due  or
       is  subject  to  a  right  of  rescission,  setoff,  counterclaim,
       subordination, recoupment or  defense which has  been asserted  or
       threatened with respect  to such Premium  Receivable nor have  the
       Realization  Provisions  securing  such  Premium  Receivable  been
       released from the Lien granted by the Obligor;

            (o)  Except for assignments  or pledges to  lenders who  have
       provided financing  to Seller  and which  assignments and  pledges
       have been released prior to the Sale of the Premium Receivables to
       FPF, no Premium Receivable has been  Sold or pledged by Seller  to
       any  Person  other  than  FPF;  immediately  prior  to  any   Sale
       contemplated by  this  Agreement  Seller had  good  title  to  the
       Premium Receivable sold to  FPF free and clear  of all Liens  and,
       immediately upon any Sale of the Premium Receivables  contemplated
       by this  Agreement,  FPF  will have  good  title  to  the  Premium
       Receivables Sold to FPF free and clear of all Liens;

            (p)  No Premium Receivable has terms which have been extended
       or  modified  other  than   through  the  customary  process   and
       procedures of Seller, the originals of which have been included in
       the Premium Finance Agreement loan documents delivered to FPF;

            (q)  No Premium Receivable has any Liens or claims which have
       been filed or claims that would be Liens prior to or equal to  the
       Realization Provisions  granted by  the Obligor  pursuant to  such
       Premium Receivable;

            (r)  At the  time of  Sale of  any Premium  Receivable  which
       finances a  commercial  line  insurance policy,  to  the  best  of
       Seller's knowledge,  the  Obligor  with respect  to  such  Premium
       Receivable  is  not  subject  to  any  bankruptcy  or   insolvency
       proceeding;

            (s)  No Premium  Receivable relates  to an  insurance  policy
       which is deemed fully earned in the case of a claim;

            (t)  No  Premium  Receivable   has  been   originated  by   a
       Prohibited Agent; and

            (u)  No Premium  Receivable has  been originated  in, nor  is
       subject to the laws of, any  jurisdiction under which the Sale  of
       such Premium Receivable would be unlawful, void or voidable.

       The foregoing and any  additional representations, warranties  and
  covenants contained in this Agreement shall be continuing in nature and
  shall survive the termination of this Agreement.
<PAGE>
       Section  12.    Additional   Covenants  of  Seller.Section  12.
  Additional Covenants of Seller.  During the Term of this Agreement,

            (a)  Seller shall at its expense cause all Uniform Commercial
       Code termination  statements, satisfactions,  releases or  partial
       releases, as  the  case may  be,  with  respect to  Liens  on  the
       Conveyed Property to be filed on the date of Sale of the  Conveyed
       Property.

            (b)  Seller shall cause all Uniform Commercial Code financing
       statements,  continuation  statements  and  any  other  documents,
       reasonably requested  by FPF,  establishing the  right, title  and
       interest of  FPF,  to  and under  the  Conveyed  Property,  to  be
       promptly executed and filed by Seller, and shall deliver to FPF or
       its designee file-stamped, complete copies of, or filing  receipts
       for, any document recorded, registered or filed as provided above,
       as soon as available but in  any event not later than thirty  (30)
       days following such recordation, registration or filing.

            (c)  At least thirty  (30) days  prior to  Seller making  any
       change in  its name,  identity or  organizational structure  which
       would make  any  termination  statement,  financing  statement  or
       continuation statement filed by FPF or Seller seriously misleading
       within the applicable provisions of the Uniform Commercial Code or
       any title statute, Seller shall give FPF notice of any such change
       and shall execute and file such financing statements or amendments
       as may be necessary or reasonably required by FPF to continue  the
       perfection of  the respective  interests of  FPF in  the  Conveyed
       Property.

            (d)  Except for the Sale to FPF of the Conveyed Property  and
       Liens granted or caused by FPF  in such Conveyed Property,  Seller
       shall not Sell  to any other  Person, or grant,  incur, assume  or
       suffer to  exist any  Lien on  such Conveyed  Property or  on  any
       interest therein, and  Seller shall  defend the  right, title  and
       interest of FPF in,  to and under  such Conveyed Property  against
       all claims of third parties claiming through or under Seller.

            (e)  Seller shall not impair FPF's right, title and  interest
       in, to and under any of the Conveyed Property.

            (f)  Seller shall  maintain Tangible  Net Worth  of not  less
       than the amount set forth in Schedule A attached hereto.

            (g)  Seller shall furnish to FPF:

                 (i)  within forty-five (45) days  after the end of  each
            of the first three fiscal quarters of Seller (commencing with
            the first fiscal  quarter ending  after the  date hereof)  an
            unaudited balance  sheet and  income statement  (prepared  in
            accordance with GAAP without  accompanying notes) for  Seller
            and its subsidiaries covering the preceding quarter, in  each
            case  certified  by  the  president  or  principal  financial
            officer of Seller to be true, accurate and complete copies of
            such financial statements;
<PAGE>
                (ii)  within ninety (90)  days  after  the  end  of  each
            fiscal year  of Seller  beginning at  the  end of  the  first
            fiscal year after  the date hereof  an audited balance  sheet
            and income statement (prepared  in accordance with GAAP)  for
            Seller and  its subsidiaries  covering the  preceding  fiscal
            year;

               (iii)  such other information respecting the condition  or
            operations, financial  or otherwise,  of Seller,  any of  its
            subsidiaries and any Guarantor as FPF  may from time to  time
            reasonably request; and

                (iv)  prompt notice to  FPF (but  in no  event more  than
            three (3) Business  Days following) of  any Material  Adverse
            Change.

            (h)  Seller shall provide prompt written notice to FPF if:

                 (i)  Seller ceases to be  managed and controlled by  the
            Person or Persons  who manage and  control Seller  as of  the
            date of this Agreement;

                (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 ten (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)  Seller consummates a sale  of all or  substantially
            all of its assets, except for  the Sale of Conveyed  Property
            by Seller  to  FPF  under  this  Agreement  and  any  related
            documents.

            (i)  Seller shall not  dissolve or liquidate  in whole or  in
       part.

            (j)  Seller shall not  voluntarily institute any  proceedings
       to  adjudicate  Seller  or  any  of  its  Affiliates  bankrupt  or
       insolvent, consent to the institution of bankruptcy or  insolvency
       proceedings against  Seller  or  any of  its  Affiliates,  file  a
       petition seeking or consenting  to reorganization or relief  under
       any applicable  federal  or  state  law  relating  to  bankruptcy,
       consent to the  appointment of a  receiver, liquidator,  assignee,
       trustee (or  other  similar official)  of  Seller or  any  of  its
       Affiliates or a substantial part of its or their property or admit
       its or their inability to pay its or their debts generally as they
       become due or authorize any of  the foregoing to be done or  taken
       on behalf of Seller or any of its Affiliates.

            (k)  Seller shall  maintain at  its  own expense,  a  blanket
       fidelity bond or an errors and omissions insurance policy, in form
       and content and in amounts acceptable to FPF and naming FPF as  an
       additional loss payee or beneficiary thereunder.
<PAGE>
            (l)  Seller shall comply with  all Additional Provisions  set
       forth in Schedule A, if any.

       Section 13.  Taxes.Section 13.  Taxes.  Seller shall pay when  due
  all present  and  future  income  taxes,  withholding  taxes,  worker's
  compensation premiums, sales taxes,  use taxes, excise taxes,  personal
  property taxes  and all  assessments and  other  amounts levied  by  or
  required to be paid to any governmental or quasi-governmental authority
  and pertaining to Seller,  its business operations,  its assets or  the
  Conveyed Property (except for FPF's income taxes) and provide FPF  with
  written proof of such payment upon the request of the latter party.

       Section    14.        Further    Assurances    and     Substituted
  Performance.Section   14.      Further   Assurances   and   Substituted
  Performance.  Seller shall  take or cause any  third party to take  any
  actions and execute or cause any third party to execute any  additional
  documents (including,  but  not  limited to,  Uniform  Commercial  Code
  filings) deemed necessary or desirable by  FPF to carry out the  intent
  or purposes of this Agreement and any related documents.  FPF shall  be
  entitled, but not required, to take any action and execute any document
  that was required  to be, but  not, taken or  executed by Seller  under
  this Agreement and any related documents.   This power is coupled  with
  an interest and is  irrevocable.  Upon  demand, Seller shall  reimburse
  FPF for any amounts, attorneys' fees, expenses and costs paid by FPF in
  connection with  such actions  together with  interest thereon  at  the
  Interest Rate from the date of payment until the date of reimbursement.
   No action taken by FPF shall be deemed to relieve Seller's  obligation
  to take such action or cure Seller's default under this Agreement.

       Section 15.  Indemnification.Section 15.  Indemnification.  Seller
  shall indemnify  and hold  FPF and  its  Affiliates harmless  from  all
  claims,  defenses,  offsets,   counterclaims,  loss,  costs,   damages,
  liabilities, causes of  action, actions and  suits (including, but  not
  limited  to,  attorneys'  fees,   expenses  and  costs)  arising   from
  (i) Seller's  breach  of  any  representation,  warranty  or   covenant
  contained  in  this  Agreement  or  any  related  documents,   (ii) the
  unauthorized use of drafts provided by FPF to Seller for the funding of
  Premium  Finance  Agreements,  or  (iii) the  failure  of  the  Premium
  Receivables Sold  hereunder to  be originated  in compliance  with  all
  requirements of law.  These indemnity provisions are in addition to any
  other obligations  that the  Seller may  otherwise have  hereunder  and
  shall survive the termination of this Agreement.

       Section 16.  Default.Section 16.  Default.  Seller shall be deemed
  in default (a "Default")  under this Agreement  upon the occurrence  of
  any one or more of the following:

            (a)  Seller fails to pay  any indebtedness, fails to  perform
       any  obligation,  or  breaches  any  covenant,  representation  or
       warranty (other than  a breach of  any representation or  warranty
       under Section 11 of  this Agreement) to  FPF under this  Agreement
       and/or any  related  documents and  any  other present  or  future
       agreement with FPF;
<PAGE>
            (b)  Seller breaches any representation or warranty by Seller
       under Section 11 of this Agreement pertaining to Conveyed Property
       and Seller fails to repurchase such Conveyed Property within  five
       (5) Business Days from the date of written notification by FPF  of
       such breach in accordance with the terms and conditions of Section
       6 of this Agreement;

            (c)  Seller permits the entry or service of any  garnishment,
       judgment, tax levy, attachment  or lien against it  or any of  its
       property;

            (d)  Seller or any Guarantor  becomes insolvent or unable  to
       pay its debts in a timely manner;

            (e)  Seller or any Guarantor  makes a general assignment  for
       the benefit of its creditors, a  receiver or trustee is  appointed
       for all  or  a  substantial portion  of  Seller's  or  Guarantor's
       respective assets,  or a  bankruptcy, insolvency,  liquidation  or
       reorganization proceeding  is commenced  by or  against Seller  or
       Guarantor in any state or federal court;

            (f)  Seller challenges the validity of  the true Sale of  the
       Premium  Receivables  hereunder  or  the  priority,  validity   or
       enforceability of any ownership interest granted by Seller in  the
       Conveyed Property to FPF;

            (g)  Seller ceases to operate  its business, or is  dissolved
       or terminated for any reason;

            (h)  Any Guarantor dies or any Guarantor fails to perform any
       obligation to FPF under this Agreement or challenges the  validity
       of its guaranty provision of this  Agreement or provides FPF  with
       notice of its intent to terminate  any guaranty provision of  this
       Agreement to FPF  or its  future obligations  under such  guaranty
       provisions for any reason; or

            (i)  Following 30 days written notice to Seller that FPF,  in
       good faith, believes that Seller's  or any Guarantor's ability  to
       pay and perform any of the obligations described in this Agreement
       or any  related documents  is or  shall be  impaired or  otherwise
       deems itself  insecure  for any  reason  and such  written  notice
       specifies the basis of its determination.

            (j)  An event of default by the Servicer under the provisions
       of the Servicing Agreement.

       Section 17.   Remedies.Section 17.   Remedies.   In  the event  of
  Seller's default under this Agreement, FPF may exercise one or more  of
  the following cumulative remedies without notice or demand of any kind:

            (a)  terminate immediately any  of its remaining  obligations
       under this Agreement;

            (b)  collect all amounts  due from Seller  to FPF under  this
       Agreement or any other  agreement, together with interest  thereon
       at the Default Rate until paid, with or without resorting to legal
       process;
<PAGE>
            (c)  in the event FPF terminates this Agreement, collect,  in
       addition to the amounts set forth in (b) above, liquidated damages
       in the  amount  of  the maximum  Termination  Fee  that  would  be
       collectible in the event of termination hereunder, it being agreed
       by the parties  that damages would  be difficult  to assess  under
       this  Agreement  and  that  liquidated  damages  in  addition   to
       collection of the amounts set forth  in (b) above shall be due  to
       FPF to compensate FPF for the  default by Seller or any  Guarantor
       and the termination of this Agreement by FPF as a result thereof;

            (d)  change Seller's mailing  address, and as  it relates  to
       the Conveyed Properly only,  open Seller's mail, endorse  Seller's
       name on  checks,  bills  of exchange,  notes,  acceptances,  money
       orders, drafts or other documents or  forms of payment and  retain
       any proceeds of the Conveyed Property;

            (e)  terminate any Servicing Agreement or lock box  agreement
       pertaining to the Conveyed Property and change such servicers  and
       lock box arrangements;

            (f)  notify Obligors to make  payment on Premium  Receivables
       Sold under this Agreement to FPF or its designee;

            (g)  enter Seller or any  Affiliate's premises during  normal
       business hours and take possession of any Conveyed Property;

            (h)  require Seller,  at its  expense,  to deliver  and  make
       available to FPF  any Conveyed  Property Sold  to FPF  at a  place
       reasonably convenient to FPF;

            (i)  commence a  suit for  the turnover  or replevin  of  the
       Conveyed Property;

            (j)  collect, compromise, settle,  sell or otherwise  dispose
       of any Conveyed Property that Seller was required to, but did not,
       repurchase from FPF;

            (k)  set-off Seller's and  any Guarantor's obligations  owing
       to FPF under  this Agreement, any  other written  agreement or  by
       operation of law against any amounts  owed by FPF to such  Persons
       under this  Agreement  or  any  related  documents,  respectively,
       including, but  not  limited  to, moneys,  instruments  and  other
       property deposited or maintained with FPF  or any third party  for
       the benefit of FPF; and

            (l)  exercise all  other rights  available to  FPF under  any
       other present or future agreement or applicable law.

       FPF's rights  and remedies  are cumulative  and may  be  exercised
  together, separately and in any order.
<PAGE>
       Section 18.  Waiver.Section 18.  Waiver.  FPF shall not be  deemed
  to have waived any right or  remedy described in this Agreement  unless
  FPF has executed and delivered to  Seller a written waiver thereof.   A
  waiver of a right or remedy on one  occasion shall not act as a  waiver
  of that or any  other right or  remedy on a  future occasion.   Without
  limiting the foregoing, FPF's delay in  exercising any right or  remedy
  shall not constitute  a waiver  of that or  any other  right or  remedy
  described in this Agreement.

       Section    19.         Counterparts/Facsimiles.Section    19.
  Counterparts/Facsimiles.  This Agreement  may be executed by  facsimile
  signature and in  one or more  counterparts, each of  which when  taken
  together shall constitute one complete Agreement.

       Section 20.  Essence of TimeSection 20.  Essence of Time.   Seller
  and FPF agree that time is of the essence.


       Section 21.   AssignmentSection  21.   Assignment.   FPF shall  be
  entitled to assign or grant a Lien on its interests hereunder, and  the
  obligations, rights and remedies under this Agreement to any Person  in
  its sole discretion.   Such Persons shall be  deemed to be third  party
  beneficiaries hereunder and shall be entitled to rely on the provisions
  hereof for  the  benefit  of FPF  including,  without  limitation,  the
  indemnification provisions of Section 15.  Any assignee or designee  of
  FPF shall  be entitled  to enforce  the  provisions of  this  Agreement
  against Seller.  Notwithstanding any such assignment, no assignment  by
  FPF hereunder shall relieve FPF of its obligations to Seller hereunder.
  Seller shall not be entitled to assign or grant a security interest  in
  any of its obligations, rights or remedies under this Agreement to  any
  Person without the prior  written consent of FPF,  or its assignees  or
  designees, which consent may be withheld in the sole discretion of FPF.
   No person shall be deemed a third party beneficiary of Seller.

       Section 22.  Standard of CareSection  22.  Standard of Care.   FPF
  shall not be liable to Seller for any action taken or not taken by  FPF
  in good faith  in connection  with this Agreement.   FPF  shall not  be
  deemed a fiduciary of Seller or be required to perform any of  Seller's
  obligations to FPF or any third party under any circumstances.

       Section 23.  Costs and Expenses/Attorneys Fees.Section 23.   Costs
  and Expenses/Attorneys Fees.

            (a)  Seller shall pay all costs and expenses incident to  the
       performance of its obligations under this Agreement;

            (b)  Seller shall pay on  demand FPF's reasonable  attorneys'
       fees and other costs and expenses incurred before trial, at  trial
       and on appeal  in the enforcement  (whether through  negotiations,
       legal proceedings  or  otherwise)  of  this  Agreement,  including
       without  limitation,  all  costs,  expenses  and  attorneys   fees
       incurred by FPF  in connection with  any bankruptcy or  insolvency
       proceeding involving the Seller.
<PAGE>
       Section 24.  Notices.Section 24.  Notices.  All notices, requests,
  consents and other  communications hereunder  shall be  in writing  and
  shall be delivered personally or  mailed by first-class registered  and
  certified  mail,   postage   prepaid,  or   by   telephonic   facsimile
  transmission, electronic mail  or overnight  delivery service,  postage
  prepaid, to  the  parties at  the  following addresses  or  such  other
  addresses that they may  provide each other with  written notice of  in
  the future:

       If to Seller:     Hallmark Finance Corporation
                         14651 Dallas Parkway, Suite 900
                         Dallas, TX  75240
                         Attn:     Linda Sleeper
                         Facsimile: (972) 788-0520

       If to FPF, Inc.:  600 Seventeenth Street, Suite 1900S
                         Denver, Colorado 80202
                         Attn: President
                         Facsimile: (303) 571-1811

  Such notices shall  be effective  upon the  earlier of  (i) receipt  or
  (ii) two (2) Business  Days after the  confirmed delivery by  overnight
  delivery service.

       Section 25.   Successors and Assigns.Section  25.  Successors  and
  Assigns.  Except as provided in Section 21 hereof limiting  assignments
  by Seller, this Agreement shall inure to the benefit of and be  binding
  upon the successors, assigns,  trustees, receivers, heirs and  personal
  representatives of the parties hereto.

       Section 26.   Severability.Section 26.   Severability.  Any  part,
  provision, agreement,  representation,  warranty or  covenant  of  this
  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
  Agreement shall deprive any party of  the economic benefit intended  to
  be conferred by  this 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 27.  Force  Majeure.Section 27.   Force Majeure.   Neither
  party shall be liable  for damages due to  delay or failure to  perform
  any obligation under this  Agreement if such  delay or failure  results
  directly or indirectly  from circumstances beyond  the control of  such
  party.  Such circumstances shall include, but shall not be limited  to,
  acts of God, acts of war,  civil commotions, riots, strikes,  lockouts,
  acts of the government, disruption of telecommunications  transmissions
  accident, fire,  water  damages,  flood, earthquake  or  other  natural
  catastrophes.
<PAGE>
       Section 28.   Governing  Law.Section 28.    Governing Law.    THIS
  AGREEMENT AND ANY RELATED DOCUMENTS SHALL BE GOVERNED BY AND  CONSTRUED
  IN ACCORDANCE  WITH  THE SUBSTANTIVE  LAWS  OF THE  STATE  OF  COLORADO
  WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS.

       Section 29.   Jurisdiction and Waiver  of Certain  Damages.Section
  29.  Jurisdiction and  Waiver of Certain Damages.   THE PARTIES  HERETO
  HEREBY IRREVOCABLY SUBMIT TO THE  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
  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 THIS AGREEMENT.   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 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 AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM  OR
  JURISDICTION.  NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT  TO
  THE CONTRARY, NO CLAIM MAY BE MADE BY THE SELLER AGAINST FPF OR ANY  OF
  ITS AFFILIATES  FOR  ANY LOST  PROFITS,  OR ANY  SPECIAL,  INDIRECT  OR
  CONSEQUENTIAL DAMAGES  IN RESPECT  TO ANY  BREACH OR  WRONGFUL  CONDUCT
  (OTHER THAN WILLFUL MISCONDUCT CONSTITUTING FRAUD) ARISING OUT OF OR IN
  ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED HEREUNDER.

       Section 30.  Entire Agreement.Section 30.  Entire Agreement.  This
  Agreement (including any Servicing Agreement  between Seller and FPF  )
  contains  the  complete  and  integrated  understanding  and  agreement
  between the parties and their  respective Affiliates pertaining to  the
  subject  matter  hereof,  and  all  other  prior  and   contemporaneous
  discussions, negotiations, agreements and proposal letters, written  or
  oral, express or implied shall be of no force and effect.

       Section 31.   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
  AGREEMENT.

                      [SIGNATURE PAGE FOLLOWS]

<PAGE>
       IN WITNESS WHEREOF,  the undersigned duly  authorized officers  of
  the parties have  executed this Agreement  as of the  day first  stated
  above.

                                SELLER:


                                By
                                Name:
                                Title:


                                FPF, INC.


                                By
                                Name: Bruce I. Lundy
                                Title: President


  AGREED TO WITH RESPECT TO SECTION 6(b):

  __________________________________
  Hallmark Financial Services, Inc

  By: ______________________________
  Name:____________________________
  Title:_____________________________

<PAGE>
                               SCHEDULE A

       This Schedule A forms a part of the Sale and Assignment  Agreement
  ("Agreement") to which it is attached and is incorporated therein.

       Section A-1.  Definitions.   The following definitions shall  have
  the following meanings:

       "Additional Charges"  shall mean  upon Default,  the sum  (a)  the
  additional interest due equal to  the FPF Principal Balance  multiplied
  by a rate per  annum equal to the  difference between the Default  Rate
  and the Interest Rate,  (b) all other expenses  due from the Seller  to
  FPF under this Agreement, (c) the  Termination Fee, as applicable,  (d)
  the amount of repurchase obligations, if  any, under Section 6 of  this
  Agreement and (e)  the costs and  expenses set forth  in Section 23  of
  this Agreement.

       "Advance Rate" shall mean a percentage from time to time specified
  by Seller in writing to  FPF but in no  event to exceed ninety  percent
  (90.00%) reduced by the Reserve Percentage.

       "Capital Charge" shall mean the sum of:

            (a)  The FPF Principal Balance  multiplied by 1/360th of  the
       Interest Rate, plus;

            (b)  Any unpaid  Capital  Charge due  for  any prior  day  or
       accounting period, plus;

            (c)  The Commitment Fee, plus

            (d)  Additional Charges.

       "Closing Fee" shall be $12,500 of which $5,000 has been paid prior
  to the Effective Date.

       "Commitment Fee"  shall mean  for any  month in  which the  Unused
  Portion  exceeds  twenty   percent  (20%)  of   the  Maximum   Purchase
  Commitment, a commitment fee payable to FPF, in an amount equal to  the
  product of (a) the Unused Portion and (b) one half percent (0.50%)  per
  annum.

       "Default Rate" shall be the lesser  of (a) the Prime Rate plus  8%
  or (b) the highest interest rate permitted by applicable law.

       "Down Payment Requirement"  shall mean a  down payment under  each
  Premium Finance  Agreement  in  an amount  not  less  than  the  amount
  required by law or statute.

  "Effective Date" means the Effective Date of this Agreement which shall
  be the  18th day of November, 1999.

       "Guarantor"  means,  Hallmark  Financial  Services,  Inc.,   whose
  address is 14651 Dallas Parkway, Suite 900, Dallas, TX  75240.
<PAGE>
       "Interest Rate" shall be the Prime  Rate plus a spread  ("Spread")
  shown below, based on an actual/360 day year.

       a)   From the Closing and for each day in which the prior  month's
            average daily FPF principal balance  is $5,000,000 or  below,
            the Spread shall be one percent (1.00%); and

       b)   For any  day in  which the  prior month's  average daily  FPF
            principal balance is  greater than $5,000,000  but less  than
            $7,500,000, then the Spread  shall be three-quarters  percent
            (0.75%); and

       c)   For any  day in  which the  prior month's  average daily  FPF
            principal balance is greater than $7,500,000, then the Spread
            shall be one-half percent (0.50%).

       "Loss Ratio Trigger" shall mean any  time at which the Loss  Ratio
  exceeds one and a half percent (1.50%).

       "Maximum Purchase  Commitment"  shall  be  $6,000,000  as  of  the
  effective date.    So  long  as  Seller  is  in  compliance  with  this
  Agreement, the  Maximum  Purchase Commitment  may  be increased  up  to
  $8,000,000, in  increments  of  $1,000,000, by  Seller  upon  ten  (10)
  business days  written notice  to FPF.   Any  increase in  the  Maximum
  Purchase Commitment above the $8,000,000 will be at the sole discretion
  of FPF, upon the request and consent of Seller.

       "Minimum Yield Trigger" shall mean, for any month, the failure  of
  FPF to receive payment in full of the Capital Charge.

       "Parity Shortfall" means  for each  Premium Receivable  (including
  each Premium Receivable in any current  Sale), the amount by which  the
  outstanding  principal  balance  of  the  applicable  Premium   Finance
  Agreement exceeds  the expected  return premium  due from  the  Issuing
  Insurance Company in the actual or prospective event of a  cancellation
  of such Premium Receivable.   If the expected  return premium due  from
  the  Issuing  Insurance  Company  exceeds  such  outstanding  principal
  balance, then no parity shortfall exists.

       "Parity  Shortfall  Amount"  means  for  all  outstanding  Premium
  Receivables, the  sum of  (a) for  Cancelled Premium  Receivables,  the
  total Parity  Shortfall on  such  Cancelled Premium  Receivables,  plus
  (b) for all other Premium  Receivables not in  a cancelled status,  the
  total Parity Shortfall  for such Premium  Receivables calculated as  if
  the next  payment due  date  is missed,  times  150% of  the  projected
  lifetime Static Pool  Cancellation Rate  for the  portfolio of  Premium
  Receivables as determined  by FPF, plus  (c) the outstanding  principal
  balance of all Defaulted Premium Receivables.

       "Prime Rate" shall  be as published  in the Money  Section of  The
  Wall Street Journal.   If  more than one  rate is  published, then  the
  highest rate published shall apply.
<PAGE>
       "Purchase Premium"  shall be  equal to  the Collections  (but  not
  including any  unearned  commissions from  Agents)  due the  Seller  as
  provided herein.    Collections shall  be  allocated in  the  following
  order:

            (a)  Principal payments received  shall be  allocated to  FPF
            until the FPF Principal Balance is reduced to zero.

            (b)  FPF  shall  retain  all  Collections  until  the  unpaid
            Capital Charge is paid in full.

            (c)  If Seller  is  in Default,  then  FPF shall  retain  all
            Collections until  all amounts  payable  to FPF  pursuant  to
            Section 17 of this Agreement are paid in full.

            (d)  The Servicing Fee shall  be paid to the Servicer of  the
            Premium Receivables sold under this Agreement.

            (e)   Remaining Collections,  if any,  will  be paid  to  the
            Seller as a Purchase Premium.

       "Repurchase Price"  means  (a)  the lesser  of  (i)  the  Up-front
  Purchase Price paid to  Seller by FPF for  the Premium Receivables  and
  other related Conveyed Property or (ii) the current outstanding balance
  due on  the Premium  Receivable at  the time  of repurchase  under  the
  applicable Premium Finance Agreement(s) with respect to the  Repurchase
  Property, plus (b)  interest on  the amount  payable by  Seller to  FPF
  under (a) above at  the Interest Rate from  the date that FPF  advanced
  funds to purchase  the Premium Receivables  and other related  Conveyed
  Property to  the date  of payment  by Seller  of the  Repurchase  Price
  reduced by any  payments previously received  by FPF  and allocated  to
  interest, plus (c) the Purchase Premium paid to Seller, if any.

       "Reserve Percentage" means for all outstanding Premium Receivables
  (including each Premium Receivable in any current Sale) the  percentage
  resulting from dividing (a) the total Parity Shortfall Amount plus  the
  total amount of Premium Receivables in excess of the FPF  Concentration
  Limits by (b) the outstanding principal balance of all Eligible Premium
  Receivables at the time of calculation.

       "Rule of 78's" means the method  by which interest income will  be
  allocated on Premium Receivable payments and calculated for any payment
  as a  fraction, the  numerator being  the number  of payments  or  days
  remaining  under  the  original  payment  schedule  for  such   Premium
  Receivable and the  denominator being  the sum  of the  digits for  the
  number of all  scheduled payments  or days  remaining.   Example: A  10
  monthly  payment  receivable  will  recognize  10/55ths  of  the  total
  expected lifetime  interest  in month  one  and 9/55ths  of  the  total
  interest in month two and so forth.

       "Static Pool Cancellation Rate" means for each monthly period, the
  percentage resulting  from dividing  (a) the  total number  of  Premium
  Receivables Sold in  such month that  are or  become Cancelled  Premium
  Receivables, by (b)  the total number  of Premium  Receivables Sold  in
  such month.  EXAMPLE: 100 Premium Receivables are originated in January
  1999 and  in  a calculation  on  July 30,  1999, 32  of  these  January
  Originated  Premium  Receivables   had  been   cancelled  since   their
  origination.  The Static Pool Cancellation  Rate for such January  1999
  Premium Receivables would be 32% as of July 30, 1999.
<PAGE>
       "Static Pool Cancellation  Rate Trigger"  shall mean  any time  at
  which the average Static Pool  Cancellation Rate exceeds sixty  percent
  (60%).

       "Term"  means  the  Term  of  this  Agreement  commencing  on  the
  Effective Date  and, if  not earlier  terminated  as provided  in  this
  Agreement, terminating on November 1, 2002.

       "Termination Fee"  shall  be  $30,000 if  Seller  terminates  this
  Agreement pursuant to Section 3 during  the first eighteen (18)  months
  following the Effective  Date.  If  such termination  occurs in  months
  nineteen (19) through  twenty four (24)  following the Effective  Date,
  the Termination Fee shall be $15,000.  No Termination Fee shall be  due
  after 24 months following the Effective Date.

       "Unused Portion" means, as of each  day of calculation, an  amount
  equal to (a) the Maximum Purchase Commitment, less (b) the average  FPF
  Principal Balance during the period of calculation.

       "Up-front Purchase Price" shall mean  the Amount Financed for  all
  outstanding  Eligible  Premium  Receivables  Sold  by  Seller  to   FPF
  multiplied by the Advance Rate.

       Section A-2.   Additional  Provision.   The  following  Additional
       Provisions shall be a part of this Agreement.

            A-2(i).   Identification of Collections.   Collections  shall
       be identified  for  application against  each  Premium  Receivable
       balance and applied against the unpaid Premium Receivable  balance
       as follows:

            (1)  First,  to   any   earned-at-writing   Premium   Finance
                 Agreement fees; then

            (2)  Principal calculated in  accordance with the  applicable
                 amortization schedule; then

            (3)  Interest or  finance  charge at  the  applicable  annual
                 percentage rate determined in  accordance with the  Rule
                 of 78's  (or determined  as  may otherwise  be  required
                 under applicable state  law for the  state in which  the
                 Premium Receivables were originated); then

            (4)  Any late  fees, cancellation  fees and  other  allowable
                 charges; then

            (5)  From  any  remaining  amounts, any amount required to be
                 paid to the Obligor as the insured  party in  accordance
                 with  applicable   state  law   governing  the   Premium
                 Receivables.

            A-2(ii).Tangible Net Worth.   Seller shall maintain Tangible
       Net Worth equal to the sum of (a) $25,000, plus, (b) the
       difference between the Amount Financed and the Up-Front Purchase
       Price for all Premium Receivables sold to FPF.

<PAGE>
                              SCHEDULE B

                         CONCENTRATION LIMITS

       This Schedule is part of the Sale and Assignment Agreement between
  Hallmark Finance Corporation and FPF, Inc.,  dated as of the 15th   day
  of November, 1999.  Capitalized terms used herein that are not  defined
  shall have the meanings ascribed to them in this Agreement.

       Eligible Premium Receivables may not exceed the following limits:

            A.   Insurance Company Diversification Limits.

                 1.   For Eligible  Insurance  Companies covered  by  the
                      Texas  insurance  guaranty   fund,  the   following
                      allocations shall apply:


                                                     Maximum % of
                            Insurance Company's    Eligible Premium
                              A.M. Best Rating      Receivables per
                                                        Carrier
                              ----------------          -------
                               "A-"  or better          no limit

                               "B++" or "B+"              25.0%

                                "B"  or "B-"              15.0%

                                all others*               5.00%

                           *Note:  under "all others" above, "C,"
                                   "D," "E," "F," "N/F," "S" are not
                                   eligible.


  Exception:
  The financed  policies  are issued  by  State and  County  Mutual  Fire
  Insurance Company ("S&C").  S&C acts as a "fronting" company and  cedes
  100% of the risk to American Hallmark Insurance Company ("AHIC") via  a
  100% Quota Share Reinsurance Agreement between S&C and AHIC.
<PAGE>
  To administer this sales program, S&C  has also entered into a  General
  Agency Agreement with an affiliate of  AHIC, Brokers General, Inc.  now
  known as American Hallmark General Agency, Inc. ("AHGA").  AHGA acts as
  the administrator of the program, appoints agents, processes  policies,
  returns unearned  premium  upon  cancellation  of  policies,  including
  financed policies, and settles and pays claims.

  AHIC in turn has  reinsured 75% of its  risk related to these  policies
  through Dorinco  Reinsurance  Company ("Dorinco")  and  GE  Reinsurance
  Company ("GE").  The reinsurance is accomplished through a Quota  Share
  Retrocession Agreement.

  Each of GE and Dorinco have  also entered into Guaranty Agreement  with
  S&C, providing for direct performance and payment by GE and Dorinco  in
  the event AHIC fails  to perform any of  its duties and obligations  or
  fails to make timely payment to S&C.

  Finance contracts originated under the above described structure  shall
  be eligible.   Further,  if AHIC  maintains reinsurance  treaties  that
  accept a  quota share  of the  insurance risk  and guarantee  the  full
  performance similar to  those currently existing   with companies  that
  are rated  "A" or  better   by  A.M. Best  and  have a  Financial  Size
  Category Class of V there shall be no concentration limitations.
<PAGE>
                 2.   For Eligible  Insurance Companies  not admitted  to
                      the Texas  insurance  guaranty fund  acceptable  to
                      FPF, no  more than  fifteen  percent (15%)  of  the
                      portfolio may  be  written  by  those  non-admitted
                      insurance companies and  the following per  company
                      allocations shall apply:


                                                     Maximum % of
                            Insurance Company's    Eligible Premium
                              A.M. Best Rating      Receivables per
                                                        Carrier
                              ----------------          -------
                               "A-" or better            7.5%

                               "B++" or "B+"             2.5%


            B.   Insurance Agent Diversification Limits.

                 Except for insurance  agencies which  are affiliates  of
                 Seller, the  outstanding  balance  of  Eligible  Premium
                 Receivables from an agency may  not exceed 15.0% of  the
                 pool and the  next largest agent  concentration may  not
                 exceed 12.5%, unless an exception is approved in writing
                 by FPF.

            C.   Failure of Seller  to request cancellation of the policy
                 from  the  Issuing Insurance  Company  pertaining  to  a
                 Premium Receivable for which payment is more than thirty
                 (30) days past due (or for such longer period  as  maybe
                 required under applicable state law or regulation) shall
                 deem said Premium Receivable as ineligible.

  All exceptions, if any,  are subject to adjustment  by FPF in its  sole
  discretion.


<PAGE>

                             Schedule C



                        Servicing Agreement