Exhibit 10.64


    
      

    

    
      EXHIBIT
        10. 64

      


      


      


      ADMINISTRATIVE
        SERVICES AGREEMENT

       

      between

      


      FIC
        INSURANCE SERVICES, L.P.

      


      Austin,
        Texas

      


      and

      


      FAMILY
        LIFE INSURANCE COMPANY

      


      Houston,
        Texas


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ADMINISTRATIVE
        SERVICES AGREEMENT

       

        
          

          

        

      

      THIS
        ADMINISTRATIVE SERVICES AGREEMENT
        (“Services
        Agreement”)
        is made as of the date set forth below by and between FIC
        INSURANCE SERVICES, L.P. (“Company”),
        a Texas limited partnership, and FAMILY
        LIFE INSURANCE COMPANY
        (“Insurer”), a Texas stock life insurance corporation.

      
 

      Recitals

       

      WHEREAS,
        Family
        Life Corporation, an affiliate of Company, has agreed to sell Insurer to
        The
        Manhattan Life Insurance Company (“MLIC”);

       

      WHEREAS,
        Company
        now provides administrative and management services to Insurer pursuant to
        various agreements that will be terminated as of the Closing Date of the
        sale of
        Insurer to MLIC;

       

      WHEREAS,
        Insurer
        intends to assume the administration of its business as soon as possible
        but
        requires continuing administrative services until administration can be assumed
        by Insurer; and

       

      WHEREAS,
        Company
        agrees to provide such administrative services to Insurer from the Closing
        Date
        until administration is assumed by Insurer;

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual covenants and promises contained herein, and
        intending to be legally bound hereby, the parties hereto agree as
        follows:

      


      ARTICLE I

      Definitions

       

      The
        capitalized terms used herein shall have the meaning given below.

       

      1.1   Administrative
        Services.
        Services that
        Company
        is to provide in respect of the Policies during the Service Period, as more
        fully described at Article II of this Services
        Agreement.

       

      1.2   Closing
        Date.
        The
        date of the closing of the sale of Insurer to MLIC pursuant to the Stock
        Purchase Agreement dated December 8, 2006.

       

      1.3   Policies.
        All
        policies, riders, endorsements, and other evidences of coverage issued by
        Insurer and in force as of the Closing Date, including life, health, and
        accident policies and annuity contracts.

       

      1.4   Producer.
        Any
        agent, broker, representative, or subagent of any person having a Producer
        Agreement.


      
        
          Administrative
            Services Agreement

          
          

        

        
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      1.5   Producer
        Agreement.
        Any
        written agreement, contract, understanding, or arrangement between Company
        and
        any Producer, including any assignments of compensation thereunder, and relating
        to the solicitation, sale, marketing, production or servicing of any of the
        Policies.

       

      1.6   Producer
        Payments.
        Any
        expense allowance, commission, override commission, service fee, bonus, profit
        share or other compensation payable by Company to a Producer pursuant to
        a
        Producer Agreement.

       

      1.7   Service
        Period.
        The
        period
        commencing on the Closing Date and continuing until terminated pursuant to
        Article III.

      


      ARTICLE II

      Administrative
        Services in the Service Period

       

      2.1   Commitment
        to Provide.
        During
        the Service Period, Company will continue to administer the Policies, including,
        without limitation, the provision of the Administrative Services described
        in
        this Article II.

       

      2.2   Description
        of the Administrative Services.
        The
        Administrative Services shall consist of the following; provided, however,
        that,
        except to the extent described below, Company shall provide Administrative
        Services in a manner consistent with the standards and practices that it
        utilized in servicing the Policies immediately prior to the Closing
        Date:

      
        

          2.2.1   Billing
            and collection of premiums due under the Policies and the return of unearned
            premiums.

           

          2.2.2   Preparation
            of such reports for Insurer as may reasonably be required to calculate
            premium
            taxes due under the Policies. Such reports shall be prepared within 30
            days of
            the end of a calendar quarter.

           

          2.2.3   Maintenance
            of applications, policyholder, premium, and other necessary records,
            including
            all computer records, to enable Insurer to determine, at any time, the
            true and
            accurate status of the insurance in force under the Policies.

           

          2.2.4   Making
            available of all records relating to the Policies for audit by Insurer
            upon the
            notice. Such records shall include, but not be limited to, policyholder
            records,
            in-force listings, premium records, claim forms, itemized billings, and
            eligibility documentation.

           

          2.2.5   Giving
            of
            required notices to Policyholders of any cancellation, non-renewal, or
            lapse in
            coverage under the Policies.

           

          2.2.6   Giving
            of
            immediate notice to Insurer of any consumer complaint which threatens
            legal
            action and the forwarding to Insurer of all written consumer complaints
            within
            (48)
            hours,
            if possible, but in no instance longer than four (4) business days after
            receipt
            thereof, as well as all pertinent files and correspondence relating
            thereto.


          
            
              Administrative
                Services Agreement

              
              

            

            
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          2.2.7   Timely
            delivery of all records and data necessary to transition the administration
            of
            the Policies to Insurer in a manner, form and format reasonably acceptable
            to
            Insurer provided, however, that Insurer is responsible for providing
            the format
            for all records and data transfer which format shall be reasonably acceptable
            to
            Company.

           

          2.2.8   Processing
            of policy loan requests and policy loan repayments received from
            Policyholders.

           

          2.2.9   Processing
            of policy changes requested by Policyholders including, but not limited
            to name
            changes, address changes, beneficiary changes, reinstatements, assignments,
            and
            the like and the preparation and delivery of policy forms, certificates,
            and
            endorsements relating to the Policies.

           

          2.2.10   Processing
            of reports of transactions under the Policies from time to time as reasonably
            requested by Insurer.

           

          2.2.11   Calculation
            of reserves on the Policies on not less than a calendar quarter basis,
            and
            otherwise as may reasonably be required by Insurer from time to time
            in order to
            comply with Insurer’s financial reporting requirements and obligations. Such
            calculations shall be prepared within 30 days of the end of the related
            calendar
            quarter.

           

          2.2.12   Reporting
            of such information with respect to the Policies as Insurer may reasonably
            require from time to time for statutory filing and reporting purposes.
            All
            requests for such information shall be in writing and shall provide Company
            with
            a reasonable time to comply with such requests.

           

          2.2.13   Communication
            with the Policyholders of the Policies.

           

          2.2.14   The
            administration and processing of claims under the Policies, including
            the
            following:

           

          2.2.14.1   Allowable
            claims arising under the terms of the Policies shall be paid promptly
            and
            accurately in accordance with the terms of this Section. Company’s obligation to
            pay claims under this Section shall be subject to Insurer’s deposit from time to
            time as requested by Company, by wire transfer to an account designated
            by
            Company, of immediately available funds in an amount equal to such claims
            of any
            claims then due and owing. Company also shall have the right to fund
            the payment
            of claims allowed under this Section out of the amounts received and
            held for
            the account of Insurer pursuant to Section 2.4 hereof.

           

          2.2.14.2   In
            the
            event of non-payment of a claim on account of incomplete or insufficient
            data,
            receipt of the claim shall be confirmed with, and the reason for nonpayment
            shall be communicated to,
            the
            claimant within thirty (30) business days from date of receipt of the
            claim form
            or the period prescribed by applicable law, whichever is less. Claims
            decisions
            and payments will be made in compliance with the contractual terms, provisions,
            and conditions of the Policies


          
            
              Administrative
                Services Agreement

              
              

            

            
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          2.2.14.3   If
            Company determines that a claim under a Policy requires investigation
            or should
            be denied or if suit is brought with respect to a claim, Insurer shall
            be
            promptly notified. Insurer and Company shall consult regarding the disposition
            of the claim. In the event of disagreement, Insurer shall have final
            authority
            over the disposition of the claim.

           

          2.2.14.4   Conform
            to the reasonable requirements set by Insurer for monthly submission
            of claims
            reports.

           

          2.2.14.5   Perform
            such other claim services as Insurer may reasonably require in connection
            with
            the maintenance of the Policies.

           

          2.2.15   Payment
            of Producer Payments due Producers under Producer Agreements that are
            in force
            with respect to the Policies, for the account of Insurer out of premium
            collected under the Policies, in accordance with Section 2.4 of this
Services
            Agreement.

           

          2.2.16   Such
            other administrative services as Insurer may reasonably require from
            time to
            time in connection with the maintenance, support, and administration
            of the
            Policies.

          

            2.3   Compensation.
              In
              consideration of Company’s performance of the Administrative Services, Insurer
              shall pay Company $1.61 per month for each paid-up policy, $5.21 per
              month for
              each universal life policy, and $4.61 per month for all traditional
              and other
              policies (“Service Fee”) for each month in the Service Period during which
              Administrative Services under this Article II are provided. If the Service
              Period ends on other than a month-end date, the Service Fee payable
              by Insurer
              shall be prorated for the number of days in the last monthly period
              during which
              Administrative Services were provided. In addition, Insurer will pay
              Company
              twenty-five thousand dollars ($25,000) for the preparation of each
              statutory
              financial statement finally prepared for filing during the Service
              Period.
              Company shall render a monthly statement, in arrears, to Insurer covering
              the
              Administrative Services rendered in the period. Payment shall be due
              within ten
              (10) business days of Insurer’s receipt of Company’s statement;
              provided, however, that Company
              has
              the
              right to set
              off
              and transfer such Payment to Company’s account
              from the
              Premium Payments set
              forth
              in Section 2.4
              of this
              Services Agreement.

             

            2.4   Premium
              Payments.
              Company
              will hold all amounts collected under the Policies for the account
              of Insurer in
              a fiduciary capacity. During the Service Period, Company shall regularly
              remit
              to Insurer, on no less than a quarterly basis, the Net Proceeds of
              transactions
              under the Policies. For purposes of this Section, “Net Proceeds” means
              (a) premiums collected, adjusted for reinsurance paid, less
              (b) benefits paid, net of reinsurance settlements, less
              (c) Producer Payments paid, less
              (d) a provision for premium taxes equal to 2.5% of premiums collected,
              plus
              or
minus
              (e) such other adjustments as may be specified in this Services
              Agreement
              or otherwise be agreed to by the parties; provided, that Company shall
              have the
              right to deduct from the remittance of Net Proceeds any Service Fee
              amount then
              due and owing to Company for Administrative Services rendered under
              this
              Article II.

             

            2.5   Books
              and Records.
              During
              the Service Period, Company will maintain true and accurate Books and
              Records
              with respect to the Policies and the Administrative Services provided
              under the
              Article II, including such Books and Records as may be required by
              law.


            
              
                Administrative
                  Services Agreement

                
                

              

              
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            2.6.   Transfer
              of Servicing.
              Company
              agrees to provide all reasonable assistance to Insurer in the transfer
              to
              Insurer of the administration of the Policies, including without limitation
              responding to questions from Insurer in the conversion of computer
              records and
              files to the systems of Insurer.

             

            2.7   Negotiation
              of Checks and Drafts.
              Company
              shall be authorized to endorse for payment of all checks, drafts, and
              money
              orders payable to Insurer with respect to premiums payable on the Policies.
              Insurer hereby assigns to Company all of its rights and privileges
              to draft or
              debit the accounts of any Policyholders for premiums due under the
              Policies
              pursuant to existing pre-authorized bank draft or electronic fund transfer
              arrangements between Insurer and such Policyholders.

            


            ARTICLE III

            Termination

             

            3.1   Effective
              Date.
              This
              Services Agreement is effective as of the Closing Date, subject to
              the closing
              of the transactions contemplated in the Stock Purchase Agreement.

             

            3.2   Term
              & Termination.
              The
              initial term of this Services Agreement shall commence on the Closing
              Date and
              shall be for a period of three (3) months from the Effective Date.
              Upon the
              expiration of the initial term or any renewal term hereof, this Services
              Agreement shall automatically be renewed for successive additional
              terms of one
              (1) month each, except that the total of such automatic renewal terms
              shall not
              exceed three (3) months in duration. This Services Agreement shall
              terminate
              upon the expiration of the initial term or any subsequent renewal term
              by either
              party furnishing prior written notice to the other of its intention
              to terminate
              not less than thirty (30) days prior to such expiration date. Upon
              the
              furnishing of such notice and expiration of such initial term or any
              subsequent
              renewal term, this Services Agreement shall terminate (the “Expiration
              Date”).

            


            ARTICLE IV

            Indemnification
              and Exculpation

             

            4.1   Indemnification.
              Insurer
              shall indemnify and hold harmless Company, its affiliates and their
              respective
              directors, officers, agents and employees (each, a “Indemnified Person”) from
              and against any claims, damages, losses, obligations, liabilities,
              costs and
              expenses (including, without limitation, reasonable attorneys’ fees)
              (collectively, “Losses”), suffered by Indemnified Person and arising out of or
              in connection with Administrative Services rendered or to be rendered
              by any
              Indemnified Person pursuant to this Services Agreement or the transactions
              contemplated hereby except to the extent that such Losses are the result
              of the
              gross negligence or willful misconduct of such Indemnified Person.

            


            ARTICLE V

            Miscellaneous

             

            5.1   Privacy
              Rights.
              Pursuant to the provisions of the National Association of Insurance
              Commissioners Model Insurance Information and Privacy Protection Act,
              and
              similar laws and regulations as enacted in various states, the parties
              recognize
              that, in the performance of their respective obligations under this
Services
              Agreement,
              they each may obtain from the other personal or privileged information
              about
              individuals collected or received in connection with insurance transactions
              under the Policies. Each of the parties agrees not to disclose such
              information
              to third parties without the individual’s written authorization unless such
              disclosure is otherwise permitted by law.


            
              
                Administrative
                  Services Agreement

                
                

              

              
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            5.2   Notice
              Generally.
              Any and
              all notices or other communications required or permitted under this
              Services
              Agreement
              shall be in writing and shall be deemed sufficient when (i) mailed by
              United States registered or certified mail, return receipt requested,
              (ii) mailed by overnight express mail, (iii) sent by facsimile or
              telecopy machine, followed by confirmation mailed by first-class mail
              or
              overnight express mail, or (iv) delivered in person or by commercial
              courier at the address set forth below:

            

              
                	 	
                        Insurer:

                      	 	
                        Family
                          Life Insurance Company

                      
	 	 	 	
                        2727
                          Allen Pkwy, Suite 500

                      
	 	 	 	
                        Houston,
                          TX 77019

                      
	 	 	 	
                        Attention:
                          Dan George, President

                      
	 	 	 	
                        Fax:
                          (713) 821-6462

                      
	 	 	 	 
	 	
                        Company:

                      	 	
                        FIC
                          Insurance Services, L.P.

                      
	 	 	 	
                        6500
                          River Place Blvd., Bldg. 1

                      
	 	 	 	
                        Austin,
                          TX 78714

                      
	 	 	 	
                        Attention:
                          Michael Hydanus

                      
	 	 	 	
                        Fax:
                          (512) 404-5129

                      


              

            

             

            5.3   Independent
              Contractors.
              Each
              party hereto shall be deemed an independent contractor of the other
              for all
              purposes hereunder. This Services
              Agreement
              shall not be construed to create the relationship of employer or employee
              between either party hereto, and shall not create any right or legal
              relation
              between either party hereto and any other person or entity.

             

            5.4   Waivers
              and Amendments.
              Any
              term or condition of this Services
              Agreement
              may be waived at any time by the party, which is entitled to the benefit
              thereof
              by a writing executed by a duly authorized representative of
              such
              party. A waiver on any one occasion shall not be deemed a waiver of
              the same
              term or condition or any other term or condition on any future occasion.
              This
              Services Agreement may be modified or amended only by a writing duly
              executed by
              an executive officer of Company and Insurer, respectively.

             

            5.5   Governing
              Law.
              Notwithstanding anything herein to the contrary, all provisions of
              this Services
              Agreement will be governed by and construed in accordance with the
              laws of the
              State of Texas, without regard to its conflicts of law doctrine.

             

            5.6   Venue
              and Jurisdiction.
              Company
              and Insurer hereby irrevocably submit to the exclusive jurisdiction
              of any
              county, state, or federal court of general and competent jurisdiction
              located
              within the State of Texas with respect to any legal action or proceeding
              arising
              out of or connected with this Services Agreement.


            
              
                Administrative
                  Services Agreement

                
                

              

              
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            5.7   Severability.
              If any
              provision of this Services Agreement is held to be illegal, invalid
              or
              unenforceable under any present or future law or if determined by a
              court of
              competent jurisdiction to be unenforceable, and if the rights or obligations
              of
              Company or Insurer under this Services Agreement will not be materially
              and
              adversely affected thereby, such provision shall be fully severable,
              and this
              Services Agreement will be construed and enforced as if such illegal,
              invalid or
              unenforceable provision had never comprised a part of this Services
              Agreement,
              and the remaining provisions of this Services Agreement shall remain
              in full
              force and effect and will not be affected by the illegal, invalid or
              unenforceable provision or by its severance here from.

             

            5.8   Assignment.
              This
              Services Agreement shall not be assigned by either of the parties hereto
              without
              the prior written approval of the other party.

             

            5.9   Counterparts.
              This
Services
              Agreement
              may be executed simultaneously in any number of counterparts, each
              of which
              shall be deemed an original, but all of which shall constitute one
              and the same
              instrument.

             

            5.10         Headings.
              The
              headings in this Services
              Agreement
              are for convenience only and shall not constitute a part hereof.

             

            IN
              WITNESS WHEREOF,
              the
              parties hereto have caused this Services
              Agreement
              to be executed by their duly authorized officers.

             

            
              	 	 	
                      FIC
                        INSURANCE SERVICES, L.P.

                    
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                      Date:
                        December 29, 2006

                    	 	
                      By:
                        

                    	  	
                      /s/
                        Michael
                        Hydanus

                    
	 	 	 	 	
                      Michael
                        Hydanus, Interim President & CEO

                    
	 	 	 	 	
                      Financial
                        Industries Corporation,

                    
	 	 	 	 	
                      General
                        Partner of FIC Insurance Services, L.P.

                    
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                      FAMILY
                        LIFE INSURANCE COMPANY

                    
	 	 	 	 	 
	 	 	 	 	 
	
                      Date:
                        December 29, 2006

                    	 	
                      By

                    	  	
                      /s/
                        David
                        W. Harris

                    
	 	 	 	 	
                      David
                        W. Harris, Chief Executive Officer

                    


            

             

            Administrative
              Services Agreement

            
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