Exhibit 10.7 Line of Credit


    Exhibit
      10.7

    


    


    October
      15, 2004

    


     

    Lyndon
      A.
      Smith, President

    Employer
      Plan Services, Inc.

    2180
      N.
      Loop West, #400

    Houston,
      Texas 77018    

    


    
      	 	
              Re:

            	
              Line
                of Credit Loan 

            


    

    _______________________

    


    Dear
      Mr.
      Smith:

    


    The
      Promissory Note executed by Employer Plan Services, Inc. (“Borrower”) to Brokers
      National Life Assurance Company (“Lender”) dated October 15, 2002 in the
      principal amount of $200,000 is due to expire on October 15, 2004. Additional
      security for the payment of the note has been provided by the Borrower's
      stockholders, Lyndon A. Smith and Sally A. Dwyer (the “Guarantors”) in the form
      of a Commercial Guaranty executed by each of the Guarantors and dated October
      15, 2002. At your request, we have agreed to extend and renew the note for
      an
      additional term with payments to be made as follows: interest only on the
      outstanding principal balance until August 1, 2005; thereafter the note will
      be
      paid in 60 equal monthly installments of principal and interest until paid
      in
      full beginning August 15, 2005. All terms, provisions and conditions of the
      note, promises, agreements, undertakings, security agreements, or other
      documents or commitments and Commercial Guaranty, or any combination of those
      actions or documents, shall remain the same and shall continue in full force
      and
      effect until the outstanding principal balance and accrued interest shall be
      paid in full. The undersigned Guarantors, as owners of all of the issued and
      outstanding capital stock of the Borrower and as the sole members of the Board
      of Directors of the Borrower, hereby certify, agree to the terms of this letter
      agreement and do hereby represent and warrant that all corporate action
      necessary to enter into and execute this Letter Agreement has been taken, and
      that they are duly authorized to execute this Letter Agreement on behalf of
      the
      Borrower. If this letter correctly sets forth our agreements and understandings,
      please affix your signatures to a copy of this letter and return it to the
      undersigned.

    


    Yours
      very truly,

    


    BROKERS
      NATIONAL LIFE

    ASSURANCE
      COMPANY

     

    /s/
      Barry N. Shamas

                                          
                                      Barry
      N. Shamas

    Executive
      Vice President

    


     

    


    


    


    


    


    ACKNOWLEDGMENT
      OF AGREEMENT:

    


    EMPLOYER
      PLAN SERVICES, INC.

    


    


    By:
      /s/
      Lyndon A. Smith

    ____________________________

    Lyndon
      A.
      Smith

    President
      and Director

    


    


    By:
      /s/
      Sally A. Dwyer

    _______________________________

    Sally
      A.
      Dwyer

    Vice
      President and Director

    


    


    GUARANTORS:

    


    


    By:
      /s/
      Lyndon A. Smith

    _______________________________

    Lyndon
      A.
      Smith

    


    


    By:
      /s/
      Sally A. Dwyer

    _______________________________

    Sally
      A.
      Dwyer

    


    


    
      
         

      

      
        E-33