PIONEER FINANCIAL SERVICES INC
STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>7
<FILENAME>pfs-pesagrmt_615648.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>
                                                                   Exhibit 10.10

                            STOCK PURCHASE AGREEMENT


     This Agreement is made and entered into this 29th day of October, 2003, but
is agreed to be effective as of the 30th day of September,  2003, by and between
Pioneer  Financial  Industries,  Inc.,  a Nevada  Corporation,  ("PFI") with its
principal  offices  located  at 955 S.  Virginia,  Ste.  116 Reno,  NV 89502 and
Pioneer  Financial  Services,  Inc.,  a Missouri  Corporation,  ("PFS") with its
principal  offices located at 4700  Belleview,  Ste. 300, Kansas City, MO 64112.
Pioneer  Education  Services,  Inc.,  a  Nevada  Corporation,  ("PES")  with its
principal  offices  located at 3050 E. Desert Inn Rd., Ste.  126, Las Vegas,  NV
89121 is a party to this  Agreement  to the  extent of the  representations  and
warranties set forth herein.

     Whereas PFI owns all of the outstanding stock of PES; and,

     Whereas PFS is desirous of purchasing all of the stock of PES from PFI,

     In  consideration  of the mutual  covenants set forth below, and other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the parties agree as follows, intending to be legally bound:

1       Agreement to Purchase.  PFS agrees to purchase from PFI 50,000 shares of
the common stock of PES (the "Shares"),  par value $1.00 per share, effective on
the  date set  forth  above  at a  purchase  price  of  $56,749.12.  The  Shares
constitute  all of the  issued and  outstanding  shares of any class of stock of
PES.  Such Shares shall be duly and validly  issued and,  when issued,  shall be
fully paid and non-assessable.

2       Closing and Payment of the Purchase Price.

        2.1    The Closing  shall take place at 10:00 AM on October 29, 2003  at
the offices of PFS, Suite 300, 4700 Belleview,  Kansas City, MO or at such other
time and place as the parties may agree upon.

        2.2    At the  Closing  PFS shall  deliver in cash or other  immediately
available funds to PFI the entire aggregate purchase price.

        2.3    At the Closing, PFI shall deliver to PFS stock certificates, duly
endorsed  for  transfer,  free and clear of any and all  liens or  encumbrances,
together with  resignations  of any and all officers and directors of PES as PFS
shall  have  designated  in writing to PFI and PES at least one day prior to the
Closing.

3       Representations of the PFI.  PFI hereby  represents and  warrants to the
PFS as follows:

        3.1    PES is a corporation duly organized, legally existing and in good
standing under the laws of the state of Nevada. PES has the requisite  corporate
power to own and operate its properties and assets, and to carry on its business
as presently conducted and as proposed to be conducted. PES has no subsidiaries,
and is not a member of any  partnership  or joint  venture or


<PAGE>

limited liability company.  PES is qualified to do business in all jurisdictions
wherein the nature of its' activities require such qualification.


        3.2    The entire authorized capital stock of PES consists of  1,000,000
common shares,  par value $1.00 per share, of which 50,000 shares are issued and
presently outstanding.

        3.3    PFI has furnished to PFS such  financial statements and  informa-
tion as the parties  have  deemed  necessary  and  appropriate.  Such  financial
statements  were  prepared  in  accordance  with PES's  books and records and in
accordance with generally accepted accounting  principles and fairly present the
financial  position  and  results  of the  Company  as of the  dates and for the
periods indicated. The Company has no material liabilities or obligations, which
are not shown or provided for in such financial statements, except those arising
in the ordinary course of the Company's business.

        3.4    This  Agreement  has been  duly executed and delivered by PFI and
constitutes  the legal,  valid and binding  obligation  of PFI,  enforceable  in
accordance  with its terms.  The  execution,  delivery and  performance  of this
Agreement by PFI and the  consummation  by it of the  transactions  contemplated
hereby does not require the consent, waiver, approval,  license or authorization
of any person,  entity or public  authority which will not have been obtained on
or prior to Closing.

        3.5    Neither  the  execution and delivery of this  Agreement  nor  the
consummation of the transactions  contemplated hereby will violate any provision
of  the  articles  of  incorporation  or  by-laws  of  either  PFI or PES or any
subsidiary of either or violate, or be in conflict with, or constitute a default
(or an event  which,  with notice or lapse of time or both,  would  constitute a
default)  under,  or result in the termination of, or accelerate the maturity of
any debt or  obligation  pursuant to, or result in the creation or imposition of
any  encumbrance  upon  any  property  or  assets  of  either  PFI or PES or any
subsidiary  of either under any  agreement or  commitment to which PFI or PES or
any  subsidiary of either is a party or by which PFI or PES or any subsidiary of
either is bound,  or to which the  property of PFI or PES or any  subsidiary  of
either is  subject,  or  violate  any  federal or state  statute or law,  or any
judgment,  decree,  order,  regulation  or rule of any federal or state court or
domestic governmental authority.

        3.6    PES has filed all tax returns of any nature which are required to
have been filed by the effective date of this Agreement.  PES has paid all taxes
due shown on such tax  returns.  No tax  returns of PES are under  audit at this
time.  PES is not a party  to any tax  sharing  agreement  with  its  parent  or
affiliated corporations.

4       Representations of the PFS.  PFS acknowledges  that the Shares are being
offered and sold in reliance upon exemptions  from federal and state  securities
laws. In connection with these exemptions, PFS hereby represents and warrants to
PFI and to PES as follows:

        4.1    The Shares will be acquired for PFS' own account  for  investment
and not with the view toward resale or distribution thereof.

        4.2    PFS is able to bear the economic risks of an  investment  in  the
Shares and is able to hold the Shares for an indefinite period of time.

                                       2
<PAGE>

        4.3    PFS  and  its  officers and  directors  have such  knowledge  and
experience in financial and business matters that they are capable of evaluating
the merits and risks of an investment in PES.

        4.4    PFS has taken the opportunity to conduct a due diligence investi-
gation of PES, has reviewed its  financial  and other  records,  and has had the
opportunity to ask questions of and receive  answers from management of PES. All
such  questions  have been  answered to the full  satisfaction  of PFS.  PFS has
carefully  evaluated  the  business  of PES and the risks  associated  with this
investment.

        4.5    PFS  understands and  acknowledges  that the Shares have not been
registered  with the  U.S.  Securities  Exchange  Commission  or with any  state
securities  administrator.  PFS  acknowledges  that  PES is not  subject  to the
reporting requirements of the Securities Exchange Act of 1934. Accordingly,  PES
is not obligated to make the filings and reports, or make publicly available the
information,  which is a condition to the  availability  of Rule 144 promulgated
under the Securities Act of 1933.

        4.6    PFS has taken  all  necessary  corporate  action to authorize the
execution of this agreement and the fulfillment of the transactions contemplated
herein.

5       Limitation on Transfer of Shares.  PFS acknowledges and understands that
there are substantial  restrictions on the  transferability  of the Shares under
federal and applicable  state securities laws. Since the Shares will not be, and
PFS has no right to require that they be, registered under the Securities Act of
1933 or applicable  state securities laws, the Shares may not be, and PFS agrees
that they  shall  not be,  offered  or sold  unless  such  sale is  exempt  from
registration  under the Securities Act and any applicable state securities laws.
PFS further acknowledges that PES is under no obligation to aid PFS in obtaining
any exemption from the  registration  requirements.  PFS  understands and agrees
that  the  Shares  will  bear and be  subject  to a  legend  referring  to these
restrictions.

6       Termination of Agreement.  The representations, warranties and covenants
of the parties shall survive the closing of the purchase of the Shares hereunder
for a period of two years.

7       General

        7.1    Entire  Agreement.  This Agreement constitutes the entire  agree-
ment of the  parties,  supersedes  any prior terms  sheets,  letter of intent or
agreements,  and may not be changed,  nor any of its provisions waived,  without
the written consent of all the parties.

        7.2    Binding  Effect.  This Stock Purchase Agreement  shall be binding
upon and inure to the  benefit of PFI and its  successors  and assigns and shall
not be assignable by PFS without the prior written consent of the Company.  This
Agreement  shall inure to the  benefit of PFS and shall be binding  upon PFS and
its successors and assigns.

        7.3    Missouri Law.  This Agreement shall be  construed  in  accordance
with and be  governed  by the laws of the State of  Missouri  without  regard to
choice of law principles.


                                       3
<PAGE>

        7.4    Notices.   All  notices  and  other  communications  required  or
permitted  to be given  under this  Agreement  shall be in writing  and shall be
deemed to have been fully given if  delivered  personally  or sent by  certified
mail, postage prepaid, to the party to receive such notice at the address of the
Corporations, or to any other address or addresses as may hereafter be specified
by notice given by any of the above for itself to the others.

      IN WITNESS WHEREOF,  the parties hereto have agreed as of the day and year
first above written.


                                    PIONEER FINANCIAL INDUSTRIES, INC.,
                                    a Nevada corporation

                                    By:     /s/ William D. Sullivan
                                            -----------------------------
                                    Name:  William D. Sullivan
                                    Title: President
ATTEST:


/s/ J.A. Sullivan
------------------------------
Name:  J.A. Sullivan
Title:  Vice President


                                    PIONEER FINANCIAL SERVICES, INC.,
                                    a Missouri corporation

                                    By:     /s/ William D. Sullivan
                                            -----------------------------
                                    Name:  William D. Sullivan
                                    Title: Chief Executive Officer
ATTEST:

/s/ Thomas H. Holcom
------------------------------
Name:   Thomas H. Holcom
Title:  President & C.O.O.


                                    PIONEER EDUCATION SERVICES, INC.,
                                    a Nevada corporation

                                    By:     /s/ William D. Sullivan
                                            -----------------------------
                                    Name:   William D. Sullivan
                                    Title:  President
ATTEST:

Thomas H. Holcom
------------------------------
Name:  Thomas H. Holcom
Title:  Secretary



                                       4

</TEXT>
</DOCUMENT>
