Exhibit 10.3


                FORM OF AMENDMENT TO BOARD COMPENSATION AGREEMENT

     This Amendment to Board  Compensation  Agreement (the  "Amendment") is made
and entered into by and between the BFA Liquidating Trustee on behalf of the BFA
Liquidation  Trust (the "Trust") and  _________(the  "Board Member"),  as of the
date  set  forth  below  and  retroactive  to the  date  of the  original  Board
Compensation  Agreement (the  "Agreement")  that this Amendment  amends.  Unless
otherwise indicated, all undefined terms herein shall have the meaning set forth
in the Agreement.

                                    RECITALS

     A. On November 9, 1999,  Baptist  Foundation  of Arizona and certain of its
subsidiaries (the "Debtors") filed voluntary  petitions for relief under Chapter
11 of Title 11 of the United States  Bankruptcy Code (the "Bankruptcy  Code") in
the United States  Bankruptcy Court for the District of Arizona (the "Bankruptcy
Court"),  which cases are jointly  administered under Case No.  99-13275-PHX-GBN
(the "Chapter 11 Cases").

     B. On September 25, 2000, the Debtors and the standing committees filed the
Joint Plan Liquidating Plan of  Reorganization  (the "Plan") with the Bankruptcy
Court.  The Plan  provides  for the creation of the Trust which will (i) receive
from the  Debtors  and  Non-Debtor  Affiliates  all of their  respective  Assets
transferred  pursuant  to the Plan,  (ii) hold the  Assets  of the  Debtors  and
Non-Debtor  Affiliates  (except as may otherwise be provided  under the Plan) in
trust for the  benefit of all  Beneficiaries  and (iii)  oversee  and direct the
liquidation of the Trust Assets held by it and by the Platform  Subsidiaries for
the  benefit  of the  Beneficiaries  pursuant  to the terms of the Plan and that
certain Liquidating Trust Agreement,  dated as of the Effective Date (the "Trust
Agreement") by and among the Debtors, the Non-Debtor Affiliates,  the members of
the  Liquidating  Trust  Board and the  Liquidating  Trustee.  Unless  otherwise
expressly defined herein, all capitalized terms in this paragraph shall have the
meanings ascribed thereto in the Trust Agreement.

     C. The  primary  purpose  of the Trust is to (i)  oversee  and  direct  the
liquidation  of the  Trust  Assets  for  the  benefit  of the  Beneficiaries  in
accordance with Treasury Regulation Section 301.7701-4(d) and (ii) to distribute
any proceeds of the Trust Assets received by the Trust to the Beneficiaries.

     D. By Order entered on December 19, 2000, the Bankruptcy Court approved the
Agreement  for  compensation  of  __________in  his  capacity as a member of the
Liquidating  Trust Board of the Trust. The Agreement was executed by all parties
and became effective on the Effective Date of the Plan.

     E. On December 28, 2001, the Bankruptcy  Court entered its Order  Approving
Amended  Ex-Parte   Application  for  Order  Approving   Modification  of  Board
Compensation  Agreements (the "Order").  The Order  authorized the Trust and the
Board Member to modify the Agreement to allow for the additional  and/or altered
terms and provisions set forth herein.

                                   AMENDMENTS

     Section 2.1 of the Agreement is hereby  amended by the  following  addition
subsection:

          (iv) The foregoing notwithstanding, the compensation to be paid to the
     Board  Member  for  calendar  year 2001,  shall  include  payments  for the
     fourteen-month  period from November,  2000 to December,  2001,  inclusive,
     resulting  in  payments  being  made to the Board  Member for the months of
     November and December,  2001, pursuant to the terms of the Agreement,  with
     such compensation deemed to be paid in calendar year 2001.

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first written below.

Dated:  January ___, 2002                   BFA LIQUIDATION TRUST


                                            By:
                                                --------------------------------
                                                Clifton R. Jessup, Jr.
                                                Liquidating Trustee for the
                                                BFA Liquidating Trust

Dated:  January ___, 2002                   BOARD MEMBER


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