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                                                                    Exhibit 4.10

                              ASSET SALE AGREEMENT

I. PARTIES.

     This Agreement is entered into as of the 27th day of May, 1993, by and
among Plan Services, Inc. ("PSI"), a Florida corporation with principal offices
in Tampa, Florida; C G Insurance; Services, Inc, ("CAL/GROUP"), a California
corporation with principal offices in Covina, California; and Renny V. Thomas
("Thomas"), a citizen and resident of Los Angeles County, California.

II. RECITALS.

     WHEREAS, CAL/GROUP is a party to various contracts with insurance
companies, employers and other entities pursuant to which CAL/GROUP performs
certain administrative and/or claims processing services for ft other party or
parties to such contracts;

     WHEREAS, CAL/GROUP desires to assign, transfer and convey to PSI, and PSI
desires to obtain and receive from CAL/GROUP all of the rights, titles and
interests of CAL/GROUP in, to, and under such contracts; and

     WHEREAS, PSI is willing to assume all of the obligations to be performed by
CAL/GROUP under such contracts on and after the effective date of this
Agreement; and

     WHEREAS, Thomas and Marlene Thomas, his wife, own 100% of all of the
outstanding capital stock of CAL/GROUP; and

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     WHEREAS, PSI desires Thomas' non-competition agreement and to retain the
consulting services of Thomas with respect to the marketing of the present
administration and claims processing business of CAL/GROUP assigned to PSI and
development of new business related thereto:

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   Closing. Subject to the provisions of Sections 4 and 5 below, the
closing of the transactions contemplated by this Agreement (the "Closing") shall
take plane, at such time as the parties may agree upon, at the offices of
MAGNUS, EPMAN & DWYER on May 27, 1993, or at such other place, or on such other
date as the parties may mutually agree. The date on which the Closing actually
takes place is hereafter referred to as the "Closing Date". At the Closing:

          a.   PSI will deliver to CAL/GROUP a certified or cashiers' check for
$400,000.00 payable to "CAL/GROUP"; and

          b.   PSI will deliver to THOMAS a certified or cashier's check for
$100,000.00 payable to "RENNY V. THOMAS" for his non-competition agreement; and

          c.   CAL/GROUP will deliver to PSI an assignment(s) of all its rights,
titles and interests in and under the contracts listed in Exhibit A hereto. Such
assignment(s) shall be in the form attached as Exhibit B hereto or in a form
otherwise acceptable to PSI.

     2.   Representations and Warranties of CAL/GROUP and Thomas. CAL/GROUP and
Thomas jointly and severalty represent and warrant to PSI as follows:

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          a.   Due incorporation. CAL/GROUP is a corporation duly organized,
validly existing and in good standing under the laws of the State of its
organization and has the corporate power and lawful authority to own, lease and.
operate its assets, properties and business and to carry on its business as now
being and as heretofore conducted

          b.   Stock Ownership. CAL/GROUP does not have outstanding any stock
purchase warrants or options, or securities convertible into stock, or any
treasury shares, and CAL/GROUP is not a party to or bound by any other
agreement, option, call or demand obligating it do issue or transfer, at present
or upon the occurrence of any event, any common stock or other equity of
CAL/GROUP. The record and beneficial owner of one hundred percent (100%) of
CAL/GROUP's issued and outstanding common stock, which is fully paid and
nonassessable, is Renny V. Thomas, for 500 shares. Such shares ate the community
property of Renny V. Thomas and Marlene Thomas. Marlene Thomas' consent to this
agreement is set forth below.

          c.   Execution, delivery and performance of Agreement. Neither the
execution, delivery nor performance of this Agreement by CAL/GROUP or Thomas
will, with or without the giving of notice or the passage of time, or both,
conflict with, result in a default, right to accelerate or loss of rights under,
or result in the creation of any lien, charge or encumbrance pursuant to, any
provision of the certificate of incorporation or bylaws of CAL/GROUP or of any
franchise, mortgage, deed of trust, lease, license, agreement, law. ordinance,
rule or regulation or any order, judgment or decree to which CAL/GROUP or Thomas
is a party or by which it or be may be bound or affected; CAL/GROUP and Thomas
each bas full power and authority to enter into this

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Agreement and to carry out the transactions contemplated hereby. All proceedings
required to be taken by CAL/GROUP to authorize the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated by this Agreement have been properly taken. This Agreement
constitutes a valid and binding obligation of CAL/GROUP and, as to those
provisions setting forth representations, warranties, promises or commitments by
Thomas, of Thomas, enforceable in accordance with its terms (except as
enforceability thereof may be limited by bankruptcy, Insolvency, reorganization,
moratorium, receivership, conservatorship or any other laws of general
application or equitable principles that affect the rights of creditors
generally, or by limitations on the availability of the remedy of specific
performance or injunctive relief),

          d.   Contracts. Attached hereto as Exhibit C are true and complete
copies of all contracts to which CAL/GROUP is a party that relate in any way to
any one or more of the insurance policies and dental care plans or programs
listed in Exhibit D hereto, or. any coverage of any person under any such
policy, plan or program. Each of such contracts is in full force and effect and
CAL/GROUP had the lawful authority to enter into each such contract. CAL/GROUP
bas complied in all material respects with the provisions of each such contract
or commitment to which it is a party and CAL/GROUP has not received any notice
of default under any one or more of such contracts.

          e.   Litigation. There is no litigation or judicial or administrative
proceeding pending, or to the knowledge of CAL/GROUP or Thomas threatened,
against or relating to CAL/GROUP or Thomas or any subsidiary of CAL/GROUP or to
the properties or business of any of them other than proceedings filed with
respect to disputes over claims made under insurance

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politics, plans or programs with respect to which CAL/GROUP provides services,
which claims, if any, involving more than $5,000.00 as to each claim are listed
on Exhibit "H" attached hereto,

          f.   Disclosure No representation or warranty by CAL/GROUP or Thomas
in this Agreement, nor say statement made in writing by either of them to PSI,
or to any of its agents, officers, representatives or employees, in connection
with the transactions that are the subject matter of this Agreement, contains or
contained any untrue statement of a material fact, or omits or omitted to state
a material fact necessary to make the statements contained herein or therein, in
light of the circumstances under which they were made, not misleading. To the
best of CAL/GROUP's and Thomas's knowledge, they are aware of no materiel fact,
other than facts which may be in the public domain, which are otherwise stated
in this Agreement or in any Exhibit hereto, or which are known to PSI or should
be known to PSI upon the exercise of reasonable diligence, that could reasonably
be foreseen as materially adversely affecting the administration and/or
marketing of any insurance policy or dental plan or program listed in Exhibit D
hereto, and/or of any coverage thereunder, following the Closing

     3.   Representations and Warranties of PSI. PSI represents and warrants to
CAL/GROUP and Thomas as follows:

          a.   Due incorporation. PSI is a corporation duly organized, validly
existing and in good standing under the laws of the State of its organization
and has the corporate power and lawful authority to own, lease and operate its
assets, properties and business and to carry on its business as now being and as
heretofore conducted.

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          b.   Execution, delivery and performance of Agreement. Neither the
execution, delivery nor performance of this Agreement by PSI will, with or
without the giving of notice or the passage of time, or both, conflict with,
result in a default, right to accelerate or loss of rights under, or result in
the creation of any lien, charge or encumbrance pursuant to, any provision of
the certificate of incorporation or bylaws of PSI or of any franchise, mortgage,
deed or trust, lease, license, agreement, law, ordinance, rule or regulation or
any order, judgment or decree to which PSI is a party or by which it may be
bound or affected. PSI has full, power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby. All proceedings
required to be taken by PSI to authorize the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated by this
Agreement and all agreements relating hereto have been properly taken. This
Agreement constitutes a valid and binding obligation of PSI, enforceable in
accordance with its terms (except as enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or any other laws of general application or equitable principles
that affect the rights of creditors generally, or by limitations on the
availability of the remedy of specific performance or injunctive relief).

          c.   Disclosure. No representation or warranty by PSI in this
Agreement, nor any statement made in writing by PSI to CAL/GROUP or Thomas, or
to any of their agents, officers, representatives or employees, in connection
with the transactions that are the subject matter of this Agreement, contains or
contained any untrue statement of a material fact, or omits or omitted to state
a material fact necessary to make the statements contained herein or therein, in
light of the circumstances under which they were made, not misleading. To the
best of PSI's knowledge, it is not

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aware of any material fact, other than facts which may be in the public domain,
which are otherwise stated in this Agreement or in any Exhibit hereto, or which
are known to CAL/GROUP and/or Thomas or should be known to either of them upon
the exercise of reasonable diligence, that could reasonably be foreseen as
materially adversely affecting PSI's ability to perform all of its obligations
under this Agreement and the contracts being assigned pursuant thereto,
following the Closing.

     4.   Conditions Precedent to the Obligations of PSI. The obligations of PSI
to consummate the transactions contemplated by this Agreement are, at its
option, subject to the fulfillment, prior to or at the Closing, of each of the
following conditions (any or all of which may be waived by PSI);

          a.   Authorization. All action necessary to authorize the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby by CAL/GROUP and Thomas shall have been duly
and validly taken.

          b.   Representations and Warranties True as of the Closing Date. The
representations and warranties of CAL/GROUP and Thomas contained in this
Agreement shall be true in all material respects at the Closing Date as though
such representations and Warranties were made on such date.

          c.   Performance. CAL/GROUP and Thomas shall have performed and
complied with all promises and conditions of this Agreement to be performed or
complied with by each of them, respectively, prior to or at the Closing.

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          d.   Modification of CAL/GROUP's Contract Upon written request by PSI,
CAL/GROUP and the other patty or parties to each of the contracts being assigned
to PSI pursuant to this Agreement shall have executed an amendment to such
contract that modifies its terms in a manner satisfactory to PSI.

     5.   Conditions Precedent to the Obligations of CAL/GROUP and. Thomas. The
obligations of CAL/GROUP and Thomas to consummate the transaction contemplated
by this Agreement are, at their option, subject to the fulfillment, prior to or
at the Closing Date. of each of the following conditions (any or all of which
may be waived by CAL/GROUP):

          a.   Authorization. All action necessary to authorize the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby by PSI shall have been duly and validly taken.

          b.   Representations and Warranties True as of the Closing Date. The
representations and warranties of PSI contained in this Agreement shall be true
in all material respects at the Closing Date as though such representations and
warranties were made on such date.

          c.   Performance. . PSI shall have performed and complied with all
promises and conditions of this Agreement to be performed or complied with by it
prior to or at the Closing.

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          d.   McFarlane Deferred Compensation Agreement. CAL/GROUP shall have
reached, a settlement of its obligations under the December 1, 1982, Salary
Continuation Agreement with Betty McFarlane.

     6.   Indemnification by CAL/GROUP and Thomas of PSI.

          a.   Subject to the provisions of paragraph d below, CAL/GROUP and
Thomas, jointly and severally, will indemnify and hold PSI harmless against and
in respect of any loss, damage, deficiency or third-party claim or demand (all
such losses, damages, deficiencies, claims and demands, including any
assessments, judgments, costs, and expenses (including reasonable attorneys'
fees) incident thereto being hereinafter referred to as the "Damages"),
resulting from any misrepresentation, breach of warranty, or nonfulfillment of
any covenant or agreement by CAL/GROUP and Thomas, or either of them, set forth
in this Agreement, or in. any certificate, document or other instrument
furnished or to be furnished to PSI pursuant hereto, or resulting from any act
or omission of CAL/GROUP and Thomas, or either of them, in the provision of
services prior to the Closing with respect to any of the insurance policies or
dental plans or programs listed in Exhibit D hereto.

          b.   Within 10 business days after receipt by PSI of notice of any
action, proceeding, demand, claim or potential claim (any of which is
hereinafter individually referred to as a "Circumstance"), which could give rise
to a right to indemnification pursuant to this Section 6. PSI shall give each of
CAL/GROUP and Thomas (hereafter "indemnitors") written notice describing the
Circumstance in reasonable detail and provide copies of all legal pleadings and
other pertinent

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documents possession or control. Each indemnitor shall have the right, at his,
her or its own counsel, any third-party claim or demand involving the asserted
liability of PSI. If any of the Indemnitors undertakes to compromise or defend
any such third-party claim or demand, he, she, it or they shall within 10
business days after receipt of a notice describing a Circumstance notify PSI of
the intention to do so. PSI agrees to cooperate fully with any one or more of
the Indemnitors and their counsel in the compromise of, or defense against, any
such third-party claim or demand. All costs and expenses that PSI incurs in
connection with the cooperation referred to in the preceding sentence shall be
borne jointly and severally by the Indemnitors. PSI shall in any event have the
right, at its own expense, to participate in the defense of such claim or
demand.

          c.   If no indemnitor provides PSI with the notice of intention to
compromise or defend referred to above within the prescribed time period, PSI
shall be free to settle, litigate or otherwise deal with the claim or demand in
its sole discretion and the obligation of the Indemnitors to indemnify and save
PSI harmless as set forth herein shall apply in full.

          d.   The Indemnitors shall have no liability with respect to any
Damages that are otherwise payable to PSI under this Section 6 to the extent PSI
is also indemnified against such Damages under any indemnification provision of
a contract with an insurance company.

     7.   Indemnification by PSI of CAL/GROUP and Thomas.

          a.   Subject to the provisions of paragraph d below, PSI will
indemnify and hold CAL/GROUP and Thomas harmless against and in respect of any
Damages resulting from any

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misrepresentation, breach. of warranty, or nonfulfillment of any covenant or
agreement by PSI set forth in this Agreement, or in any certificate, document or
other instrument furnished or to be furnished to CAL/GROUP and Thomas pursuant
hereto, or resulting from any act or omission of PSI in the provision of
services after the Closing with respect to any of the insurance policies or
dental plans or programs listed in Exhibit D hereto.

          b.   Within 10 business days after receipt by CAL/GROUP and/or Thomas
of notice of any action, proceeding, demand, claim or potential claim (any of
which is hereinafter individually referred to as a "Circumstance"), which could
give rise to a right to indemnification pursuant to this Section 7, CAL/GROUP
and/or `Thomas shall give PSI written notice describing the Circumstance in
reasonable detail and provide copies of all legal pleadings and other pertinent
documents in its or his possession or control. PSI shall have the right, at its
option, to compromise or defend, at its own expense and by its own counsel, any
third-party claim or demand involving the asserted liability of CAL/GROUP and/or
Thomas. If PSI undertakes to compromise or defend any such third-party claim or
demand, it shall within 10 business days after receipt of a notice describing a
Circumstance notify CAL/GROUP and Thomas of the intention to do so. CAL/GROUP
and Thomas agree to cooperate fully with PSI and its counsel in the compromise
of, or defense against, any such third-party claim or demand. All costs and
expenses that CAL/GROUP and/or Thomas incur in connection with the cooperation
referred to in the preceding sentence shall be borne by PSI. CAL/GROUP and/or
Thomas shall in any event have the right, at its or his own expense, to
participate in the defense of such claim or demand.

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          c.   If PSI does not provide CAL/GROUP and Thomas with the notice of
its intention to compromise or defend referred to above within the prescribed
time period, CAL/GROUP and/or Thomas shall be free to settle, litigate or
otherwise deal with the claim or demand in its or his sole discretion and the
obligation of PSI to indemnify and save CAL/GROUP and Thomas harmless as set
forth herein shall apply in full.

          d.   PSI shall have no liability with respect to any Damages that are
otherwise payable to CAL/GROUP and/or Thomas under this Section 7 to the extent
the entity to which such Damages are payable hereunder is also indemnified
against them under any indemnification provision of a contract with an insurance
company.

     8.   Restrictive Covenants.

          a.   Restrictive Covenants. Each. of CAL/GROUP and Thomas separately
agree that within the United States during the five year period beginning on the
Closing Date:

               (1)  He or it shall not, except with PSI's prior written consent,
engage in dental administration services other than through PSI, in the
administering of dental insurance, or in the administering of any dental portion
of a plan or program that provides dental benefits, or in providing dental
claims processing services in connection with any such insurance, plan or
program;

               (2)  Thomas shall not, except with PSI's prior written consent,
perform any dental claims administration or processing services, as an employee,
independent contractor, through

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ownership (by himself or by any member of his immediate family) in a corporation
or partnership or otherwise, in connection with the administration of, or the
processing of dental claims under, any dental portion of a plan, program or
insurance policy that provides dental benefits and that offers coverage to
anyone to whom coverage under any one of the policies, plans and programs listed
in Exhibit D hereto may be made available; and

               (3)  Thomas shall not market claims administration services of
any other person or entity without first referring any potential customer for
such services to PSI and obtaining written notification from either PSI or such
customer that either PSI or such customer or both do not wish PSI to provide
claims administration services for each customer. In no event shall Thomas
accept as compensation for marketing services of a dental claims administrator
more than five percent (5%) of the compensation received by such dental claims
administrator for the services marketed by Thomas.

          b.   Confidentiality. Neither CAL/GROUP nor Thomas shall reveal to
outside sources, without PSI's prior written consent, any information that could
in any manner materially adversely affect the business that PSI is acquiring
hereunder, including without limitation expirations and other confidential
information, unless inch disclosure is required by law, provided, however, that
CAL/GROUP and Thomas shall have the right to utilize generic claims experience
information with respect to their underwriting. marketing and consulting
business not being transferred to PSI pursuant to this Agreement.

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          c.   Scope/Equitable Relief. Each of CAL/GROUP and Thomas acknowledges
(i) that it is reasonable for the provisions of paragraphs a. and b. above to
apply throughout the United States because the business to which this Agreement
relates is nationwide in scope, and (ii) that the remedy at law for any breach
by any of them of any provision in those paragraphs will be inadequate, and that
PSI shall be entitled to injunctive relief. If any such provision is held by any
court to be unenforceable because of either the duration or the scope thereof,
the parties agree that the court making such determination shall have the power
to reduce the duration and/or scope of such provision in whatever manner
necessary to render it enforceable.

          d.   Exclusions. Expressly excluded from this restrictive covenant are
the rights of CAL/GROUP and Thomas (and any corporation, partnership or entity
in which they have an interest or by whom they axe employed or under contract
to) to engage in dental plan reinsurance, or underwriting or consulting with
respect to such reinsurance.

          e.   Additional Thomas Compensation for Non-Competition. In
consideration of Thomas' agreement to be bound by the restrictive covenants of
this paragraph 8, PSI shall pay to Thomas the sum set forth in paragraph 1(b)
and a one percent (1%) commission on all Congress Life and Security Life "direct
bill' premiums received by PSI with respect to existing lives only under the
existing contracts assigned herein. This commission shall be payable monthly
within 15 calendar days from the end of the month within which PSI receives the
premiums upon which the commission is based. PSI shall deliver with the
commission payment an accounting of the premiums received upon which the
commission is based. No commission shall be payable under this subparagraph with

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respect to "fixed fee" compensation received by PSI for existing contracts
assigned pursuant to this Agreement.

     9.   "Gross Revenues" & "Commission Expense" Statement.

          a.   Right to Audit. As soon as practicable after the date this
Agreement is executed by all parties, PSI shall have the right, but not the
obligation to retain an independent accounting firm at PSI's expense, to prepare
and deliver to PSI and CAL/GROUP an audited Statement of "Gross Revenues" and
"Commission Expenses" with respect to the operations of CAL/GROUP during the
calendar year ending December 31, 1992. The Statement shall show as separate
line items the "Gross Revenues" and the "Commission Expenses" of CAL/GROUP for
such calendar year. For purposes of such Statement, CAL/GROUP's "Gross Revenues"
and "Commission Expenses" are defined as follows:

               (1)  "Gross Revenue's" means the total compensation received by
CAL/GROUP under the contracts assigned to PSI hereunder, including interest
earned by CAL/GROUP upon premiums or other payments made by employers or others
for coverage under the policies, plans or programs with respect to which
CAL/GROUP provides administrative or claims processing services pursuant to such
contracts.

               (2)  "Commission Expenses" means monies paid to any licensed
insurance agent directly involved in the production of business who is the
writing agent or any general agent or master general agent through whom the
business is written. Commissions paid to Thomas shall be

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excluded in determining "Commission Expenses" and added to the Net Income of
CAL/GROUP for the purpose of determining the purchase price as set forth in
subparagraph 10d.

          b.   Past Practice. Except as provided in the preceding paragraph, the
Statement prepared by the independent accounting firm and described herein shall
be prepared in accordance with standards established by the AICPA ad on the
basis of the accounting method used by CAL/GROUP for federal income tax purposes
applied in a manner consistent with CAL/GROUP's past practice.

          c.   Payment Adjustments Based on Audited Net Income. Subject to
Paragraph 9e., if the amount of "Gross Revenues" less the amount of "Commission
Expenses" ("Net Income") set forth in the Statement prepared by the independent
account firm and described herein is less or more than the parties' estimate of
two million dollars ($2,000,000.00) then the deferred payments to CAL/GROUP
provided by paragraph 10d(1), below shall be adjusted as provided herein, but
the payment provided by paragraph 1a. above shall remain unchanged.

          d.   Waiver of Audit Report. PS1 shall have ninety (90) days from the
Closing to conduct and complete the audit provided by paragraph 9.a. above. If
such audit is not completed and the Statement of "Gross Revenues" and
"Commission Expense" is not delivered to the parties within 90 days from the
Closing, then the parties' estimate of two million dollars ($2,000,000.00) shall
be final and binding upon the parties hereto for all purposes of this Agreement.

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          e.   Right of Recission. If the audit is timely completed and
delivered to the parties hereto and the Net Income varies by more than one
hundred thousand dollars ($100,000.00) from the two million dollar estimate,
then either party shall have the right to rescind this Agreement by giving
written notice thereof and rendering all consideration received from the other
party hereto within seven working days from the date of receipt of the
independent accounting firm's Statement of the Net Income.

     10.  Additional Commitments.

          a.   Proration of Compensation. PSI agrees that it is not entitled to
any fee payable by the insurer or other entity with respect to coverage under
any of the policies, plans or programs listed in Exhibit D hereto if such fee
was based upon premiums or other payments for any month prior to May, 1993,
regardless of when such premiums or other payments may be received. CAL/GROUP
agrees that it is not entitled to any fee payable by the insurer or other entity
with respect to coverage under any such policies, plans or programs, if such fee
was based upon premiums or other payments for any month subsequent to May, 1992,
regardless of when such premiums or other payments may be received.

          b.   Remittance/Accounting for Third Party Mispayments. The parties
anticipate the receipt by CAL/GROUP or PSI as the case may be of premiums and/or
compensation to which one other is entitled pursuant to the term of this
Agreement, and each of each parties agrees to remit to the other any payments,
fixed fees and/or premium received to which the other is entitled

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                                       18

hereunder. Such remittance will be made within thirty calendar days of receipt
along with an accounting of such funds.

          c.   Transfer of Records. CAL/GROUP shall assemble and make available
for PSI to retrieve at CAL/GROUP's place of business the records and other
materials that PSI will need effectively to perform the services called for
under the contracts assigned to PSI hereunder. CAL/GROUP and PSI shall cooperate
in connection with all other aspects of the transition from CAL/GROUP to PSI as
the service provider under such contracts, including, but not limited to, the
prompt transmittal to PSI of any and all records and correspondence subsequently
received by CAL/GROUP after the Closing.

          d.   Payments to CAL/GROUP.

               (1)  Schedule of Payments. In further consideration for the
assignment of all its rights, titles and interests in and to the contracts
listed in Exhibit A attached hereto, deferred payments in the amounts set forth
in Exhibit F attached hereto will be paid to CAL/GROUP by Plan Services, Inc.

                    The amount of each deferred payment was calculated on the
assumption that the difference between Gross Revenues and Commission Expenses
has a Present Value (after payment of those sums set forth in Paragraph 1 above)
of $1,500,000. Should the Present Value be adjusted upward or downward as the
result of timely completion of the Net Income Statement pursuant to Paragraph
9(c) above, deferred payments shall likewise be adjusted upward or downward
accordingly. Exhibit F shall then be modified so that the first deferred payment
shall

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                                       19

equal the product of 1.025 times 1/30th of the adjusted Present Value and each
subsequent deferred payment shall equal the product of 1.025 times the amount
payable on the due date of the immediately preceding deferred payment.

                    However, notwithstanding any adjustments of Present Value or
modifications to Exhibit F, the number of deferred payments and the dates of
such payments shall remain the same as set forth in Exhibit F.

               (2)  Security for Balance Owed to CAL/GROUP. PSI shall provide an
Irrevocable Letter of Credit from Morgan Guaranty in the initial amount of one
million five hundred thousand ($1,500,000.00) to secure the payments pursuant to
subparagraph 10d.(1) hereof. Such Letter of Credit shall provide that the
failure of PSI to make any payment provided for in paragraph 10d.(1) and Exhibit
F referenced therein, shall permit CAL/GROUP to draw down on such Letter of
Credit to effect repayment of the obligations of PSI under paragraph 10d.(1).
Inasmuch as Letters of Credit must be renewed each year, PSI shall arrange for a
new Letter of Credit in the amount of the difference between (i) $1,500,000.00
and (ii) the product of $50,000 times the number of deferred payments that PSI
has paid in full prior to the renewal date, at least thirty (30) days before the
then current Letter of Credit expires and shall have Morgan Guaranty notify
CAL/GROUP that the renewed Letter of Credit will be issued at least 30 days in
advance thereof. Failure to do so shall entitle CAL/GROUP to draw upon the
entire current Letter of Credit. Otherwise, upon notification, the next Letter
of Credit will go into effect for the forthcoming year.

          e.   Thomas Compensation for Future Services.

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                                       20

               (1)  Thomas Services. Thomas agrees to consult with PSI regarding
its claims administration and provide marketing and underwriting services to PSI
with respect to the business assigned by CAL/GROUP to PSI, new business
developed by Thomas and new business developed by PSI for a period of fifteen
(15) years from the Closing. Thomas shall make himself reasonably available to
PSI for such consulting, marketing and underwriting services but in no event
shall Thomas be required to render any specific amount of time to PSI, or be
available on any specific date or at any specific places. PSI shall reimburse
Thomas for all reasonable out-of-pocket expenses for long distance phone calls,
mail, express mail, travel, lodgings and meals, and similar expenses incurred by
Thomas in rendering services to PSI provided PSI has pre-approved same. Except
as may be otherwise provided in Paragraph 8 hereof, Thomas may render similar
services to other parties, including, but not limited to, other insurers, self
insurers and third party administrators;

               (2)  Thomas Payments. In consideration of the above-described
services, PSI shall, pay to Thomas the following percentages of the compensation
described in clauses (i), (ii) and (iii) of this paragraph 10.e. that exceed $3
million in the aggregate received by PSI with respect to the 12 month period
that begins on May 1, 1993 and on the anniversary of such date for each year
thereafter for the fifteen year period beginning on May 1, 1993. Payments and an
accounting of the compensation received by PSI for the subject 12-month period
shall be delivered by PSI to Thomas under this paragraph 10.e. within forty-five
(45) days after the end of the 12-month period to which the payment and
accounting pertains.

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                    (i)   5 % of the compensation paid to PSI (x) under and
pursuant to the contracts that are assigned to PSI under this Agreement,
excluding any interest earned by PSI on premiums or other payments made by
participating employers or others for coverage under any policy, plan or program
with respect to which PSI performs services pursuant to such contracts, and (y)
by employers participating in multiple employer trusts that hold any insurance
policies administered by PSI pursuant to the contracts assigned to PSI under
this Agreement;

                    (ii)  5% of PSI's compensation pursuant to any
administrative services or similar contracts, other than those assigned to PSI
hereunder, that PSI enters into with an insurance company or other entity as a
direct result of the efforts of Thomas (e.g. introduction by Thomas, or
negotiation by Thomas on behalf of PSI) to bring such business to PSI. PSI's
compensation under such contracts, for purposes of determining the amount on
which the 5% fee is based, shall be calculated in the same manner as provided
for in subparagraph (i) above;

                    (iii) 2% of PSI's compensation under any contract with an
insurance company to provide administrative services in connection with a policy
of dental insurance issued by such company; excluding, however, any contracts
described in subparagraphs (i) or (ii), above, any contracts entered into by PSI
with any insurance company that has issued a policy of insurance that PSI is
administering as of the Closing Date, any dental programs incidental to medical
programs (i.e., less lives covered for dental than for medical benefits)
administered by PSI, and any contracts entered into by PSI with any insurance
company prior or subsequent to the Closing Date to provide administrative
services in connection with a self-funded, or only partially insured, program of
benefits.

<PAGE>

                                       22

               (3)  Thomas shall have the right, but not the obligation, to
review, inspect and audit PSI's books and records at his own expense, with
respect to PSI's receipt of compensation described in subparagraphs 10e(2)(i)
through (iii). The audit or inspection must be initiated and completed within a
ninety (90) day period from the date Thomas receives an accounting and payment,
if any, for the year in question. Prior to such audit, Thomas and/or any agents
performing such audit shall sign a confidentiality agreement in substantially
the form attached hereto as Exhibit "G".

          f.   CAL/GROUP Health Benefits. PSI agrees that for the ten (10) year
period beginning on the Closing Date, PSI shall provide benefits under PSI's
then effective health care benefits program to such CAL/GROUP employees as may
be designated by CAL/GROUP not to exceed fifteen people at any one time:
provided that CAL/GROUP remits to PSI each month in advance 100% of the cost of
coverage under the program for such CAL/GROUP employees who may be so covered,
which cost shall be the same cost as the cost of the same coverage for PSI
employees. All existing CAL/GROUP employees shall be entitled to program
coverage without any waiting period immediately upon the Closing Date. All
CAL/GROUP new employees shall be subject to a 180 day waiting period prior to
being eligible for health care benefits under PSI's program in the event the PSI
program is notified in the future to provide a longer waiting period, such
longer waiting period will apply to CAL/GROUP employees to the same extent as it
will apply to PSI employees.

<PAGE>

                                       23

          g.   CAL/GROUP Post 5/1/93 Compensation. All monies due to CAL/GROUP
under the assigned contracts (net of commissions, paid to agents) with respect
to coverage for any month beginning on or after May 1, 1993, and all separately
billed fees to employees and individuals payable to CAL/GROUP with respect to
such coverage, shall be remitted by CAL/GROUP to PSI promptly after CAL/GROUP's
accounting for the month in question is completed, but no later than 15 days
after the end of such month. The parties anticipate CAL/GROUP's continued
administration of same, however, for a short period after the Closing Date.
Accordingly, PSI agrees to reimburse CAL/GROUP for reasonable, normal expenses
(including, but not limited to, salaries, benefits, rent, and phone but
excluding legal and outside accounting fees, and extraordinary or annual
expenses) incurred from May 1, 1993 until the date PSI has taken over
substantially all the administrative responsibilities under the assigned
contracts (Transfer Date). The actual Transfer Date shall be determined by
mutual agreement of the parties. CAL/GROUP shall provide a monthly accounting of
and request for reimbursement of such expenses to PSI in writing. PSI shall
remit reimbursement or such expenses to CAL/GROUP within 5 days from receipt of
such accounting and request for reimbursement.

     11.  Benefit. This Agreement shall be binding upon, and inure to the
benefit of, the respective successors, assigns, heirs and personal
representatives of the parties hereto.

     12.  Further Documentation. CAL/GROUP and Thomas agree that after the
Closing, upon PSI's request, it or he, as the case may be, will from time to
time execute and deliver to PSI all such instruments and documents of further
assurance or otherwise, and will do any and all such acts and

<PAGE>

                                       24

things, as may reasonably be required to carry out the obligations of CAL/GROUP
or Thomas hereunder and fully to consummate the transactions contemplated
hereby.

     13.  Tax Returns. No party to this Agreement has made any representations
as to tax status of this transaction and each party is therefore taking the
advice of that party's counsel as to such matters and is assuming his, her or
its own tax liabilities, if any, by reason of this Agreement and the carrying
out of its terms.

     14.  Expenses. Each party to this Agreement will bear the fees and expenses
incurred by such party in connection with this Agreement.

     15.  Entire Understanding. This Agreement (including the Exhibits thereto)
contains the entire agreement among the parties with respect to the subject
matter hereof, and supersedes all prior agreements, written or oral, with
respect thereto.

     16.  Nature and Survival of Representations and Warranties. All
representations and warranties of each party hereto contained in this Agreement
shall be deemed. to have been relied upon by the other parties hereto
notwithstanding any independent investigation made by them and shall survive the
effective date of this Agreement and the consummation of the transactions for
which it provides.

     17.  Arbitration. Any controversy or claim arising out of or relating to
this Agreement shall be settled by arbitration in Los Angeles, California, in
accordance with the rules of the

<PAGE>

                                       25

American Arbitration Association. The arbitrators) shall not have the
jurisdiction or power to consider claims or enter an award for punitive damages.
The arbitrator(s) shall not be bound by formal rules of law or evidence and
shall consider all claims in light of the customs, usages and practices of the
insurance industry. No formal discovery shall be allowed, provided however, that
each party shall cooperate by providing the other party with all non-privileged
documents, information and witness statements as may be reasonably necessary to
evaluate the submitted controversy to, have meaningful settlement discussions
and to avoid surprise at the arbitration hearing. Any judgment upon the award
rendered in such arbitration may be entered in any court of competent
jurisdiction. This provision shall not apply, however, to any legal proceeding
initiated solely to obtain equitable or other equitable relief and reasonable
attorneys fees associated therewith, but excluding damages which shall be
subject to arbitration, including, but not limited to, any claim or controversy
arising out of or relating to the restrictive covenants set forth in Section 8,
paragraphs a. and b., of this Agreement, and/or declaratory relief respecting
the respective parties' rights to accountings and inspection of books and
records as provided herein.

     18.  Waiver, modification, or cancellation. Any waiver, alteration, or
modification of any of the provisions of this Agreement, or its cancellation or
replacement, shall not be valid unless in writing and signed by the parties.

     19.  Construction. This Agreement shall be governed by the laws of the
State of California, without regard to its conflict of law rules.

<PAGE>

                                       26

     20.  Notices. All notices. requests, demands, or other communications
hereunder shall be in writing and shall be deemed given when received if
delivered or mailed, first class postage prepaid, to the addresses indicated
below or to such other address as any party may have furnished to the other
parties in writing.

          (a)  If to PSI:

               Plan Services, Inc
               3501 Frontage Road
               Concourse Center Tampa, FL 33607

               Attention: Gary L. Raeckers, President

          (b)  If to CAL/GROUP:

               C G Insurance Services, Inc.
               P.O. BOX 3209
               Covina, CA 91722

               Attention:  Renny V. Thomas, Executive Vice President

          (c)  If to Thomas:

               Mr. Renny V. Thomas
               c/o C G Insurance Services, Inc.
               P.O. BOX 3209
               Covina, CA 91722

     21.  Headings. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.

     22.  Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

<PAGE>

                                       27

     23.  CAL/GROUP Rights to Assign Benefits. CAL/GROUP shall have the right to
assign its rights under this Agreement to any person or entity in its sole
discretion without the prior consent or approval of PSI provided that no such
assignment shall release CAL/GROUP from its duties and obligations hereunder and
PSI shall have the right to assert all claims, defenses and offsets against
CAL/GROUP's assignee as PSI could against CAL/GROUP.

     24.  Attorneys Fees. In the event of a dispute arising from or related to
this Agreement, the prevailing party shall be entitled to recover its reasonable
attorneys fees and costs, in addition to any other monetary or equitable relief
awarded, incurred in any legal, arbitral or alternate dispute resolution
proceeding.

     25.  Confidentiality Agreement. Prior to CAL/GROUP providing any of the
financial information or copies of the contracts assigned pursuant to this
Agreement, PSI shall execute a Confidentiality Agreement in the form attached
hereto as Exhibit G. PSI further agrees to have any and all agents, including,
but not limited to, its accountants, or independent accounting firm execute same
prior to delivering any information or documents received from CAL/GROUP to such
agents.

     26.  Purchase Price Allocation. The estimated sum of $1,900,000.00 payable
to CAL/GROUP under this Agreement shall be allocated as follows: $1,800,000.00
in consideration of the assigned contracts; and., $100,000.00 for its
non-competition agreement.

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

<PAGE>

                                       28

                                                PLAN SERVICES, INC.


                                                By: /s/ Gary L. Raeckers
                                                    ----------------------------



                                                CG INSURANCE SERVICES, INC.


                                                By: /s/ Renny V. Thomas
                                                    ----------------------------



                                                By: /s/ Renny V. Thomas
                                                    ----------------------------
                                                        RENNY V. THOMAS

<PAGE>

                                       29

                                CONSENT OF SPOUSE

     The undersigned as the spouse of Renny V. Thomas, having a community
property interest in his stock in CAL/GROUP hereby consents to and joins in the
above-stated Agreement.




                                                By:   /s/ Marlene Thomas
                                                    ----------------------------

<PAGE>

                                       30

                        AMENDMENT TO ASSET SALE AGREEMENT

     This Amendment is entered into this 17th day of October, 1994 by and
between Plan Services, Inc., a Florida Corporation ("PSI") and CG Insurance
Services, Inc. ("CAL/GROUP") a California Corporation and Renny V. Thomas
("Thomas"), a citizen and resident of Los Angeles County, California to modify
that certain Asset Sale Agreement ("the Agreement") dated May 27, 1993.

                                    AMENDMENT

     The parties agreement to amend section 10d(2) of the Agreement by deleting
any and all references to Morgan Guaranty and replacing it with First Union
National Bank of North Carolina, N.A.

                        AFFIRMATION OF ORIGINAL CONTRACT

     Except as expressly provided above, and notwithstanding any prior
amendments to the Agreement, the parties reaffirm that the language and terms of
the original Agreement remain unchanged.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                        PLAN SERVICES, INC.


__________________________              By /s/ Gary L. Raeckers
         Witness                           -------------------------------------

                                        Title: Executive Vice President
                                               ---------------------------------


                                        C G INSURANCE SERVICES, INC.


__________________________              By /s/ Renny V. Thomas
         Witness                           -------------------------------------

                                        Title: Vice President
                                               ---------------------------------

<PAGE>

                                       31

                   FIRST MODIFICATION TO ASSET SALE AGREEMENT

I. PARTIES.

     This Agreement is entered into as of March 25, 1994, by and among the
parties named hereinafter to modify and supplement that ASSET SALE AGREEMENT
dated May 27, 1993 ("CONTRACT") by and among Plan, Services, Inc, ("PSI"). a
Florida corporation with principal offices in Tampa, Florida; CG Insurance
Services, Inc. ("CAL/GROUP:), a California corporation with principal offices in
Covina, California; and Renny V. Thomas ("Thomas"), a citizen and resident of
Los Angeles County, California.

II. RECITALS

     The parties hereto desire to adjust the total consideration and deferred
payment schedule to be paid by PSI to CAL/GROUP to account for the loss of the
American Chambers Insurance Company block of business after the transfer of the
claims administration business from CAL/GROUP to PSI.

III. AGREEMENTS

     The parties hereto agree that the total consideration to be paid by PSI
under the CONTRACT shall be reduced from two million dollars ($2,000,000.00) to
one million eight hundred and fifty thousand dollars ($1,850,000.00) and the
deferred payment schedule under paragraph 10.d.(1), Exhibit F to the CONTRACT is
hereby replaced by the new deferred payment schedule attached hereto as Exhibit
F1, provided however, that the scheduled May 1, 1994 payment, and only that
payment, listed as fifty thousand dollars ($50,000.00) shall be reduced by
twelve hundred and fifty

<PAGE>

                                       32

dollars ($1,250.00) to the sum of forty-eight thousand seven hundred and fifty
dollars ($48,750.00) to account for the excess of the scheduled payments over
the actual amount owed.

IV. AFFIRMATION OF ORIGINAL CONTRACT.

     Except as expressly modified herein, the parties hereby reaffirm and
incorporate by reference herein the original terms of the CONTRACT.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year set forth below.

                                        PLAN SERVICES, INC.



DATED: MARCH 31 1994                    By: /s/ George Dunaway
                                            ------------------------------------
                                             GEORGE DUNAWAY,
                                             VICE PRESIDENT - FINANCE
                                             AND CHIEF FINANCIAL OFFICER


                                        CG INSURANCE SERVICES, INC.





DATED: MARCH 30, 1994                   By  /s/ Renny V. Thomas
                                            ------------------------------------
                                             RENNY V. THOMAS, PRESIDENT

<PAGE>

                                       33

                            SUMMARY OF PURCHASE PRICE

Deferred                Payment
Payment                 Date                          Amount
-------                 -------                    ------------

  1                     11/1/93                    $   51,250.00
  2                     5/1/94                     $   48,750.00
  3                     11/1/94                    $   50,000.00
  4                     5/1/95                     $   50,000.00
  5                     11/1/95                    $   50,000.00
  6                     5/1/96                     $   57,000.00
  7                     11/1/96                    $   57,000.00
  8                     5/1/97                     $   57,000.00
  9                     11/1/97                    $   57,000.00
  10                    5/1198                     $   57,000.00
  11                    11/1/98                    $   64,000.00
  12                    5/1/99                     $   64,000.00
  13                    11/1/99                    $   64,000.00
  14                    5/1/00                     $   64,000.00
  15                    11/1/00                    $   64,000.00
  16                    5/1/01                     $   71,000.00
  17                    11/1/01                    $   71,000.00
  18                    5/1/02                     $   71,000.00
  19                    11/1/02                    $   71,000.00
  20                    5/1/03                     $   71,000.00
  21                    11/1/03                    $   78,000.00
  22                    5/1/04                     $   78,000.00
  23                    11/1/04                    $   78,000.00
  24                    5/1/05                     $   78,000.00
  25                    11/1/05                    $   78,000.00
  26                    5/1/06                     $   80,000.00
  27                    11/1/06                    $   80,000.00
  28                    5/1/07                     $   80,000.00
  29                    11/1/07                    $   80,000.00
  30                    5/1/08                     $   80,000.00
  31                    11/1/08                    $    5,255.48

                 Total                             $2,005,255.48