2005 Exhibit 10.5 Claims Service Agreement


    Exhibit
      10.5

    


    


    


    


    


    


    CLAIM
      SERVICES AGREEMENT

    


    


    


    


    


    


    


    THIS
      AGREEMENT
      is made
      as of the First day of June 1, 1999 between:

    


    Brokers
      National Life Assurance Company

    (an
      Arkansas Corporation)

    


    (hereinafter
      referred to as “Brokers”) and

    


    Employer
      Plan Services, Inc.

    (a
      Texas
      corporation)

    


    (hereinafter
      referred to as “EPSI”)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    This
      Agreement, together with any Schedules and Exhibits attached or referenced
      within this Agreement and any amendments to the Agreement, constitute the entire
      Agreement between Brokers and EPSI.


    
      
         

        


        
        

      

      
        E-4

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    
      	
              I.

            	
              Purpose
                

            


    

    


    
      	
              II.

            	
              Consideration

            


    

    
      	
              III.

            	
              Duties
                of EPSI 

            


    

    


    
      	 	
              A.

            	
              Payment
                of Claims 

            


    

    
      	 	
              B.

            	
              Claim
                Determination 

            


    

    
      	 	
              C.

            	
              Customer
                Service 

            


    

    
      	 	
              D.

            	
              Watts
                Service 

            


    

    
      	 	
              E.

            	
              Eligibility
                Maintenance 

            


    

    
      	 	
              F.

            	
              Reports
                

            


    

    
      	 	
              G.

            	
              Disputed
                Claims 

            


    

    
      	 	
              H.

            	
              Overpayment
                and Underpayment 

            


    

    
      	 	
              I.

            	
              Fidelity
                Bond and Errors and Omissions Coverage


            


    

    
      	 	
              J.

            	
              Maintenance
                of Records 

            


    

    
      	 	
              K.

            	
              Notices
                and Complaints 

            


    

    


    
      	
              IV.

            	
              Restrictions
                on Performance 

            


    

    


    
      	 	
              A.

            	
              Trademarks
                and Tradenames 

            


    

    
      	 	
              B.

            	
              Subcontracting
                

            


    

    


    
      	
              V.

            	
              Rights
                of Brokers 

            


    

    


    
      	 	
              A.

            	
              Periodic
                Audits 

            


    

    
      	 	
              B.

            	
              Ownership
                of and Access to Records 

            


    

    


    
      	
              VI.

            	
              Duties
                of Brokers 

            


    

    


    
      	
              VII.

            	
              Compensation
                

            


    

    


    
      	
              VIII.

            	
              Printing
                Costs 

            


    

    


    
      	
              IX.

            	
              Liability
                of EPSI and Brokers 

            


    

    


    
      	 	
              A.

            	
              Liability
                of EPSI 

            


    

    
      	 	
              B.

            	
              Liability
                of Brokers 

            


    

    


    
      	
              X.

            	
              Termination
                

            


    

    


    
      	 	
              A.

            	
              Duration
                

            


    

    
      	 	
              B.

            	
              Termination
                by EPSI 

            


    

    
      	 	
              C.

            	
              Termination
                by Brokers 

            


    

    


    
      	
              XI.

            	
              General
                Provisions 

            


    

    


    
      	 	
              A.

            	
              Performance
                of Service 

            


    

    
      	 	
              B.

            	
              Amendments
                

            


    

    
      	 	
              C.

            	
              Notice
                

            


    

    
      	
              I.

            	 


    


    
      
        
 

        
        

      

      
        E-5

        
          

        

      

      
        
        

      

    


    Purpose

    


    This
      Agreement provides for the terms under which EPSI will provide dental claim
      services for the current or future contracted Brokers dental insurance
      Policyholders. EPSI will provide such services regarding claims for the
      Policyholders’ covered persons (“Covered Persons”), in accordance with the terms
      of the Policyholders’ policies (“Policy(ies)”).

    


    
      	
              II.

            	
              Consideration

            


    

    


    The
      consideration for this Agreement will be the mutual promises of the parties
      contained herein.

    


    
      	
              III.

            	
              Duties
                of EPSI

            


    

    


    EPSI
      will
      perform the following services with respect to Brokers’
Policyholders:

    


    
      	
              A.

            	
              Payment
                of Claims
                -
                EPSI will receive, review, evaluate, refer, adjust and promptly pay
                or
                deny all claims that are submitted to EPSI according to EPSI then
                current
                claims administration practices and procedures and as directed by
                Brokers.
                All claims will be paid in strict conformance with the Policy language,
                unless directed otherwise by Brokers. Specific services will
                include:

            


    

    


    
      	 	
              1.

            	
              Preparation
                of checks for the payment of the amount of benefits determined to
                be
                payable under the Policy to the Beneficiary or to the assignee of
                benefits
                as the interests appear to EPSI.

            


    

    


    
      	 	
              2.

            	
              Release
                benefit checks to the payee by regular mail. The frequency of such
                check
                releases shall be in accordance with the written instructions of
                Brokers.
                EPSI shall be entitled to rely upon such approval as a guarantee
                of
                funding.

            


    

    


    
      	 	
              3.

            	
              In
                the event that a Claim is denied, in whole or in part, written notice
                to
                the Beneficiary of the reason(s) for the
                denial.

            


    

    


    
      	 	
              4.

            	
              Preparation
                and release of Explanation of Benefit forms to the Beneficiary in
                conjunction with the payment or denial of each
                Claim.

            


    

     

    EPSI
      will
      reduce claim turnaround time, within a reasonable period of time after
      the

    effective
      date of this agreement, in order to comply with the requirements of any


    applicable
      State Unfair Claims Practices Act or the requirements of any State 

    Insurance
      Department law or regulation. Brokers will have sole responsibility to


    notify
      EPSI of any such State Insurance Department requirement or law.

    


    
      	
              B.

            	
              Claim
                Determination
                -
                With respect to any specific claim, if EPSI deems appropriate, EPSI
                may:

            


    

    


    
      	 	
              1.

            	
              Correspond
                directly with the Covered Person, Policyholder and/or providers of
                health-care services in the event that additional information appears
                to
                be necessary to properly process the
                Claim;

            


    

    


    
      	 	
              2.

            	
              Consult
                with professional medical or dental consultants (at the expense of
                Brokers);

            


    

    


    
      	 	
              3.

            	
              Use
                its standard procedures to determine whether there is other coverage
                against which benefits provided under Brokers’ Policy may be
                coordinated;

            


    

    


    
      	 	
              4.

            	
              Determine
                whether the procedure, treatment or supplies appears to be medically
                necessary in the opinion of
                EPSI;

            


    


    
      
         

        


        
        

      

      
        E-6

        
          

        

      

      
        
        

      

    


    


    
      	 	
              5.

            	
              Determine
                the amount of benefits which appear to be payable under the Policy
                with
                respect to the indicated procedure, based upon the lesser of the
                amount
                due under any applicable PPO Fee Schedule, the amount actually charged
                or
                the 75th
                percentile of the amount considered reasonable and customary in accordance
                with the data base then loaded into the EPSI system. It is understood
                and
                agreed that such percentile shall be as determined by Brokers. The
                reasonable and customary data base loaded into the EPSI system will,
                unless otherwise disclosed to Brokers, be as provided to EPSI by
                Medical
                Data Research; updated not less frequently than every
                6 months.

            


    

    


    
      	 	
              C.

            	
              Customer
                Service
                -
                EPSI will maintain a Customer Service Unit trained to respond to
                telephone
                and written inquiries from Covered Persons and providers relating
                to the
                Policy and Claim matters.

            


    

    


    
      	 	
              D.

            	
              Watts
                Service
                -
                EPSI will provide a toll-free telephone number so that Covered Persons
                or
                providers may contact EPSI regarding Claims matters during the regular
                business hours of EPSI.

            


    

    


    
      	 	
              E.

            	
              Eligibility
                Maintenance -
                EPSI will maintain an eligibility file of Covered Persons entitled
                to
                receive benefits under the Policies based upon information provided
                to
                EPSI by Brokers as provided for in Section VI.D of this
                Agreement.

            


    

    


    
      	 	
              F.

            	
              Reports
                -
                EPSI will:

            


    

    


    
      	 	
              1.

            	
              maintain
                a system for the tracking of payments, refunds, stop payments, and
                voids,
                and report the transactions in the Monthly Claim Report;
                and

            


    

    


    
      	 	
              2.

            	
              maintain
                a system for and assume all reporting responsibilities for the preparation
                and distribution of IRS Form 1099 for providers of dental
                service.

            


    

    


    
      	 	
              3.

            	
              provide
                reports as needed by Brokers for the timely completion of Brokers
                financial statement and as requested by Brokers for analysis of Brokers
                claim experience.

            


    

    


    G.
      Disputed
      Claims
      - EPSI
      will refer all disputed claims to Brokers for determination. A claim which
      is


    pending
      further information is not a disputed claim.

    


    “Disputed
      Claim” is a claim:

    


    
      	 	
              1.

            	
              which
                has been denied in whole or in part by EPSI;
                and

            


    

    


    
      	 	
              2.

            	
              for
                which EPSI’s determination has been disputed or appealed in
                writing.

            


    

    


    In
      referring a Disputed Claim to Brokers, EPSI will provide Brokers with the
      following 

    information:

    


    
      	 	
              1.

            	
              a
                copy of all documents in the claimant’s file, including the claim,
                correspondence between EPSI and the claimant, and any other pertinent
                documents relating to the Disputed Claim;
                and

            


    

    


    
      	 	
              2.

            	
              an
                analysis of the Disputed Claim and the basis for the claim denial
                with
                appropriate references to the applicable provisions of the
                Policy(ies).

            


    

    


    Brokers
      will notify EPSI in writing of its determination with respect to the Disputed
      Claim. 

    Brokers
      retains final decision making authority as to how the Disputed Claim will be
      handled.


    
      
         

        


        
        

      

      
        E-7

        
          

        

      

      
        
        

      

    


    


    
      	 	
              H.

            	
              Rescissions
                -
                EPSI will refer all claims which contain information which would
                be
                grounds for 

            


    

    rescinding
      a Covered Person’s coverage to Brokers along with the appropriate documentation.


    Brokers
      will have the sole authority to decide whether or not coverage should be
      rescinded. Brokers 

    has
      the
      sole authority to issue all notices of rescission to Covered Persons. EPSI
      will
      be notified of all 

    rescissions.

    


    
      	 	
              I.

            	
              Overpayment
                and Underpayment
                -
                If EPSI pays any person less than the amount to which he or she
                is

            


    

    entitled
      under the Policy(ies), EPSI will promptly, upon learning of the underpayment,
      adjust the 

    underpayment
      to the correct amount.

    


    If
      EPSI
      or Brokers discovers that an overpayment has been made on behalf of any person’s
      claim, EPSI is hereby authorized to seek recovery from the dentist or insured
      and or to offset the amount of any excess payment form any unpaid claim of
      such
      person or of any other person who is a member of such person’s family
      unit.

    


    
      	 	
              J.

            	
              Fidelity
                Bond and Errors and Omissions
                Coverage

            


    

    


    
      	 	
              1.

            	
              EPSI
                is required to purchase a Blanket Fidelity Bond in its own name in
                an
                amount of at least $1,000,000,000

            


    

    


    The
      Bond
      will state that:

    
      	 	
              a.

            	
              loss,
                if any, involving money or other property belonging to Brokers will
                be
                payable to Brokers as its interest may appear;
                and

            


    

    


    
      	 	
              b.

            	
              if
                the Bond is canceled, Brokers will be notified 30 days prior to such
                cancellation.

            


    

    


    EPSI,
      upon request, will provide a copy of the Bond to Brokers.

    


    
      	 	
              2.

            	
              EPSI
                is required to purchase and to maintain Liability Insurance in any
                amount
                not less than $1,000,000 per individual claim and $1,000,000 in the
                aggregate to provide insurance coverage for liability related to
                or
                arising out of EPSI’s errors or omissions in the performance of its duties
                under this Agreement.

            


    

    


    EPSI
      will
      provide Brokers with evidence of such coverage, upon request, and will notify
      brokers of any material change or cancellation of such coverage 30 days prior
      to
      such change or cancellation.

    


    
      	 	
              K.

            	
              Maintenance
                of Records
                -
                All records will be maintained at EPSI’s principal administrative
                offices
                or
                at Iron Mountain Storage Co., 3502 Bissonnet - Houston, TX for:

            


    

    


    
      	 	
              1.

            	
              the
                duration of this Agreement; or

            


    

    


    
      	 	
              2.

            	
              a
                longer period of time as may be required under the Employee Retirement
                Income Security Act of 1974, or any applicable state or commonwealth
                statute.

            


    

    


    EPSI
      may
      copy all claim forms and accompanying documentation on a record-keeping system.
      All records will be maintained in accordance with prudent standards of record
      keeping.

    


    Notwithstanding
      the above, it is hereby agreed that all records pertaining to the business
      administered hereunder are the sole property of Brokers, and EPSI shall provide
      Brokers any and all such documents on request by Brokers. Brokers agrees to
      pay
      the cost of retrieval of such records.


    
      
         

        


        
        

      

      
        E-8

        
          

        

      

      
        
        

      

    


    


    


    
      	 	
              L.

            	
              Notices
                and Complaints
                -
                If EPSI receives:

            


    

    


    
      	 	
              1.

            	
              notice
                of the commencement of any legal proceeding involving any Covered
                Persons;
                or 

            


    

    
      	 	
              2.

            	
              communication
                from:

            


    

    


    
      	 	
              a.

            	
              any
                Insurance Department or other administrative agency;
                or

            


    

    


    
      	 	
              b.

            	
              any
                other person identifying a complaint by any Covered Person or calling
                a
                hearing involving any Brokers
                practice,

            


    

    


    EPSI
      will
      immediately notify Brokers. EPSI will immediately send copies of any necessary
      documentation to Brokers, for exclusive handling by Brokers.

    


    EPSI
      will
      maintain a file containing any written letters of complaint received from
      Covered Persons, Policyholders or service providers for a period of six (6)
      years from receipt of the complaint letter, or a longer period of time as may
      be
      required under the employee retirement Income Security Act of 1974 or any
      applicable state statute.

    


    
      	
              IV.

            	
              Restrictions
                on Performance

            


    

    


    A.
      Trademarks
      and Tradenames
      - EPSI
      will not use the claim files or Brokers’ name, trademarks, logo or the name of
      any other affiliated Brokers’ company in any way or manner not specifically
      authorized in writing by Brokers. EPSI may use only advertising
      which:

    


    
      	 	
              1.

            	
              pertains
                to the business underwritten by Brokers;
                and

            


    

    
      	 	
              2.

            	
              has
                been approved in writing by Brokers in advance of its
                use.

            


    

    


    B.
      Subcontracting
      - EPSI
      will not subcontract any of its administrative functions, duties, or
      responsibilities without the prior approval of Brokers. Brokers has the right
      to
      refuse approval for any reason whatsoever at its sole discretion.

    


    
      	
              V.

            	
              Rights
                of Brokers

            


    

    


    
      	 	
              A.

            	
              Periodic
                Audits
                -
                Brokers may audit the records of EPSI which pertain to the performance
                of
                the duties of EPSI with respect to the Policies. EPSI will fully
                cooperate
                with Brokers, or its designee, during any such audit. Brokers will
                provide
                15 calendar days prior written notice to EPSI of its intent to perform
                an
                audit and to include in such notice the name of the persons authorized
                to
                perform the audit. All such audits shall take place at the office
                of EPSI
                during its normal business hours. 

            


    

    


    


    


    
      	 	
              B.

            	
              Ownership
                of and Access of Records
                -
                All source documentation relating to the Policies which comes into
                the
                possession of EPSI is the property of Brokers. Accordingly, EPSI
                will
                retain all records pertaining to the Policies for the period required
                by
                law and will furnish information relating to claims for benefits
                under the
                policies which is in the possession of EPSI as requested by Brokers.
                EPSI
                reserves the right to charge its then current fee for the production
                of
                such information. Records will not be used for any purpose not authorized
                in writing by Brokers.

            


    

    
      	
              VI.

            	 


    


    
      
         

        


        
        

      

      
        E-9

        
          

        

      

      
        
        

      

    


    Duties
      of Brokers

    


    Brokers
      will provide EPSI with the following items:

    


    A. Brokers’
      general administrative instructions as applicable to Policyholders; 

    


    
      	 	
              B.

            	
              A
                copy of the master Policy(ies), booklet(s), rider(s), and Certificate
                forms;

            


    

    


    
      	 	
              C.

            	
              Any
                additional standard Brokers forms necessary for the administration
                of the
                Policy(ies);

            


    

    


    
      	 	
              D.

            	
              A
                monthly, or more frequently if desired, eligibility file of persons
                entitled to receive benefits from Policies based upon information
                provided
                to Brokers by Policyholders on EPSI’s standard electronic or other media
                acceptable to EPSI. Brokers, and not EPSI, shall be responsible for
                the
                accuracy of such eligibility information; and EPSI shall be entitled
                to
                accept such information as accurate without inspection or
                investigation;

            


    

    


    E.
      A
      claims clearing Account which shall be established, maintained and adequately
      funded solely by Brokers (“Account”). Such Account shall be used exclusively for
      the payment of claims as provided in Section III.A.1. of this Agreement. Brokers
      shall at all times be responsible for funding this account for the payment
      of
      benefits under the Policies by and through this Account. Brokers shall also
      be
      responsible for reconciling the Account. EPSI shall not be required to use
      any
      of its funds for the payment of any such benefits, and it is expressly
      understood and agreed that Brokers, and not EPSI, shall be liable in the event
      any such check or checks are not honored when presented for
      payment.

    


    


    Compensation

    


    EPSI
      shall be reimbursed by Brokers according to the attached Schedule A for all
      services enumerated in this Agreement. Brokers understands and agrees that
      additional services that it may request EPSI to perform or an increase in the
      complexity if the services will generate additional fees that are not included
      on Schedule A. EPSI will outline such additional fees and secure Brokers written
      agreement to such fees prior to undertaking any action with respect to any
      such
      requested service.

    


    Printing
      Costs

    


    If
      EPSI
      requests any forms in addition to or in replacement of forms available and
      in
      stock at Brokers, Brokers will review and prepare the form language, prepare
      the
      form language, prepare a mechanical proof(s) and cause such forms to be printed.
      Brokers will bear the cost of printing such forms. 

    


    Liability
      of EPSI and Brokers

    


    
      	 	
              A.

            	
              Liability
                of EPSI
                -
                EPSI agrees to indemnify and hold Brokers harmless from any and all
                liability, loss, damage, fines, penalties and costs, including expenses
                and reasonable attorneys’ fees, which Brokers may sustain by reason of
                EPSI’s actions or failure to act in carrying out its responsibilities
                as
                set forth in this Agreement. EPSI also agrees to indemnify and hold
                Brokers harmless from any liability or loss resulting from the dishonest
                acts of EPSIBrokers
                employees or officers.

            


    

    


    
      	 	
              B.

            	
              Liability
                of Brokers
                -
                Brokers agrees to indemnify and hold EPSI harmless from any and all
                liability, loss, damage, fines, penalties and costs, including expenses
                and reasonable attorneys’ fees, which EPSI may sustain by reason of
                Brokers’ actions or failure to act in carrying out its responsibilities as
                set forth in this Agreement. Brokers also
                agrees
                to indemnity and hold EPSI harmless from any liability or loss resulting
                from the dishonest acts of Brokers employees or offrricers.

            


    

    


    


    Termination

    


    
      	 	
              A.

            	
              Duration
                -
                Unless terminated as provided in paragraph X.B below, the term of
                this
                Agreement shall be three (3) years, commencing on the Effective Date
                (“Initial Term”) and shall be automatically renewed for successive one (1)
                year terms (“renewal Terms”). As used in this Agreement, “Term” means the
                period during which the Agreement is in force, commencing on the
                Effective
                Date and ending on the effective date of
                termination.

            


    

    


    
      	 	
              B.

            	
              Termination
                by EPSI
                -
                EPSI may terminate this Agreement upon 15 days prior written notice
                in the
                event that:

            


    

    


    
      	 	
              1.

            	
              any
                check issued for payment of benefits under the Policies is dishonored
                for
                any reason and Brokers fails to deposit funds to cover such check
                within
                10 days of being notified of the dishonored check,
                or

            


    

    


    
      	 	
              2.

            	
              any
                fee due and owing to EPSI remains unpaid for a period of 315
                days after payment is due, or

            


    

    


    
      	 	
              3.

            	
              Brokers
                refuses or neglects to provide information reasonably requested by
                EPSI
                for the performance of its duties under the Agreement,
                or

            


    

    


    
      	 	
              4.

            	
              a
                petition in voluntary or involuntary Bankruptcy is filed by, or with
                respect to, Brokers.

            


    

    


    EPSI
      shall specify the “effective date of termination” in any such
      notice.

     

    
      	 	
              C.

            	
              Termination
                by Brokers
                -
                This Agreement may be terminated immediately by Brokers when and
                if:

            


    

    


    
      	 	
              1.

            	
              EPSI
                commits fraud or gross negligence in the performance of any of its
                duties
                under this Agreement, or

            


    

    


    
      	 	
              2.

            	
              wrongfully
                withholds or misappropriates, for EPSI’s own use, funds of Brokers or any
                of its Policyholders, or

            


    

    


    
      	 	
              3.

            	
              EPSI
                refuses or neglects to provide information reasonably requested by
                Brokers
                for the performance of its duties under the Agreement,
                or

            


    

    


    
      	 	
              4.

            	
              a
                petition in voluntary or involuntary Bankruptcy is filed by, or with
                respect to EPSI, or

            


    

    


    
      	 	
              5.

            	
              More
                than 50% of EPSI outstanding stock is transferred to individuals
                other
                than the current shareholders.

            


    

    


    
      	 	
              D.

            	
              Either
                Brokers or EPSI may terminate this Agreement at any time during any
                Renewal Term, without cause, upon 90 days prior written notice to
                the
                other party.

            


    

    


    
      	 	
              E.

            	
              Effect
                of Termination
                -
                EPSI shall not be obligated to perform any services whatever under
                this
                Agreement to or on behalf of Brokers on or after the effective date
                of
                termination of this Agreement, unless a written agreement providing
                otherwise has been executed by EPSI and Brokers prior to such effective
                date.

            


    


    
      
        
 

        
        

      

      
        E-10

        
          

        

      

      
        
        

      

    


    


    General
      Provisions

    


    
      	 	
              A.

            	
              Performance
                of Service
                -
                In the event that EPSI fails to perform services under this Agreement,
                Brokers may assume those services and will be entitled to the fees
                or
                allowances otherwise payable to
                EPSI.

            


    

    


    
      	 	
              B.

            	
              Amendments
                -
                This Agreement, any Schedules and Exhibits attached hereto can be
                changed
                at any time by an amendment signed by both
                parties.

            


    

    


    Brokers
      may change the Policyholders, Policy(ies), Administrative policies or guidelines
      at any time by providing EPSI at least sixty (60) days advance written notice
      of
      such change. All such changes will become prospectively binding on EPSI. IF
      any
      such change shall affect the scope of services performed by EPSI or require
      extraordinary measures, the fees payable shall be adjusted as mutually agreed
      to
      by the parties in writing.

    


    EPSI
      will
      not change any Policy language or any of Brokers practices unless authorized
      in
      writing by Brokers.

    


    
      	 	
              C.

            	
              EPSI
                shall perform only ministerial duties to Brokers and shall be neither
                the
                fiduciary nor co-fiduciary as defined by the Employee Retirement
                Income
                Security Act of 1974 (ERISA). All reports or disclosures required
                by law
                or governmental authorities shall be the responsibility of Brokers.
                EPSI
                may provide information, assistance and advice to Brokers to meet
                these
                requirements.

            


    

    


    
      	 	
              D.

            	
              EPSI
                shall make no representation to Brokers concerning any federal, state
                or
                local tax status of the Plan. All such questions should be referred
                to
                Brokers’ counsel or tax consultant. If, during the operation of the Plan,
                the federal government, the government of any state of any political
                subdivision or instrumentality of either shall assess any tax against
                the
                Plan and EPSI is required to pay such tax, EPSI shall report payment
                to
                Brokers and make a charge against the Plan for such
                tax.

            


    

    


    Notice
      - Any
      notification referenced under this Agreement will be effective:

    


    
      	 	
              1.

            	
              only
                if it is in writing, unless otherwise indicated;
                and

            


    

    


    
      	 	
              2.

            	
              when
                hand-delivered or two (2) days after it is mailed by registered mail,
                return receipt requested and addressed as
                follows:

            


    

    


    If
      addressed to Brokers, to:

    Brokers
      National Life Assurance Company

    2100
      W.
      William Cannon, Ste. L

    Austin,
      Texas 78745

    


    If
      addressed to EPSI, to:

    EPSI
      Benefits, Inc. 

    Insurance
      Benefit Services, Inc.

    Employer
      Plan Services

    2180
      North Loop West, Suite 400

    P.O.
      Box
      218969

    Houston,
      Texas 7701877218-8969

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         

        


        
        

      

      
        E-11

        
          

        

      

      
        
        

      

    


    


    


    This
      Agreement is made binding by the signatures of Brokers’ and EPSI’s
      representatives who are duly authorized to enter into such
      agreements.

    


    


    FOR
      EPSI:  Lyndon
      A.
      SmithSally
      Dwyer  Vice
      President

    (Name)   (Title)

     

    


    of
      EMPLOYER
      PLAN SERVICES, INC.
      agrees
      on its behalf to the terms of this Agreement. I am authorized to enter into
      such
      agreements.

    


    /s/
      Lyndon A. Smith    6/1/1999

    ______________________________ 
      ____________

    (Signature)     (Date)

    


    


    


    


    FOR
      Brokers: Barry
      Shamas  Executive
      Vice President

    (Name)   (Title)

    


    


    of
      Brokers,
      agree
      on its behalf to the terms of this Agreement. I am authorized to enter into
      such
      agreements.

    


    


    /s/
      Barry
      Shamas     6/1/1999

    ______________________________ 
      ____________

    (Signature)     (Date)


    
      
         

        


        
        

      

      
        E-12

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      A

    SCHEDULE
      OF FEES

    


    


    $
      waived  ANNUAL
      MAINTENANCE FEE:
      This fee
      shall be collected in the twelfth month of each contract year for: revisions
      to
      the Plans, Plan review meetings, computer updates, claims reporting and
      preparation of the IRS form 1099 for the Plan Providers.

    


    ADMINISTRATION
      FEE: The
      fees
      in this section are charged to administer the services as indicated. The fee
      listed below shall be multiplied by the number of eligible employees in the
      corresponding plan of benefits on the 15th
      of each
      month.

    


    DENTAL
      BENEFIT 

    


    $
      1.68  1st
      60,000
      EE Lives

    


    $
      1.55  60,001
      -
      75,000 EE Lives

    


    $
      1.45  75,001
      -
      125,000 EE Lives

    


    $
      1.30  *125,000+
      EE Lives

    


    


    The
      Company designates Barry
      Shamas
      as its
      administrative contact with the Claims Administrator.

    


    The
      effective date of this schedule is June 1, 1999, and it shall remain in effect
      until this Agreement is terminated or this schedule is amended by agreement
      of
      both parties. After 12 months and at the 125,000 EE Life level we will review
      the fee between Brokers and EPSI to discuss possible increases.

    


    


    


    By
      their
      signatures below, the undersigned:

    


    
      	 	
              a.

            	
              certify
                that they have authority granted to them respectively by Company
                and by
                Claims Administrator, Inc., to execute this agreement on its behalf
                and

            


    

    


    
      	 	
              b.

            	
              hereby
                execute this agreement in their respective
                names.

            


    

    


    BROKERS
      NATIONAL      EMPLOYER
      PLAN SERVICES, INC.

    LIFE
      ASSURANCE COMPANY

    


    by:
      /s/
      Barry N. Shamas     /s/
      Lyndon Smith

         

    
      
         

      

      
        E-13