Exhibit 10.8 Marketing Agreement


     

    Exhibit 10.8


    MARKETING
      SERVICES AGREEMENT 

    
 

    This
      Agreement entered into this 25th day of July, 2001, by and between BNL EQUITY
      CORPORATION,
      an Arkansas corporation (“BNLE”), and EPSI BENEFITS, INC. (“EBI”) and its


    wholly
      owned subsidiary, EMPLOYERS PLAN SERVICES, INC. (“EPSI”), both of which are
      Texas corporations,
      upon the following terms and conditions and for the considerations herein set
      forth. 

     

    1.
      Effective Date and Term. This Agreement shall become effective July 25th, 2001
      (the "Effective
      Date") and shall continue in full force and effect until terminated as provided
      in Section 9. 

     

    2.
      Purpose of Agreement. BNLE is knowledgeable in areas of insurance marketing
      and
has
      developed procedures designed to facilitate the marketing of insurance products
      and products eligible
      for services provided by EPSI. 

    


    3.
      Relationship of Parties. This Agreement describes the relationships between
      the
      parties concerning
      the EBI and EPSI insurance and third party administrators programs (the
“Programs”). 

     

    4.
      BNLE
      Duties. 

    


    (a)
      BNLE
      will assist EBI and EPSI in the continued production, enhancement and
development
      of the Programs to be directed towards new and existing customers. EPSI will
      

    assist
      in
      creating information for BNLE as determined by mutual agreement of BNLE and
      EPSI.
      

     

    (b)
      The
      prior written consent of EBI and EPSI is required before BNLE may prepare
      or publish any advertising or solicitation material of any kind regarding the
      Programs. 

    


    5.
      EPSI’s
      Duties. EBI and EPSI will: (a) maintain all records and facilities to administer
      and
      maintain the Programs, (b) use reasonable efforts to renew the users’ contracts,
      (c) collect charges with
      respect to the Programs, (d) provide production reports for the Programs, (e)
      pay fees to BNLE, as provided
      in Section 6 below and (f) promote the Programs in a reasonable manner with
      all
      reasonable efforts.
      

     

    6.
      Compensation of BNLE. Beginning on the Effective Date, EPSI will pay to BNLE
      a
monthly
      fee of five per cent (5%) of all revenues from the provision by EPSI of third
      party 

    administrative
      service fees received by EPSI during such month. The fee will be paid monthly
      within fifteen
      (15) days after the close of the month for which the fee is being paid. BNLE
      shall not undertake to
      charge
      nor shall it receive any charges or payments from purchasers of EPSI services.
      EPSI will furnish
      reasonable documentation with each payment. BNLE shall have the right on
      reasonable notice to
      EPSI
      to review and make copies of all books and records of EPSI as they relate to
      the
      Programs and the
      fees.


     

    7.
      Miscellaneous Provisions. 

     

    7.01
      Subject to law and regulation, BNLE, EBI and EPSI shall give prompt written
      notice
      to
      the other of, and cooperate fully with each other, with respect to any consumer
      

    


    


    


    



    
      
        
        

      

      
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    complaint
      or any governmental, administrative or judicial inquiry or proceeding with
      respect to the
      transaction of any Programs business. 

     

    7.02
      The
      prior written consent of EPSI is required before BNLE or any employee or
affiliate
      of BNLE shall prepare or publish any advertising or solicitation material of
      any
      kind 

    whatsoever
      for distribution to any purchaser or prospect which contains any reference
      to
      the Programs,
      or EPSI, or an affiliate of EPSI. 

     

    7.03
      BNLE
      shall cooperate fully with EPSI in the provision of the services and
facilities
      hereunder. 

     

    7.04
      This
      Agreement constitutes the entire agreement between the parties hereto with
      respect
      to the subject matter hereof and supersedes any prior negotiations, discussions,
      or written or
      oral
      understanding or agreements between the parties with respect to the subject
      matter. The terms
      and
      conditions of this Agreement shall inure to the benefit of the respective
      successors and permitted
      assigns of the parties hereto. Neither this Agreement nor any of the rights,
      obligations, or
      liabilities of either party hereto may be assigned without the prior written
      consent of the other party,
      which consent shall not be unreasonably withheld. BNLE shall have the right
      to
      make an assignment
      to an affiliate of its right to receive revenues under this Agreement. A copy
      of
      any assignment
      shall be furnished to both parties. This Agreement may be amended from time
      to
time
      by
      written instrument signed by the president or other executive officer of both
      parties. 

     

    7.05
      This
      Agreement shall be governed by and construed in accordance with the laws
      of
      the
      State of Texas. 

     

    7.06
      If
      any act at law or in equity is necessary to enforce or interpret the terms
      of
      this Agreement,
      the prevailing party shall be entitled to reasonable attorney's fees, court
      costs, and 

    necessary
      disbursements in addition to any other relief to which such party may be
      entitled. Venue
      for
      any action brought to enforce or interpret the terms of this Agreement shall
      be
      in 

    Travis
      County, Texas. 

     

    7.07
      Any
      notices to be given hereunder by one party to the other may be made either
      by
      personal delivery in writing (including facsimile transmission with confirmed
      receipt) or by 

    mail,
      registered or certified, postage pre-paid with return receipt requested. Mailed
      notices shall be
      addressed to the parties at the addresses appearing in this section of this
      Agreement, but each party
      may
      change its address by written notice in accordance with this paragraph. Notices
      delivered
      personally or by facsimile transmission shall be deemed communicated upon actual
      receipt.
      A copy of a facsimile transmission with a confirmed receipt shall be sent to
      the
addressee
      on the date of transmission by overnight courier. 

    


     

    Notices:
      

    


     

    If
      to
      BNLE: 

    


    Barry
      N.
      Shamas 

    


    BNL
      Equity Corporation 

    


    2100
      West
      William Canyon, Suite L 

    


    Austin,
      Texas 78745 

    



    
      
        
        

      

      
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    If
      to
      EPSI: 

    


     

    


    Lyndon
      Smith 

    


    EPSI
      Benefits, Inc. 

    


    2180
      North Loop West, Suite 400 

    


    Houston,
      Texas 77018 

    


     

    


    7.08
      If
      any portion of this Agreement should be declared void or invalid, the


    remaining
      portion of this Agreement shall be of full force and effect as if the void
      or
      invalid 

    portion
      were severable and not a part of this Agreement. 

    


     

    


    7.09
      Nothing herein is intended, nor shall be construed to permit, nor does it permit
      BNLE,
      directly or indirectly, to act as an insurance agent, insurer, or third party
      administrator. 

    Nothing
      herein shall be construed to permit nor does it permit, directly or indirectly,
      EPSI to engage
      in
      any act in violation of the Insurance Code of Texas or the rules and regulations
      

    adopted
      under such Code by the Commissioner of Insurance or the Texas Department of
      Insurance.
      

    


    7.10
      This
      Agreement may be executed in two (2) or more counterparts, each of which
shall
      be
      deemed a duplicate original. 

     

    7.11
      Nothing in this Agreement is intended, nor shall it be construed, to create
      the
relationship
      of employer and employee, partner or joint venturer between BNLE and EPSI.
      

    BNLE
      and
      EPSI and their producers, agents, sales staff and employees shall at all times
      be independent
      contractors. 

    


    7.12
      It
      is not intended that this Agreement, or performance hereunder, shall obligate
      any
      other
      entity to EPSI to any extent whatsoever. In no event shall EPSI have any rights
      as a 

    third
      party beneficiary, or assignee, in respect of any agreement between BNLE and
      any
      other entity.
      

     

    8.
      Hold
      Harmless. 

     

    (a)
      BNLE
      will defend and hold harmless EPSI and EBI from any liability caused
by
      the
      negligence, misconduct or omission of BNLE, or of any agent of BNLE, provided
      that 

    EPSI
      and
      EBI did not materially cause or contribute to such negligence, misconduct,
      or
omission,
      and provided that EPSI and EBI shall have given BNLE prompt written notice
      of
      any 

    claim
      which is known or given to EPSI or EBI. 

     

    (b)
      EPSI
      will defend and hold harmless BNLE from any liability caused by negligence,
      misconduct or omission of EPSI, provided that BNLE or its employees or agents
      

    did
      not
      materially cause or contribute to such negligence, misconduct or omissions,
      and
      provided
      that BNLE shall have given EPSI prompt written notice of any claim which is
      known 

    or
      given
      to BNLE. 

    


     

    



    
      
        
        

      

      
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    9.
      Term.
      This Agreement is made for a term of one (1) year and, after expiration of
      the
one
      (1)
      year term, may be terminated by either party without cause upon one hundred
      twenty (120) 

    days,
      or
      more, written notice. 

     

    10.
      Arbitration 

     

    (a)
      All
      unresolved differences of opinion or disputes of any nature between BNLE
and
      EPSI
      relating to this Agreement, including its formation and validity, and whether
      arising 

    during
      or
      after the period of this Agreement, shall be submitted to arbitration.


     

    (b)
      The
      Board of Arbitration shall consist of three arbitrators. One arbitrator shall
      be
chosen
      by
      BNLE and one arbitrator chosen by EPSI. The third arbitrator shall be chosen,
      as


    promptly
      as possible, by the two arbitrators. The party demanding arbitration shall
      communicate its
      demand therefor by written notice, identifying the nature of the dispute and
      the
      name of its arbitrator
      to the other. The responding party shall be bound to name its arbitrator within
      thirty (30)
      days
      after receipt of the demand for arbitration. Failure or refusal of the other
      party to name an
      arbitrator timely shall empower the party demanding arbitration to name the
      second arbitrator. If
      the
      two named arbitrators are unable to agree upon a third arbitrator within thirty
      (30) days after
      the
      second arbitrator is named, each arbitrator shall provide to the other and
      to
      BNLE and EPSI
      the
      names of three candidates for the position of third arbitrator meeting the
      requirements of
      this
      section. Within ten (10) days after receiving the names of the candidates,
      if a
      third arbitrator
      has not been selected, either party may apply to a district court of Travis
      County, Texas for
      appointment of the third arbitrator. 

     

    (c)
      Arbitrators selected for the Board of Arbitration shall be impartial. The Board
      of Arbitration
      shall have the power to fix all procedural rules for the conduct of the
      arbitration 

    including
      discretionary power to make orders as to any matter which it may consider proper
      in the
      circumstances of the case, including but not limited to pleadings, scope and
      order of 

    discovery,
      inspection of documents, examination of witnesses, the admissibility of
      evidence, whether
      oral or written, and any other matter whatsoever relating to the conduct of
      the


    arbitration.
      

     

    (d)
      The
      decision of a majority of the arbitrators shall be in writing and signed, shall
      be
      made
      within ninety (90) days after appointment of the third arbitrator and shall
      be
      final and 

    binding
      upon the parties. If either of the parties fails to comply with the provisions
      hereof or a decision
      of the majority of the arbitrators, the other party may apply for its
      enforcement to a court of
      competent jurisdiction in Travis County, Texas. 

     

    (e)
      Unless the Board of Arbitration shall otherwise determine, each party shall
      bear
the
      cost
      of its own arbitrator, attorneys and witnesses, and each shall jointly and
      equally bear 

    with
      the
      other party the expenses of the third arbitrator. The remaining costs of the
      arbitration proceeding
      shall be allocated by the majority decision of arbitrators. 

     

    (f)
      Unless the Board of Arbitration shall otherwise determine, the arbitration
      shall
be
      held
      in Travis County, Texas at a time and place agreed upon by a majority of the
      arbitrators. 

    The
      substantive internal laws of the State of Texas shall govern the arbitration.
      

    


     

    


     

    



    
      
        
        

      

      
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    11.
      If
      either party to this Agreement is unable to perform all or any portion of this
      Agreement
      because of any order or decree issued by a court or governmental agency of
      competent 

    jurisdiction
      or because any governmental agency or department withdraws, for any reason,
      any
      approval or
      non-objection to the activities contemplated by this Agreement, or for any
      other
      reason beyond the control
      of such party, the party unable to perform any such obligation shall not be
      liable to the other for any
      damages, costs, fees or expense resulting therefrom. In the event any such
      order, decree or withdrawal
      of approval or non-objection, or any other action, prevents or otherwise
      disables a party from 

    performing
      any of its material obligations under this Agreement for m ore than thirty
      (30)
      consecutive days,
      the
      other party shall have the option to terminate this Agreement by written notice
      without incurring
      any liability for termination to the other party. 

     

    12.
      Severability. If any part, term or provision of this Agreement shall be held
      illegal or unenforceable,
      the validity of the remaining provisions shall not be affected. The rights
      and
      obligations of
      the
      parties shall be enforceable without that provision. 

    


    13.
      Waiver. The waiver by either party of any breach of any provision of this
      Agreement shall
      not
      operate or be construed as a waiver of any subsequent breach of the same or
      any
      other provision
      by such party. 

    


     

    BNL
      EQUITY CORPORATION 

     

    By
      /s/ Barry Shamas

    ________________

     

     

     

    EPSI
      BENEFITS, INC. 

    


    EMPLOYERS
      PLAN SERVICES, INC. 

    


    By
      /s/
      Lyndon Smith

    ________________

     

    


     

     


    
      
        
        

      

      
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