FINANCIAL INDUSTRIES CORP
BELL - AGREEMENT AND RELEASE 12/31/03
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exhibit-10_3.txt
<DESCRIPTION>BELL - AGREEMENT AND RELEASE 12/31/03
<TEXT>

                                  EXHIBIT 10.3
                              AGREEMENT AND RELEASE


     This Agreement and Release (this  "Release") is made and entered into as of
the 31st day of  December,  2003,  by and between  Scott A. Bell  ("Bell"),  FIC
Financial  Services,   Inc.,  a  Nevada  corporation  ("FICFS"),  and  Financial
Industries Corporation, a Texas corporation ("FIC").

                              W I T N E S S E T H:
     WHEREAS, on May 30, 2003, FICFS acquired all of the shares of capital stock
of Paragon Benefits, Inc., a Texas corporation ("Paragon Benefits"), The Paragon
Group, Inc., a Texas corporation ("Paragon Group"), and Paragon National,  Inc.,
a Texas corporation  ("Paragon National" and, together with Paragon Benefits and
Paragon Group,  "Paragon")  pursuant to that certain Stock  Purchase  Agreement,
dated as of May 30, 3003 (the "Paragon Stock Purchase Agreement"),  by and among
Bell, Wayne Desselle, Chris Murphy, FIC and FICFS;

     WHEREAS,  pursuant to the Paragon Stock Purchase Agreement,  105,593 shares
of common stock, par value $.20 per share, of FIC (the "FIC Shares") were issued
to Bell,  Wayne  Desselle  and  Chris  Murphy  and  deposited  in  escrow  to be
distributed  to Bell,  Wayne  Desselle and Chris Murphy upon the  achievement of
certain  financial  performance goals as set forth in the Paragon Stock Purchase
Agreement;

     WHEREAS, on May 30, 2003, Bell became an employee of FICFS pursuant to that
certain  Employment  Agreement,  dated  as of  May  30,  2003  (the  "Employment
Agreement"), by and between Bell and FICFS;

     WHEREAS, on May 30, 2003, FICFS acquired (i) from John Pesce, Mike Cochran,
Arthur Howard,  Geoffrey  Calaway,  W.M.  Hartman,  Edward F. Harman,  III, M.B.
Donaldson,  Alycia Andrews,  Charles  Francis,  Tom Cook, David Allen and Marcus
Smith all of the shares of capital stock of Total Compensation Group Consulting,
Inc., a Texas corporation ("TCG"), and (ii) from Earl Johnson and TCG all of the
shares of capital  stock of JNT Group,  Inc.,  a Texas  corporation  ("JNT" and,
together with Paragon and TCG, the "New Era Companies"), with Bell participating
in the negotiations and sale of the New Era Companies to FICFS;

     WHEREAS,  Bell has  resigned  his  employment  with FICFS,  effective as of
December 31, 2003;

     WHEREAS,  Bell has asserted  certain claims against FICFS and FIC under the
Paragon Stock Purchase Agreement and the Employment Agreement,  asserting rights
to recover certain amounts allegedly owed to Bell under the Employment Agreement
in connection with his resignation,  including accelerated salary and bonus, and
demanding  the  release of the FIC Shares  from  escrow  pursuant to the Paragon
Stock Purchase Agreement and the Employment Agreement;

                                     - 1 -


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     WHEREAS,  FICFS and FIC have at all times denied, and continue to deny, any
liability  to Bell and have  denied,  and  continue to deny,  any and all claims
asserted  by Bell  arising  out of the  Paragon  Stock  Purchase  Agreement  and
Employment Agreement;

     WHEREAS,  Bell,  FICFS and FIC have agreed to resolve fully and finally any
and all differences between them;

     WHEREAS,  the parties  recognize  that  arbitration,  litigation  and other
disputes between them are expensive,  uncertain,  and  time-consuming,  and that
settlement on agreeable terms is preferable to ongoing disputes and litigation;

     WHEREAS, the parties desire to provide the below-described  mutual releases
of claims,  and Bell,  FICFS and FIC desire to enter into this Release and agree
to the terms and provisions hereof; and

  WHEREAS, the settlement provided for herein is not and shall not in any way
be construed  or deemed to be evidence or an  admission  or a concession  of any
fault,  liability,  fact or amount of damages, or any other matter whatsoever on
the part of the parties,  and the parties are entering into this Release  solely
to avoid the substantial expense,  inconvenience and burden of litigation and to
completely and finally put to rest all claims;

     NOW,  THEREFORE,  in consideration of the mutual promises contained in this
Release, the parties agree as follows:

     1. Any and all Bell Claims (as hereinafter defined) shall be and hereby are
fully and finally settled,  satisfied,  released and discharged in consideration
of (i) the sum of TEN  THOUSAND  DOLLARS  ($10,000.00),  which  shall be paid by
FICFS or FIC by check  delivered  to Bell  upon  the  execution  by Bell of this
Release, and (ii) the release by FIC and FICFS of all FIC Claims (as hereinafter
defined) pursuant to this Release. Bell agrees that FIC's and FICFS's release of
any and all FIC Claims pursuant to this Release and the above-described  payment
are contrary to FIC's and FICFS's normal  policies and  interests,  and are good
and  valuable  consideration  for  Bell's  release of all Bell  Claims  pursuant
hereto.  Except for the  payment to be made  pursuant  to this  paragraph,  Bell
agrees  that  FICFS  and FIC have  paid him all sums  owed Bell by virtue of the
Paragon Stock Purchase Agreement and Employment Agreement,  whether with respect
to past, present and/or future periods of time,  including,  without limitation,
any and all vacation pay,  severance pay,  salary,  bonus,  stock,  variable and
other  wages,   and  any  and  all  other   compensation   amounts  and  expense
reimbursements,  and that he has no rights, with respect to past, present and/or
future periods of time, to the FIC Shares.  The parties agree that the described
payment is to be treated as wages and subject to standard payroll deductions and
withholdings.

                                     - 2 -


<PAGE>


     2. Any and all FIC  Claims  shall  be and  hereby  are  fully  and  finally
settled,  satisfied,  released and discharged in consideration of the release by
Bell of all Bell  Claims  pursuant  to this  Release.  FIC and FICFS  agree that
Bell's  release of any and all Bell Claims  pursuant to this Release is contrary
to Bell's normal policies and interests,  and is good and valuable consideration
for FIC's and  FICFS's  release  of all FIC Claims  pursuant  hereto and for the
above described payment to Bell.

     3. For good and  valuable  consideration,  the receipt and  sufficiency  of
which are hereby acknowledged, Bell, for and on behalf of his present and former
assignors,    creditors,    assigns,   heirs,   executors,   spouses,   personal
representatives,  administrators,  transferees and attorneys (collectively,  the
"Bell Releasors"),  hereby knowingly and voluntarily and forever release, acquit
and discharge FICFS and FIC and their respective past, present and future parent
companies, stockholders, owners, subsidiaries,  divisions, related or affiliated
entities,  predecessors  and  successors,  their  respective  present and former
officers,   directors,   partners,   limited  partners,   principals,   members,
stockholders,  owners,  employees,  agents,  servants,  subrogees,  insurers and
attorneys,   and   their   respective   successors,    predecessors,    assigns,
representatives,    heirs,   executors,   spouses,   personal   representatives,
administrators,  transferees  and attorneys from any and all claims or causes of
action, including debts, suits, rights of action, dues, sums of money, accounts,
bonds,  bills,  covenants,  contracts,   controversies,   agreements,  promises,
damages, judgments, variances,  executions, demands, rights, liabilities, losses
or  obligations  of  any  kind  or  nature  whatsoever,  matured  or  unmatured,
liquidated or unliquidated,  absolute or contingent, accrued or unaccrued, known
or unknown, suspected or unsuspected,  whether heretofore or hereafter accruing,
whether or not asserted,  threatened, alleged or litigated in any forum, at law,
admiralty,  equity  or  otherwise,  including  without  limitation,  claims  for
indemnity or contribution,  or for costs, expenses (including without limitation
amounts paid in settlement)  and attorneys' fees which any person or entity has,
owns or holds, or might have had, owned or held, formerly had or hereafter might
have,  own  or  hold,  directly,  indirectly,  individually,   representatively,
derivatively or in any capacity for or because of anything done or omitted prior
to and  including  the date hereof  including,  but not limited to,  those which
arise out of or are  directly  or  indirectly  related  in any way to (i) Bell's
employment with and/or resignation from FICFS,  including,  without  limitation,
any and all claims for sums allegedly owed Bell under the Employment  Agreement,
including,  without limitation, any and all vacation pay, severance pay, salary,
bonus,  stock,  variable  and other  wages,  and any and all other  compensation
amounts  and  expense  reimbursements,  or (ii) the  acquisition  of the New Era

                                     - 3 -


<PAGE>


Companies by FICFS,  including,  without limitation,  any and all claims for the
release  of the FIC Stock to Bell under the  Paragon  Stock  Purchase  Agreement
and/or  the  Employment  Agreement  (collectively,   "Bell  Claims");  provided,
however,  that this  Release  shall not include a release of any rights the Bell
Releasors  may have to enforce the terms and  conditions  of this Release or the
Stock  Purchase  Agreement,  dated as of the date  hereof  (the  "New Era  Stock
Purchase  Agreement"),  by and among BCDP  Holdings,  LLP,  a  Delaware  limited
liability partnership ("BCDP"), FICFS and FIC.

     4. For good and  valuable  consideration,  the receipt and  sufficiency  of
which are hereby acknowledged,  FICFS and FIC and their respective past, present
and future parent  companies,  stockholders,  owners,  subsidiaries,  divisions,
related or affiliated  entities,  predecessors and successors,  their respective
present and former officers, directors,  partners, limited partners, principals,
members, stockholders,  owners, employees, agents, servants, subrogees, insurers
and  attorneys,   and  their  respective  successors,   predecessors,   assigns,
representatives,    heirs,   executors,   spouses,   personal   representatives,
administrators,  transferees and attorneys (collectively,  the "FIC Releasors"),
hereby knowingly and voluntarily and forever release, acquit and discharge Bell,
the New Era Companies and their respective assigns, heirs,  executors,  spouses,
representatives,  administrators,  transferees,  past, present and future parent
companies, subsidiaries, divisions, related or affiliated entities, predecessors
and  successors,  subrogees,  insurers and attorneys  from any and all claims or
causes of action, including debts, suits, rights of action, dues, sums of money,
accounts,  bonds,  bills,  covenants,  contracts,   controversies,   agreements,
promises,   damages,   judgments,   variances,   executions,   demands,  rights,
liabilities,  losses or obligations of any kind or nature whatsoever, matured or
unmatured,  liquidated  or  unliquidated,  absolute  or  contingent,  accrued or
unaccrued,  known or unknown,  suspected or unsuspected,  whether  heretofore or
hereafter accruing, whether or not asserted, threatened, alleged or litigated in
any forum, at law, admiralty, equity or otherwise, including without limitation,
claims for indemnity or contribution,  or for costs, expenses (including without
limitation  amounts paid in settlement)  and attorneys' fees which any person or
entity has,  owns or holds,  or might have had,  owned or held,  formerly had or
hereafter  might  have,  own  or  hold,  directly,   indirectly,   individually,
representatively,  derivatively  or in any  capacity  for or because of anything
done or  omitted  prior to and  including  the date  hereof  including,  but not
limited to,  those which arise out of or are directly or  indirectly  related in
any way to (i)  the  Employment  Agreement  or  Bell's  employment  with  and/or
resignation  from FICFS,  or (ii) the  acquisition  of the New Era  Companies by
FICFS,  including  the Paragon  Stock  Purchase  Agreement  (collectively,  "FIC
Claims");  provided,  however,  that this Release shall not include a release of
any rights the FIC  Releasors  may have to enforce the terms and  conditions  of
this Release or the New Era Stock Purchase Agreement.

                                     - 4 -


<PAGE>


     5.  Neither  this  Release  nor any  payments  or  performance  by the Bell
Releasors or the FIC Releasors  shall in any way be construed as an admission by
the Bell Releasors or the FIC Releasors, or any of their parents,  subsidiaries,
affiliates,  or related  companies,  of any acts of wrongdoing,  negligence,  or
violation of any statute,  law, or legal right.  The parties hereto are settling
any and all FIC Claims and Bell  Claims  solely in the  interest  of  reasonable
compromise.  Neither this Release nor any of its terms and provisions nor any of
the  negotiations or proceedings in connection with it (a) is, or is intended to
be, an admission by any party or any evidence of the truth of any fact  alleged,
or the  validity of any claim that has been or could have been  asserted,  or of
any  liability,  fault or wrongdoing  of such party,  or (b) shall be offered or
received  in evidence  in any action or  proceeding  of any kind other than such
proceedings as may be necessary to consummate, defend or enforce this Release.

     6. Bell represents  that he has not transferred or assigned,  to any person
or entity,  any Bell Claim, or any portion thereof,  or interest therein.  FICFS
and FIC represent  that neither has  transferred  or assigned,  to any person or
entity, any FIC Claim, or any portion thereof, or interest therein.

     7. The parties represent and acknowledge that in executing this Release, no
party has relied upon any  representation(s)  by any other  party,  or agents or
attorneys of any other party, except as expressly contained in this Release.

     8. The  parties  hereby  expressly  waive  any and all  claims  based  upon
representations  that are not set  forth  in this  Release,  including,  without
limitation, claims for fraudulent inducement of this Release.

     9.  The  parties  agree,   each  to  the  others,   that  the   statements,
representations,  agreements and covenants  contained  herein are contractual in
nature and not mere  recitations  of fact, and that the agreements and covenants
herein   shall  be  binding   upon  the   parties,   their   respective   heirs,
administrators,  representatives,  executors,  successors and assigns, and shall
inure to the benefit of their respective heirs, administrators, representatives,
executors, successors and assigns.

     10. The language of this  Release  shall,  in all cases,  be construed as a
whole,  according to its fair meaning,  and not strictly for, or against, any of
the parties.

     11. Should any provision of this Release be declared, or be determined,  by
any court to be illegal or invalid,  the validity of the remaining parts,  terms
or  provisions  of this Release shall not be affected and any illegal or invalid
part, term, or provision, should not be deemed to be a part of this Release.

     12. Each party agrees to enter into or execute such additional documents as
are or may be  necessary  to carry  out the  intent  and  express  terms of this
Release.

                                     - 5 -


<PAGE>


     13. This  Release may be  executed in any number of  counterparts,  each of
which shall be deemed an original, but all of which together shall be deemed one
and the same instrument.

     14. Each party shall bear their own costs and attorney's fees in connection
with this Release.

     15. The parties  agree that any disputes  arising  under or related to this
Release shall be submitted to binding  arbitration.  Such  arbitration  shall be
conducted  pursuant  to  the  then-current  rules  of the  American  Arbitration
Association  ("AAA").  However,  AAA need not conduct  said  arbitration  as the
parties  may  agree to  utilize  any  other  commercially  suitable  service  or
qualified individual.

     16. This Release  shall be construed  and enforced in  accordance  with the
laws of the  State of  Texas.  The  parties  agree  that  this  Release  affects
interstate commerce and that the arbitration,  referenced in paragraph 15, shall
be subject to the Federal Arbitration Act.

     17.  The  failure  of a party to  insist  upon  strict  performance  of any
provision of this Release shall not constitute a waiver of, or estoppel  against
asserting,  the right to require performance in the future. A waiver or estoppel
in any one instance  shall not constitute a waiver or estoppel with respect to a
later breach.

     18. This Release sets forth the entire agreement  between the parties,  and
fully   supersedes  any  and  all  prior  and   contemporaneous   agreements  or
understandings,  oral or written,  between the Parties pertaining to the subject
matter in this  Release.  This  Release  may only be  amended or  modified  in a
writing duly executed by both Parties.

                                     - 6 -


<PAGE>


     MY SIGNATURE BELOW  SUBSTANTIATES  THAT I HAVE READ THE ABOVE AGREEMENT AND
RELEASE AND AGREE AND CONSENT TO THE TERMS AND CONDITIONS THEREIN.

     Witness my hand this 31st day of December, 2003.



                                                /s/ Scott A. Bell
                                        ______________________________________
                                        Scott A. Bell


     Subscribed  and sworn to by Scott A. Bell  before  the  undersigned  Notary
Public, on this 31st day of December, 2003.


                                        ______________________________________
                                        Notary Public for the State of Texas
                                        My Commission Expires:  ______________

                              * * * * * * * * * * *

     Witness my hand this 31st day of December, 2003.


                                        FIC Financial Services, Inc.


                                        By:     /s/ Theodore A. Fleron
                                           ___________________________________
                                           Theodore A. Fleron
                                           Secretary

     Subscribed and sworn to by Theodore A. Fleron before the undersigned Notary
Public on this 31st day of December, 2003.




                                        ______________________________________
                                        Notary Public for the State of Texas
                                        My Commission Expires:  ______________

                                     - 7 -


<PAGE>


                              * * * * * * * * * * *


     Witness my hand this 31st day of December, 2003.


                                        Financial Industries Corporation


                                        By:     /s/ Theodore A. Fleron
                                           ___________________________________
                                           Theodore A. Fleron
                                           Vice President and Secretary



     Subscribed and sworn to by Theodore A. Fleron before the undersigned Notary
Public on this 31st day of December, 2003.


                                        ______________________________________
                                        Notary Public for the State of Texas
                                        My Commission Expires:  ______________


                                     - 8 -



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