FINANCIAL INDUSTRIES CORP
EXHIBIT 10.2 - JNT -SPA
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>jem-spa.txt
<DESCRIPTION>EXHIBIT 10.2 - JNT -SPA
<TEXT>
                                  EXHIBIT 10.2

                            STOCK PURCHASE AGREEMENT

     This Stock Purchase  Agreement (this  "Agreement") is made and entered into
as of this  ______  day of May,  2003,  by and among JNT  Group,  Inc.,  a Texas
corporation  (the  "Company"),  Earl  W.  Johnson  ("Johnson"  or  "Seller")  an
individual  residing in the state of Texas, Total Compensation Group Consulting,
Inc., a Texas corporation  ("TCG"),  Financial Industries  Corporation,  a Texas
corporation  ("FIC"),  and FIC Financial  Services,  Inc., a Nevada  Corporation
("Purchaser" or "FICFS").

     WHEREAS, Seller and TCG are the owners of all of the issued and outstanding
shares of the Company's capital stock,  which consists of 1,000 shares of common
stock par value $1.00 per share ("Company Stock");

     WHEREAS,  Seller desires to sell the Company Stock to the Purchaser, on the
terms and subject to the conditions set forth herein; and

     WHEREAS,  the  Purchaser  desires to purchase all of the  Seller's  rights,
title and  interest  to the  Company  Stock,  on the terms  and  subject  to the
conditions set forth herein; and

     WHEREAS, the Purchaser desires TCG to affirm the status of its ownership in
the Company,  which, in connection with a separate transaction involving TCG and
FIC or one of its affiliates,  will become  derivatively  owned by FIC after the
completion of such transaction.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained in this Agreement, and for other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     Section 1. Purchase and Sale of the Company Stock.

     1.1  Purchase  and Sale;  Closing.  At the Closing  (as defined  below) the
Purchaser  shall  purchase,  and the Seller shall to sell to the Purchaser  (the
"Purchase"),  the Company  Stock.  The purchase price for the Company Stock (the
"Purchase  Price")  shall be paid  solely to the Seller and shall  consist of an
aggregate sale price equal to the sum of (a)  $514,583.45 in cash, by payment of
cashier's  check or wire transfer of immediately  available funds to the account
of Seller set forth on Schedule 1.1 attached  hereto;  and (b) a total of 16,710
[$243,966  divided by $14.60] shares of FIC's common stock,  par value $0.20 per
share (the "FIC  Stock").  All  consideration  paid by Purchaser for the Company
Stock owned by TCG is set forth in a separate agreement between  Purchaser,  FIC
and the shareholders of TCG dated even date herewith (the "TCG  Agreement"),  it
being understood that no separate  consideration is being exchanged  between FIC
and TCG related to the Company  Stock held by TCG.  The portion of the  Purchase
Price which  involves the exchange of FIC Stock for the Company Stock is subject

                                     - 1 -


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to the terms and conditions of sections 1.2 and 4.4 herein. At the Closing,  the
Seller and TCG shall deliver to the Purchaser  certificates  representing all of
the outstanding Company Stock,  against payment by the Purchaser of the Purchase
Price.  The  Company  Stock  acquired  in the  Purchase  shall be  delivered  to
Purchaser  at the  Closing,  free and  clear  of any and all  liens,  claims  or
encumbrances  (other  than any such  liens,  claims or  encumbrances  created by
Purchaser).  Subject to  satisfaction  of all  conditions to close,  the Closing
shall occur at such place and time as the parties may mutually  agree.  The date
on which the Closing actually occurs is referred to herein as the Closing Date.

     1.2 Stock Restrictions.  The FIC Stock issued to Seller pursuant to Section
1.1 shall be held in escrow by Purchaser as follows:

          (a)  Establishment of the Escrow Fund. At the Closing,  all of the FIC
     Stock  issued to Seller  will be  deposited  with  Purchaser  to be held in
     escrow (the "Escrow  Fund").  The Escrow Fund will be governed by the terms
     set forth in this Section 1.2.

          (b) Escrow  Period;  Distribution  of Escrow Fund upon  Termination of
     Escrow Period. Subject to the following requirements, the Escrow Fund shall
     be in existence  beginning  on the Closing Date and shall  terminate on the
     date which is three (3) years from the Closing  Date.  The FIC Stock in the
     Escrow Fund shall be distributed  as follows:  (i) on the date which is one
     year from the Closing Date,  as long as the  employment  agreement  between
     FICFS and Johnson,  dated even date herewith (the  "Employment  Agreement")
     has not been terminated according to its terms,  Purchaser shall distribute
     one-third  (1/3) of the FIC Stock held in the Escrow Fund to Johnson;  (ii)
     on the  date  which is two  years  from the  Closing  Date,  as long as the
     Employment  Agreement  has not  been  terminated  according  to its  terms,
     Purchaser shall  distribute  one-half (1/2) of the remaining FIC Stock held
     in the Escrow Fund to  Johnson;  and (iii) on the date which is three years
     from the Closing  Date,  as long as the  Employment  Agreement has not been
     terminated according to its terms, Purchaser shall distribute the remaining
     FIC  Stock  held in the  Escrow  Fund to  Johnson.  Any  sales of FIC Stock
     released  from the  Escrow  Fund will  remain  subject to  compliance  with
     applicable federal and state securities laws.

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          (c) Forfeit of Shares in Escrow Fund. If at any time during the period
     which is within three (3) years of the Closing Date, Johnson terminates the
     Employment  Agreement  for other than Good Reason,  or is  terminated  with
     Cause, as such terms are defined in the Employment Agreement,  Seller shall
     forfeit  any  amount of FIC Stock  remaining  in the  Escrow  Fund and such
     shares shall revert to Purchaser.

     Section 2.  Representations and Warranties of the Seller. The Seller hereby
represents  and  warrants  to  Purchaser  and FIC  that,  as of the date of this
Agreement:

     2.1  Organization  and Standing.  The Company is a corporation duly formed,
validly  existing and in good standing under the laws of the State of Texas. The
Company  has all  requisite  corporate  power and  authority  to own,  lease and
operate its properties and to carry on its business as now being conducted.  The
Company is duly  qualified or  registered as a foreign  corporation  to transact
business under the laws of, and in each jurisdiction where, the character of its
activities or the location of the properties owned or leased by it requires such
qualification or registration,  except where the failure to be so duly qualified
or licensed  and in good  standing  could not  reasonably  be expected to have a
material  adverse effect on the business,  properties,  results of operations or
condition  of the Company  and its  subsidiaries  taken as a whole (a  "Material
Adverse Effect").

     2.2 Authority.

          (a) All  corporate  action  on the part of  Seller  necessary  for the
     authorization,  execution,  delivery and  performance of this Agreement and
     any other  documents,  instruments  and  transactions  contemplated by this
     Agreement (collectively,  the "Documents"),  and the performance of all the
     obligations  of Seller  hereunder  have  been  taken or will be taken at or
     prior to the  Closing.  The  execution,  delivery and  performance  of this
     Agreement  and the  Documents  and  the  consummation  of the  transactions
     contemplated  hereby and thereby have been duly and validly  authorized  by
     the Board of  Directors of the Company  (the  "Board"),  do not require any
     further  corporate  proceedings on the part of the Company,  and do not and
     will not violate or conflict with the Company's  Articles of  Incorporation
     or Bylaws.  This Agreement and the Documents have been and will be duly and
     validly  executed  and  delivered  by  the  Company  and  the  Seller,  and
     constitute  valid and legally  binding  obligations  of the Company and the
     Seller,  enforceable  against the Company and the Seller in accordance with
     their respective terms,  except that enforcement  thereof may be limited by
     (i) bankruptcy, insolvency, reorganization,  moratorium or similar laws now
     or hereafter in effect relating to creditors' rights and remedies generally
     and (ii) general principles of equity (regardless of whether enforceability
     is considered in a proceeding at law or in equity).

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          (b) Seller has the capacity to execute and deliver this Agreement,  to
     carry out his  obligations  hereunder  and to consummate  the  transactions
     contemplated hereby. This Agreement has been duly executed and delivered on
     behalf of the Seller and,  assuming the due  authorization,  execution  and
     delivery  by  the  Purchaser,   constitutes  a  legal,  valid  and  binding
     obligation of Seller  enforceable in accordance  with its terms,  except as
     may  be  limited  by  bankruptcy,  insolvency,  moratorium  or  other  laws
     affecting creditors' rights generally and general principles of equity.

     2.3 Absence of Conflicting  Agreements or Required Consents. The execution,
delivery and  performance  by the Seller and the Company of this  Agreement does
not and will not  violate,  conflict  with or result in the breach or default of
any provision of the Company's  Articles of Incorporation or Bylaws.  Other than
as set forth in  Schedule  2.3  attached  hereto,  except  for such  violations,
conflicts,  breaches, defaults,  consents,  approvals,  authorizations,  orders,
Actions,  registrations,  filings, declarations,  notifications and Encumbrances
that would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect or materially  impair or delay the consummation of the
transactions contemplated hereby, the execution, delivery and performance by the
Seller and the Company of this  Agreement do not and will not (a) conflict  with
or violate any law or Governmental Order applicable to the Seller or the Company
or any of their  respective  properties  or assets,  (b)  require  any  consent,
approval,  authorization  or other order of, action by,  registration  or filing
with or declaration or notification to any  Governmental  Authority or any other
party, or (c) conflict with,  result in any violation or breach of, constitute a
default  (or event  which with the  giving of notice,  or lapse of time or both,
would become a default) under,  require any consent under, or give to others any
rights  of  termination,  amendment,  acceleration,  suspension,  revocation  or
cancellation  of, or result in the  creation  of any  Encumbrance  on any of the
Seller's or the  Company's  respective  assets,  or result in the  imposition or
acceleration of any payment, time of payment,  vesting or increase in the amount
of compensation or benefit  payable,  pursuant to, any note,  bond,  mortgage or
indenture, contract, agreement, lease, sublease, license or permit, or franchise
to which  the  Seller or the  Company  is a party or by which  their  respective
assets are bound.

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     2.4  Ownership of the Company  Stock.  The Seller (other than and excluding
the  rights,  title and  interest  in the  Company  Stock owned by TCG) owns all
rights, title and interest (legal or beneficial) in and to all the Company Stock
of the  Company,  free  and  clear  of all  liens  or  other  encumbrances.  The
authorized  capital of the Company  immediately prior to the Closing consists of
1,000,000  shares of common  stock,  par value $1.00,  of which 1,000 shares are
issued and outstanding.  There are no other authorized or outstanding classes or
series  of  capital  stock  of  the  Company.   Upon  the  consummation  of  the
transactions  contemplated  hereby,  Purchaser will own, directly or indirectly,
100% of the issued and  outstanding  shares in the Company.  No person or entity
has any preemptive  right to purchase any shares or any other  securities of the
Company. There are no outstanding securities or other instruments of the Company
which are  convertible  into or  exchangeable  for any shares of the Company and
there are no  commitments  to issue such  securities or instruments or otherwise
make a person or entity a  shareholder  of the  Company  (except  the  Purchaser
pursuant  to this  Agreement).  Except as set forth in  Schedule  2.4,  attached
hereto, there is no existing option,  warrant, right, call, or commitment of any
character  granted or issued by the Company governing the issuance of any shares
of the  Company  or any  "phantom"  securities  giving the  holder  thereof  any
economic  attributes of ownership.  All shares of the Company have been offered,
issued and sold in compliance with applicable law. The Company Stock constitutes
all of the outstanding shares of the Company.

          (b) The Seller has good and marketable  title to, and owns, the Common
     Stock,  beneficially  and of  record.  The  Common  Stock is fully paid and
     non-assessable  and,  except  for any  right of the  Purchaser  under  this
     Agreement,  is free and  clear  of all  Encumbrances,  demands,  preemptive
     rights and adverse  claims of any nature.  The Seller has full voting power
     over all Common Stock, subject to no proxy, shareholders' agreement, voting
     trust or other agreement relating to the voting of any of the shares of the
     Company.  There is no agreement  between the Seller and any other person or
     entity  with  respect  to the  disposition  of the Common  Stock.  Upon the
     consummation  of the  Closing  the  Seller  will  have  transferred  to the
     Purchaser good title to all Common Stock.

                                     - 5 -


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     2.5 Litigation. Except as disclosed in Schedule 2.5, (i) there is no Action
against the Seller or TCG (with respect to the Company) or the Company  pending,
or, to the  knowledge of the Seller or the Company,  threatened to be brought by
or before  any  person,  entity  or  Governmental  Authority,  in each case with
respect to the Company,  which would, if adversely  determined as to such Seller
or the Company,  result in a liability  to the Company,  (ii) neither the Seller
nor the Company are subject to any Governmental  Order (nor, to the knowledge of
the Company and the Seller, are there any such Governmental Orders threatened to
be  imposed by any  Governmental  Authority),  in each case with  respect to the
Company and (iii) there is no Action pending, or, to the knowledge of the Seller
or the Company, threatened to be brought before any Governmental Authority, that
seeks to  question,  delay  or  prevent  the  consummation  of the  transactions
contemplated hereby.

     2.6 Financial Statements.  Except as noted thereon, the unaudited financial
statements of the Company provided to Purchaser by Seller for the periods ending
December 31,  2001,  December  31,  2002,  and  February 28, 2003 (the  "Company
Financial  Statements")  were prepared on a modified cash basis of accounting to
reflect the accrual of certain  expenses and the  recording of certain  accounts
receivable  and certain  accounts  payable,  but  otherwise in  accordance  with
Statements  of  Standards  for  Accounting  and  Review  Services  issued by the
American Institute of Certified Public Accountants (the "Standards"), applicable
to the business of the Company during the periods involved, consistently applied
in accordance with past accounting  practices,  and fairly present the financial
condition  and the results of  operations of the Company as of the dates and for
the periods  indicated.  Seller  represents  and warrants that as of the Closing
Date,  the Company will have at least $84,000 in assets (the "Closing  Assets"),
which will be reflected on a balance sheet as of the Closing  Date,  prepared in
accordance  with the  Standards.  The Closing  Assets  will  consist of at least
$42,000 in  combined  cash and  receivables  from  parties  other  than  Paragon
Benefits,  Inc., The Paragon Group,  Inc. or Paragon  National,  Inc.  Necessary
adjustments to the Company Financial  Statements have been made in order for the
Company's  tax returns to be prepared  and filed on a cash basis of  accounting.
Except as set forth on Schedule  2.6 attached  hereto,  the Company did not have
any debts,  obligations,  guaranties of  obligations  of another or  liabilities
(contingent  or  otherwise)  that  would  be  required  in  accordance  with the
Standards  to be  disclosed in the Company  Financial  Statements,  or otherwise
disclosed in a manner consistent with past accounting practices.

                                     - 6 -


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     2.7 Absence of Certain  Changes or Events.  Except as set forth on Schedule
2.7 attached hereto,  since December 31, 2002 through the date of this Agreement
and the Closing,  (a) other than in the ordinary  course of business  consistent
with past practice, the Company has not sold,  transferred,  leased,  subleased,
licensed or otherwise  disposed of any material assets (for the purposes of this
clause (a), a "material asset" is an individual asset that has a value in excess
of $10,000 or assets that have an aggregate value in excess of $25,000); (b) the
Company  has not made  any  material  change  in any  method  of  accounting  or
accounting  practice or policy used by the Company,  other than changes required
by law; (c) the Company has not suffered any material  casualty  loss or damage,
whether  or not  covered  by  insurance;  (d) there  has not been any  direct or
indirect  redemption or other acquisition by the Company of any Common Stock, or
any declaration,  setting aside or payment of any distribution in respect of the
Common  Stock;  (e)  there has not been any  Material  Adverse  Effect;  (f) the
Company has been operated only in the ordinary and usual course  consistent with
past practice; (g) the Company has not created,  incurred, assumed or guaranteed
any liabilities, obligations or Indebtedness for borrowed money (other than from
Purchaser); (h) the Company has not compromised,  settled, granted any waiver or
release relating to, or otherwise adjusted any material Action,  Indebtedness or
any  other  claims or rights of the  Company;  (i) the  Company  has not paid or
promised a bonus to any employee  (unless such bonus is reflected on or reserved
against in the Company  Financial  Statements),  (j) the Company has not entered
into any employment or consulting  agreement or arrangement  with any person and
no prior  employment  agreements or consulting  agreements or arrangements  have
been modified, and (k) the Company has not entered into any agreement, contract,
commitment or arrangement to do any of the foregoing.

     2.8 Material  Contracts.  Schedule  2.8,  attached  hereto,  sets forth all
Material  Contracts of the Company as of the date hereof.  Complete and accurate
copies  of all  written  Material  Contracts  listed in  Schedule  2.8 have been
delivered  or  made  available  to the  Purchaser  (except  as  otherwise  noted
therein).  Except as set forth in Schedule  2.8, (a) each  Material  Contract is
legal,  valid and binding on the Company and, to the knowledge of the Seller and
the Company,  the other parties thereto,  and enforceable in accordance with the
terms  thereof,  (b) each  Material  Contract is in full force and  effect,  (c)
neither the Company nor the Seller are in default  under any Material  Contract,
(d) neither the Seller nor the Company has waived any of their respective rights
under any  Material  Contract  and (e) to the  knowledge  of the  Seller and the
Company,  no other party to any Material  Contract has breached or is in default
thereunder and there does not exist any event or condition that, with or without
the lapse of time or the giving of notice, would become such a breach or default
or would cause the acceleration of any obligation thereunder.

                                     - 7 -


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     2.9 Insurance.  Except as set forth in Schedule 2.9,  attached hereto,  (i)
all  insurance  policies  to which  the  Company  is a party or under  which the
Company is covered as an additional  named insured or otherwise (or  replacement
policies therefore) are in full force and effect, and the Sellers or the Company
has paid all premiums due and are not in default, (ii) no notice of cancellation
or non-renewal  with respect to, or  disallowance  of any claim under,  any such
policy has been  received  by the Seller or the  Company  and (iii)  neither the
Seller nor the Company have been refused  insurance with respect to the Company,
nor has  coverage  with  respect to the  Company  been  previously  canceled  or
materially limited, by an insurer to which Seller or the Company has applied for
such insurance,  or with which Seller or the Company has held insurance,  within
the last three years.

     2.10 Permits and Licenses; Compliance with Law.

          (a) Except as set forth in Schedule  2.10,  attached  hereto,  (i) the
     Company  currently  holds  all  the  permits,   licenses,   authorizations,
     certificates, exemptions and approvals of Governmental Authorities or other
     persons or entities  necessary for the current operation and conduct of the
     Company in all  material  respects as it is being  conducted by the Company
     (collectively,  "Permits"),  and all  Permits are in full force and effect,
     (ii) the  Company has not  received  written  notice from any  Governmental
     Authority revoking, canceling, rescinding, materially modifying or refusing
     to renew any Permit and (iii) the Company is in  compliance in all material
     respects with the requirements of all Permits.

          (b) Except as disclosed in Schedule  2.10,  attached  hereto,  (i) the
     Company  is in  compliance  in all  material  respects  with  all  laws and
     Governmental Orders applicable to the conduct of the Company as it is being
     conducted  and (ii) the  Company has not been  charged by any  Governmental
     Authority with a violation of any law or any Governmental Order relating to
     the conduct of the Company.

                                     - 8 -


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            2.11       Employee Benefit Matters.

          (a) Schedule 2.11,  attached hereto,  identifies each Employee Benefit
     Plan.  Purchaser has been  furnished  copies of the Employee  Benefit Plans
     (and, if applicable,  related trust agreements) and all amendments  thereto
     and written  interpretations  thereof  together  with the three most recent
     annual reports (Form 5500 including, if applicable, Schedule B thereto) and
     the most recent actuarial  valuation report prepared in connection with any
     Employee  Benefit  Plan.  Neither  the  Company  nor  any  of  their  ERISA
     Affiliates have now, or have  maintained in the past, any Employee  Benefit
     Plan  which  is (i) a  multiemployer  plan,  (ii) a Title  IV Plan or (iii)
     Employee  Benefit Plan maintained in connection with any trust described in
     Section 501(c)(9) of the Internal Revenue Code (the "Code").

          (b) No transaction  prohibited by Section 406 of ERISA or Section 4975
     of the Code has  occurred  with  respect to any  Employee  Benefit  Plan or
     arrangement  which is covered by Title I of ERISA which  transaction has or
     will cause the Company to incur any material  liability  under  ERISA,  the
     Code or  otherwise,  excluding  transactions  effected  pursuant  to and in
     compliance with a statutory or administrative exemption.

          (c) Each Employee  Benefit Plan that is intended to be qualified under
     Section 401(a) of the Code is so qualified and has been so qualified during
     the period since its  adoption;  each trust created under any such Employee
     Benefit  Plan is exempt from tax under  Section  501(a) of the Code and has
     been so exempt since its  creation.  Purchaser  has been  provided with the
     most recent  determination  letter of the Internal Revenue Service relating
     to each such  Employee  Benefit Plan.  Each Employee  Benefit Plan has been
     maintained  in  substantial   compliance   with  its  terms  and  with  the
     requirements  prescribed by any and all applicable statutes,  orders, rules
     and regulations, including ERISA and the Code.

          (d) The Company  does not have any current or  projected  liability in
     respect of  post-employment  or  post-retirement  health or medical or life
     insurance benefits for retired, former or current employees of the Company.

                                     - 9 -


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          (e) Except as disclosed in Schedule 2.11, attached hereto, there is no
     contract,  plan or arrangement (written or otherwise) covering any employee
     or former employee of the Company that, individually or collectively, could
     give  rise to the  payment  of any  amount  that  would  not be  deductible
     pursuant to the terms of Section 280G of the Code and no employee or former
     employee of the  Company  will  become  entitled to any bonus,  retirement,
     severance,  job  security  or similar  benefit  or  enhanced  such  benefit
     (including  acceleration of vesting or exercise of an incentive award) as a
     result of the transactions contemplated hereby.

          (f) There are no pending,  or, to the knowledge of any Company, or the
     Seller,  threatened  or  anticipated,  claims  under or with respect to any
     Employee  Benefit  Plan, by any employee or  beneficiary  covered under any
     such Employee  Benefit Plan, or otherwise  involving such Employee  Benefit
     Plan (other than routine claims for benefits).

     2.12 Intellectual Property.  Except as disclosed in Schedule 2.12, attached
hereto, (a) the rights of the Company in or to its intellectual  property do not
conflict  with or infringe on the rights of any other person or entity,  and the
Company has not received any claim from any person or entity to such effect nor,
to the Company's nor the Seller's knowledge, has any such claim been threatened,
(b) the Company  owns,  licenses or  otherwise  have the right to use, all their
intellectual  property and (c) to the  knowledge  of the Company and Seller,  no
other person or entity is  infringing or diluting the rights of the Company with
respect to its intellectual property.

     2.13 Taxes.  Except as disclosed in Schedule 2.13, attached hereto, (i) all
income and  franchise  tax returns  required to be filed by the Company has been
timely filed,  and such income and franchise tax returns are true,  complete and
correct in all material  respects;  (ii) all income and franchise taxes shown on
such tax returns  have been  timely  paid other than such taxes,  if any, as are
described in Schedule 2.13 and are being contested in good faith and as to which
adequate reserves have been provided in the Company Financial Statements;  (iii)
no  adjustment  relating to such tax returns has been proposed in writing by any
tax authority and remains unresolved;  (iv) there are no tax liens on any of the
Company's  assets (other than liens for taxes that are not yet due and payable);
and (v) all income and  franchise  taxes that the  Company is  required  to pay,
withhold  or collect  have been duly paid,  withheld  or  collected  and, to the
extent required, have been paid to the proper tax authority.

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     2.14 No  Brokers.  There are no brokers,  financial  advisors or finders or
other  persons or entities  who have any valid  claim  against the Seller or the
Company,  or any of their  respective  assets for a  commission,  finders'  fee,
brokerage  fee,  advisory  fee or other  similar  fee in  connection  with  this
Agreement,  or the transactions  contemplated  hereby,  by virtue of any actions
taken by or on behalf of the  Company,  the  Seller or the  Company's  officers,
employees or agents.

     2.15  Enterprise  Interests.  Schedule 2.15 contains a complete and correct
listing of each company, entity or enterprise in which the Company has an equity
interest.

     2.16 Assets.  The Company has good and valid title to all  material  assets
the Company owns,  including those reflected in the Company Financial Statements
or  thereafter  acquired,  except those sold or otherwise  disposed of since the
date of the Company Financial Statements not in violation of this Agreement,  in
each case free and clear of all Encumbrances.

     2.17 Real  Property.  (a)  Schedule  2.17,  attached  hereto,  sets forth a
complete list of all real  property and interests in real property  owned in fee
by the Company (the "Owned Properties") and a complete list of all real property
and interests in real property  leased by the Company (the "Leased  Properties";
an Owned  Property  or a Leased  Property  being  sometimes  referred to herein,
individually,   as  a  "Subject   Property"   and   collectively,   as  "Subject
Properties").  The  Company  has  good and  marketable  fee  title to all  Owned
Property free and clear of all Encumbrances  except (i) as set forth on Schedule
2.17, (ii) easements,  covenants,  rights-of-way and other similar restrictions,
whether or not of record,  (iii) any conditions  that may be shown by a current,
accurate survey or physical inspection of any Subject Property made prior to the
Closing and (v) (A) zoning,  building and other  similar  restrictions,  and (B)
Encumbrances, easements, covenants, rights-of-way and other similar restrictions
that have been  placed by a  developer,  landlord  or other  third  party on any
Subject  Property which is not owned in fee by the Company and  subordination or
similar agreements  relating thereto.  Except as set forth on Schedule 2.17, all
buildings and  structures  included  within any Owned Property lie wholly within
the  boundaries of the Owned  Property and do not encroach upon the property of,
or otherwise  conflict with the property  rights of, any other party.  Except as
set forth in Schedule 2.17, the Company is the lessee of all the Leased Property
and is in possession of the premises purported to be leased thereunder, and each
such lease is a valid  obligation  of such lessee  without any material  default
thereunder by such lessee. The consummation of the transactions  contemplated by
this  Agreement  will not result in a breach of, or a default  under,  any lease
with respect to any Leased Property.

                                     - 11 -


<PAGE>


     2.18 No Undisclosed Liabilities.  Except as set forth on Schedule 2.18, and
except  for  such  debts,   obligations,   guaranties  or   liabilities   which,
individually  or in the  aggregate,  could not  reasonably be expected to have a
Material  Adverse  Effect,   the  Company  does  not  have  any  liabilities  or
obligations whatsoever,  whether accrued, contingent or otherwise. Seller agrees
to and does hereby  release the Company,  FIC and the Purchaser from and against
any and all loans  and other  indebtedness  owed to  Seller  by the  Company  in
connection  with all dates prior to the Closing  Date.  Seller knows of no basis
for any claim  against the Company or Seller for any  liability  or  obligation,
except  (a) to the  extent  set  forth or  reflected  in the  Company  Financial
Statements or disclosed on Schedule  2.6, (b) to the extent  expressly set forth
on any Schedule attached hereto or otherwise as described in this paragraph, (c)
liabilities  and  obligations  incurred  in the  normal and  ordinary  course of
business,  consistent with past practices both as to amount and frequency, since
December 31, 2002, or (d) those which,  individually or in the aggregate,  could
not reasonably be expected to have a Material Adverse Effect.

     2.19 Acknowledgements of the Seller. In connection with the issuance of the
FIC Stock as part of the Purchase Price, the Seller (a) understands that the FIC
Stock has not been registered under the Securities Act or the securities laws of
any  state  at the  time  the FIC  Stock is  delivered  to the  Seller;  and (b)
acknowledges  that each certificate  representing the FIC stock will be endorsed
with substantially the following legends:  THE SECURITIES  EVIDENCED HEREBY HAVE
NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR
ANY  STATE  SECURITIES  LAWS.  THEY MAY NOT BE SOLD OR  OFFERED  FOR SALE IN THE
ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO THE APPLICABLE SECURITIES
UNDER THE ACT AND ANY STATE  SECURITIES  LAWS OR PURSUANT TO AN  EXEMPTION  FROM
REGISTRATION.

     2.20 Employment Agreement of Johnson.  Johnson acknowledges that a material
inducement for  Purchaser's  payment of the Purchase Price  hereunder is Johnson
entering  into  an  employment   agreement   with   Purchaser,   which  contains
non-competition and non-solicitation provisions.

     2.21 Investment Representations.  Seller represents and warrants to FIC and
FICFS:

                                     - 12 -


<PAGE>


          (a)  that   Seller  and   Seller's   advisers   (including   a  Seller
     Representative,   if  any)  has  been  furnished  and  has  carefully  read
     information pertaining to FIC and its business profile;

          (b)  that   Seller  and   Seller's   advisers   (including   a  Seller
     Representative,  if any) has been  furnished all materials  relating to FIC
     and all  matters  related  to FIC which have been  requested,  and has been
     afforded the opportunity to obtain any additional  information necessary to
     verify the accuracy of any information set forth in FIC's business  profile
     and related materials;

          (c)  that   Seller  and   Seller's   advisers   (including   a  Seller
     Representative,  if any)  has had an  opportunity  to ask  questions  of or
     receive  answers  from  FIC  or  its  representatives,   and  FIC  and  its
     representatives  have answered all inquiries  which Seller and his advisers
     (including a Seller Representative, if any) has put to them concerning FIC,
     the FIC Stock or any other matters relating to FIC;

          (d)  Seller  understands  that the FIC Stock  has not been  registered
     under the Securities Act or under the  securities  laws of any state,  that
     FIC has no intention to register the FIC Stock, that Seller has no right to
     require such registration,  and that the FIC Stock cannot be sold unless it
     is registered under applicable  federal and state securities laws or unless
     exemptions from registration are available;

          (e)  Seller  understands  that an  investment  in FIC  involves a high
     degree of risk and  other  considerations  relating  to a  purchase  of FIC
     Stock, that Seller is subscribing for the FIC Stock without being furnished
     any offering  literature or prospectus  other than FIC's business  profile,
     and that this  transaction and FIC's business  profile most likely have not
     been scrutinized by, nor meet the investment  guidelines of, the securities
     administrator  in Seller's  state of  residence as would be the case with a
     full  registration  because  of the FIC  Stock  made  the  subject  of this
     issuance;

          (f) that Seller alone has the requisite knowledge,  sophistication and
     experience in financial and business matters to enable Seller to assess the
     relative  merits and risks of this  investment,  or together  with Seller's
     Representative has the requisite  knowledge,  sophistication and experience
     in financial and business matters to be capable of evaluating the risks and
     merits of this investment,  and has made such  investigations in connection
     herewith as have been deemed  necessary or desirable so as not to rely upon
     FIC or its representatives  for legal, tax or economic  information related
     to this investment;

                                     - 13 -


<PAGE>


          (g)  Seller  is not  relying  on FIC  or  its  representatives  or the
     references to any legal  opinions,  if any, with respect to the legal,  tax
     and other  economic  considerations  relating  to this  investment.  To the
     extent  that Seller has sought  advice with regard to such  considerations,
     Seller  has relied on the advice  of, or have  consulted  with,  his or her
     personal legal, tax, investment and/or other advisers;

          (h) No oral  or  written  representations  have  been  made or oral or
     written   information   furnished  to  Seller  or  Seller's  adviser(s)  in
     connection with FIC or the FIC Stock which are in any way inconsistent with
     the information provided to me related to FIC;

          (i) Seller  acknowledges  and  understands  that the actual results of
     operations  of FIC may vary  materially  from the  financial  forecast  and
     financial  projections contained in any business profile or plans, and that
     neither FIC, nor any of its officers, directors,  shareholders,  employees,
     agents or professionals,  including their  accountants and attorneys,  make
     any  representation  or warranty as to such actual results of operations or
     as to any  benefits  which  a  Seller  may be  allocated  pursuant  to this
     investment;

          (j) Seller has reached the age of  majority  (if a natural  person) in
     the jurisdiction of such Seller's  residence and is a qualified  accredited
     investor (whether by himself or together with a Seller Representative);

          (k) that Seller has adequate  means of providing for current needs and
     personal  contingencies,  has no need for liquidating this  investment,  is
     able to bear the  economic  risk of an  investment  in FIC, can sustain the
     loss of the entire  investment  without  economic  hardship if a total loss
     should occur, and Seller's  commitment to similar investments is reasonable
     in relation to Seller's net worth;

          (l) The FIC Stock  being  acquired  hereunder  is being  acquired  for
     Seller's own  account,  or for one or more  fiduciary  accounts as to which
     Seller has sole  investment  discretion,  for long-term  investment and not
     with a view to or for resale,  fractionalization  or division in connection
     with any distribution thereof;

                                     - 14 -


<PAGE>


          (m)  Seller  is not  subscribing  for the  purchase  of FIC Stock as a
     result of or  subsequent  to any  advertisement,  article,  notice or other
     communication  published  in any  newspaper,  magazine or similar  media or
     broadcast over television or radio, or any seminar or meeting;

          (n)  Seller  verifies,  under  penalty  of  perjury,  that the  social
     security or taxpayer identification number shown next to Seller's signature
     is true,  correct  and  complete  and that  Seller is not subject to backup
     withholding  either (i) because Seller has not been notified that Seller is
     subject  to  backup  withholding  as a result of a  failure  to report  all
     interest or  dividends,  or (ii) because the Internal  Revenue  Service has
     notified Seller that Seller is no longer subject to backup withholding;

          (o) Within five days after receipt of a request from FIC,  Seller will
     provide such  information  and deliver such  documents as may reasonably be
     necessary  to comply with any and all laws and  ordinances  to which FIC is
     subject.

         Section 2A.       Representations of TCG.

     2A.1  Acknowledgement of Consideration.  TCG hereby acknowledges that it is
receiving  no   consideration   in  connection   with  this  Agreement  and  the
transactions  contemplated  herein,  but  that  the  shareholders  of  TCG  have
contracted to receive sufficient  consideration with respect to the transactions
contemplated by the TCG Agreement and that such  consideration is adequately set
forth and contained in the TCG Agreement.

     2A.2 Authority.  All corporate  action on the part of TCG necessary for the
authorization,  execution,  delivery and  performance  of this Agreement and any
other  documents,  instruments and  transactions  contemplated by this Agreement
(collectively,  the "Documents"),  and the performance of all the obligations of
TCG hereunder  has been taken or will be taken at or prior to the Closing.  This
Agreement and the Documents have been and will be duly and validly  executed and
delivered by TCG , and constitute valid and legally binding obligations of TCG ,
enforceable  against it in accordance with their respective  terms,  except that
enforcement   thereof   may   be   limited   by  (a)   bankruptcy,   insolvency,
reorganization,  moratorium or similar laws now or hereafter in effect  relating
to creditors' rights and remedies generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).

                                     - 15 -


<PAGE>


     2A.3  Ownership  of the  Company  Stock.  TCG owns all  rights,  title  and
interest  (legal or beneficial) in and to 400 shares of the Company Stock,  free
and clear of all liens or other  encumbrances.  The  Company  Stock  acquired by
Purchaser  hereunder from TCG, when transferred and delivered in accordance with
the terms of this Agreement for the consideration set forth herein, will be duly
and validly issued,  fully paid, and  nonassessable,  and will be issued free of
any  encumbrances  (other  than  encumbrances  created  by  Purchaser)  and  any
restrictions on transfer.  TCG has not directly or indirectly,  since January 2,
2003, acquired or redeemed, or entered into any agreement providing for
the acquisition or redemption of, any shares of Company Stock.

     2A.4  Litigation.  There is no action,  suit,  proceeding or  investigation
pending or, to the knowledge of TCG,  threatened against the Company or TCG that
questions  the validity of this  Agreement or the right of the Company or TCG to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
hereby.

     Section 3. Representations of Purchaser.  Purchaser represents and warrants
to the Company, the Seller and TCG that:

     3.1  Authority.  FICFS (a) is duly  formed,  validly  existing  and in good
standing  under the laws of the  State of  Nevada,  (b) has full  organizational
power and authority to execute, deliver and perform this Agreement and any other
Documents to which it is a party. This Agreement and the Documents have been and
will be duly and validly executed and delivered by Purchaser, and, assuming this
Agreement and the Documents constitute the valid and legally binding obligations
of the Company and the Seller, this Agreement and the Documents constitute valid
and binding agreements of Purchaser, enforceable against Purchaser in accordance
with  their  terms,  except  that  enforcement  thereof  may be  limited  by (a)
bankruptcy,  insolvency,  reorganization,  moratorium  or  similar  laws  now or
hereafter in effect relating to creditors' rights and remedies generally and (b)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).

     3.2  Consents  and  Approvals.  No consent  from or filing  with any person
(including,  without  limitation,  any  governmental  authority)  on the part of
Purchaser is required in connection  with the execution or delivery by Purchaser
of  this  Agreement  or  the  consummation  by  Purchaser  of  the  transactions
contemplated hereby.

                                     - 16 -


<PAGE>


     3.3  Offering.  Subject to the truth and accuracy of the  Company's and the
Seller's  representations  and  warranties  set forth in  Section 2 and to TCG's
representations  and warranties set forth in Section 2A of this  Agreement,  the
offer and issuance of the FIC Stock as  contemplated by this Agreement is exempt
from  the  registration   requirements  of  any  applicable  state  and  federal
securities laws (other than notice filings  required under  applicable law), and
neither the  Purchaser nor any  authorized  agent acting on its behalf will take
any action that would cause the loss of such exemption.

     3.4 Litigation.  Except as set forth in Schedule 3.4 attached hereto, there
is no action,  suit,  proceeding  or  investigation  pending or, to  Purchaser's
knowledge,  threatened  against  Purchaser  that  questions the validity of this
Agreement  or the  right  of  Purchaser  to enter  into  this  Agreement  and to
consummate the transactions contemplated hereby.

     3.5 Ownership of Shares. The FIC Stock delivered by Purchaser  hereunder as
consideration  for a portion of the Purchase Price for the Company  Stock,  when
delivered in accordance  with the terms of this Agreement for the  consideration
set  forth  herein,   will  be  duly  and  validly   issued,   fully  paid,  and
nonassessable,  free and  clear of any  encumbrances  (other  than  encumbrances
created by the  Company or the Seller) and any  restrictions  on transfer  other
than under applicable  state and federal  securities laws and will convey to the
Seller good and marketable title to such FIC Stock.

     Section 4. Covenants and Agreements.

     4.1 Conduct of the Business Prior to Closing;  Access.  The Company and the
Seller covenant as follows:

          (a) Between the date hereof and the Closing Date,  except as expressly
     contemplated by this  Agreement,  or except with the written consent of the
     Purchaser  (which consent shall not be unreasonably  withheld),  the Seller
     and the Company will use all reasonable efforts to preserve the business of
     the Company intact,  to preserve the good will of customers,  employees and
     others  having  business  relations  with the Company,  to retain their key
     employees, and to maintain insurance in full force and effect, will operate
     their  business in the  ordinary  course of business  consistent  with past
     practice and will not:  (i) subject any of their assets to any  Encumbrance
     that will not be released at or prior to the  Closing  Date;  (ii) make any

                                     - 17 -


<PAGE>


     material  changes in the  operations  of the Company;  (iii) other than, in
     each  case,  in the  ordinary  course  of  business  consistent  with  past
     practice, sell, transfer, lease, sublease,  license or otherwise dispose of
     any  material  assets (for the purposes of this clause  (iii),  a "material
     asset" is an  individual  asset  that has a value in excess of  $10,000  or
     assets that have an aggregate  value in excess of $25,000);  (iv) (A) grant
     any  increase,   or  announce  any  increase,   in  the  wages,   salaries,
     compensation, bonuses, incentives, pension, severance or termination pay or
     other  benefits  payable by the Company to any of the officers or employees
     of the Company,  including any increase or change  pursuant to any Employee
     Benefit  Plan,  (B)  establish  or  increase  (or promise to  increase)  or
     accelerate  the  payment  or  vesting of any  benefits  under any  Employee
     Benefit  Plan with  respect to officers or  employees of the Company or (C)
     enter into any  employment,  consulting  or severance  agreements  with any
     officers or  employees  or  consultants  to the Company or change the terms
     thereof,  in the case of clauses  (A),  (B) and (C),  (v) make any material
     change in any method of accounting or accounting practice or policy used by
     the Company, other than changes required by Law; (vi) terminate or amend in
     any material  respect any  Material  Contract;  (vii) merge or  consolidate
     with, or acquire  securities  or any interest in, any person or entity,  or
     enter into any joint venture,  partnership or similar  arrangement;  (viii)
     fail to pay any creditor any amount owed to such  creditor  when due (after
     the expiration of any applicable grace periods),  except if any such amount
     is  being  disputed  in good  faith  in the  ordinary  course  of  business
     consistent  with  past  practice;  (ix)  terminate,  discontinue,  close or
     dispose  of any  business  operation  or  otherwise  materially  change the
     character or conduct of its  business;  (x)  declare,  set aside or pay any
     dividend or other  distribution  in respect of any the Company Stock;  (xi)
     make any commitments by the Company for any individual capital  expenditure
     in excess of $20,000;  (xii) amend the Company's  Articles of Incorporation
     or Bylaws; (xiii) amend any material term of any outstanding  Indebtedness,
     issue or sell any new debt securities,  create,  incur, assume or guarantee
     any  Indebtedness  or  enter  into  any new  credit  facility  (other  than
     roll-overs under existing facilities),  (xiv) compromise, settle, grant any
     waiver or release  relating to, or otherwise  adjust,  any material Action,
     Indebtedness or any other claims or rights of the Company;  (xv) enter into
     any new agreement,  contract,  commitment or arrangement that will continue
     in effect  after the Closing Date and not be  terminable  by the Company on
     not more  than 60 days'  written  notice  without  payment  of  premium  or
     penalty;  (xvi) make any change in the ownership of the Company or grant or
     assign any Company Stock, options, rights or phantom shares in the Company;
     or (xvii) enter into any agreement,  contract, commitment or arrangement to
     do any of the foregoing.

                                     - 18 -


<PAGE>


          (b) Pending  the Closing  Date,  the  Company  shall:  (i) Give to the
     Purchaser and its representatives  reasonable access during normal business
     hours to all of the employees, properties, books and records of the Company
     and furnish the Purchaser  and its  representatives  with such  information
     concerning the Company as the Purchaser may reasonably  require,  including
     such access and  cooperation as may be necessary to allow the Purchaser and
     its  representatives  to interview the employees,  to examine the books and
     records of the Company,  and to inspect the real  property  and  equipment;
     (ii)  Furnish  the  Purchaser  within 20 days  after the end of each  month
     ending  between the date of this Agreement and the Closing Date a statement
     of income and a balance sheet for the Company for the month just ended; and
     (iii)  From  time  to  time,  furnish  to  the  Purchaser  such  additional
     information   (financial  or  otherwise)  concerning  the  Company  as  the
     Purchaser may reasonably request (which right to request  information shall
     not be exercised  in any way which would  unreasonably  interfere  with the
     normal operations, business or activities of the Sellers or the Company).


     4.2 Cooperation.  Following the execution of this Agreement, the Purchaser,
the Seller and the Company agree as follows:

          (a) The parties  shall each use their  reasonable  best  efforts,  and
     shall  cooperate fully with each other in preparing,  filing,  prosecuting,
     and taking any other  actions with  respect to, any filings,  applications,
     requests, or actions which are or may be necessary, to obtain the consents,
     approvals,  authorizations or other orders of any Governmental Authority or
     other  person  which  are  or may  be  necessary  in  connection  with  the
     transactions contemplated by this Agreement.

          (b) Without  limiting the foregoing,  the Seller shall  cooperate with
     the  Purchaser  at the  Purchaser's  request and in so doing use their best
     efforts from and after the Closing Date to obtain  consents to the Material
     Contracts  set forth in Schedule  2.8, as required in  accordance  with the
     terms of such Material Contracts;

                                     - 19 -


<PAGE>


          (c) If the  Purchaser  or the Company  receives an  administrative  or
     other order or notification  relating to any violation or claimed violation
     of the rules and  regulations  of any  Governmental  Authority  that  could
     affect the Purchase's,  the Seller's or the Company's ability to consummate
     the transactions  contemplated  hereby,  the Purchaser,  the Sellers or the
     Company shall promptly  notify the other party or parties thereof and shall
     use its  reasonable  best efforts to take such steps as may be necessary to
     remove  any  such  impediment  to the  transactions  contemplated  by  this
     Agreement;  and no such notification  shall affect the  representations  or
     warranties of the parties or the conditions to their respective obligations
     hereunder; and

          (d) Subject to the terms and conditions of this Agreement, each of the
     parties agrees to use its  reasonable  best efforts to take, or cause to be
     taken,  all actions and to do, or cause to be done,  all things  necessary,
     proper or advisable  to  consummate  and make  effective  the  transactions
     contemplated  hereby as soon as practicable  but in no event later than the
     Closing.

     4.3 Taxes.  The Purchaser  shall be responsible for filing or causing to be
filed all tax returns  required to be filed by or on behalf of the Company after
the Closing Date.

     4.4 Registration Rights.

          (a) Registration of Shares.  For purposes of this Agreement,  "Holder"
     means Sellers and  "Registrable  Shares" means any shares of FIC Stock held
     by a Holder,  and any and all  shares of FIC Stock  issued as (or  issuable
     upon the  conversion  or exercise of any warrant,  right or other  security
     that is issued as) a dividend or other  distribution with respect to, or in
     exchange  for, or in  replacement  of, shares of FIC Stock held by a Holder
     until  the date on which (i) such  share of FIC Stock has been  effectively
     registered  under the Securities Act and disposed of in accordance with the
     a Shelf Registration  Statement (as defined below),  (ii) such share of FIC
     Stock  is  distributed  to the  public  pursuant  to  Rule  144  under  the
     Securities Act, or (iii) such share of FIC Stock may be sold or transferred
     pursuant to Rule 144(k) under the Securities Act (or any similar  provision
     then in effect).  During the time which a Holder holds Registrable  Shares,
     if FIC files with the SEC a shelf  registration  statement pursuant to Rule
     415 under the Securities Act (a "Shelf Registration Statement") on Form S-1
     or Form S-3, if the use of such form is then  available  as  determined  by
     FIC,  FIC agrees to include the  Registrable  Shares held by the Holders as
     part of such Shelf Registration  Statement.  FIC has no obligation pursuant
     to  this  section  4.4 or  this  Agreement  to  file a  Shelf  Registration
     Statement.

                                     - 20 -


<PAGE>


          (b)  Suspension  of  Registration.  Notwithstanding  anything  to  the
     contrary  in this  Section  4.4,  FIC may  prohibit  offers  and  sales  of
     Registrable Shares pursuant to a Shelf  Registration  Statement at any time
     if (A)(i) it is in possession of material non-public information,  (ii) the
     Board believes in good faith that such prohibition is necessary in order to
     avoid a legal requirement to disclose such material non-public  information
     and (iii) the Board believes in good faith that disclosure of such material
     non-public  information  would not be in the best  interests of FIC and its
     shareholders  or (B)(i) FIC has made a public  announcement  relating to an
     acquisition or business combination transaction including FIC and/or one or
     more of its subsidiaries that is material to FIC and its subsidiaries taken
     as a whole  and (ii) the  Board  believes  in good  faith  that it would be
     impracticable  at the time to obtain any financial  statements  relating to
     such acquisition or business combination transaction that would be required
     to be set  forth in the Shelf  Registration  Statement,  or (C) such  Shelf
     Registration  Statement contains financial information that no longer meets
     the  requirements  of any  applicable  rule of  Regulation  S-X (the period
     during which any such prohibition of offers and sales of Registrable Shares
     pursuant to a Shelf Registration  Statement is in effect pursuant to clause
     (A) or (B) of this  subsection  (c) is referred to herein as a  "Suspension
     Period").  A Suspension  Period  shall  commence on and include the date on
     which the Holders of  Registrable  Shares  covered by a Shelf  Registration
     Statement  receive  written  notice  from  FIC  that  offers  and  sales of
     Registrable  Shares  cannot  be made  thereunder  in  accordance  with this
     subsection (b) and shall,  with respect to each Holder,  end on the date on
     which that Holder either is advised in writing by FIC that offers and sales
     of Registrable Shares pursuant to the Shelf Registration  Statement and use
     of the prospectus  contained therein may be resumed (a "Resumption Notice")
     or  receives a copy of a  prospectus  supplement.  FIC agrees  that it must
     promptly  deliver  a  Resumption  Notice  to each  Holder  when none of the
     requisite  conditions  for the  Suspension  Period  continue  to exist or a
     prospectus supplement as soon as reasonably practicable.

          (c) Damages.  Neither FIC nor Purchaser  shall be liable to the Holder
     for any damages pursuant to this Section 4.4.

          (d) No Further  Obligations  of FIC.  Neither FIC nor Purchaser  shall
     have any further obligations to Holder pursuant to this Section 4.4.

                                     - 21 -


<PAGE>


          (e) Further  Obligations of the Holder.  In the event that FIC files a
     Shelf  Registration  Statement  in  connection  with  the  registration  of
     Registrable  Shares  pursuant to this Section 4.4,  Holder agrees to timely
     provide to FIC, at its request,  such  information  and materials as it may
     reasonably  request in order to effect the registration of such Registrable
     Shares.

          (f)  Expenses.  In the  event  that  FIC  files a  Shelf  Registration
     Statement  pursuant to this section  4.4, FIC shall bear,  on behalf of the
     Holder,  all reasonable  costs and expenses of such  registration  required
     under this  Section  4.4,  including,  but not  limited  to, the  Company's
     printing,  legal and  accounting  fees and  expenses,  and SEC filing fees.
     Holder  shall be  responsible  for any fees and  disbursements  of Holder's
     counsel. Further, neither FIC nor Purchaser shall have an obligation to pay
     or  otherwise  bear  the  commissions  or  discounts  attributable  to  the
     Registrable Shares being offered and sold by the Holder.

          (g) Indemnification of FIC.

               (i) Right to Indemnification. In the event that FIC registers any
          of the  Registrable  Shares under the Securities  Act, a Holder of the
          Registrable  Shares so registered will indemnify and hold harmless FIC
          and  Purchaser,  each of their  directors,  each of their officers who
          have  signed  or  otherwise  participated  in the  preparation  of the
          registration statement, and each underwriter of the Registrable Shares
          so registered (including any broker or dealer through whom such of the
          shares  may be sold)  from and  against  any and all  losses,  claims,
          damages,  expenses or liabilities,  joint or several, to which they or
          any of them may become  subject under the Securities  Act,  applicable
          state  securities  laws or under any other statute or at common law or
          otherwise,  and, except as hereinafter provided, will reimburse FIC or
          Purchaser and each such director, officer,  underwriter or controlling
          person for any legal or other expenses  reasonably incurred by them or
          any of them in connection with  investigating or defending any actions
          whether or not  resulting  in any  liability,  insofar as such losses,
          claims, damages, expenses,  liabilities or actions arise out of or are
          based  upon any untrue  statement  or alleged  untrue  statement  of a
          material  fact  contained  in  the  registration   statement,  in  any
          preliminary  or  amended  preliminary   prospectus  or  in  the  final
          prospectus  (or in the  registration  statement or  prospectus as from
          time to time  amended  or  supplemented)  or arise out of or are based
          upon the omission or alleged omission to state therein a material fact

                                     - 22 -


<PAGE>


          required  to be  stated  therein  or  necessary  in  order to make the
          statements  therein  not  misleading,  but  only  insofar  as any such
          statement or omission was made in reliance upon and in conformity with
          information  furnished  in writing to FIC in  connection  therewith by
          such Holder expressly for use therein;  provided,  however,  that such
          Holder's obligations  hereunder shall be limited to an amount equal to
          the proceeds  received by such Holder from Registrable  Shares sold in
          such registration.

               (ii) In order to provide for just and equitable  contribution  to
          joint  liability  under the Securities Act in any case in which FIC or
          Purchaser  seeks  indemnification  under this subsection (g) but it is
          judicially determined (by the entry of a final judgment or decree by a
          court of competent  jurisdiction  and the expiration of time to appeal
          or the denial of the last right of appeal)  that such  indemnification
          may not be enforced in such case  notwithstanding that this subsection
          (g)  provides  for  indemnification,   in  such  case,  then  FIC  (or
          Purchaser) and Holder will contribute to the aggregate losses, claims,
          damages  or   liabilities   to  which  they  may  be  subject   (after
          contribution  from others) in such  proportion  as is  appropriate  to
          reflect the relative  fault of FIC (or  Purchaser) on the one hand and
          of the  Holder  on the  other in  connection  with the  statements  or
          omissions   which  resulted  in  such  losses,   claims,   damages  or
          liabilities,  as well as any other relevant equitable  considerations.
          The relative  fault of FIC (or  Purchaser)  on the one hand and of the
          Holder on the other shall be  determined  by reference to, among other
          things,  whether the untrue or alleged untrue  statement of a material
          fact or omission or alleged  omission to state a material fact relates
          to  information  supplied by FIC (or  Purchaser) on the one hand or by
          the Holder on the other, and each party's relative intent,  knowledge,
          access to  information  and  opportunity  to correct  or prevent  such
          statement or omission;  provided, however, that, in any such case, (i)
          Holder will not be required to contribute  any amount in excess of the
          public  offering  price of all such  Registrable  Shares offered by it
          pursuant to such registration statement;  and (ii) no person guilty of
          fraudulent  misrepresentation  (within the meaning of Section 11(f) of
          the Securities Act) will be entitled to  contribution  from any person
          who was not  guilty of such  fraudulent  misrepresentation.  Except as
          otherwise  provided in this clause (ii), the provisions of Section 5.4
          shall  govern  the  notice  and  other   procedural   aspects  of  any
          indemnification claim brought pursuant to this subsection (g).

                                     - 23 -


<PAGE>


     4.5  Retirement  of  Certain  Debt.  Purchaser  agrees  to and does  hereby
covenant to retire those certain promissory notes (#73071 and #74431) payable to
Prosperity  Bank,  the  combined  principal  amount of which  shall  not  exceed
$89,062.84.

     Section 5. Indemnification.

     5.1  Survival.   The   representations,   warranties  covenants  and  other
agreements of the parties  contained herein or in any Document shall survive the
Closing for a period of two (2) years  following the Closing Date (the "Survival
Period").

     5.2 Indemnification by the Seller. The Seller shall indemnify Purchaser and
FIC and their affiliates,  partners, principals,  officers, directors, managers,
members, employees, independent contractors, agents, representatives,  and other
similarly   situated   parties,   and  the   successors,   heirs  and   personal
representatives of any of them (collectively,  "Purchaser Indemnified Parties"),
against and hold them harmless from any and all damage,  claim, loss,  liability
and expense (including, without limitation, reasonable expenses of investigation
and attorneys' fees and expenses) (collectively, "Damages") incurred or suffered
by any Purchaser  Indemnified  Party arising out of or relating to any breach of
any representation,  warranty, covenant or other agreement of the Company or the
Seller  contained  herein or in any  Document,  that is  asserted  in writing to
Seller prior to the  expiration  of the  Survival  Period.  Notwithstanding  the
provisions  of this Section 5.2, the maximum  liability of the Seller under this
Agreement  shall be the  aggregate  amount of  consideration  paid by  Purchaser
hereunder.

     5.3 Indemnification by Purchaser.  Purchaser shall indemnify the Seller and
his respective successors, heirs and personal representatives (collectively, the
"Seller Indemnified  Parties"),  against and hold them harmless from any and all
Damages incurred or suffered by any Seller  Indemnified  Party arising out of or
relating  to any  breach  of any  representation,  warranty,  covenant  or other
agreement of Purchaser contained herein or in any Document,  that is asserted in
writing  to  Purchaser   prior  to  the  expiration  of  the  Survival   Period.
Notwithstanding  the  provisions  of this Section 5.3, the maximum  liability of
Purchaser  under this Agreement shall be the aggregate  amount of  consideration
paid by Purchaser hereunder.

                                     - 24 -


<PAGE>


     5.4   Indemnification;    Notice   and   Settlements.   A   party   seeking
indemnification  pursuant to Sections 5.2 or 5.3 (an  "Indemnified  Party") with
respect  to a claim,  action or  proceeding  initiated  by a person who is not a
Purchaser  Indemnified  Party or a Seller  Indemnified  Party  shall give prompt
written  notice to the  party  from whom  such  indemnification  is sought  (the
"Indemnifying  Party") of the assertion of any claim, or the commencement of any
action or  proceeding,  in respect of which  indemnity may be sought  hereunder;
provided  that the failure to give such notice shall not affect the  Indemnified
Party's rights to indemnification hereunder, unless such failure shall prejudice
in any material respect the  Indemnifying  Party's ability to defend such claim,
action or proceeding.  The Indemnifying Party shall have the right to assume the
defense of any such action or  proceeding  at its expense.  If the  Indemnifying
Party shall elect not to assume the defense of any such action or proceeding, or
fails to make such an  election  within 20 days after it  receives  such  notice
pursuant to the first  sentence of this Section 5.4, the  Indemnified  Party may
assume such defense at the expense of the  Indemnifying  Party.  The Indemnified
Party shall have the right to participate in (but not control) the defense of an
action or proceeding  defended by the Indemnifying Party hereunder and to retain
its own counsel in connection  with such action or proceeding,  but the fees and
expenses of such counsel shall be at the Indemnified  Party's expense unless (i)
the Indemnifying Party and the Indemnified Party have mutually agreed in writing
to the retention of such counsel or (ii) the named parties in any such action or
proceeding  (including impleaded parties) include the Indemnifying Party and the
Indemnified  Party,  and  representation  of  the  Indemnifying  Party  and  the
Indemnified Party by the same counsel would create a conflict (in which case the
Indemnifying  Party shall not be  permitted to assume the defense of such claim,
action  or  proceeding);   provided  that,   unless   otherwise  agreed  by  the
Indemnifying  Party, if the Indemnifying  Party is obligated to pay the fees and
expenses of such counsel,  the Indemnifying Party shall be obligated to pay only
the fees and  expenses  associated  with one  attorney  or law firm (plus  local
counsel as required), as applicable,  for the Indemnified Party. An Indemnifying
Party shall not be liable under  Section 5.2 or 5.3 for any settlement  effected
without its written  consent,  of any claim,  action or proceeding in respect of
which indemnity may be sought hereunder.

                                     - 25 -


<PAGE>


     Section 6. Conditions to Closing.

     6.1  Conditions to  Purchaser's  or FIC's  Obligations.  The  obligation of
Purchaser  or  FIC to  consummate  the  transactions  to be  performed  by it in
connection  with  the  Closing  is  subject  to  satisfaction  of the  following
conditions:

          (a) No court or governmental  entity of competent  jurisdiction  shall
     have enacted, issued,  promulgated,  enforced or entered any order or other
     law (whether  temporary,  preliminary  or permanent)  that is in effect and
     enjoins  or   otherwise   prohibits   consummation   of  the   transactions
     contemplated by this Agreement.

          (b) The representations and warranties of the Company, Seller, and TCG
     contained herein (or in any certificate delivered pursuant hereto) that are
     qualified  by  reference  to a Material  Adverse  Effect  shall be true and
     correct  as of the  Closing  as if made  as of the  Closing  and all  other
     representations and warranties of the Company, Seller and TCG shall be true
     and correct as of the Closing as if made as of the Closing, except for such
     inaccuracies as have not had a Material Adverse Effect, and Purchaser shall
     have  received a  certificate  to such effect  dated the  Closing  Date and
     executed by a duly authorized officer of the Company.

          (c) The covenants and agreements of the Company, the Seller and TCG to
     be performed on or prior to the Closing  shall have been duly  performed in
     all material  respects,  and Purchaser shall have received a certificate to
     such  effect  dated the  Closing  Date and  executed  by a duly  authorized
     officer of the Company.

          (d) Seller and TCG shall have delivered certificates  representing the
     Company Stock in the name of Purchaser.

          (e) Johnson shall have entered into an employment contract with FICFS.

     6.2  Conditions  to the  Company's,  Seller's  and TCG's  Obligations.  The
obligation of the Company,  the Seller and TCG to consummate the transactions to
be performed by them in connection  with the Closing is subject to  satisfaction
of the following conditions:

          (a) No court or governmental  entity of competent  jurisdiction  shall
     have enacted, issued,  promulgated,  enforced or entered any order or other
     law (whether  temporary,  preliminary  or permanent)  that is in effect and
     enjoins  or   otherwise   prohibits   consummation   of  the   transactions
     contemplated by this Agreement.

                                     - 26 -


<PAGE>


          (b) The  representations  and warranties of Purchaser contained herein
     (or in any  certificate  delivered  pursuant  hereto) that are qualified by
     reference to a material  adverse effect shall be true and correct as of the
     Closing  as if made as of the  Closing  and all other  representations  and
     warranties  of Purchaser  shall be true and correct as of the Closing as if
     made  as of  the  Closing,  except  for  such  inaccuracies  as  would  not
     materially impair the transactions  contemplated by this Agreement, and the
     Company shall have received a certificate  to such effect dated the Closing
     Date and executed by Purchaser.

          (c) The  covenants  and  agreements of Purchaser to be performed on or
     prior to the  Closing  shall  have  been  duly  performed  in all  material
     respects, and the Company shall have received a certificate to such  effect
     dated the Closing Date and executed by Purchaser.

          (d) Purchaser shall have delivered the Purchase Price.

          (e) FICFS shall have entered into an employment contract with Johnson.

     Section 7. Termination.

     7.1 Termination.  This Agreement may be terminated at any time prior to the
Closing:

          (a) by mutual written agreement of the Seller and Purchaser; or

          (b) by either the Seller or Purchaser by giving written notice of such
     termination to the other party, if such other party shall breach any of its
     material covenants or agreements under this Agreement which would result in
     a failure of the  condition set forth in Section  6.1(b),  in the case of a
     termination by Purchaser, and the condition set forth in Section 6.2(b), in
     the case of a  termination  by the Seller,  and such breach,  if reasonable
     possibility of cure therefore exists, has not been cured within twenty (20)
     days  following  the  giving  of  written  notice  of  such  breach  by the
     non-breaching party to the breaching party; or

          (c) by either Purchaser or the Seller by giving written notice of such
     termination  to the other  party,  if any order  permanently  enjoining  or
     otherwise prohibiting consummation of the transactions  contemplated hereby
     shall become final and non-appealable; or

                                     - 27 -


<PAGE>


          (d) by  Purchaser  or the  Seller  by  giving  written  notice of such
     termination  to the other,  if any  condition to such  party's  obligations
     hereunder  has not been  satisfied or waived and the Closing shall not have
     occurred on or prior to May 30, 2003; provided,  however, that the right to
     terminate  this  Agreement  pursuant to this  Section  7.1(d)  shall not be
     available to any party who is then in material breach of this Agreement; or

          (e) by  Purchaser  or by the  Seller  if FICFS  and  Johnson  have not
     entered into the employment  agreement  contemplated by sections 6.1(e) and
     6.2(e) hereunder.

     7.2  Effect  of  Termination.  In the  event  of the  termination  of  this
Agreement in accordance with Section 7.1 hereof, this Agreement shall thereafter
become void and have no effect, and no party hereto or its respective affiliates
or their directors,  officers, employees,  shareholders or agents shall have any
liability to the other parties hereto or their respective affiliates, directors,
officers,  employees,  shareholders  or agents except for the obligations of the
parties  hereto;  provided,  that  nothing  herein  will  relieve any party from
liability for a breach of this Agreement prior to such termination.

     Section 8. Definitions.

     Unless otherwise stated in this Agreement,  the following capitalized terms
have the following meanings:

     "Action" means any action, suit, claim, arbitration,  grievance, complaint,
charge,  proceeding or investigation  (of which either the Seller or the Company
have knowledge) commenced by or pending before any Governmental Authority.

     "Employee  Benefit  Plans" means all  "employee  benefit  plans" within the
meaning of Section 3(3) of ERISA  (whether or not subject to ERISA),  all bonus,
stock option, stock purchase,  incentive,  deferred  compensation,  supplemental
retirement,  severance and other employee benefit plans,  programs,  policies or
arrangements,  and all employment,  retention, change of control or compensation
agreements,  in each  case for the  benefit  of, or  relating  to,  any  current
employee or former employee of the Company.

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

                                     - 28 -


<PAGE>


     GAAP means United  States  generally  accepted  accounting  principles  and
practices as in effect from time to time and applied consistently throughout the
periods involved.

     "Governmental  Authority"  means any United States federal,  state or local
government or any foreign government, any governmental, regulatory, legislative,
executive  or  administrative  authority,  agency or  commission  or any  court,
tribunal, or judicial body.

     "Governmental Order" means any order, writ, judgment,  injunction,  decree,
stipulation,  determination  or  award  entered  by  or  with  any  Governmental
Authority. Governmental Orders shall not include Permits.

     "Indebtedness"  means  obligations  with regard to borrowed money and shall
expressly not include either accounts  payable or accrued  liabilities  that are
incurred  in the  ordinary  course of  business or  obligations  under  capital,
financing or operating leases  regardless of how such leases maybe classified or
accounted for on financial statements.

     "Material  Contracts" means the written  agreements,  contracts,  policies,
plans,  mortgages,  understandings,  arrangements  or  commitments  to which the
Seller or the Company is a party as described below:

               (i) any  agreement  or  contract  providing  for  payments to any
          person or entity in excess of $20,000  per year,  excluding  leases of
          equipment or real  property or licenses  with respect to  Intellectual
          Property, which are subject to paragraph (iv) below;

               (ii) any employment  agreement,  consulting  agreement or similar
          contract;

               (iii) any  retention or severance  agreement or similar  contract
          with  respect to any  individual  who is to be employed by the Company
          following the Closing Date;

               (iv) any lease of  equipment  or real  property  or license  with
          respect to  Intellectual  Property  (other  than  licenses  granted in
          connection  with the  purchase of  equipment  or other  assets) by the
          Company  from  another  person or entity  providing  for  payments  to
          another person or entity in excess of $25,000 per year;

               (v) any  joint  venture,  partnership  or  similar  agreement  or
          contract of the Company;

               (vi) any  agreement  or  contract  under  which the  Company  has
          borrowed  or  loaned  any  money in  excess  of  $25,000  or issued or
          received any note,  bond,  indenture or other evidence of Indebtedness
          in  excess  of   $25,000  or   directly   or   indirectly   guaranteed
          Indebtedness,  liabilities  or  obligations  of others in an amount in
          excess of $25,000; or

                                     - 29 -


<PAGE>


               (vii) any agreement or contract with any officer, manager, Seller
          or employee of the Company or any of their family  members (other than
          employment agreements covered in clause (i) or agreements or contracts
          containing terms substantially similar to terms available to employees
          generally).

     Section 9. Miscellaneous.

     9.1  Successors  and Assigns.  The  provisions of this  Agreement  shall be
binding upon, and inure to the benefit of, the permitted respective  successors,
assigns, heirs, executors and administrators of the parties hereto.

     9.2 Entire Agreement. This Agreement,  including all schedules and exhibits
hereto, embody the entire agreement and understanding between the parties hereto
with respect to the subject  matter  hereof and thereof and  supersede all prior
agreements and understandings relating to such subject matters.

     9.3 Counterparts.  This Agreement may be executed in several  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.  Signatures  delivered by telecopy shall
be considered for all purposes to be the same as original signatures.

     9.4  Severability.  If any  provision  of this  Agreement  is held by final
judgment  of a  court  of  competent  jurisdiction  to be  invalid,  illegal  or
unenforceable, such invalid, illegal or unenforceable provision shall be severed
from the remainder of this Agreement,  and the remainder of this Agreement shall
be enforced. In addition, the invalid,  illegal or unenforceable provision shall
be deemed to be automatically  modified,  and, as so modified, to be included in
this Agreement,  such modification being made to the minimum extent necessary to
render the provision valid, legal and enforceable.

                                     - 30 -


<PAGE>


     9.5 Governing Law; Venue. This Agreement shall be governed by and construed
in  accordance  with  the  laws  of the  State  of  Texas,  irrespective  of any
conflict-of-laws  rule or  principle  of any  jurisdiction  that might refer the
governance  or  construction  of  this  Agreement  to  the  laws  of  any  other
jurisdiction.  This  Agreement  can be  performed  in whole or in part in Travis
County,  Texas,  and venue for any action  relating to this  Agreement  shall be
proper only in federal or state courts located within Travis County, Texas. Each
party  agrees  that it must bring any action  related to this  Agreement  or any
other Document only in the federal or state courts located within Travis County,
Texas.

     9.6  Notices.  Any  notices or demands  required or  permitted  to be given
hereunder  shall be  deemed  sufficiently  given if in  writing  and  delivered,
transmitted or mailed (with all postage and charges  prepaid),  addressed to the
recipient at the address  provided  below, or at such other address as any party
may from time to time  designate by written notice to the other parties given in
accordance  with this Section 8.6. Any such notice,  if personally  delivered or
transmitted  by  facsimile,  shall be deemed  to have been  given on the date so
delivered or transmitted or, if mailed,  be deemed to have been given on the day
after such notice is placed in the United  States mail in  accordance  with this
Section 8.6.

        FIC:                            Financial Industries Corporation
                                        6500 River Place Blvd., Building One
                                        Austin, Texas 78730
                                        Attn: Gene Payne or Ted Fleron


        Purchaser:                      FIC Financial Services, Inc.
                                        6500 River Place Blvd., Building One
                                        Austin, Texas  78730
                                        Attn: William P. Tedrow


        Seller:                         Earl Johnson
                                        2445 Teal Shore Court
                                        League City, Texas 77573


     9.7 Further  Assurances.  Each party of this Agreement hereby covenants and
agrees,  without  the  necessity  of any further  consideration,  to execute and
deliver  any and all such  further  documents  and  take any and all such  other
actions as may be reasonably necessary to appropriately carry out the intent and
purposes  of this  Agreement  and the  other  Documents  and to  consummate  the
transactions  contemplated.  Each party will use its good faith efforts to carry
out and comply with the provisions of this Agreement.

                                     - 31 -


<PAGE>


     9.8 No  Third-Party  Beneficiaries.  This  Agreement  shall not  confer any
rights or  remedies  upon any  person  other than the  parties  hereto and their
respective successors and permitted assigns.

     9.9  Adjustments  in Shares  Issued  Pursuant to Section 1.1. The number of
shares of FIC Stock to be issued pursuant to Section 1.1 of this Agreement shall
be adjusted in the event the Closing does not take place on May 19, 2003; and in
such event, the parties agree that the price per share, based on formula defined
in such  section,  shall be  recalculated,  and  adjustments  may be made in the
number of shares of FIC Stock  issuable,  without the  necessity  of any further
signature or other  requirements on the part of the Seller,  the Purchaser,  the
Company, or any other party.


                            [Signature page follows]

                                     - 32 -


<PAGE>





                                 SIGNATURE PAGE
                                       TO
                            STOCK PURCHASE AGREEMENT

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




FIC:                                   FINANCIAL INDUSTRIES CORPORATION


                                       By:____________________________________

                                       Name:__________________________________

                                       Title:_________________________________




PURCHASER:                             FIC FINANCIAL SERVICES, INC.


                                       By:____________________________________

                                       Name:__________________________________

                                       Title:_________________________________




COMPANY:                               JNT Group, Inc.


                                       By:____________________________________

                                       Name:__________________________________

                                       Title:_________________________________




TCG:                                   Total Compensation Group Consulting, Inc.



                                       By:  __________________________________
                                            Name:  Mike Cochran
                                            Title:  President



                                     - 33 -



</TEXT>
</DOCUMENT>
