FINANCIAL INDUSTRIES CORP
ACQUISITION AGREEMENT 12/31/03 - SELL OF ARC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit-10_2.txt
<DESCRIPTION>ACQUISITION AGREEMENT 12/31/03 - SELL OF ARC
<TEXT>

                                  EXHIBIT 10.2
                              ACQUISITION AGREEMENT


     THIS ACQUISITION AGREEMENT ("Agreement") is made and entered into as of the
31st  day of  December,  2003,  between  InterContinental  Life  Corporation,  a
Delaware  business  corporation  ("ILCO") and George M. Wise, III, an individual
and a resident of the State of Texas ("BUYER").

                              W I T N E S S E T H:


     WHEREAS,  ILCO owns all of the  issued  and  outstanding  shares of capital
stock of Actuarial Risk Consultants, Inc. ("ARC"); and

     WHEREAS,  ILCO deems it  advisable  and in the best  interests of ILCO that
BUYER  acquire all the issued and  outstanding  capital stock of ARC, all on the
terms and subject to the conditions contained in this Agreement.

     NOW,  THEREFORE,  ILCO and BUYER,  in  consideration  of the agreements and
conditions contained herein, hereby agree as follows:


                                    ARTICLE I
                                    PURCHASE

     1.01 Purchase of ARC Common Stock.  Subject to the terms and  conditions of
this  Agreement,  and in reliance  on the  agreements  of the parties  contained
herein, at the Closing (as hereinafter  defined),  ILCO agrees to sell,  assign,
transfer  and deliver to BUYER,  and BUYER  agrees to purchase  and acquire from
ILCO,  all of the  issued  and  outstanding  shares of ARC's  common  stock (the
"Shares"),  and upon completion of the Closing,  BUYER shall own the Shares. The
authorized  capital stock of ARC consists of 1,000 shares of common stock, $0.01
par value per share, of which 1,000 shares are issued and  outstanding,  and all
of which are owned of record and beneficially by ILCO.

     1.02 Purchase Price. The Purchase Price is $10,000. On the Closing Date (as
hereinafter  defined) and subject to the terms and  conditions set forth in this
Agreement and in consideration of the sale, assignment, transfer and delivery of
the Shares,  BUYER agrees to pay the Purchase  Price to ILCO in connection  with
the purchase.

     1.03  Closing.  (a) The  closing  of the sale and  purchase  of the  Shares
contemplated by this Agreement (the  "Closing")  shall take place at the offices
of ILCO in Austin,  Texas,  at 10:00 a.m.  local-time,  on December 31, 2003, or
such  other  date as ILCO and BUYER may  mutually  agree  upon in  writing  (the
"Closing Date").

                                       -1-


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     (b) At the  Closing,  ILCO shall  deliver or cause to be delivered to BUYER
(i)  stock  certificates  evidencing  all  Shares  duly  endorsed  in  blank  or
accompanied  by stock powers duly executed in blank,  free of all  encumbrances,
other than restrictions imposed by the United States federal or state securities
laws,  (ii) a bill of sale  (the  "Bill of Sale")  in the form of  Exhibit  1.03
pursuant to which the tangible and  intangible  assets set forth on Exhibit A to
the Bill of Sale owned, leased,  licensed or otherwise held by ILCO are assigned
to ARC, free and clear of all  Encumbrances,  except for Permitted  Encumbrances
and the Encumbrances  disclosed on Exhibit A to the Bill of Sale; and (iii) such
other  documents  required to be  delivered  by ILCO to BUYER at or prior to the
Closing Date in connection with the transactions  contemplated  hereby.  As used
herein,  "Permitted  Encumbrances"  means (a)  Encumbrances  for taxes and other
governmental  charges and  assessments  which are not yet due and  payable,  (b)
Encumbrances  of landlords  and liens of carriers,  warehousemen,  mechanics and
materialmen  and other  like  Encumbrances  arising  in the  ordinary  course of
business  for  sums  not yet due and  payable  and  (c)  other  Encumbrances  or
imperfections  on property which are not material in amount or do not materially
detract from the value of or materially  impair the existing use of the property
affected by such Encumbrance or imperfection.

     (c) At the Closing,  BUYER shall pay the Purchase Price by certified  check
payable to ILCO.


                                   ARTICLE II

                            AGREEMENTS OF THE PARTIES


     2.01 No  Representations  or  Warranties.  Neither  ILCO nor ARC  makes any
representations  or  warranties to BUYER with respect to ARC or the Shares being
purchased by BUYER pursuant to this Agreement.

     2.02 Acknowledgments of BUYER. BUYER acknowledges that:

          (i) BUYER is knowledgeable,  sophisticated and experienced in business
     and financial matters of the type  contemplated by this Agreement,  is able
     to  evaluate  the risks and  merits of an  investment  in the Shares and is
     financially able to bear the risks thereof;

          (ii) The offering of the Shares to BUYER was made only through direct,
     personal  communication  between  the  parties  and not  through any public
     solicitation or advertising;

          (iii) The Shares have not been registered  under the Securities Act of
     1933, as amended (the  "Securities  Act"),  or the securities or "blue sky"
     laws of any state or other domestic or foreign jurisdiction; the Shares may
     not be sold,  transferred  or otherwise  disposed of except  pursuant to an
     effective  registration  statement  thereunder or an  applicable  exemption
     therefrom;  (iii) the  certificates  evidencing  the Shares shall contain a
     legend or legends indicating applicable transfer restrictions;

                                       -2-


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     (iv) Buyer is  acquiring  the Shares  for  investment,  and not with a view
towards their public offering or  distribution.  Buyer  understands that it must
bear the economic  risk of such  investment  indefinitely  unless the Shares are
registered   pursuant  to  the  Securities   Act,  or  an  exemption  from  such
registration  is  available,  and  that  Seller  is not  aware  of  any  present
intentions  of the Companies to register the Shares.  Buyer further  understands
that there is no assurance  that an exemption  from the  Securities  Act will be
available or, if available,  that such exemption will allow the Buyer to dispose
of or otherwise  transfer any or all of the Shares under the  circumstances,  in
the amounts or at the times the Buyer might propose.

     2.03 Intercompany Liabilities.

     As of the date of this Agreement, the amount of intercompany liabilities of
ARC to Investors Life Insurance  Company of North America  ("Investors-NA"),  an
affiliate of ILCO, are $97,981.43.  Immediately  prior to the Closing Date, ILCO
will  cause  ARC  to  pay  to  Investors-NA  the  amount  of  such  intercompany
liabilities then outstanding.

     2.04 Employee Benefit Plans.

     (a)  Exhibit  2.04  lists of all  Benefit  Plans  sponsored  by ILCO  which
currently cover any employees of ARC. For purposes of this  Agreement,  "Benefit
Plan" means any pension,  profit- sharing,  deferred  compensation,  retirement,
medical,  insurance  or other  plan or  arrangement  providing  benefits  to any
Employee,  including  without  limitation  any employee  benefit plan within the
meaning of Section 3(3) of the Employee  Retirement Income Security Act of 1974,
as amended.

     (b) ARC does not independently  maintain any Benefit Plan. The employees of
ARC participate only in Benefit Plans sponsored by ILCO.

     ( c ) As of the Closing Date, the participation by employees of ARC in each
such Benefit Plan shall terminate.  ILCO shall cause employees of ARC to receive
such notices as may
be required under COBRA rules and regulations.

     2.05  Insurance.  ARC  participates  as an  additional  insured  in certain
liability, property, workers' compensation, conduct of business, malpractice and
other similar  insurance  maintained by ILCO. As of the Closing Date,  ILCO will
cause ARC's participation under such insurance coverage to terminate.

     2.06 Lease.  ARC is a party to a lease agreement dated February 10, 2003,as
amended as of June 1, 2003,  between ARC and Investors Life Insurance Company of
North America, a subsidiary of ILCO,  pertaining to space in Building II located
at 6500 River Place Blvd., Austin, Texas the "Lease Agreement").  At the Closing
the Lease  Agreement  will be  cancelled,  effective  as of March 31,  2004.  In
consideration  of the ILCO's consent to the  continuation of the Lease Agreement
beyond the  Closing,  BUYER  agrees to pay, or cause the payment of, the payment
obligations  of ARC under the Lease  Agreement,  for the period from the Closing
Date to March 31, 2004.

                                       -3-


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     2.07 Facilities. For the period beginning on the Closing Date and ending on
March 31, 2004, BUYER will be permitted to continue to occupy the space which is
leased to ARC pursuant to the Lease Agreement described in Section 2.06, hereof.
As of the Closing Date, all written and other arrangements between or among ARC,
on the one hand,  and ILCO or any  affiliate  of ILCO on the other  hand,  under
which ILCO, or any of its affiliates, provided any services or facilities to ARC
prior to the Closing Date (other than those  services or facilities  provided in
accordance with the Lease  Agreement  described in Section 2.06 hereof) or which
ARC provided any services or facilities  to the Seller or any of its  affiliates
prior to the Closing Date, will terminate.

     2.8 Data Processing Transition. For a transition period of thirty (30) days
following the Closing  Date,  ILCO will assist BUYER in obtaining a copy of data
pertaining to the business and  operations of ARC which is stored on hardware or
network  equipment owned by ILCO or its affiliates,  it being  understood by the
parties  that  such  hardware  or  network  equipment  are not  included  in the
equipment to be transferred to BUYER pursuant to this Agreement.

     2. 9 Tax Matters.

     (a) ILCO shall  prepare  and file (or cause to be  prepared  and filed) all
returns of and forms  required  to be filed with  respect to ARC for any taxable
period  ending on or before  the  Closing  Date and shall pay all Taxes  related
thereto.  BUYER shall  prepare and file (or cause to be prepared  and filed) all
returns  and forms  required  to be filed with  respect  to ARC for any  taxable
period  ending after the Closing  Date,  and pay (or cause to be paid) all Taxes
which accrue with respect to ARC for any taxable period ending after the Closing
Date.

     (b) ILCO shall pay and shall  indemnify and hold harmless BUYER against any
and all Taxes of or payable by ARC attributable to operations, acts or omissions
of ARC prior to the Closing Date.

     ( c ) BUYER shall pay and shall  indemnify  and hold  harmless ILCO against
any and all Taxes of or  payable  by ARC  attributable  to  operations,  acts or
omissions of BUYER or ARC on and after the Closing Date.

     (d) ILCO shall be entitled to receive all refunds of federal  income  taxes
of ARC (and any  interest  thereon)  with  respect to all  periods  through  the
Closing Date (the "Pre-Closing Period"),  unless any such refunds are carried as
an asset by ARC on the Closing Date, and all refunds of state or local income or
franchise taxes of ARC (and any interest thereon) with respect to periods ending
on or prior to the Closing  Date.  BUYER shall pay to ILCO within five  business
days after receipt thereof any such refunds received by BUYER.

                                       -4-


<PAGE>


     (e) BUYER shall be entitled to all refunds of federal  income  taxes of ARC
with respect to all periods  ending  after the Closing  Date (the  "Post-Closing
Period") (and any interest thereon), and all refunds of state or local income or
franchise  taxes of ARC with  respect to periods  ending  after the Closing Date
(and any interest  thereon).  ILCO shall pay to BUYER within five  business days
after receipt thereof any such refunds  received by ILCO.  BUYER shall be solely
responsible  for and shall  indemnify and hold ILCO harmless with respect to all
other Taxes imposed by any taxing  authority with respect to ARC or its business
for the Post- Closing Period.

     (f) As used herein,  the term "Taxes"  means all  federal,  state,  county,
local  or  other  taxes,  charges,  levies  or  other  assessments  of any  kind
whatsoever,  including without  limitation,  (a) income,  accumulated  earnings,
franchise,  excise,  sales, use, gross receipts,  ad valorem,  profits,  real or
personal property,  capital stock, license,  payroll,  withholding,  employment,
workers'  compensation,  social  security,  transfers  and gains taxes,  and (b)
interest,  penalties,  additions to tax and any similar impositions with respect
thereto.

     2.10 Indemnification.

     (a) BUYER agrees to indemnify ILCO and its officers,  directors, agents and
affiliates in respect of, and hold each of them  harmless from and against,  any
and all  Damages  incurred  by ILCO  and its  officers,  directors,  agents  and
affiliates  as a result of the  negligence or misconduct of BUYER in the conduct
of the operations of the COMPANY after the Closing.

     (b) ILCO agrees to indemnify  BUYER in respect of, and hold BUYER  harmless
from and  against,  any and all  Damages  incurred  by BUYER as a result  of the
negligence  or  misconduct  of  ILCO or its  affiliates  in the  conduct  of the
operations of ARC prior to the Closing.

     ( c ) All claims by any party  seeking  indemnification  for Damages  under
this  Agreement  ("  Indemnified  Party")  will be asserted as to the party from
which  indemnity  is sought  hereunder  ("Indemnifying  Party") and  resolved as
follows:

          (1) In the event any claim or demand for which an  Indemnifying  Party
     would be liable for Damages to an Indemnified Party under this Agreement is
     asserted against or sought to be collected from such Indemnified Party by a
     person  other than ILCO,  BUYER or any of their  affiliates  ("Third  Party
     Claim"),  the  Indemnified  Party shall  deliver a notice of claim  ("Claim
     Notice") within 30 days to the Indemnifying  Party. The Indemnifying  Party
     will notify the  Indemnified  Party as soon as  practicable  but not in any
     event more than 30 calendar  days of receipt of the Claim  Notice  ("Notice
     Period")  whether  the  Indemnifying  Party  desires,  at the sole cost and
     expense of the Indemnifying  Party, to defend the Indemnified Party against
     such Third Party Claim.

                                       -5-


<PAGE>


               (A) If the  Indemnifying  Party  notifies the  Indemnified  Party
          within the Notice Period that the Indemnifying Party desires to defend
          the  Indemnified  Party with respect to the Third Party Claim pursuant
          to this Agreement,  then theIndemnifying  Party will have the right to
          defend,  at its sole cost and  expense,  such Third Party Claim by all
          appropriate   proceedings,   which   proceedings  will  be  diligently
          prosecuted by the Indemnifying  Party to a final conclusion or will be
          settled at the discretion of the Indemnifying  Party (with the consent
          of the  Indemnified  Party,  which  consent  will not be  unreasonably
          withheld).  The  Indemnifying  Party  will have full  control  of such
          defense  and  proceedings,  including  any  compromise  or  settlement
          thereof;  provided,  that if requested by the Indemnifying  Party, the
          Indemnified  Party  agrees,  at  the  sole  cost  and  expense  of the
          Indemnifying  Party, to cooperate with the Indemnifying  Party and its
          counsel in  contesting  any Third  Party  Claim that the  Indemnifying
          Party elects to contest,  or, if appropriate  and related to the Third
          Party Claim in question, in making any counterclaim against the person
          asserting the Third Party Claim,  or any  cross-compliant  against any
          person (other than the  Indemnified  Party or any of its  affiliates).
          The Indemnified Party may participate in, but not control, any defense
          or settlement of any Third Party Claim  controlled by the Indemnifying
          Party,  and  except  as  provided  in  the  preceding  sentence,   the
          Indemnified Party will bear its own costs and expenses with respect to
          such participation.

               (B) If the  Indemnifying  Party  fails to notify the  Indemnified
          Party within the Notice Period that the Indemnifying  Party desires to
          defend the Indemnified  Party, or if the Indemnifying Party gives such
          notice but fails to  prosecute  diligently  or settle the Third  Party
          Claim,  or  if  the  Indemnifying  Party  fails  to  give  any  notice
          whatsoever  within the Notice Period,  then the Indemnified Party will
          have  the  right  to  defend,  at the sole  cost  and  expense  of the
          Indemnifying   Party,   the  Third  Party  Claim  by  all  appropriate
          proceedings,   which  proceedings  will  be  promptly  and  vigorously
          prosecuted by the Indemnified  Party to a final  conclusion or will be
          settled at the discretion of the  Indemnified  Party (with the consent
          of the  Indemnifying  Party,  which  consent will not be  unreasonably
          withheld).  The  Indemnified  Party  will  have full  control  of such
          defense  and  proceedings,  including  any  compromise  or  settlement
          thereof;  provided,  however,  that if  requested  by the  Indemnified
          Party, the Indemnifying  Party agrees, at the sole cost and expense of
          the  Indemnifying  Party, to cooperate with the Indemnified  Party and
          its counsel in contesting any Third Party Claim which the  Indemnified
          Party is contesting, or, if appropriate and related to the Third Party
          Claim in  questions,  in making any  counterclaim  against  the person
          asserting the Third Party Claim,  or any  cross-complaint  against any
          person (other than the  Indemnifying  Party of any of its affiliates).
          The  Indemnifying  Party may  participate  in,  but not  control,  any
          defense or settlement  controlled by the  Indemnified  Party,  and the
          Indemnifying  Party will bear its own costs and expenses  with respect
          to such participation.  Notwithstanding the foregoing  provisions,  if
          the  Indemnifying  Party  has  notified  the  Indemnified  Party  with
          reasonable   promptness  that  the  Indemnifying  Party  disputes  its
          liability  to the  Indemnified  Party with respect to such Third Party
          Claim and if such  dispute is  resolved  in favor of the  Indemnifying
          Party, the  Indemnifying  Party will not be required to bear the costs
          and expenses of the Indemnified Party's defense or of the Indemnifying
          Party's  participation therein at the Indemnified Party's request, and
          the Indemnified  Party will reimburse the  Indemnifying  Party in full
          for all costs  and  expenses  incurred  by the  Indemnifying  Party in
          connection with such litigation.

                                       -6-


<PAGE>


          (2) In the event any Indemnified Party should have a claim against any
     Indemnifying  Party  hereunder  that does not  involve a Third  Party Claim
     being  asserted  against  or sought to be  collected  from the  Indemnified
     Party,  the  Indemnified  Party shall deliver  notice within 30 days to the
     Indemnifying  Party.  The  failure  by any  Indemnified  Party to give such
     notice shall not impair such party's rights  hereunder except to the extent
     that  an  Indemnifying  Party  demonstrates  that  it has  been  prejudiced
     thereby.

     2.11  Termination.  This Agreement may be terminated,  and the transactions
contemplated  hereby may be abandoned,  upon notice by the terminating  party to
the other party:

     (a)  At any time before the  Closing,  by mutual  written  agreement of all
          parties hereto;

     (b)  At any time  after  February  15,  2004,  by ILCO if the  transactions
          contemplated by this Agreement have not been  consummated on or before
          such date and such failure to  consummate is not caused by a breach of
          this Agreement by ILCO ; or

     (c)  At any time after  February  15,  2004,  by BUYER if the  transactions
          contemplated by this Agreement have not been  consummated on or before
          such date and such failure to  consummate is not caused by a breach of
          this Agreement by BUYER

     2.12  Effect  of  Termination.  If this  Agreement  is  validly  terminated
pursuant to Section 2.11,  this Agreement  will forthwith  become null and void,
and there will be no  liability on the part of any party hereto (or any of their
respective  officers,  directors,   employees,  agents,  consultants,  or  other
representatives).

     2.13  Notices.  All notices or other  communications  required or permitted
hereunder  shall be in  writing  and  shall be given by  confirmed  telecopy  or
registered mail addressed:

     (a)  If to BUYER:

          George Wise,
          3001 Huron Club Court
          Austin, Texas 7873

     (b)  If to ILCO:

          Theodore A. Fleron, General Counsel
          Financial Industries Corporation
          6500 River Place Blvd.,
          Austin, Texas 78730

                                       -7-


<PAGE>


All notices and other communications  required or permitted under this Agreement
that are  addressed  as  provided  in this  Section  2.13 will (1) if  delivered
personally,  be deemed  given  upon  delivery,  (2) if  delivered  by  facsimile
transmissions,  be  deemed  given  when  sent and  confirmation  or  receipt  is
received,  and (3) if delivered by mail in the manner described above, be deemed
given on the third business day after the deposit in a regular depositary of the
United  States mail.  Any party from time to time may change its address for the
purpose of notices to that party by giving  notice to the other  parties  hereto
specifying a new  address,  but no such notice will be deemed to have been given
until it is  actually  received  by the  party  sought  to be  charged  with the
contents thereof.

     2.14 Expenses. Except as otherwise provided herein, each party hereto shall
pay its own expenses,  including without  limitation,  legal and accounting fees
and expenses,  incident to its negotiation and preparation of this Agreement and
to its performance and compliance with the provisions contained herein.

     2.15  Titles and  Headings.  Titles and  headings  to  Sections  herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.

     2.16 No  Third-Party  Beneficiaries.  Nothing in this  Agreement  or in any
agreement  attached  hereto as an exhibit is intended or shall be  construed  to
give any person,  other than the parties hereto,  any legal or equitable  right,
remedy or claim under or in respect of this Agreement or any agreement  attached
hereto as an exhibit or any provision contained herein or therein.

     2.17 Entire Agreement. This Agreement, together with the contracts executed
and delivered  pursuant hereto,  supersedes all prior discussions and agreements
between the parties with respect to the subject  matter of this  Agreement,  and
this Agreement,  including  documents,  certificates and contracts  executed and
delivered  pursuant hereto,  contains the sole and entire agreement  between the
parties hereto with respect to the subject matter hereof.

     2.18  Public  Announcements.  At all times at or before  the  Closing,  the
parties  will  consult  with the other  before  issuing or making  any  reports,
statements,  or  releases to the public with  respect to this  Agreement  or the
transactions contemplated hereby If either party is unable to obtain the consent
of the other party of its public report,  statement, or release and such report,
statement,  or  release  is, in the  opinion  of legal  counsel  to such  party,
required by law in order to discharge such party's disclosure obligations,  then
such party may make or issue the legally required report,  statement, or release
and promptly furnish the other party with a copy thereof.

     2.19 Further Assurances;  Cooperation.  Each party hereto agrees that, from
time to time after the Closing,  upon the reasonable request of any other party,
it will  cooperate  and will cause its  respective  affiliates  to  cooperate to
effect the orderly  transition of the businesses,  operations and affairs of ARC
from ownership and control by ILCO to BUYER.  Without limiting the generality of
the  foregoing,  (a) ILCO will give and will cause its  affiliates to give BUYER
reasonable access to all books and records reasonably  requested by BUYER in the
preparation of any post-Closing financial statements, reports, or tax returns of
ARC;  and  (b)  BUYER  will  give  representatives  of ILCO  and its  affiliates
reasonable  access to all books and records of ARC reasonably  requested by ILCO
or its affiliates in the preparation of any post-Closing  financial  statements,
reports, or tax returns of ARC.

                                       -8-


<PAGE>


     2.20 Waiver.  Any term or condition of this  Agreement may be waived at any
time by the party  that is  entitled  to the  benefit  thereof.  A waiver on one
occasion  will not be deemed to be a waiver of the same or any other breach on a
future  occasion.  All  remedies,  either  under  this  Agreement,  or by law or
otherwise afforded,  will be cumulative and not alternative,  but no such waiver
shall be effective unless set forth in a written  instrument duly executed by or
on behalf of the party waiving such terms or conditions.

     2.21 Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of Texas  without  giving  effect to any
choice or conflicts of law  provision or rule  (whether of the State of Texas or
any other  jurisdiction)  that would  cause the  application  of the laws of any
jurisdiction other than the State of Texas.

     2.22 Binding  Effect.  This Agreement is binding upon and will inure to the
benefit of the parties and their respective successors and permitted assignees.

     2.23 No Assignment. This Agreement or any right or obligation hereunder may
not be assigned by any party  hereto  without the prior  written  consent of the
other parties hereto and any attempt to do so will be void.

     2.24 Invalid  Provisions.  If any provision of this Agreement is held to be
illegal,  invalid or  unenforceable  under any present or future law, and if the
rights or obligations of the parties under this Agreement will not be materially
and adversely affected thereby, (a) such provision will be fully severable;  (b)
this  Agreement  will be construed and enforced as if such  illegal,  invalid or
unenforceable  provision had never comprised a part hereof;  ( c ) the remaining
provisions of this  Agreement  will remain in full force and effect and will not
be  affected  by the  illegal,  invalid  or  unenforceable  provision  or by its
severance  herefrom;  and (d) in lieu of such illegal,  invalid or unenforceable
provision,  there  will be added  automatically  as a part of this  Agreement  a
legal,  valid and  enforceable  provision  as similar in terms to such  illegal,
invalid or unenforceable provision as may be possible.

     2.25 Construction. The language used in this Agreement will be deemed to be
the  language  chosen by the  parties to express  their  intent,  and no rule of
strict  construction  shall be applied  against any party.  Any reference to any
federal, state, local or foreign statute or law shall be deemed also to refer to
all rules and regulations  promulgated  thereunder,  unless the context requires
otherwise.

     2.26  Execution in  Counterparts.  This Agreement may be executed in two or
more counterparts,  all of which shall be considered one and the same agreement,
and shall become a binding  agreement  when one or more  counterparts  have been
signed by each of the parties and delivered to each of the other parties.

     2.27 Brokers. The parties mutually agree that all negotiations  relative to
this Agreement and the transactions contemplated hereby have been carried out by
the parties without the assistance of a broker. BUYER represents and agrees that
no claim by any person  for a  finder's  fee,  brokerage  commission  or similar
payment may arise.

                                      -9-


<PAGE>


IN WITNESS WHEREOF,  the parties hereto have executed this Agreement the day and
year first above written.

InterContinental Life Corporation

By:    /s/ Theodore A. Fleron
    ____________________________________

Name:    Theodore A. Fleron
Title: Vice President and Secretary


Buyer
           /s/ George Wise
    _____________________________________

                                      -10-


<PAGE>

                                  Exhibit 1.03

                      BILL OF SALE AND ASSIGNMENT AGREEMENT

     This BILL OF SALE AND ASSIGNMENT  AGREEMENT (this "Agreement"),  is entered
into as of December 30, 2003, by and between  InterContinental Life Corporation,
a Texas corporation ("ILCO"), Actuarial Risk Consultants, Inc. ("ARC"), a Nevada
corporation,  and George  Wise,  an  individual  resident  of the state of Texas
("Wise").

                              W I T N E S S E T H:

     WHEREAS,  to induce  George Wise to enter into a stock  purchase  agreement
pursuant  to which ILCO will sell,  and George  Wise will  purchase,  all of the
shares of capital stock of ARC, and ILCO desires to enter into this Agreement to
convey to ARC  certain  assets of ILCO  currently  located at 6500  River  Place
Blvd., Austin, Texas 78730;

     NOW, THEREFORE,  in consideration of the premises, the terms and conditions
set forth herein,  the mutual benefits to be gained by the  performance  thereof
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION 1.  Definitions.

     "Encumbrance" shall mean any  security  interest,  pledge,  mortgage,  lien
(including tax liens),  charge,  encumbrance,  easement,  adverse claim, adverse
preferential arrangement, restriction or defect in title.

     "Licensed Assets" shall mean the assets identified on Exhibit A, hereto, as
"licensed  assets",  which  contain  software  that  is  licensed  to  Financial
Industries Corporation ("FIC") under an enterprise license.

                                      -11-


<PAGE>


     "Permitted  Encumbrances"  shall mean (a)  Encumbrances for taxes and other
governmental  charges and  assessments  which are not yet due and  payable,  (b)
Encumbrances  of landlords  and liens of carriers,  warehousemen,  mechanics and
materialmen  and other  like  Encumbrances  arising  in the  ordinary  course of
business  for  sums  not yet due and  payable  and  (c)  other  Encumbrances  or
imperfections  on property which are not material in amount or do not materially
detract from the value of or materially  impair the existing use of the property
affected by such Encumbrance or imperfection.

     SECTION 2. Assignment. ILCO does hereby convey, transfer and assign, to ARC
all right,  title and  interest in and to the assets  listed on Exhibit A hereto
free and clear of all  Encumbrances,  except  for  Permitted  Encumbrances,  and
excluding those assets which are identified on Exhibit A as Licensed Assets.

     SECTION 3. Convent to Assign. ILCO shall convey, transfer and assign to ARC
all right,  title and interest in and to each Licensed Asset upon the receipt by
ILCO on or prior to February 15, 2004 of a certificate executed by an authorized
officer of ARC certifying that such Licensed Asset no longer  contains  software
that is licensed to FIC under an  enterprise  license,  together  with  evidence
reasonably  satisfactory  to ILCO of the removal of such software.  Any Licensed
Asset that contains software that is licensed to FIC under an enterprise license
on February  15, 2004 shall be promptly  delivered to FIC at the sole expense of
ARC.

     SECTION 4. Disclaimer of Warranty. EXCEPT AS IS EXPRESSLY SET FORTH HEREIN,
ILCO MAKES NO REPRESENTATION  OR WARRANTY AS TO ANY MATTER,  EXPRESS OR IMPLIED,
INCLUDING ANY EXPRESS OR IMPLIED  WARRANTY OF  MERCHANTABILITY  OR FITNESS FOR A
PARTICULAR  PURPOSE,  WARRANTY AGAINST  INFRINGEMENT OR ANY OTHER WARRANTY AS TO
THE CONDITION OR OPERATION OF ANY OF THE ASSETS.

                                      -12-


<PAGE>


     SECTION  5.  Further  Assurances.  ILCO  hereby  agrees  that  it  and  its
successors shall execute, deliver,  acknowledge, file and record, or cause to be
executed, delivered,  acknowledged, filed and recorded, any and all such further
bills  of  sale,  deeds,   general   conveyances,   endorsements,   assignments,
confirmations and other good and sufficient instruments of conveyance,  transfer
and assignment as ARC or its successors or assigns shall  reasonably  request in
order to complete, insure and perfect the conveyance, transfer and assignment of
any Assets hereby conveyed, transferred and assigned.

     SECTION 6. Parties in Interest.  This  Agreement  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns.

     SECTION 7. Governing Law. This Agreement shall be governed by and construed
in  accordance  with  the laws of the  State of  Texas,  without  regard  to the
principles  of  conflicts of law  thereof,  except to the extent that  mandatory
principles  of conflicts of law require the  application  of the laws of another
jurisdiction  wherein  any  of  the  properties,  assets  and  interests  hereby
conveyed, transferred, assigned and contributed or intended so to be are located
to determine the validity or effect of the conveyance,  transfer, assignment and
contribution thereof.

     SECTION 8. Severability.  In the event any provision contained herein shall
be held to be invalid,  illegal or unenforceable for any reason, the invalidity,
illegality  or  unenforceability  thereof  shall not affect any other  provision
hereof,  and, to the extent  permitted by law, this Agreement shall be construed
as if such invalid,  illegal or unenforceable provision had never been contained
herein.

     SECTION 9.  Counterparts.  This  Agreement  may be  executed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed as of the date first above written.

                                      -13-


<PAGE>


AREA                    ITEM                            ITEM NUMBER     NUMBER

Reception               63x30 desk cherry               3/160/76LR         2
                        30" Cnr Desk Cherry             3/76/76            1
                        Corner Sleeve-metal             DE 200             1

                        63" Hutch Low Curved Cherry     H/108/40C          1
                        Mobile Ped, Box/Box/File
                        Central Lock Cherry             3/50/50/3          1
                        Mobius Mid Back Chair Grade
                        M2/Solo Currant                 4704               1
                        Occasional Table-Cylinder 21"
                        Round x 20" High Cherry
                        Laminate                        OP-C2120           1
                        Pennant Guest Chair             62x-Guxx           2
                        Table                                              1
                        Highback Leather Chair          9039GH706          1

Common Area             Bookcases 35.5" x 79" four
                        Adjustable Shelves              B/90/200/35        3
                        42" Round Table and 18" Base    3/105/00MT;81222   1

Conference Room         86.5" Top Conference, Cherry;
                        Laminate Cylinder Base 18"      3/220/120MT; 81222 1
                        Midback off/Conf Chair          9139GL             6
                        Desk High Bookcase              B/80/72/35         1

File Room               Laminate Door Cabinet           400E-2436B         1
                        HON File Cabinets               784L               9
                        Typing Stand                    FW-42              1
                        Supply Cabinet                                     1

Cory's Office           71" x 45" Curved Desk Full Mod
                        w/two Wire Ports                3/180/113          1
                        71" Credenza                    3/180/50/6         1
                        Guest Chair                     KL-2503            2
                        Highback Leather Chair          9067ZH             1
                        Mobile Ped, Box/Box/File
                        Central Lock Cherry             3/50/50/3          1
                        Desk High Bookcase              B/80/72/35         1

Larry's Office          71" x 34" Desk Frame            3/180/86           1
                        Corner Sleeve-Metal             DE 200             1

                                      -14-


<PAGE>


AREA                    ITEM                            ITEM NUMBER     NUMBER

Continuation of
Larry's Office          Mobile Ped, Box/Box/File
                        Central Lock Cherry             3/50/50/3          1
                        Guest Chair                     KL-2503            1
                        Desk High Bookcase              B/80/72/35         1
                        Highback Leather Chair          9039GH             1

Kent's Office           71" x 34" Desk Frame            8582;8084          1
                        Mobile Ped, Box/Box/File
                        Central Lock Cherry             3/50/50/3          1
                        Guest Chair                     KL-2503            1
                        Desk High Bookcase              B/80/72/35         1
                        Highback Leather Chair          9039GH             1

Alisa's Office          71" x 34" Desk Frame            3/180/86           1
                        Corner Sleeve-Metal             DE 200             1
                        Mobile Ped, Box/Box/File
                        Central Lock Cherry             3/50/50/3          1
                        Guest Chair                     KL-2503            1
                        Desk High Bookcase              B/80/72/35         1
                        Highback Leather Chair          9039GH             1

Joyce's Office          71" x 34" Desk Frame            3/180/86           1
                        Corner Sleeve-Metal             DE 200             1
                        Mobile Ped, Box/Box/File
                        Central Lock Cherry             3/50/50/3          1
                        Guest Chair                     KL-2503            1
                        Desk High Bookcase              B/80/72/35         1
                        Highback Leather Chair          9039GH             1
                        Table                           3/90/61T           1

Extra Office            71" Curved Desk                 3/180/113          1
                        71" Credenza                    3/180/50/6         1
                        Guest Chair                     KL-2503            1
                        Highback Leather Chair          9067ZH             1
                        Mobile Ped, Box/Box/File
                        Central Lock Cherry             3/50/50/3          1
                        Desk High Bookcase              B/80/72/35         1

Office Cube             Boise Workspace Cub                                1
                        Highback Leather Chair          9039GH             1
                        Guest Chair                                        1

                                      -15-


<PAGE>


<TABLE>
<S>     <C>                                  <C>                    <C>           <C>                 <C>
PRODUCT                                 SERIAL NUMBER           MODEL NUMBER    ASSIGNED TO     LICENSED ASSET?

18" LCD Flat Panel Display              MUL8007A0041850         FPD1830         Alisa
Gateway DS 600 XL (YG2)                 29303947                600YG2          Alisa           Yes
Gateway Keyboard-GW 104+PS2             b283595                 sk-9921         Alisa
GW Logitech USB Optical Mouse           L2B24415217                             Alisa
Docking Station                         D7002480194             PRSHR           Alisa
Gateway 300SPlus PC                     MUL7003D0032720         FPD1730         April           Yes
Gateway E Series                        31535639                E Series        April           Yes
Microsoft Natural Keyboard              2100900344B             KB-7903         April
HighMark Mouse                          CB2CO1205331                            April
HP Deskjet 990cxi                       MY274110HK              990cxi          April
Speakers                                                        CA-2022R        April
18" LCD Flat Panel Display              QS7330900563            FPD1730         Cory
Gateway 200XL                           31539562                                Cory            Yes
GW Logitech USB Optical Mouse           L2B24414997                             Cory
HP Deskjet                              MY39B1N1JF              5850            Cory
ipaq pocket pc                          5Y2CKWG1V5MO            h5455           Cory            Yes
Wireless Card Slot                      7Z29JJP5Y098                            Cory
Ipaq Charger Adapter                                                            Cory
Auto Adapter Kit                                                                Cory
HP Laser Jet 4100 MFP series            USRGY10998              C9148A          File Room
HP Deskjet                              MY39P1N146              5850            File Room
Refrigerator                            K2002600169             HSEWNAP         File Room
18" LCD Flat Panel Display              MUL8007B0002463         FPD1830         Joyce
Miscrosoft Natural Keyboard             71305 545 43155600204                   Joyce
Brother Typewriter                                                              April
Brother Printer                         U60563B3J212902         HL-5040         Joyce
18" LCD Flat Panel Display              MUL8007A0042618         FPD1830         Kent
Gateway DS 600 XL (YG2)                 29303945                600YG2          Kent            Yes
Gateway Keyboard-GW 104+PS2             B321373                 SK-9921         Kent
Docking Station                         ???                     PRSHR           Kent
GW Logitech USB Optical Mouse           LZB24414997                             Kent
18" LCD Flat Panel Display              MUL8007B002278          FPD1830         Larry
Gateway DS 600 XL (YG2)                 29303946                600YG2          Larry           Yes
Gateway Keyboard-GW 104+PS2             B283593                 sk-9921         Larry
GW Logitech USB Optical Mouse           LZB24415297                             Larry
Docking Station                                                 PRSHR           Larry
Compaq Computer                         9X2BKQDZ5034            CPQ EVO N1000C  George          Yes
Gateway Keyboard-GW 104+PS2             B263543                 sk-9920
Gateway Keyboard-GW 104+PS2             CO17353                 sk-9921
Gateway Mouse                           HCA24210776
Airline Adapter (3)                                                             AJ/KH/LS
Warranty (3)                                                                    AJ/KH/LS
Carrying Cases (3)                                                              AJ/KH/LS
Projector Best Buy                                                              Conf Room
Data Line to B1
</TABLE>

                                      -16-


<PAGE>


PRODUCT                                 MODEL NUMBER            ASSIGNED TO

Lucent A2011-2 BLK                      400112884               Cory
TMX-1105Blk                             400107918               Extra Office
A2011 Black                             400112884               Larry
TMX-1105Blk                             400107918               Empty (Front)
SBC-4000 Multi-Line phone               400119491               April
A2011 Black                             400112884               Alisa
TMX-1105Blk                             400107918               Empty (Cube)
A2011 Black                             400112884               Joyce
Polycom Sound Station (Intercom phone)  S/N 12731920            Conference
TMX-2105Blk                             400107868               File Room
Cell Phone                              SCP-5300                George Wise
Cell Phone                              SCP-5300                Cory Zass

                                      -17-




                                        InterContinental Life Corporation


                                        By:


                                        Name:__________________________________

                                        Title:_________________________________




                                        Actuarial Risk Consultants, Inc.


                                        By:


                                        Name:__________________________________

                                        Title:_________________________________



                                        George Wise

                                      -18-



<PAGE>


                                  Exhibit 2.04

     1.   InterContinental  Life  Corporation  Employees  Savings and Investment
          Plan

     2.   InterContinental Life Corporation Employees Retirement Plan

     3.   InterContinental Life Corporation Medical Insurance Plan

     4.   InterContinental Life Corporation Dental Insurance Plan

     5.   InterContinental Life Corporation Group Life Insurance Plan

     6.   InterContinental Life Corporation Long Term Disability Plan

     7.   InterContinental Life Corporation Section 125 Plan

     8.   InterContinental Life Corporation Tuition Reimbursement Plan

                                     -19-


</TEXT>
</DOCUMENT>
