FINANCIAL INDUSTRIES CORP
CONSULTING AGREEMENT BETWEEN FIC & ARC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>exhibit-10_9.txt
<DESCRIPTION>CONSULTING AGREEMENT BETWEEN FIC & ARC
<TEXT>

                              CONSULTING AGREEMENT


This Consulting Agreement  ("Agreement") is made and entered into as of the 31st
day of  December  , 2003,  between  FINANCIAL  INDUSTRIES  CORPORATION,  a Texas
business  corporation  ("FIC") and ACTUARIAL  RISK  CONSULTANTS,  INC., a Nevada
business corporation ("ARC").

                              W I T N E S S E T H:

     WHEREAS, ARC provides actuarial services to life insurance companies; and

     WHEREAS,  ownership of ARC was acquired by George Wise from a subsidiary of
FIC, effective as of December 31, 2003; and

     WHEREAS,  ARC desires to provide certain actuarial  consulting  services to
the life insurance  subsidiaries of FIC,  subject to the terms and conditions of
this Agreement;

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

1.   DESCRIPTION OF SERVICES. During the period from January 1, 2004 to December
     31, 2005,  ARC agrees to provide up to 2,000 hours of actuarial  consulting
     services by George Wise and Cory Zass to the life insurance subsidiaries of
     FIC, as requested by FIC (the "Services");  provided, however, that neither
     FIC,  nor the life  insurance  subsidiaries  of FIC,  will be  obligated to
     request  any given  number  of hours of  Services  from  ARC.  On and after
     February 1, 2004,  each such request will be made in writing,  signed by an
     authorized  officer of FIC and will  describe  the services to be provided.
     Upon  receipt of each such  request,  ARC will inform FIC in writing of the
     number of hours which it expects  will be required in order to complete the
     particular request.

2.   PERFORMANCE  OF  SERVICES.  The  Services  to be provided by ARC under this
     Agreement shall be performed by, or under the supervision of, either George
     Wise or Cory Zass, who are employees of ARC.

3.   PAYMENT.  ARC will bill the applicable life insurance  subsidiary of FIC at
     the rate of $125.00 per hour for Services  provided to such  subsidiary  by
     George Wise or Cory Zass.  For Services  provided by employees of ARC other
     than Messrs.  Wise or Zass,  ARC will bill the  applicable  life  insurance
     subsidiary of FIC in accordance with the  established  rate schedule of ARC
     with respect to such employee.  This fee will be payable on a monthly basis
     for Services provided during the preceding month.

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4.   EXPENSES. ARC will bill the applicable life insurance subsidiary of FIC for
     reasonable "out of pocket" expenses  incurred by ARC in connection with its
     performance  of the Services for travel,  long distance  telephone,  filing
     fees  paid to state  insurance  regulatory  agencies  on behalf of the life
     insurance  company  subsidiaries  of  FIC  and  other  reasonable  expenses
     approved in writing by an authorized officer of FIC.

5.   TERM/TERMINATION.  This Agreement shall terminate automatically on December
     31, 2005, unless terminated at an earlier date upon mutual agreement of the
     parties.

6.   RELATIONSHIP OF PARTIES.  It is understood by the parties that ARC, and the
     employees of ARC performing the Services, are independent  contractors with
     respect  to FIC  and  its  subsidiaries,  and  not  employee  of FIC or its
     subsidiaries.  Neither FIC nor any of its subsidiaries  will provide fringe
     benefits,  including health insurance benefits, paid vacation, or any other
     employee  benefit,  for the  benefit of  employees  of ARC  performing  the
     Services.

7.   DISCLOSURE.  ARC is  required  to  disclose  to FIC  the  existence  of any
     consulting activities or interests that conflict, or may conflict, with the
     best interests of FIC or its  subsidiaries.  Prompt  disclosure is required
     under this paragraph.

8.   EMPLOYEES.  ARC's employees who perform  Services under this Agreement will
     also be bound by the provisions of this  Agreement.  At the request of FIC,
     ARC will  provide  adequate  written  evidence  that such persons are ARC's
     employees.

9.   INJURIES.  ARC  acknowledges  that it is the  obligation  of ARC to  obtain
     appropriate  insurance coverage for the benefit of ARC and ARC's employees.
     ARC waives any rights to recovery from FIC or any subsidiary of FIC for any
     injuries that  employees of ARC may sustain while  performing  the Services
     under this Agreement.

10. INDEMNIFICATION.

     (a)  ARC agrees to indemnify  and hold FIC and its officers and  directors,
          its  affiliates  and  subsidiaries  and officers and  directors of its
          affiliates and subsidiaries (the "Indemnified  Parties") harmless from
          all claims, losses, expenses, fees including attorney fees, costs, and
          judgments that may be asserted  against the  Indemnified  Parties that
          result from the negligence or misconduct of ARC,  ARC's  employees and
          ARC's agents in connection with the performance of the Services.

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     (b)  FIC agrees to indemnify  and hold ARC and its  officers and  directors
          harmless against any and all losses,  claims,  damages, or liabilities
          to which ARC may become  subject to arising in any manner out of or in
          connection with the provision of the Services  hereunder,  unless such
          losses,  claims,  damages,  or  liabilities  are  attributable  to the
          negligence  or  misconduct  of  ARC  or its  officers,  employees  and
          directors.

12.  ASSIGNMENT. The obligations of ARC under this Agreement may not be assigned
     or transferred to any other person,  firm, or corporation without the prior
     written consent of an authorized  officer of FIC. This Agreement may not be
     assigned or  transferred  by FIC to any other person,  firm, or corporation
     without the prior written consent of an authorized officer of ARC.

13.  CONFIDENTIALITY. ARC recognizes that, in connection with the performance of
     the  Services,  ARC  has  and  will  obtain  confidential  and  proprietary
     information  pertaining to FIC and the life insurance  subsidiaries  of FIC
     (collectively, "Information") which are valuable, special and unique assets
     of FIC  and  its  subsidiaries, and  need  to be  protected  from  improper
     disclosure.  In  consideration  of the disclosure of the  Information,  ARC
     agrees  that it will not at any time or in any manner,  either  directly or
     indirectly,  use  any  Information  for  ARC's  own  benefit,  or  divulge,
     disclose,  or communicate in any manner any  Information to any third party
     without the prior written  consent of the Chief  Executive  Officer of FIC.
     ARC agrees that it will  protect the  Information  and treat it as strictly
     confidential.  A violation of this paragraph shall be a material  violation
     of this Agreement.

14.  UNAUTHORIZED  DISCLOSURE  OF  INFORMATION.  If  it  appears  that  ARC  has
     disclosed (or has threatened to disclose)  Information in violation of this
     Agreement, FIC shall be entitled to an injunction to restrain ARC and ARC's
     employees from disclosing,  in whole or in part, such Information,  or from
     providing  any  services  to any  party to whom such  Information  has been
     disclosed  or  may be  disclosed.  FIC  shall  not be  prohibited  by  this
     provision  from pursuing other  remedies,  including a claim for losses and
     damages.

15.  CONFIDENTIALITY AFTER TERMINATION.  The confidentiality  provisions of this
     Agreement  shall remain in full force and effect after the  termination  of
     this Agreement.

16.  RETURN OF RECORDS. Upon termination of this Agreement, ARC will deliver all
     records,  notes,  data,  memoranda and other materials (the "Materials") of
     any nature that are in ARC's possession or under ARC's control and that are
     the property of FIC or a subsidiary of FIC or relate to the business of FIC
     or a  subsidiary  of FIC;  provided,  however,  that,  to the  extent  that
     applicable  laws or  regulations  require  that ARC  maintain a copy of the
     Materials, ARC may so notify FIC in writing of such requirements and retain
     either the original, or a copy, as applicable, of such Materials.

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17.  NOTICES. All notices required or permitted under this Agreement shall be in
     writing and delivered as follows:

     (a) If to ARC:

                George Wise,
                3001 Huron Club court
                Austin, Texas 7873


     (b) If to FIC:

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

All notices and other communications  required or permitted under this Agreement
that  are  addressed  as  provided  in this  Section  17 will  (i) if  delivered
personally,  be deemed  given upon  delivery,  (ii) if  delivered  by  facsimile
transmissions,  be  deemed  given  when  sent and  confirmation  or  receipt  is
received,  and (iii) if  delivered  by mail in the manner  described  above,  be
deemed given on the third business day after the deposit in a regular depositary
of the United  States  mail.  Any party from time to time may change its address
for the purpose of notices to that party by giving  notice to the other  parties
hereto specifying a new address,  but no such notice will be deemed to have been
given until it is actually  received by the party  sought to be charged with the
contents thereof.


18.  ENTIRE  AGREEMENT.  This  Agreement  contains  the entire  agreement of the
     parties  and  there  are no  other  promises  or  conditions  in any  other
     agreement  whether oral or written.  This  Agreement  supersedes  any prior
     written or oral agreements between the parties.

19.  AMENDMENT.  This  Agreement  may be modified or amended if the amendment is
     made in writing and is signed by both parties.

20.  SEVERABILITY.  If any  provision  of  this  Agreement  shall  be held to be
     invalid or  unenforceable  for any reason,  the remaining  provisions shall
     continue to be valid and  enforceable.  If a court finds that any provision
     of this  Agreement is invalid or  unenforceable,  but that by limiting such
     provision it would become valid and enforceable,  then such provision shall
     be deemed to be written, construed, and enforced as so limited.

21.  WAIVER OF  CONTRACTUAL  RIGHT.  The failure of either  party to enforce any
     provision  of  this  Agreement  shall  not  be  construed  as a  waiver  or
     limitation of that party's right to subsequently  enforce and compel strict
     compliance with every provision of this Agreement.

22.  APPLICABLE  LAW. This Agreement  shall be governed by the laws of the State
     of Texas.

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



Actuarial Risk Consultants, Inc.
By: ____________________________
Name: __________________________
Title: _________________________



Financial Industries Corporation
By: ____________________________
Name: __________________________
Title: _________________________

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