0000950129-04-003326 Sample Contracts

CONSULTANT AGREEMENT
Consultant Agreement • May 14th, 2004 • Firstcity Financial Corp • Short-term business credit institutions • Texas

This Consultant Agreement (this “Agreement”) is made effective as of April 1, 2004, by and between FirstCity Servicing Corporation, a Texas corporation (the “Company”), and G. Stephen Fillip, an individual (the “Consultant”). The parties, intending to be legally bound, agree as follows:

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AMENDMENT NO. 5 (PFAL)
Amendment • May 14th, 2004 • Firstcity Financial Corp • Short-term business credit institutions • London

Amendment (this “Amendment”) dated as of March 31, 2004 among FirstCity Financial Corporation (the “Borrower”), the financial institutions which are party to the Loan Agreement hereinafter referred to (each a “Lender” and collectively, the “Lenders”) and Bank of Scotland acting through its New York branch (“BOS”), as Agent for the Lenders under such Loan Agreement (in such capacity, the “Agent”), to the Term Loan and Revolving Credit Agreement dated as of December 12, 2002, as amended by Amendment No. 1 thereto described in a certain Agreement dated as of March 24, 2003 among the Borrower and BOS in its capacity as the Agent and a Lender under the Loan Agreement, by Amendment No. 2 and Consent No. 2 dated as of April 29, 2003, by Amendment No. 3 and Consent No. 4 thereto dated as of May 2, 2003 and by Amendment No. 4 dated June 30, 2003 (said Term Loan and Revolving Credit Agreement as so amended, the “Loan Agreement”).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • May 14th, 2004 • Firstcity Financial Corp • Short-term business credit institutions

This Separation Agreement and Release (“Agreement”) is made and entered into on April 23, 2004 to be effective as of March 31, 2004, by and between G. Stephen Fillip (hereinafter referred to as “Employee”), FirstCity Servicing Corporation. (hereinafter referred to as “FCSC”), and FirstCity Financial Corporation (hereinafter referred to as “FirstCity”).

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