1
                                                                   EXHIBIT 10.9

                              MANAGEMENT AGREEMENT


THIS AGREEMENT, made and entered into 21 day of January, 1997 by and between
FIRST MORTGAGE BANCORP, a Nebraska corporation, hereinafter referred to as "FMB"
and Western Management Corporation, a Nebraska corporation, hereinafter referred
to as "WMC".

WITNESSETH:

WHEREAS: FMB desires to avail itself of the services of WMC and utilize its
managerial ability be entering into a management agreement with WMC.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:

I.    EFFECTIVE DATE: The effective date of this agreement is January 1, 1998.

II.   TERM: The term of this agreement shall be for a period from and after the
effective date thereof to the date of the annual meeting of the Board of
Directors for the year 1998 and shall remain in force and effective from year to
year thereafter, upon renewal hereof in accordance with Article III below.

III.  RENEWAL, MODIFICATION AND TERMINATION: Renewal of this agreement shall be
made by ratification thereof by the Board of Directors of FMB each year at its
annual meeting, beginning with the year 1998, which ratification shall approve
the contract for the coming year. For purposes of this agreement the "year"
referred to in this paragraph shall mean the period beginning with the date of
the annual meeting of the Board of Directors of FMB to the date of the next such
annual meeting as prescribed by the By-laws of FMB. It is mutually understood
and agreed by and between the parties hereto that this agreement and all terms
and conditions therein contained are subject to negotiations and amendment at
each of the said annual meetings of the Board of Directors and that such
agreement may be terminated or renewed by either party.

IV.   DELEGATION: It is further mutually understood and agreed that the
formulation of Company policy is not hereby delegated to FMB and that the
function of the Board of Directors of FMB shall not be modified or abridged by
the execution of this agreement. Likewise the appointment of WMC as manager
hereunder shall not operate to relieve the Board of Directors of FMB, or any
member thereof, of any responsibility imposed upon it by law.

V.    SERVICES: Subject to the control and supervision of the Board of Directors
of FMB, WMC shall, during the term of this contract, provide services as set
forth below in the management of FMB. Such services shall include, but not be
limited to: 
      1.   Strategic planning
      2.   Tax planning and Budgeting
      3.   Business development

   2

      4.   Salary administration 
      5.   Bond and security purchase planning 
      6.   Community and industry relation 
      7.   Marketing 
      8.   Replacement and continuity of management
      9.   Other tasks as may be assigned by the Board 
      10.  Membership on loan committee and problem loan resolution 
      11.  Quarterly and annual filings of required Federal Reserve Reports

VI.   COMPENSATION: For and in consideration of the functions described, FMB
agrees to pay the sum of $24,000.00 (Twenty Four thousand and no/100's dollars)
annually. Paid in monthly installments of $2,000. Additional fees, based on
billing statement from WMC, for over 100 hours annually, may be billed at an
hourly rate of $85.00 per hour for Joel H. Wiens, $65.00 per hour for Lynn M.
Anthony, $65.00 per hour for Timothy D. Wiens and $65.00 per hour for Michael J.
Nelson, shall be due and payable upon approval at the FMB December Board
meeting. All out of pocket expenses of WMC personnel will be reimbursed by FMB.
If in the opinion of FMB, the Company is unprofitable or unable to make such
payment, all or any part of the payment due may be deleted. FMB management has
determined this fee to be reasonable based on a survey of like type of service
available in the market place.

VII.  LIABILITY: Neither WMC nor the personnel furnished by it shall be liable
for mistakes or errors in judgement relating to the operations of and shall not
be liable for any loss or mistakes of law by an officer furnished by it.

VIII. BINDING EFFECT: It is further agreed that this contract shall be binding
upon all parties hereto and upon all parties hereto and upon their successors
and assigns.

IX.   AGREEMENTS: This agreement shall continue in force from year to year until
cancelled.

WITNESS our hands and seal this 21 day of Jan , 97.

WESTERN MANAGEMENT CORPORATION                  FIRST MORTGAGE BANCORP

By: /s/ Lynn M Anthony                          By: /s/ Joel H Wiens
    ------------------                              ----------------