**EXHIBIT 10.20**
**CONSULTANT AGREEMENT**
          This Consultant Agreement (this “Agreement”) is made effective as of April1, 2004, by and between **FirstCity Servicing Corporation**, a Texas corporation(the “Company”), and G. Stephen Fillip, an individual (the “Consultant”). Theparties, intending to be legally bound, agree as follows:
**BACKGROUND**
          G. Stephen Fillip was, prior to the Effective Date, employed as an officerand director of the Company and certain of its affiliates and subsidiaries.Prior to or as of the Effective Date, G. Stephen Fillip will resign hispositions as an officer and director of the Company and all of its affiliatesand subsidiaries.
**AGREEMENT**
**1. DEFINITIONS**
          For the purposes of this Agreement, the following terms have the meaningsspecified or referred to in this Section 1.
          **“Agreement”**means this Consultant Agreement, as amended from time to time.
          **“Board of Directors”**means the board of directors of the Company.
          **“Company”**means FirstCity Servicing Corporation.
          **“Confidential Information”**means any and all of the following, but only tothe extent such information or documents were created, learned and/or obtainedduring the Consulting Period (defined below): **(a)**trade secrets concerning thebusiness and affairs of the Company; **(b)**information concerning the businessand affairs of the Company (which includes historical financial statements,financial projections and budgets, historical and projected sales, capitalspending budgets and plans, the names and backgrounds of key personnel,personnel training and techniques and materials) however documented; and **(c)**notes, analysis, compilations, studies, summaries, and other material preparedby or for the Company containing or based, in whole or in part, on anyinformation included in the foregoing.
          **“Consulting Fee”**has the meaning as defined in Section 3.1(a).
          **“Consulting Period”**has the meaning as defined in Section 2.3.
          **“Effective Date”**means April 1, 2004.
          **“Consultant Invention”**means any invention, technique, modification,process, or improvement (whether patentable or not) and any work of authorship(whether or not copyright protection may be obtained for it) created,conceived, or developed by the Consultant, either solely
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or in conjunction with others, during the Consulting Period, or a periodthat includes a portion of the Consulting Period, that relates in any way to,the financial services business as now conducted or then being conducted by theCompany.
          **“Fiscal Year”**means the Company’s fiscal year, as it exists on theEffective Date or as changed from time to time.
          **“For Cause”**has the meaning as defined in Section 6.2.
          “Note” means a Promissory Note dated as of December 12, 2002 in theprincipal amount of $971,250.00 executed by FirstCity Commercial Corporationpayable to the order of Consultant, as amended.
          **“Person”**means any individual, corporation (including any non-profitcorporation), general or limited partnership, limited liability company, jointventure, estate, trust, association, organization, or governmental body.
          **“Proprietary Items”**has the meaning as defined in Section 7.2(a)(iv).
          **“Requested Assignments”**has the meaning as defined in Section 2.3.
          **“Workday”**means a day during which Consultant provides requested servicesto Company and shall not consist of less than eight (8) or more than ten (10)consecutive hours including a one (1) hour lunch break. If Consultant isrequired to work less than eight (8) or more than the ten (10) consecutivehours during any one day, then the worked or the excess hours shall constitutea fraction of a Workday based on a ten (10) hour day. For example, in theevent Consultant is required to work 12 consecutive hours (including the 1 hourlunch break), then Consultant shall be deemed to have worked 1 and 1/10Workdays. In the event Consultant is required to work only six (6) hours(including the 1 hour lunch break) on a day, then Consultant shall be deemed tohave worked 5/10 of a Workday. In the event that the requested servicesperformed by Consultant involve travel of more than four (4) consecutive hours,then (i) in the event Consultant begins the travel prior to or ends the travelafter 12:00 noon on any day, then Consultant shall receive credit for a fullWorkday for that day; and (ii) in the event Consultant begins the travel afteror ends the travel prior to 12:00 noon on any day, then Consultant will onlyreceive credit for 1/2 of a Workday. Travel of four (4) or less consecutivehours shall be treated as a fraction of a Workday based on the actual travelhours. To the extent that the requested services require Consultant to remainout of town over a weekend, then any Saturday and/or Sunday of any such weekendon which Consultant does not provide requested services to Company shall beconsidered a half (1/2) Workday and on any Saturday and/or Sunday of any suchweekend on which Consultant does provide requested services to Company,Consultant shall receive credit towards a Workday in proportion to the numberof hours worked and credit for a 1/2 of a Workday. For example, if on anySaturday of any such weekend, Consultant works 6 hours, Consultant shallreceive credit for 6/10 of a Workday and credit for 1/2 Workday totaling 1.10Workdays.
          **“Workdays Threshold”**means 100 Workdays less the number of days of anyRequested Assignment which Consultant declines.
**2. TERMS AND DUTIES**
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          **2.1 ENGAGEMENT.**The Company hereby engages the services of theConsultant, and the Consultant hereby accepts engagement by the Company, uponthe terms and conditions set forth in this Agreement.
          **2.2 TERM.**Subject to the provisions of Section 6, the term of theConsultant’s engagement under this Agreement will be one (1) year, beginning onthe Effective Date and ending on March 31, 2005.
          **2.3 DUTIES.**During the period beginning on April 1, 2004 and ending onMarch 31, 2005 (the “Consulting Period”), the Consultant shall assume the roleof a consultant to the Company and will be available for consultation to theCompany for at least the Workdays Threshold during the Consulting Period.Anything to the contrary notwithstanding, the Consultant shall devote only somuch time, in excess of the Workdays Threshold, to the affairs of the Companyas the Consultant, in his sole discretion, deems necessary. The specificservices to be performed by Consultant shall be such duties as are assigned ordelegated to the Consultant by the Board of Directors, Chairman or thePresident of the Company or their designee, which are generally those common tothe position of a senior officer of the Company (the “Requested Assignments”).It is the intent of the Company and the Consultant that the Consultant willhave additional free time available to him to pursue activities that are not incompetition with the business of the Company or any of the subsidiaries oraffiliates of the Company. During the Consulting Period, the Consultant willbe entitled to receive the Consulting Fee. The Consultant will be reimbursedfor reasonable travel and related expenses incurred in connection with suchconsultation services in accordance with Company’s then existing reimbursementpolicy. The Consultant will, subject to the limitations of this Section 2.3,use his best efforts to promote the success of the Company’s business, and willcooperate fully with the Board of Directors in the advancement of the bestinterests of the Company. Nothing in this Section 2.3, *however,*will preventthe Consultant from engaging in additional activities that are not inconsistentwith the Consultant’s duties under this Agreement. In no event shallConsultant’s duties under this Agreement require Consultant to remain our ofWaco, Texas for more than three (3) weeks including two (2) weekends withoutreturning to Waco, Texas for a period of at least three (3) consecutivecalendar days unless Consultant and Company mutually agree. Consultant shallbe available to perform duties upon three (3) business days notice fromCompany.
**3. COMPENSATION**
          **3.1**Subject to the terms of this Agreement, the Consultant will receivecompensation as set forth in subparts (a) and (b) of this Section 3.1.
**(a)** **Consulting Fee.**The Consultant will be paid a consulting feeof $1,000.00 per Workday (or a pro-rata portion thereof for partialWorkdays), commencing on the Effective Date, and continuing duringthe Consulting Period (the “Consulting Fee”). Consultant shallsubmit documentation as reasonably required by Company tosubstantiate Workdays (“Documentation”). The Consulting Fee will bepayable in equal minimum bi-monthly installments equal to $4,166.67on the 15th of the month and on the last day of each calendar monthaccording to the Company’s customary payroll practices. In theevent Consultant is required to work in excess of 100 Workdaysduring the Consulting Period then such excess shall be payable toConsultant at the rate of $1,000.00 per excess Workday on the15thof each month following the month in which Consultant reaches theWorkday Threshold. Except as provided in Section 6, the ConsultingFee shall be paid to Consultant for at least
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  the number of Workdays constituting the Workdays Threshold, even if theConsultant is not required to work the entire Workdays Threshold byCompany.
**(b)** **No Other Compensation.**Except as set forth in a SeparationAgreement and Release (the “Separation Agreement”) of even dateherewith executed by Consultant, Company and FirstCity FinancialCorporation, the Consultant shall not be entitled to any additionalcompensation, fees, benefits or bonuses of any kind from the Companyor its subsidiaries or affiliates.
          3.2 STATUS OF CONSULTANT AND COMPANY. The parties intend that Consultantshall be considered a part-time employee of the Company during the ConsultingPeriod. However, Consultant shall not be entitled to participate in any benefitor benefit plan of Company or its affiliates and upon the termination of thisAgreement shall not be entitled to or due any type of severance.
**4. FACILITIES AND EXPENSES**
          **4.1 GENERAL.**The Company will furnish the Consultant office space,equipment, supplies, and such other facilities as the Company deems necessaryor appropriate for the performance of the Consultant’s duties under thisAgreement. The Company will pay on behalf of the Consultant (or reimburse theConsultant for) reasonable expenses incurred by the Consultant, to which theCompany gave its prior written approval, at the request of, or on behalf of,the Company in the performance of the Consultant’s duties pursuant to thisAgreement, and in accordance with the Company’s employment policies, includingreasonable expenses incurred by the Consultant in attending business meetings.The Consultant must file expense reports with respect to such expenses inaccordance with the Company’s policies.
**5. INTENTIONALLY OMITTED**
**6. TERMINATION**
          **6.1 EVENTS OF TERMINATION.**During the Consulting Period, the Consultant’sConsulting Fee, and any and all other rights of the Consultant under thisAgreement will terminate (except as otherwise provided in this Section 6):
**(a)** upon the death of the Consultant; or
**(b)** For Cause (as defined in Section 6.2), immediately uponnotice from the Company to the Consultant, or at such later time assuch notice may specify.
          **6.2 DEFINITION OF “FOR CAUSE”.**For purposes of Section 6.1, the phrase“For Cause” shall have the meaning as determined under common law, and shallinclude, without limitation: **(a)**the Consultant’s material breach of thisAgreement; **(b)**the Consultant’s failure to adhere to any written policy of theCompany if the Consultant has been given a reasonable opportunity to complywith such policy or cure his failure to comply (which reasonable opportunitymust be granted during the ten-day period preceding termination of thisAgreement); **(c)**the Consultant’s appropriation (or attempted appropriation) ofa material business opportunity of the Company, including attempting to secureor securing any personal profit in connection with any transaction entered intoon behalf of the Company; **(d)**the Consultant’s misappropriation (or attemptedmisappropriation) of any of the Company’s funds or property or commission ofany act of
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fraud or embezzlement by the Consultant; **(e)**willful misconduct by theConsultant in the performance of his duties hereunder; **(f)**any breach by theConsultant of any fiduciary duty to the Company; (g) Consultant’s breach underthe Separation Agreement; or **(h)**the Consultant’s conviction of, the indictmentfor (or its procedural equivalent), or the entering of a guilty plea or plea ofno contest with respect to, a felony, the equivalent thereof, or any othercrime with respect to which imprisonment is a possible punishment. Terminationof Consultant “For Cause” shall deem the Note paid in full according to Section2 of such Note, as amended.
          **6.3 INTENTIONALLY OMITTED**
          **6.4 TERMINATION PAY.**Effective upon the termination of this Agreement,the Company will be obligated to pay the Consultant (or, in the event of hisdeath, his designated beneficiary as defined below) only such compensation asis provided in this Section 6.4, and in lieu of all other amounts and insettlement and complete release of all claims the Consultant may have againstthe Company. For purposes of this Section 6.4, the Consultant’s designatedbeneficiary will be such individual beneficiary or trust, located at suchaddress, as the Consultant may designate by notice to the Company from time totime or, if the Consultant fails to give notice to the Company of such abeneficiary, the Consultant’s estate. Notwithstanding the preceding sentence,the Company will have no duty, in any circumstances, to attempt to open anestate on behalf of the Consultant, to determine whether any beneficiarydesignated by the Consultant is alive or to ascertain the address of any suchbeneficiary, to determine the existence of any trust, to determine whether anyperson or entity purporting to act as the Consultant’s personal representative(or the trustee of a trust established by the Consultant) is duly authorized toact in that capacity, or to locate or attempt to locate any beneficiary,personal representative, or trustee. Upon the termination of this Agreement,the Consultant will be entitled to receive the Consulting Fee based on Workdaysworked only through the date such termination is effective. In the event thisAgreement terminates prior to the end of the Consulting Period, and theConsultant Fees paid to Consultant are greater than $1,000.00 times the numberof Workdays worked then Company may offset the difference in equal amountsagainst the remaining payments owed to Consultant under a Separation Agreementand Release of even date herewith between Consultant, FCSC and FirstCityFinancial Corporation.
**7. NON-DISCLOSURE COVENANT; CONSULTANT INVENTIONS**
          **7.1 ACKNOWLEDGMENTS BY THE CONSULTANT.**The Consultant acknowledges that**(a)**during the Consulting Period and as a part of his engagement, theConsultant will be afforded access to Confidential Information; **(b)**publicdisclosure of such Confidential Information could have an adverse effect on theCompany and its business; **(c)**because the Consultant possesses substantialtechnical expertise and skill with respect to the Company’s business, theCompany desires to obtain exclusive ownership of each Consultant Invention, andthe Company will be at a substantial competitive disadvantage if it fails toacquire exclusive ownership of each Consultant Invention; **(d)**the Company hasrequired that the Consultant make the covenants in this Section 7 as acondition to entering into this Agreement; and **(e)**the provisions of thisSection 7 are reasonable and necessary to prevent the improper use ordisclosure of Confidential Information and to provide the Company withexclusive ownership of all Consultant Inventions.
          **7.2 AGREEMENTS OF THE CONSULTANT.**In consideration of the compensationto be paid or provided to the Consultant by the Company under this Agreement,the Consultant covenants as follows:
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**(a)** **Confidentiality.**
**(i)** During the Consulting Period the Consultant willhold in confidence the Confidential Information and will notdisclose it to any person except with the specific priorwritten consent of the Company or except as otherwiseexpressly permitted by the terms of this Agreement. **(ii)** Any trade secrets of the Company will be entitledto all of the protections and benefits under applicable law.If any information that the Company deems to be a trade secretis found by a court of competent jurisdiction not to be atrade secret for purposes of this Agreement, such informationwill, nevertheless, be considered Confidential Information forpurposes of this Agreement. The Consultant hereby waives anyrequirement that the Company submit proof of the economicvalue of any trade secret or post a bond or other security. **(iii)** None of the foregoing obligations andrestrictions applies to any part of the ConfidentialInformation that the Consultant demonstrates was or becamegenerally available to the public other than as a result of adisclosure by the Consultant. **(iv)** The Consultant will not remove from the Company’spremises (except to the extent such removal is for purposes ofthe performance of the Consultant’s duties at home or whiletraveling, or except as otherwise specifically authorized bythe Company) any document, record, notebook, plan, model,component, device, or computer software or code owned by theCompany, whether embodied in a disk or in any other form(collectively, the “Proprietary Items”). The Consultantrecognizes that, as between the Company and the Consultant,all of the Proprietary Items, whether or not developed by theConsultant, are the exclusive property of the Company. Upontermination of this Agreement by either party, or upon therequest of the Company during the Consulting Period, theConsultant will return to the Company all of the ProprietaryItems in the Consultant’s possession or subject to theConsultant’s control, and the Consultant shall not retain anycopies, abstracts, sketches, or other physical embodiment ofany of the Proprietary Items.
**(b)** **Consultant Inventions.**Each Consultant Invention will belongexclusively to the Company. If it is determined that any such worksare not works made for hire, the Consultant hereby assigns to theCompany all of the Consultant’s right, title and interest, includingall rights of copyright, patent, and other intellectual propertyrights, to or in such Consultant Inventions. The Consultantcovenants that he will promptly:
**(i)** disclose to the Company any Consultant Invention; **(ii)** assign to the Company or to a party designated bythe Company, at the Company’s request and without additionalcompensation, all of the
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  Consultant’s rights to the Consultant Invention for theUnited States and all foreign jurisdictions; **(iii)** execute and deliver to the Company suchapplications, assignments, and other documents as the Companymay request in order to apply for and obtain patents or otherregistrations with respect to any Consultant Invention in theUnited States and any foreign jurisdictions; **(iv)** sign all other papers necessary to carry out theabove obligations; and **(v)** give testimony and render any other assistancebut without expense to the Consultant in support of theCompany’s rights to any Consultant Invention.
          **7.3 DISPUTES OR CONTROVERSIES.**The Consultant recognizes that should adispute or controversy arising from or relating to this Agreement be submittedfor adjudication to any court, arbitration panel, or other third party, thepreservation of the secrecy of Confidential Information may be jeopardized. Inthe event any arbitration or court proceeding is instigated relating to thisAgreement, the parties to this Agreement agree to make good faith efforts topreserve the secrecy of any Confidential Information.
**8. INTENTIONALLY OMITTED**
**9. GENERAL PROVISIONS**
          **9.1 INJUNCTIVE RELIEF AND ADDITIONAL REMEDY.**The Consultant acknowledgesthat the injury that would be suffered by the Company as a result of a breachof the provisions of this Agreement (including any provision of Section 7)would be irreparable and that an award of monetary damages to the Company forsuch a breach would be an inadequate remedy. Consequently, the Company willhave the right, in addition to any other rights it may have, to obtaininjunctive relief to restrain any breach or threatened breach or otherwise tospecifically enforce any provision of this Agreement, and the Company will notbe obligated to post bond or other security in seeking such relief. Withoutlimiting the Company’s rights under this Section 9 or any other remedies of theCompany, if the Consultant breaches any of the provisions of Section 7, theCompany will have the right to cease making any payments otherwise due to theConsultant under this Agreement.
          **9.2 COVENANTS OF SECTION 7 ARE ESSENTIAL AND INDEPENDENT COVENANTS.**Thecovenants by the Consultant in Section 7 are essential elements of thisAgreement, and without the Consultant’s agreement to comply with suchcovenants, the Company would not have entered into this Agreement or engaged orcontinued the engagement of the Consultant. The Company and the Consultanthave independently consulted their respective counsel and have been advised inall respects concerning the reasonableness and propriety of such covenants,with specific regard to the nature of the business conducted by the Company.
          The Consultant’s covenants in Section 7 are independent covenants and theexistence of any claim by the Consultant against the Company under thisAgreement or otherwise, or against the Buyer, will not excuse the Consultant’sbreach of any covenant in Section 7 unless the Agreement is terminated pursuantto paragraph 6.1(b) hereof.
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          If the Consultant’s engagement hereunder expires or is terminated, thisAgreement will continue in full force and effect as is necessary or appropriateto enforce the covenants and agreements of the Consultant in Section 7 unlessthe Agreement is terminated pursuant to paragraph 6.1(b) hereof.
          **9.3 REPRESENTATIONS AND WARRANTIES BY THE CONSULTANT.**The Consultantrepresents and warrants to the Company that the execution and delivery by theConsultant of this Agreement do not, and the performance by the Consultant ofthe Consultant’s obligations hereunder will not, with or without the giving ofnotice or the passage of time, or both: **(a)**violate any judgment, writ,injunction, or order of any court, arbitrator, or governmental agencyapplicable to the Consultant; or **(b)**conflict with, result in the breach of anyprovisions of or the termination of, or constitute a default under, anyagreement to which the Consultant is a party or by which the Consultant is ormay be bound.
          **9.4 WAIVER.**The rights and remedies of the parties to this Agreement arecumulative and not alternative. Neither the failure nor any delay by eitherparty in exercising any right, power or privilege under this Agreement willoperate as a waiver of such right, power or privilege, and no single or partialexercise of any such right, power, or privilege will preclude any other orfurther exercise of such right, power, or privilege or the exercise of anyother right, power or privilege. To the maximum extent permitted by applicablelaw, **(a)**no claim or right arising out of this Agreement can be discharged byone party, in whole or in part, by a waiver or renunciation of the claim orright unless in writing signed by the other party; **(b)**no waiver that may begiven by a party will be applicable except in the specific instance for whichit is given; and **(c)**no notice to or demand on one party will be deemed to be awaiver of any obligation of such party or of the right of the party giving suchnotice or demand to take further action without notice or demand as provided inthis Agreement.
          **9.5 BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED.**This Agreement shallinure to the benefit of, and shall be binding upon, the parties hereto andtheir respective successors, assigns, heirs, and legal representatives,including any entity with which the Company may merge or consolidate or towhich all or substantially all of its assets may be transferred. The duties andcovenants of the Consultant under this Agreement, being personal, may not beassigned.
          **9.6 NOTICES.**All notices, consents, waivers, and other communicationsunder this Agreement must be in writing and will be deemed to have been dulygiven when **(a)**delivered by hand (with written confirmation of receipt), **(b)**sent by facsimile (with written confirmation of receipt), provided that a copyis mailed by registered mail, return receipt requested, or **(c)**when received bythe addressee, if sent by a nationally recognized overnight delivery service(receipt requested), in each case to the appropriate addresses and facsimilenumbers set forth below (or to such other addresses and facsimile numbers as aparty may designate by notice to the other parties):          If to Company: FirstCity Servicing Corporation   P.O. Box 8216, Waco, Texas 76714-8216 (mail)   6400 Imperial Drive, Waco, Texas 76712 (deliveries only)   Attention: Richard J. Vander Woude   Facsimile No. 254-761-2953      If to the Consultant: G. Stephen Fillip
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            1041 Bosque Ridge   Crawford, Texas 76638
          **9.7 ENTIRE AGREEMENT; AMENDMENTS.**This Agreement contains the entireagreement between the parties with respect to the subject matter hereof andsupersedes all prior agreements and understandings, oral or written, betweenthe parties hereto with respect to the subject matter hereof. This Agreementmay not be amended orally, but only by an agreement in writing signed by theparties hereto.
          **9.8 GOVERNING LAW.**This Agreement will be governed by the laws of theState of Texas without regard to conflicts of laws principles.
          **9.9 SECTION HEADINGS, CONSTRUCTION.**The headings of Sections in thisAgreement are provided for convenience only and will not affect itsconstruction or interpretation. All references to “Section” or “Sections”refer to the corresponding Section or Sections of this Agreement unlessotherwise specified. All words used in this Agreement will be construed to beof such gender or number as the circumstances require. Unless otherwiseexpressly provided, the word “including” does not limit the preceding words orterms.
          **9.10 SEVERABILITY.**If any provision of this Agreement is held invalid orunenforceable by any court of competent jurisdiction, the other provisions ofthis Agreement will remain in full force and effect. Any provision of thisAgreement held invalid or unenforceable only in part or degree will remain infull force and effect to the extent not held invalid or unenforceable.
          **9.11 COUNTERPARTS.**This Agreement may be executed in one or morecounterparts, each of which will be deemed to be an original copy of thisAgreement and all of which, when taken together, will be deemed to constituteone and the same agreement.
          **9.12 NO THIRD-PARTY BENEFICIARIES.**This Agreement shall not confer anyrights or remedies upon any Person other than the Parties and their respectivesuccessors, permitted assigns, heirs and legal representatives.
          **9.13 NO CONSTRUCTION AGAINST PREPARER.**No provision of this Agreementshall be construed against or interpreted to the disadvantage of any party byany court or other governmental or judicial authority by reason of such party’shaving or being deemed to have prepared or imposed such provision.
          **9.14 COUNSEL.**Each party hereto warrants and represents that each partyhas been afforded the opportunity to be represented by counsel of its choice inconnection with the execution of this Agreement, and has had ample opportunityto read, review, and understand the provisions of this Agreement.
          **9.15 ATTORNEYS’ FEES.**In the event of any litigation between the Companyand the Consultant arising under or in connection with this Agreement, theprevailing party shall be entitled to recover from the other party the expensesof litigation (including reasonable attorneys’ fees, expenses anddisbursements) incurred by the prevailing party.
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          **9.16 NON-WAIVER.**Failure by any party to complain of any action,non-action or breach of any other party shall not constitute a waiver of anyaggrieved party’s rights hereunder. Waiver by any party of any right arisingfrom any breach of any other party shall not constitute a waiver of any otherright arising from a subsequent breach of the same obligation or for any otherdefault, past, present or future.
          **9.17 TIME OF ESSENCE; DATES.**Time is of the essence of this Agreement.Anywhere a day certain is stated for payment or for performance of anyobligation, the day certain so stated enters into and becomes a part of theconsideration for this Agreement. If any date set forth in this Agreementshall fall on, or any time period set forth in this Agreement shall expire on,a day which is a Saturday, Sunday, federal or state holiday, or othernon-business day, such date shall automatically be extended to, and theexpiration of such time period shall automatically be extended to, the next daywhich is not a Saturday, Sunday, federal or state holiday or other non-businessday. The final day of any time period under this Agreement or any deadlineunder this Agreement shall be the specified day or date, and shall include theperiod of time through and including such specified day or date.
          **9.18 FACSIMILE AS WRITING.**The parties expressly acknowledge and agreethat, notwithstanding any statutory or decisional law to the contrary, theprinted product of a facsimile transmittal shall be deemed to be “written” anda “writing” for all purposes of this Agreement.
          **9.19 ARBITRATION.**The parties agree that any controversy or claim arisingout of or relating to this Agreement, the Consultant’s engagement ortermination, including all statutory and common law claims (except for workers’compensation and unemployment claims) will be settled exclusively by final andbinding arbitration. Arbitration will be governed by the Federal ArbitrationAct and administered by the Judicial Arbitration and Mediation Services Rulesfor the Resolution of Employment Disputes (JAMS). The arbitrator is empoweredto award all appropriate remedies under Texas or federal law. The arbitratorshall have exclusive authority to resolve any dispute relating to the validity,interpretation, application and enforcement of this Agreement. Judgment on thearbitrator’s award may be enforced in any court with proper jurisdiction. Eachparty will equally bear all costs and legal fees of arbitration, unlessotherwise required by law. The parties further agree that the arbitration willoccur in Dallas County, Texas.
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          **9.20 TERMINATION OF PRIOR AGREEMENTS. EXCEPT FOR THE SEPARATION ANDRELEASE OF EVEN DATE HEREWITH, THE COMPANY AND THE CONSULTANT ACKNOWLEDGE ANDAGREE THAT THIS AGREEMENT IS THE ONLY AGREEMENT RELATING TO THE TERMS OFENGAGEMENT, COMPENSATION, BONUSES, RIGHTS TO ANY PROFITS (OR INTEREST THEREIN)OR ANY OTHER CLAIM TO PAYMENTS OF ANY KIND OF THE CONSULTANT RELATING TO THECOMPANY, FIRSTCITY FINANCIAL MORTGAGE CORPORATION, NEW AMERICA FINANCIAL, INC.,HARBOR FINANCIAL MORTGAGE CORPORATION, OR ANY OF THEIR AFFILIATES ORSUBSIDIARIES COVERING THE CONSULTING PERIOD OR ANY PERIOD OF TIME PRIOR TO THEEFFECTIVE DATE. ANY AND ALL OTHER AGREEMENTS BETWEEN THE PARTIES TO THISAGREEMENT RELATING TO THE TERMS OF ENGAGEMENT, COMPENSATION, BONUSES, RIGHTS TOANY PROFITS (OR INTEREST THEREIN) OR ANY OTHER CLAIM TO PAYMENTS OF ANY KIND(WHETHER DEFERRED OR OTHERWISE), OR OTHER ENGAGEMENT MATTERS BETWEEN THECONSULTANT AND THE COMPANY, OR ANY OF ITS AFFILIATES OR SUBSIDIARIES ARE HEREBYTERMINATED.**
**IN WITNESS WHEREOF,**the parties have executed and delivered this Agreement asof the date above first written above.       **COMPANY:**       **FirstCity Servicing Corporation**      By:      Name: James T. Sartain    Title: Chairman          **CONSULTANT:**         G. Stephen Fillip
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