EXHIBIT 10(cs) November 2, 2003 Ms. Pat Hemley Chief Financial Officer FPF, Inc. 600 Seventeenth Street, Suite 1900S Denver Colorado 80202 RE: Sale and Assignment Agreement dated November 18, 1999 by and among Hallmark Finance Corporation (the...

                                                               EXHIBIT 10(cs)


 November 2, 2003


 Xx. Xxx Xxxxxx
 Chief Financial Officer
 FPF, Inc.
 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000X
 Xxxxxx Xxxxxxxx 00000


 RE:  Sale and Assignment Agreement dated November 18, 1999 by and among
 Hallmark Finance Corporation (the "Seller" and, herein, "Hallmark") and
 FPF, Inc. ("FPF" and, herein, "Flatiron"), as amended or modified (the
 "Agreement")

 Dear Xx. Xxxxxx:

 This letter will serve as formal notification of termination with respect
 to the above referenced agreement.  Cancellation shall be effective 60 days
 from the date of this letter on December 31, 2003.

 Please contact me directly if you have any questions.

 Yours truly,



 Brookland X. Xxxxx
 President