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                                                                   Exhibit 10.7


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                             MANAGEMENT AGREEMENT

          THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 1st day of
May, 1996 by and between NATIONAL SAFETY ASSOCIATES, INC., a Tennessee
corporation ("NSA"), and NSA INTERNATIONAL, INC., a Tennessee corporation ("the
Company").

                             W I T N E S S E T H:

          WHEREAS, NSA desires to provide certain managerial and advisory
services, to the Company; and

          WHEREAS, NSA and the Company desire to set forth the scope of the
services to be rendered by NSA to the Company and the compensation to be paid
by the Company to NSA in return for such services.

          NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:

          i.        SERVICES. NSA shall provide management, consulting and
                    advisory services to the Company relating to data
                    processing and other such matters for which the Company
                    shall request assistance.

          ii.       EMPLOYEES. NSA agrees to make its employees available to
                    the Company as reasonably requested by the Company to
                    provide the forgoing services.

          iii.      REIMBURSEMENT. In consideration for the services rendered
                    by NSA to the Company, the Company shall pay to NSA any
                    and all amounts collected by the Company from the Company's
                    independent distributors in exchange for data processing
                    services offered to such distributors by the Company,
                    specifically including, the provision of certain computer
                    consulting services and access to NSA's mainframe computer
                    and the programs therein contained ("Computer Usage and
                    Management Fee"). The Computer Usage and Management Fee
                    shall be paid quarterly, in arrears, within twenty-five
                    (25) business days following the close of each calendar
                    quarter.

          iv.       TERM. This Agreement shall have a term of one (1) year but
                    shall automatically be renewed for successive one (1) year
                    periods thereafter; provided, however, that either party
                    has the right to terminate this Agreement at any time by
                    giving written notice to the other party of its intention
                    to terminate, which termination shall be effective upon the
                    receipt by the other party of such written notice.

          v.        ALLOCATION OF GENERAL AND ADMINISTRATIVE EXPENSES. This
                    Agreement is intended to accurately allocate the costs and
                    expenses incurred to operate the business of the respective
                    parties.

          vi.       BINDING EFFECT. This Agreement shall be binding upon and
                    shall inure to the benefit of the parties and their
                    successors and assigns.

          vii.      APPLICABLE LAW. This Agreement shall be construed and
                    enforced under the substantive laws of the State of
                    Tennessee.

          viii.     ENTIRE AGREEMENT; AMENDMENT. This Agreement represents the
                    entire agreement between the parties with respect to the
                    subject matter hereof and supersedes all prior agreements
                    and understandings with respect thereto. This Agreement may
                    be amended only by a written instrument signed by both
                    parties hereto.


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          ix.       SEVERABILITY. If any term, clause or provision of this
                    Agreement shall be determined to be invalid, the validity
                    of any other term, clause or provision shall not be
                    affected, and such invalid term, clause or provision shall
                    be deleted from the Agreement.

          x.        NOTICES. Any notice required by the terms of this Agreement
                    to be given by either of the parties hereto to the other
                    party shall be given by sending such notice by regular mail
                    or hand delivery to the other party's last known address.
                    Such notice shall be effective from the date of mailing or
                    hand delivery, as the case may be.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.

                                          NATIONAL SAFETY ASSOCIATES, INC.

                                          By:
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                                          Title:
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                                          NSA INTERNATIONAL, INC.

                                          By:
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                                          Title:
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