FOURTH AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENT DUE DILIGENCE REIMBURSEMENT AGREEMENT

EXHIBIT 10.5

FOURTH AMENDMENT TO
RIGHT OF FIRST REFUSAL AGREEMENT
AND
DUE DILIGENCE REIMBURSEMENT AGREEMENT

     THIS FOURTH AMENDMENT (this “ Amendment ”) TO THAT RIGHT OF FIRST REFUSAL AGREEMENT AND DUE DILIGENCE REIMBURSEMENT AGREEMENT, (as amended by three (3) mesne amendments, the “ Frame Agreement ”) is made and entered into and effective as of the 31 ^st day of March, 2002, by and between FIRSTCITY FINANCIAL CORPORATION, a Delaware corporation (“ FCFC ”), and FIRSTCITY SERVICING CORPORATION, a Texas corporation (“ Servicing ”), on the one hand, and CARGILL FINANCIAL SERVICES CORPORATION, a Delaware corporation (“ CFSC ”), and CFSC CAPITAL CORP. II, a Delaware corporation (“ CCCII ”), on the other hand.

RECITALS

     A. FirstCity Holdings Corporation (“FCH”), a second tier subsidiary of FCFC, and CFSC Capital Corp. XXX (“ CCC-30 ”), a wholly owned subsidiary of CFSC, have entered into a Loan Agreement dated as of April 6, 2000, together with an Amendment to Loan Agreement and Extension of Promissory Note dated as of January 12, 2001 (as thereafter amended, modified, extended, supplemented or increased from time to time, the “ Loan Agreement ”) pursuant to which CCC-30 agreed to make advances from time to time (collectively, the “ Loan ”) to FCH in an amount not to exceed $30,000,000.00. FCH has requested that CCC-30 agree to extend the Maturity Date (as defined in the Loan Agreement) to March 31, 2003.

     B. It is a condition precedent to CCC-30’s agreement to so extend the Maturity Date that FCFC and Servicing execute and deliver this Amendment.

     C. The parties to the Frame Agreement desire to extend the term of the Frame Agreement from January 1, 2003 to February 1, 2004 on the terms and conditions herein contained.

      NOW, THEREFORE, in good consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

ARTICLE I
Definitions

      1.01 Capitalized terms used in this Amendment are defined in the Frame Agreement, as amended hereby, unless otherwise stated.

ARTICLE II
Amendments

      2.01 Amendment to Definition of Termination Date . The definition of “Termination Date” in Article 1 of the Frame Agreement is hereby amended by deleting “January 1, 2003,” and substituting therefore “February 1, 2004, so that such definition shall read “February 1, 2004, or such earlier or later date as may be agreed to in writing by all parties to this Agreement.”

ARTICLE III
No Waiver

      3.01 Except a