FORM OF

SUBADVISORY AGREEMENT

THIS AGREEMENT is made and entered into by and between FFP Advisory Services,
Inc., a Missouri corporation and Mendel/Xxxxxx Capital Management, Inc., an
Arkansas corporation effective as of the 1st day of January, 1999.

W I T N E S S E T H

WHEREAS, FFP New Horizons Fund, Inc. is an open-end, diversified, management
investment company authorized to issue securities in series or portfolios;
and

WHEREAS, FFP New Horizons Fund, Inc. has authorized the issuance of six
portfolios, including the FFP Century Venus Portfolio, each of which has its
own distinct investment objectives and policies; and

WHEREAS, FFP New Horizons Fund, Inc. is registering with the Securities and
Exchange Commission as an investment company under the Investment Company Act
of 1940 and is registering interests in the FFP Century Venus Portfolio with
the Commission under the Securities Act of 1933; and

WHEREAS, FFP Advisory Services, Inc. has entered into an investment advisory
agreement with FFP New Horizons Fund, Inc., naming FFP Advisory Services,
Inc. the investment adviser of each of the Portfolios, including the FFP
Century Venus Portfolio; and

WHEREAS, Mendel/Xxxxxx Capital Management, Inc. is registered as an
investment adviser under the Investment Advisers Act of 1940 and is engaged
in the business of rendering investment management services; and

WHEREAS, FFP New Advisory Services, Inc. desires to appoint Mendel/Xxxxxx
Capital Management, Inc. as the Subadviser for the FFP Century Venus
Portfolio and Mendel/Xxxxxx Capital Management, Inc. desires to serve as the
Subadviser for the FFP Century Venus Portfolio;

NOW THEREFORE, in consideration of the mutual agreements and promises
contained in this Agreement and other valuable consideration, FFP Advisory
Services, Inc. and Mendel/Xxxxxx Capital Management, Inc. agree as follows:

I. APPOINTMENT

FFP Advisory Services, Inc. (FFP Advisory) hereby retains Mendel/Xxxxxx
Capital Management, Inc. (Xxxxxx Xxxxxx) to assist FFP Advisory in its
capacity as investment adviser of the FFP Century Venus Portfolio (Century
Venus). Xxxxxx Xxxxxx agrees to supervise and direct the investment and
reinvestment of the assets of Century Venus in accordance with the investment
goals and policies of Century Venus as set forth in the Prospectus and
Statement of Additional Information for Century Venus, as amended from time
to time. Xxxxxx Xxxxxx agrees to manage the assets of Century Venus subject
to the oversight and review of FFP Advisory and the Board

of Directors of FFP New Horizons Fund, Inc. (Fund) and the terms and conditions
of this Agreement. Xxxxxx Xxxxxx further agrees that, except as required to
carry out its duties under this Agreement or otherwise expressly authorized,
it is acting as an independent contractor and not as an agent of FFP Advisory,
and that it has no authority to act for or represent FFP Advisory in any way.

II. DUTIES OF XXXXXX XXXXXX

In carrying out the terms of this Agreement, Xxxxxx Xxxxxx has the
following duties and responsibilities:

1. Xxxxxx Xxxxxx shall develop and implement an investment plan for
Century Venus to carry out the investment goal of Century Venus
and in connection with such plan, shall determine in its
discretion the securities to be purchased or sold by Century
Venus, subject to the direction of FFP Advisory and the Board of
Directors of the Fund;

2. Xxxxxx Xxxxxx shall provide FFP Advisory with such reports for
Century Venus as FFP Advisory or the Board of Directors of the
Fund may request from time to time, but which shall include at
least the following:

A. all reports required under the Investment Company Act of
1940 (1940 Act) with respect to FFP Century Venus
Portfolio;

B. a written statement by a duly authorized officer of Xxxxxx
Xxxxxx, delivered within seven (7) days after the close of
each calendar quarter, certifying that Century Venus has
been in compliance with the provisions of Subchapter M of
the Internal Revenue Code (Code) and Section 817(h) of the
Code.

III. COMPLIANCE WITH APPLICABLE REQUIREMENTS

A. COMPLIANCE BY XXXXXX XXXXXX

During the term of this Agreement, Xxxxxx Xxxxxx represents and
warrants that in managing the assets of Century Venus it shall at all
times comply with:

1. all applicable provisions of the 1940 Act, the Securities Act of
1933, the Investment Advisers Act of 1940 (Advisers Act), the
Securities Exchange Act of 1934, and any applicable rules and
regulations of the Securities and Exchange Commission issued
under those acts;

2. all policies and procedures applicable to Century Venus adopted
by the Board of Directors of the Fund and/or as described in the
then current Prospectus and Statement of Additional Information
for Century Venus;

3. the Articles of Incorporation of the Fund, as they may be amended
from time to time;

4. the Bylaws of the Fund, as they may be amended from time to time;

5. all applicable provisions of the Internal Revenue Code and any
applicable rules and regulations of the Internal Revenue Service
or the Treasury Department relating to the Code.

B. COMPLIANCE BY FFP ADVISORY

During the term of this Agreement, FFP Advisory represents and warrants
that in acting as investment adviser for Century Venus it shall at all
times comply with:

3. the Articles of Incorporation of the Fund, as they may be amended
from time to time;

4. the Bylaws of the Fund, as they may be amended from time to time;

5. all applicable provisions of the Internal Revenue Code and any
applicable rules and regulations of the Internal Revenue Service
or the Treasury Department relating to the Code.

IV. COMPENSATION

FFP Advisory shall pay to Xxxxxx Xxxxxx, for all services rendered to Century
Venus by Xxxxxx Xxxxxx hereunder, the fees set forth in Exhibit A attached to
this Agreement. During the term of this Agreement, Xxxxxx Xxxxxx will bear
all expenses incurred by it in the performance of its duties hereunder.

V. REPRESENTATIONS AND WARRANTIES

A. REPRESENTATIONS AND WARRANTIES OF XXXXXX XXXXXX

Xxxxxx Xxxxxx hereby represents and warrants to FFP Advisory as
follows:

1. DUE INCORPORATION AND ORGANIZATION. Xxxxxx Xxxxxx has been duly
incorporated and is in good standing under the laws of the State
of Arkansas and has full authority to enter into this Agreement
and carry out its duties and obligations hereunder.

2. REGISTRATION. Xxxxxx Xxxxxx is registered as an investment
adviser with the Securities and Exchange Commission under the
Advisers Act and is registered or licensed as an investment
adviser under the laws of all jurisdictions in which its
activities require it to be so registered or licensed. Xxxxxx
Xxxxxx shall maintain such registration or licenses in effect at
all times during the term of this Agreement and it

will promptly notify FFP Advisory (i) if it ceases to be so
registered, (ii) if its registration is suspended for any reason,
or (iii) if it is notified by any regulatory organization or court
of competent jurisdiction that it should show cause why its
registration should not be suspended or terminated.

3. CODE OF ETHICS. Xxxxxx Xxxxxx has adopted a written Code of
Ethics complying with the requirements of Rule 17j-1 under the
1940 Act and, if it has not already done so, will provide FFP
Advisory and the Board of Directors of the Fund with a copy of
such Code of Ethics, together with evidence of its adoption.
Xxxxxx Xxxxxx is in full compliance with the terms of such Code
of Ethics.

4. INVESTMENT OF ASSETS. Xxxxxx Xxxxxx will at all times invest the
assets of Century Venus so that the Portfolio will comply with
Section 817(h) of the Code and Treasury Regulations Section
1.8175 relating to the diversification requirements for variable
annuity or variable life insurance contracts and any amendments
or other modifications to such Section or Regulations; provided,
Xxxxxx Xxxxxx will be relieved of its obligations with respect to
compliance with the tax code provisions and shall be held
harmless if the noncompliance is a result of written direction
from FFP Advisory or the Board of Directors of the Fund.

5. BEST EFFORTS. Xxxxxx Xxxxxx at all times shall provide its best
judgment and effort to Century Venus in carrying out its
obligations hereunder.

B. REPRESENTATIONS AND WARRANTIES OF FFP ADVISORY

FFP Advisory hereby represents and warrants to Xxxxxx Xxxxxx as
follows:

1. DUE INCORPORATION AND ORGANIZATION. FFP Advisory is duly
organized and is in good standing under the laws of the state of
Missouri and has full authority to enter into this Agreement and
carry out its duties and obligations hereunder.

2. REGISTRATION. FFP Advisory is registered as an investment
adviser with the Securities and Exchange Commission under the
Advisers Act and is registered or licensed as an investment
adviser under the laws of all jurisdictions in which its
activities require it to be so registered or licensed. FFP
Advisory shall maintain such registration or licenses in effect
at all times during the term of this Agreement and it will
promptly notify Xxxxxx Xxxxxx (i) if it ceases to be so
registered, (ii) if its registration is suspended for any reason,
or (iii) if it is notified by any regulatory organization or
court of competent jurisdiction that it should show cause why its
registration should not be suspended or terminated.

3. CODE OF ETHICS. FFP Advisory has adopted a written Code of
Ethics complying with the requirements of Rule 17j-1 under the
1940 Act and has provided copies to Xxxxxx Xxxxxx and the Board
of Directors together with evidence of its adoption. FFP
Advisory is in full compliance with the terms of such Code of
Ethics.

4. INVESTMENT OF ASSETS. To the extent that FFP Advisory makes
decisions about the investment of the assets of Century Venus,
FFP Advisory will make such decisions so

that the Portfolio will comply with Section 817(h) of the Code and
Treasury Regulations Section 1.8175 relating to the diversification
requirements for variable annuity or variable life insurance
contracts and any amendments or other modifications to such Section
or Regulations; provided, FFP Advisory will be relieved of its
obligations with respect to compliance with the tax code provisions
and shall be held harmless if the noncompliance is a result of
written direction from Xxxxxx Xxxxxx or the Board of Directors of
the Fund.

5. BEST EFFORTS. FFP Advisory at all times shall provide its best
judgment and effort to Century Venus in carrying out its
obligations hereunder.

VI. NONEXCLUSIVITY

The services of Xxxxxx Xxxxxx to Century Venus are not to be deemed exclusive
and Xxxxxx Xxxxxx shall be free to act as an investment adviser to other
clients, including other investment companies, and to engage in other
activities, so long as its services under this Agreement are not impaired.
It is further understood that the officers and directors of Xxxxxx Xxxxxx are
not prohibited from engaging in any other business activity or from providing
services to any other person, or from serving as partners, officers,
directors or trustees of any other firm or trust, including other investment
companies, to the full extent allowed by law; provided that Xxxxxx Xxxxxx
shall notify FFP Advisory immediately should Xxxxxx Xxxxxx or any of its
directors or executive officers be named an executive officer or director of
any bank, financial institution, other investment adviser, other investment
company or broker dealer or should any such party become a controlling
shareholder of any such entity.

VII. TERM

This Agreement shall become effective as of the date set forth above
and shall remain in full force and effect until December 31, 2000. It
shall continue thereafter from year to year if it is approved annually
by

1. the vote of a majority of the directors of the Fund, including a
majority of the directors who are not "interested persons" (as
defined in the 0000 Xxx) of any party to this Agreement, which
votes are cast in person at a meeting specifically called for the
purpose of continuing this Agreement; or

2. by the vote of holders of a majority of the outstanding voting
securities of Century Venus as determined by the rules and
regulations of the Securities and Exchange Commission.

VIII. TERMINATION

A. This Agreement may be terminated at any time, without payment of any
penalty, on not more than sixty (60) days' written notice to Xxxxxx
Xxxxxx by

1. FFP Advisory; or

2. vote of a majority of the Board of Directors of the Fund; or

3. vote of the holders of a majority of the outstanding voting
securities of Century Venus as determined by the rules and
regulations of the Securities and Exchange Commission.

B. In addition, this Agreement may be terminated at any time, without
payment of any penalty, by Xxxxxx Xxxxxx on not more than sixty (60)
days' written notice to FFP Advisory.

C. This Agreement shall automatically terminate in the event of its
"assignment" as defined in the 1940 Act.

The sixty days' notice required for termination may be waived, in writing, by
the party to be notified.

IX. LIABILITY AND INDEMNIFICATION

A. INDEMNIFICATION BY XXXXXX XXXXXX

Xxxxxx Xxxxxx shall be liable to Century Venus and shall indemnify
Century Venus for any losses incurred by Century Venus, whether in the
purchase, holding or sale of any security or otherwise, to the extent
such losses resulted from an act or omission on the part of Xxxxxx
Xxxxxx or its officers, directors, or employees, that is found to
involve willful misfeasance, bad faith, or reckless disregard by Xxxxxx
Xxxxxx of its duties under this Agreement, in connection with the
services rendered by Xxxxxx Xxxxxx hereunder.

B. INDEMNIFICATION BY FFP

FFP Advisory shall be liable to Xxxxxx Xxxxxx and shall indemnify
Xxxxxx Xxxxxx for any losses incurred by Xxxxxx Xxxxxx, whether in the
purchase, holding or sale of any security or otherwise, to the extent
such losses resulted from an act or omission on the part of FFP
Advisory or its officers, directors, or employees, that is found to
involve willful misfeasance, bad faith, or reckless disregard by FFP
Advisory of its duties under this Agreement, in connection with the
obligations of FFP Advisory hereunder to Xxxxxx Xxxxxx.

X. AMENDMENTS

This Agreement may be amended at any time by agreement of the parties,
provided that the amendment shall be approved both by (i) the vote of a
majority of the Board of Directors of the Fund, including a majority of the
directors who are not "interested persons" (as defined in the 0000 Xxx) of
any party to this Agreement, cast in person at a meeting specifically called
for that purpose; and (ii) the holders of a majority of the outstanding
voting securities of Century Venus as determined in accordance with the rules
and regulations of the Securities and Exchange Commission.

XI. NOTICES

Any notices under this Agreement shall be in writing addressed and delivered,
mailed postage paid, or sent by other delivery service, or by facsimile
transmission to each party at such address as each party may designate for
the receipt of notice. Until further notice, such addresses shall be

FFP ADVISORY: XXXXXX XXXXXX: THE FUND:

FFP Advisory Services, Inc. Mendel/Xxxxxx Capital Management, Inc. FFP New Horizons Fund, Inc.
00000 Xxxxxx Xxxx 18 Corporate Hill Drive, c/o FFP Advisory Services, Inc.
Xxxxxxxxxxxx, XX 00000 Suite 202 00000 Xxxxxx Xxxx
Attn: Xxxxx Xxxxxxxxx Little Rock, Arkansas 72205 Xxxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000 Attn: Xxxx Xxxxxx Attn: Xxxxx Xxxxxxxxx
Fax: (000) 000-0000 Telephone: (000) 000-0000 Telephone: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000

XII. INTERPRETATION; GOVERNING LAW

This Agreement shall be construed in accordance with and governed by the laws
of the State of Missouri. Any term or provision of this Agreement which is
the same as or derived from a term or provision included in the 1940 Act
shall be interpreted by referring to the 1940 Act and to interpretations of
such Act by the United States Courts or by rules, regulations or orders of
the Securities and Exchange Commission. In addition, any provision of this
Agreement that is included, based on or as a result of a requirement of the
1940 Act shall be deemed amended or deleted to the extent that the
requirement on which the provision is based is amended or rescinded in the
future by rule, regulation or order of the Securities and Exchange
Commission.

XIII. SERVICE XXXX

The service xxxx of the Fund and Century Venus and the name "FFP" have been
adopted by the Fund with the permission of First Financial Planners, Inc. and
their continued use is subject to the right of First Financial Planners, Inc.
to withdraw this permission in the event FFP Advisory or another subsidiary
or affiliated corporation of First Financial Planners, Inc. should not be the
investment adviser of any Portfolio of the Fund.

XIV. ENTIRE AGREEMENT

This Agreement represents the entire agreement and understanding of the
parties hereto and shall supersede any prior agreements, written or oral.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
as of the date written in the first paragraph above.

FFP ADVISORY SERVICES, INC.

By: -------------------------------------
Xxx X. Xxxxx, President

ATTEST: -------------------------------------
Xxxxxx X. Xxxxxxxxx, Xx., Secretary (SEAL)

MENDEL/XXXXXX CAPITAL MANAGEMENT, INC.:

By: -------------------------------------
Xxxx Xxxxxx, President

ATTEST: -------------------------------------
Secretary (SEAL)

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