exhibit109.htm


    Exhibit
10.9

    July 14,
2008

    


    


    


    Lyndon A.
Smith, President

    Sally
Dwyer, Executive Vice President

    EPSI
Benefits, Inc.

    2180 N.
Loop West, #400

    Houston,
Texas  77018

    


    
      	
               
      

            	
              Re:

            	
              Letter
      Agreement Regarding EPSI Benefits, Inc. Convertible Debenture Dated July
      25, 2001

            


    

    
      


    

    


    


    Dear Mr.
Smith and Ms. Dwyer:

    


    EPSI Benefits, Inc. (“EBI”) executed a
Convertible Debenture (“Debenture”) dated July 25, 2001, to BNL Equity
Corporation (“BNLE”) whereby EBI promises to pay BNLE the sum of
$1,357,407.  The Debenture provides that monthly interest payments
shall be paid monthly on the 15th day of
each month beginning September 15, 2001, and that monthly principal payments in
the amount of $16,666.67 shall be paid beginning September 15, 2008, and
continuing on the 15th day of
each month thereafter up to and including August 15, 2014 and $13,117.25 shall
be due on the 15th day of
September, 2014 and each month thereafter up to and including August 15, 2015 at
which time all outstanding principal and interest outstanding thereunder shall
be due and payable.  BNL Financial Corporation (‘BNL Financial”) is
the successor in interest to BNLE and, therefore, entitled to receive all of the
payments provided for in the Debenture and is also entitled to all of the rights
and interests pertaining to the Debenture formerly held by BNLE.  By
mutual agreement, BNL Financial has agreed to extend the beginning date of the
commencement for the payment of principal to September 15, 2013.  As a
result, monthly payments will be as follows:  Interest only payments
shall continue to be payable monthly on the 15th day of
each month as provided in the Debenture.  Monthly principal payments
of $16,666.67 each shall be due beginning on September 15, 2013 and continuing
on the 15th day of
each month thereafter up to and including August 15, 2019 and $13,117.25 shall
be due on the 15th day of
September, 2019 and each month thereafter up to and including August 15, 2020
when all outstanding principal and interest outstanding thereunder shall be due
and payable.  Interest shall accrue on the outstanding principal
amount thereunder at the rate of 14% per annum from the date of issuance through
and including August 15, 2020 and until the principal thereof is paid in full or
made available for payment.  All other terms and provisions of the
Debenture shall remain the same.  Lyndon A. Smith and Sally Dwyer each
being the owner of 50% of the issued and outstanding capital stock of EBI, as
such sole shareholders and sole members of the Board of Directors of EBI, in
order to induce BNL Financial to extend the terms of the Debenture as provided
herein, do 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 EBI.  If this
Letter Agreement 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,

                          

                          BNL FINANCIAL
CORPORATION



    /s/ Barry N. Shamas

    BY:     _________________________________

    Barry N. Shamas

    Executive Vice President
and

    Chief Operating Officer

    


                       

     

     

                        Agreed and approved
this 14th day of July, 2008.

                

                        EPSI BENEFITS,
INC.

    


    


    /s/ Lyndon A. Smith

    BY:           _______________________________

    Lyndon A. Smith

    President

    


    


    /s/ Sally
Dwyer

    BY:           ________________________________

    Sally Dwyer

    Executive Vice
President