EXHIBIT 10.4

                        ASSIGNMENT OF MEMBERSHIP INTEREST

BY THIS ASSIGNMENT OF MEMBERSHIP INTEREST ("Assignment") made and entered into
as of the 29th day of December 2000, AMORTIBANC MANAGEMENT L.C., a Texas Limited
Liability Company.,("Assignor"), and 1st Realty Investments, Inc., a Nevada For
Profit Corporation, ("Assignee"), agree as follows:

      1. Assignment. For the amount of $74,579.00 evidenced by a note for that
amount from Assignee in favor of Assignor, together with other necessary and
agreed upon consideration as set forth below, the receipt and sufficiency of
which are hereby acknowledged, Assignor hereby irrevocably sells, transfers and
assigns to Assignee all of its membership interest and participation percentage
in Firebird Financial L.L.C. Assignee hereby accepts the assignment and transfer
of the Assignors' membership interest in Firebird Financial L.L.C., and agrees
to assume any and all obligations and responsibilities associated with such
interest from and after the date of this Assignment and hold Assignors harmless
from any and all liabilities relating thereto.

      2. Further Acts: Additional Documents. Assignors and Assignee shall
perform all such further acts and execute and deliver any and all additional
documents and instruments that may be necessary or desirable to consummate,
evidence or confirm the assignment of the interest described herein.

      3. Counterparts. This Assignment may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

      IN WITNESS WHEREOF, this Assignment has been executed as of the day and
year first above written.

                                            "ASSIGNORS"

                                            AMORTIBANC MANAGEMENT, L.C.
                                            a Texas limited liability company

                                            /s/    Edward W. Dietrich
                                                   -----------------------------
                                            Name   Edward W. Dietrich
                                                   -----------------------------
                                            Title  Vice President
                                                   -----------------------------

                                            "ASSIGNEE"

                                            1st Realty Investments, Inc.
                                            a Nevada For Profit Corporation

                                            /s/    William Szilagyi
                                                   -----------------------------
                                            Name   William Szilagyi
                                                   -----------------------------
                                            Title  President
                                                   -----------------------------