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                                                                 EXHIBIT 10.103

                                                                 EXECUTION COPY

                                   NASE - PDA

                            FIELD SERVICES AGREEMENT

      This agreement ("Agreement") is made and entered into effective as of
January 1, 2005 by and between Performance Driven Awards, Inc., a Texas
corporation ("PDA"), and the National Association for the Self-Employed, Inc., a
Texas non-profit corporation (the "NASE").

      WHEREAS, the NASE is a membership organization that provides and/or makes
available to its members a variety of business, financial, health and personal
benefits and/or services ;

      WHEREAS, the NASE desires to retain PDA to perform the Services (as
defined in Section 2, below) for the NASE for a mutually agreed upon fee; and

      WHEREAS, PDA is a nationwide sales and marketing organization that is
capable of performing the Services, and PDA desires to perform the Services for
the NASE on the terms and conditions contained herein:

      NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth, the receipt and sufficiency of which is
acknowledged by the Parties hereto, the NASE and PDA hereby agree as follows:

1. FSRs. PDA shall, during the Term of this Agreement, recruit, contract with,
train, supervise and compensate independent field service representatives
("FSRs") capable of performing the Services provided for herein.

2. SERVICES TO BE PERFORMED BY PDA. PDA agrees to perform and to cause the FSRs
to perform the following services (collectively, the "Services"):

      (a) To solicit for the NASE new "members" (as such term is defined in the
By-Laws of the NASE);

      (b) To work with the members of the NASE to encourage such members to
maintain their continued membership in the NASE and to renew any NASE benefit
programs in which such members may be enrolled;

      (c) To submit each application for membership or completed enrollment form
to the NASE within fifteen days of receipt of same from the member or
prospective member;

      (d) To collect and remit to the NASE or its designee the initial fees and
dues from applicants for membership in the NASE and any renewal fees and dues
from current members of the NASE in accordance with the schedule of fees and
dues set forth in SCHEDULE 1 attached hereto and made a part hereof, which
SCHEDULE 1 the NASE may revise upon not less than thirty (30) days' written
notice to PDA (the "Schedule of Fees and Dues");

      (e) To maintain such facilities at such locations as shall be agreed to
between PDA and the FSRs in order to facilitate the performance of the Services;

      (f) To arrange for the FSRs to acquire leads for use in soliciting new
memberships;

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      (g) To render the reports to the NASE set forth in Section 4, below;

      (h) To take all reasonable steps designed to ensure that the marketing
materials used by the FSRs (i) comply with all applicable state and Federal laws
and (ii) have been approved by the NASE; and

      (i) To provide such other member recruitment, solicitation and retention
services as the NASE reasonably may request in writing.

3. LIMITATIONS ON PDA's AUTHORITY. It is agreed that PDA shall be subject to the
following limitations in carrying out its obligations hereunder:

      (a) Neither PDA nor any FSR shall have any authority, express or implied,
to bind the NASE except as is expressly provided herein;

      (b) Neither PDA nor any FSR shall have any authority to waive any
requisites or conditions of membership prescribed by the NASE or to quote
membership fees or dues that vary in any way from the schedule of fees and dues
provided from time to time by the NASE to PDA on SCHEDULE 1 hereto or any
revision thereof; and

      (c) PDA and the FSRs shall have the limited right and license to use the
trade names, "National Association for the Self-Employed," "National Association
for the Self-Employed, Inc." and "NASE" (collectively the "Trade Names") as well
as the trademarks "NASE" and the "NASE design mark" as shown on SCHEDULE 2
attached hereto (collectively, the "Trademarks") on advertising, promotional
materials, business cards, broadcast scripts, web site content and all other
forms of communication in any medium used to market NASE memberships. PDA will
use, and will use its best efforts to cause the FSRs to use, the Trade Names and
Trademarks in connection with marketing services that are of good quality and
high standard. Such uses of the Trade Names and Trademarks by PDA and the FSRs
shall inure solely to the benefit of the NASE.

      (d) All uses of the Trade Names and Trademarks must be submitted by PDA to
the NASE, prior to such use by PDA and/or the FSRs. PDA and/or the FSRs shall
have the right to use the Trademarks if the NASE does not respond to PDA within
ten (10) business days of PDA's submitting such advertising, promotional
materials and business cards to the NASE. PDA will comply, and will use its best
efforts to cause the FSRs to comply, with conditions set forth from time-to-time
by the NASE with respect to the form, style, appearance and manner of use of the
Trade Names and Trademarks. PDA further agrees to include, where practical, in
connection with the Trademarks, the proper designation "R" ((R)) or "TM," as
well as the recitation that the "[Mark] is a registered trademark of the
National Association for the Self-Employed." Upon termination of this Agreement,
all rights to use the Trade Names and Trademarks shall immediately cease. Upon
termination, PDA agrees to provide a full accounting to the NASE with respect to
all remaining advertising, promotional materials, business cards, broadcast
scripts, web site content and all other forms of communication in any medium
which have been produced, but which have not yet been distributed or used, and
its intended method of disposing of such materials.

4. PDA's REPORTS.

      (a) Annual Reports. Within ninety (90) days after the end of each calendar
year during the Term hereof, PDA shall submit written reports to the NASE
setting forth the following information:

            (i) FSR Report. The number of FSRs retained by PDA at the beginning
      of the year to solicit NASE memberships, the number of such FSRs newly
      contracted with by PDA during such

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      year, the number of such FSRs whose contracts with PDA terminated during
      such year and the number of such FSRs under contract with PDA at the end
      of such year;

            (ii) New Member Report. The number of applications for NASE
      membership submitted by FSRs during such year and the number of new NASE
      memberships sold by FSRs during such year.

            (iii) Complaint Report. In summary form, the number, source
      (prospect, member, better business bureau, or other) and general nature of
      complaints made against FSRs and/or PDA in connection with their
      solicitation of NASE memberships during such year, the number of such
      complaints disposed of during such year and, in the case of any material
      complaints pending at year end, a brief description of the specific nature
      and status thereof;

            (iv) Litigation Report. The number of legal actions brought against
      FSRs and/or PDA with respect to the solicitation of new NASE members or
      PDA's carrying out of its other duties under this Agreement during such
      year, the number of such actions disposed of during the year and a brief
      description of any material litigation pending at year-end.

      (b) Quarterly Reports. Within thirty (30) days after the end of each
calendar quarter during the Term hereof (other than the fourth quarter of each
year), PDA shall also provide to the NASE an FSR Report, a New Member Report, a
Complaint Report and a Litigation Report, as described in Section 4(a) above, in
each case as of the end of and for such calendar quarter.

      (c) Other Reports. PDA shall also provide such other reports to the NASE
as may reasonably be requested by the NASE during the Term hereof.

5. COMPENSATION. The compensation payable to PDA hereunder is set forth in
SCHEDULE 3, which is attached hereto and made a part hereof, as the same may be
amended or supplemented from time to time by written agreement of the Parties.
Compensation based on NASE fees or dues shall be deemed to be earned by and
payable to PDA only upon actual receipt of the fees or dues from NASE applicants
or members. If any NASE fees or dues are refunded at any time and for any
reason, including rejection of an application or cancellation of a membership,
PDA shall refund, which may be by way of offset to the NASE, any compensation
PDA received that was based on such refunded fees or dues. The NASE reserves the
right to reject membership applications and to cancel memberships and to refund
to applicants and members all fees and dues related thereto. The obligation of
the NASE to pay fees to PDA shall survive any expiration or termination of this
Agreement as to memberships that are in place at such expiration or termination
for so long as such memberships are renewed.

6. CONFIDENTIALITY. Each of the Parties recognizes that in the course of
exercising its rights and performing its obligations under this Agreement it
will come into possession of confidential or proprietary information of the
other Party or of customers of the other Party ("Confidential Information").
Each Party agrees that it will not disclose to anyone not a Party to this
Agreement any Confidential Information of the other Party or its customers, nor
use any such Confidential Information except to the extent necessary to carry
out its obligations hereunder. Each Party agrees to comply with the
confidentiality requirements imposed on it by state and Federal law.
Confidential Information does not include information which (i) is or becomes
generally available to the public other than pursuant to a violation of this
Agreement, (ii) was available to a Party on a non-confidential basis prior to
its disclosure by the other Party or its customer to the such Party or (iii)
became available to a Party on a non-confidential basis from a third party who
was not bound by a confidentiality agreement with respect to such information.

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7. REPRESENTATIONS AND WARRANTIES.

      (a) PDA hereby represents and warrants to the NASE as follows:

            (i) PDA is a corporation duly organized, validly existing and in
      good standing under the laws of the State of Texas and has all necessary
      corporate power and authority to enter into this Agreement and to
      consummate the transactions contemplated hereby and to perform its
      obligations hereunder.

            (ii) All corporate and other actions or proceedings required to be
      taken by or on the part of PDA to authorize and permit the execution and
      delivery by it of this Agreement, the performance by it of its obligations
      hereunder, and the consummation by it of the transactions contemplated
      herein and therein, have been duly and properly taken.

            (iii) This Agreement constitutes the legal, valid and binding
      obligation of PDA, enforceable against it in accordance with its terms,
      except as such enforceability may be limited by applicable bankruptcy,
      insolvency, moratorium, reorganization or similar laws in effect which
      affect the enforcement of creditors' rights generally and by equitable
      limitations on the availability of specific remedies.

            (iv) No authorization, approval, or consent of, and no filing or
      registration with, any Governmental Authority or third party is or will be
      necessary for the execution, delivery of this Agreement, or performance by
      PDA or for the validity or enforceability thereof, except for such
      approvals or consents as have been obtained or made.

      (b) The NASE hereby represents and warrants to PDA as follows:

            (i) The NASE is a non-profit corporation duly organized, validly
      existing and in good standing under the Texas Non-profit Corporation Act
      and has all necessary corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby and to
      perform its obligations hereunder.

            (ii) All corporate and other actions or proceedings required to be
      taken by or on the part of the NASE to authorize and permit the execution
      and delivery by it of this Agreement, the performance by it of its
      obligations hereunder, and the consummation by it of the transactions
      contemplated herein and therein, have been duly and properly taken.

            (iii) This Agreement constitutes the legal, valid and binding
      obligation of the NASE, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, moratorium, reorganization or similar laws in
      effect which affect the enforcement of creditors' rights generally and by
      equitable limitations on the availability of specific remedies.

            (iv) No authorization, approval, or consent of, and no filing or
      registration with, any Governmental Authority or third party is or will be
      necessary for the execution, delivery of this Agreement, or performance by
      the NASE or for the validity or enforceability thereof, except for such
      approvals or consents as have been obtained or made.

For purposes of this Section 7, a "Governmental Authority" shall mean any nation
or government, any state or political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory, or administrative
functions of or pertaining to government.

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8. INDEMNIFICATION.

      (a) Indemnification by PDA: PDA agrees to indemnify and hold harmless the
NASE and each of the NASE's officers, directors, employees and agents
(collectively, a "NASE Indemnified Party") from and against any and all losses,
damages (including, without limitation, actual damages, compensatory damages,
punitive damages and extra-contractual damages), liabilities, penalties,
regulatory fines, costs and expenses (including, without limitation, attorneys'
fees, investigation costs and all other reasonable costs associated with the
defense thereof) (collectively, "Losses"), as incurred, arising out of or
relating to the following:

            (i) any breach of, or any inaccuracy in, any representation or
      warranty made by PDA in this Agreement;

            (ii) any breach of, or failure by, PDA to perform any covenant or
      obligation of PDA set out in this Agreement, including without limitation
      any Losses arising out of any non-approved uses of the Trade Names and/or
      Trademarks by PDA and/or the FSRs;

            (iii) any violations or alleged violations of any state of federal
      statues, rules or regulations by PDA and/or any FSR; and

            (iv) any other Loss resulting from, or arising out of any acts,
      occurrences or matters caused by PDA, including but not limited to the
      independent FSRs under contract with PDA, provided that such Loss was not
      caused in whole or in material part by the act or omission of a NASE
      Indemnified Party.

      (b) Indemnification by the NASE. The NASE agrees to indemnify and hold
harmless PDA and each of PDA's officers, directors, employees and agents
(collectively, an "PDA Indemnified Party") from and against any and all Losses,
as incurred, arising out of or relating to the following:

            (i) any breach of, or any inaccuracy in, any representation or
      warranty made by the NASE in this Agreement;

            (ii) any breach of, or failure by, the NASE to perform any covenant
      or obligation set out in this Agreement; and

            (iii) any other Loss resulting from, or arising out of any acts,
      occurrences or matters caused by the NASE, provided that such Loss was not
      caused in whole or in material part by the act or omission of a PDA
      Indemnified Party and excluding any Losses incurred, arising out or
      relating to any claims that the NASE is not a valid association to which
      an association group policy of health insurance may be issued.

      (c) Conduct of Indemnification Proceedings.

            (i) If any proceeding shall be brought or asserted against any
      person and/or entity entitled to indemnity hereunder (an "Indemnified
      Party"), such Indemnified Party promptly shall notify the person from whom
      indemnity is sought (the "Indemnifying Party") in writing, and the
      Indemnifying Party shall assume the defense thereof, including the
      employment of counsel reasonably satisfactory to the Indemnified Party and
      the payment of all fees and expenses incurred in connection with the
      defense thereof; provided, however, that the failure of any Indemnified
      Party to give such notice shall not relieve the Indemnifying Party of its
      obligations or

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      liabilities pursuant to this Agreement, except to the extent (and only to
      the extent) that it shall be finally determined by a court of competent
      jurisdiction (which determination is not subject to appeal or further
      review) that such failure shall have proximately and materially adversely
      prejudiced the Indemnifying Party.

            (ii) An Indemnified Party shall have the right to employ separate
      counsel in any such proceeding and to participate in the defense thereof,
      but the fees and expenses of such counsel shall be at the expense of such
      Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed
      in writing to pay such fees and expenses; or (2) the Indemnifying Party
      shall have failed promptly to assume the defense of such Proceeding and to
      employ counsel reasonably satisfactory to such Indemnified Party in any
      such Proceeding; or (3) the named parties to any such proceeding
      (including any impleaded parties) include both such Indemnified Party and
      the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a conflict of interest is likely to exist if the same
      counsel were to represent such Indemnified Party and the Indemnifying
      Party (in which case, if such Indemnified Party notifies the Indemnifying
      Party in writing that it elects to employ separate counsel at the expense
      of the Indemnifying Party, the Indemnifying Party shall not have the right
      to assume the defense thereof and such counsel shall be at the reasonable
      expense of the Indemnifying Party). The Indemnifying Party shall not be
      liable for any settlement of any such proceeding effected without its
      written consent, which consent shall not be unreasonably withheld, delayed
      or conditioned. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending
      proceeding in respect of which any Indemnified Party is a party, unless
      such settlement includes an unconditional release of such Indemnified
      Party from all liability on claims that are the subject matter of such
      proceeding.

            (iii) All fees and expenses of the Indemnified Party (including
      reasonable fees and expenses to the extent incurred in connection with
      investigating or preparing to defend such proceeding in a manner not
      inconsistent with this Section) shall be paid to the Indemnified Party, as
      incurred, within fifteen (15) business days of a detailed written notice
      thereof to the Indemnifying Party (regardless of whether it is ultimately
      determined that an Indemnified Party is not entitled to indemnification
      hereunder; provided, that the Indemnifying Party may require such
      Indemnified Party to undertake to reimburse all such fees and expenses to
      the extent it is finally judicially determined that such Indemnified Party
      is not entitled to indemnification hereunder).

9. RELATIONSHIP OF THE PARTIES. The relationship of the Parties created hereby
is that of independent contractors, and each Party has and retains the right to
full control over the performance of its obligations hereunder. Neither Party is
an employee, joint venturer, affiliate or partner of the other Party and neither
Party shall have any right or authority to create or assume any obligation of
any kind on behalf of the other Party. PDA shall be free to exercise its own
judgment, and FSRs shall be free to exercise their own judgment, as to the
persons from whom FSRs will solicit memberships for the NASE and the time and
place of such solicitations.

10. AUDIT RIGHTS. Each Party, for itself or by its agents, shall have the right,
on reasonable written notice to the other Party and during regular business
hours of the other Party, to review and audit the books and records of the other
Party relating to the obligations of the other Party hereunder. The requesting
Party shall reimburse the other Party for reasonable expenses, excluding
attorneys' fees, incurred by the other Party in assisting the requesting Party
in such review and audit. The provisions of this Section 10 shall survive for a
period of two (2) years after the termination or expiration of this Agreement.

11. FORCE MAJEURE. Neither Party shall be held responsible for any delay or
failure in performance

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of any part of this Agreement to the extent such delay or failure is caused by
fire, flood, explosion, war, terrorist act, strike, embargo, government
requirement, civil or military authority, act of God, or other similar causes
beyond its control and without the fault or negligence of the other Party
("Force Majeure Conditions"). If any Force Majeure Condition occurs, the Party
delayed or unable to perform shall give immediate notice to the other Party,
stating the nature of the Force Majeure Condition and any action being taken to
avoid or minimize its effect and its estimate of how long such delay or failure
will continue. If the Force Majeure Condition continues for a period of at least
one hundred eighty (180) days, either Party may terminate this Agreement by
delivery of written notice to the other Party.

12. NOTICES. Any notice, request, instruction or other communication to be given
hereunder by a Party hereto shall be in writing and shall be deemed to have been
given, (i) when received if given in person or by a messenger or courier
service, (ii) on the date of confirmed transmission if sent by facsimile or
other wire transmission or (iii) three (3) Business Days after being deposited
in the U.S. mail, certified or registered, postage prepaid, addressed as
follows:

                        If to the NASE:

                        National Association for the Self-Employed, Inc.
                        Capital Center
                        1235 Main Street
                        Suite 100
                        Grapevine, TX 76051
                        Attention: Robert E. Hughes
                        Facsimile No.: (817) 251-1599

                        If to PDA:

                        Performance Driven Awards, Inc.
                        500 Grapevine Highway
                        Hurst, TX 76054
                        Attention: Donna E. Bruskie
                        Facsimile No.: (817) 255 3816

                        With a copy to:

                        UICI
                        9151 Grapevine Highway
                        North Richland Hills, Texas 76180
                        Attention: Executive Vice President and General Counsel
                        Facsimile No.: (817) 255-5394

or to such other individual or address as a Party hereto may designate for
itself by notice given as herein provided.

13. WAIVERS. The failure of either Party hereto at any time or times to require
performance of any provision hereof shall in no manner affect its right at a
later time to enforce the same or any other provision. No waiver by a Party of
any condition or of any breach of any term, covenant, representation or warranty
contained in this Agreement shall be effective unless in writing, and no waiver
in any one or more instances shall be deemed to be a further or continuing
waiver of any such condition or breach in other instances or a waiver of any
other condition or breach of any other term, covenant, representation or
warranty.

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14. COUNTERPARTS. This Agreement may be executed in counterparts, including by
facsimile signatures, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

15. INTERPRETATION. The headings preceding the text of Sections included in this
Agreement are for convenience only and shall neither be deemed part of this
Agreement nor be given any effect in interpreting this Agreement. The use of the
masculine, feminine or neuter gender herein shall not limit any provision of
this Agreement. The use of the terms "including" or "include" shall in all cases
herein mean "including, without limitation" or "include, without limitation,"
respectively. The Parties have jointly participated in the negotiation and
drafting of this Agreement. In the event of any ambiguity or if a question of
intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by all Parties and no presumption or burden of proof shall arise
favoring any Party by virtue of the authorship of any provisions of this
Agreement.

16. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective successors and assigns. Notwithstanding the
foregoing, no assignment of any rights or obligations shall be made by either
Party without the written consent of the other Party.

17. NO THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of
the Parties hereto and no provision of this Agreement shall be deemed to confer
upon other third parties any remedy, claim, liability, cause of action or other
right.

18. FURTHER ASSURANCES. Upon reasonable request of either Party, the other Party
will execute and deliver such other documents as may be required to effectuate
completely the purposes of this Agreement.

19. SEVERABILITY. If any provision of this Agreement shall be held invalid,
illegal or unenforceable, the validity, legality or enforceability of the other
provisions hereof shall not be affected thereby, and there shall be deemed
substituted for the provision at issue a valid, legal and enforceable provision
as similar as possible to the provision at issue.

20. REMEDIES CUMULATIVE. The remedies provided in this Agreement shall be
cumulative and shall not preclude the assertion or exercise of any other rights
or remedies available by law, in equity or otherwise.

21. ENTIRE AGREEMENT; AMENDMENTS. This Agreement sets forth the entire agreement
and understanding of the Parties with respect to the matters set forth herein
and supersedes any and all prior written or oral discussions, negotiations,
proposals, agreements, arrangements and understandings among the Parties
relating thereto except as may be set forth in a contemporaneous or subsequent
written agreement signed by the Parties and except that nothing contained herein
shall affect any rights of either Party under that certain Enrollment Contract
between the NASE and Performance Driven Awards, Inc. ("PDA") dated January 1,
2002 which accrued as of the date hereof. The provisions of this Agreement may
not be modified, changed, amended or rescinded in any manner except by a written
instrument signed by an authorized representative of all of the Parties hereto.

22. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without reference to its choice
of law rules.

23. BINDING ARBITRATION. Any dispute, controversy, or claim among or between the
Parties relating to or arising from this Agreement shall be submitted to and
settled by binding arbitration ("Arbitration"), administered by the Dallas,
Texas office of the American Arbitration Association ("AAA") and

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conducted pursuant to the current rules of the AAA governing commercial
disputes. The Arbitration hearing shall take place in Dallas, Texas, unless
otherwise agreed to by the Parties. Such Arbitration shall be before three
neutral arbitrators(the "Panel") licensed to practice law and familiar with
commercial disputes.Any award rendered in any Arbitration shall be final and
conclusive upon the Parties, and the judgment thereon may be entered in the
highest court of the forum (state or federal) having jurisdiction over the
issues addressed in the Arbitration. The administration fees and expenses of the
Arbitration shall be borne equally by the NASE and PDA, provided that each Party
shall pay for and bear the cost of its own experts, evidence, and attorney's
fees, except that, in the discretion of the Panel, any award may include the
cost of a Party's counsel and/or its share of the expense of Arbitration if the
Panel expressly determines that an award of such costs is appropriate to the
Party whose position substantially prevails in such Arbitration. To submit a
matter to Arbitration, the Party seeking redress shall notify in writing the
Party against whom such redress is sought, describe the nature of such claim,
the provision of this Agreement that has allegedly been violated and the
material facts surrounding such claim. The Panel shall render a single written
decision. The decision of the Panel shall be binding upon the Parties, and after
the completion of such Arbitration, the Parties may only institute litigation
regarding the Agreement for the sole purpose of enforcing the determination of
the Arbitration hearing or seeking injunctive or equitable relief.

24. TERM AND TERMINATION.

      (a) The term (the "Term") of this Agreement shall commence on the date
hereof and shall continue until December 31, 2005, and shall automatically be
extended from year to year thereafter unless either Party gives the other Party
not less than twelve (12) months' written notice that the Term will not be
extended. During the twelve (12) month termination period, the provisions of
this Agreement shall continue in full force and effect.

      (b) This Agreement may be terminated by either Party hereto (the
"Terminating Party") upon not less than forty-five (45) days' prior written
notice to the other Party (the "Defaulting Party") upon the occurrence of any of
the following events:

            (i) Any representation, warranty or certification made or deemed
      made by the Defaulting Party (or any of its respective officers) hereunder
      or in any certificate, report, notice, or financial statement furnished at
      any time in connection with the Agreement shall be false, misleading, or
      erroneous in any material respect when made or deemed to have been made.

            (ii) The Defaulting Party shall fail to perform, observe, or comply
      with any material covenant, agreement, or term contained in the Agreement
      and such failure shall continue for a period of thirty (30) days after the
      date the Terminating Party provides the Defaulting Party with notice
      thereof.

            (iii) The Defaulting Party shall admit in writing its inability to,
      or be generally unable to, pay its debts as such debts become due.

            (iv) The Defaulting Party shall (i) apply for or consent to the
      appointment of, or the taking of possession by, a receiver, rehabilitator,
      conservator, custodian, trustee, liquidator or the like of itself or of
      all or a substantial part of its property, (ii) make a general assignment
      for the benefit of its creditors, (iii) commence a voluntary case under
      the United States Bankruptcy Code (as now or hereafter in effect, the
      "Bankruptcy Code"), (iv) institute any proceeding or file a petition
      seeking to take advantage of any other law relating to bankruptcy,
      insolvency, reorganization, liquidation, dissolution, winding-up, or
      composition or readjustment of debts, (v) fail to controvert in a timely
      and appropriate manner, or acquiesce in writing to, any petition filed

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      against it in an involuntary case under the Bankruptcy Code or under any
      other such law, or (vi) take any corporate or other action for the purpose
      of effecting any of the foregoing.

            (v) A proceeding or case shall be commenced, without the
      application, approval or consent of the Defaulting Party, in any court of
      competent jurisdiction, seeking (i) its reorganization, liquidation,
      dissolution, arrangement or winding-up, or the composition or readjustment
      of the Defaulting Party's debts, (ii) the appointment of a receiver,
      rehabilitator, conservator, custodian, trustee, liquidator or the like of
      such entity or of all or any substantial part of its property, or (iii)
      similar relief in respect of the Defaulting Party under any law relating
      to bankruptcy, insolvency, reorganization, winding-up, or composition or
      adjustment of debts, and such proceeding or case shall continue
      undismissed, or an order, judgment or decree approving or ordering any of
      the foregoing shall be entered and continue unstayed and in effect, for a
      period of sixty (60) or more days; or an order for relief against the
      Defaulting Party shall be entered in an involuntary case under the
      Bankruptcy Code.

            (vi) The Defaulting Party shall fail to discharge within a period of
      thirty (30) days after the commencement thereof any unstayed attachment,
      sequestration, forfeiture, or similar proceeding or proceedings involving
      an aggregate amount in excess of $1.0 million against any of its
      properties.

            (vii) A final judgment or judgments for the payment of money in
      excess of $1.0 million in the aggregate shall be rendered by a court or
      courts against the Defaulting Party and the same shall not be discharged
      (or provision shall not be made for such discharge), or a stay of
      execution thereof shall not be procured, within thirty (30) days from the
      date of entry thereof and the Defaulting Party shall not, within said
      period of thirty (30) days, or such longer period during which execution
      of the same shall have been stayed, appeal therefrom and cause the
      execution thereof to be stayed during such appeal.

            (viii) The Defaulting Party shall fail to pay when due any principal
      of or interest on any indebtedness for borrowed money in excess of
      $500,000, or the maturity of any such indebtedness shall have been
      accelerated, or any such indebtedness shall have been required to be
      prepaid in full prior to the stated maturity thereof, or any event shall
      have occurred that permits (or, with the giving of notice or lapse of time
      or both, would permit) any holder or holders of such indebtedness or any
      Person acting on behalf of such holder or holders to accelerate the
      maturity thereof or require any such prepayment.

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<PAGE>

      (c) The expiration or termination of this Agreement shall not affect the
NASE's obligation to compensate PDA under Section 5 hereof with respect to then
existing memberships for so long as such memberships are renewed.

      IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
and delivered as of the date first above written.

                        NATIONAL ASSOCIATION FOR THE SELF-EMPLOYED, INC.

                        By:  _________________________________________

                        Print Name:  _________________________________

                        Title:  ______________________________________

                        PERFORMANCE DRIVEN AWARDS, INC.

                        By:  _________________________________________

                        Print Name:  _________________________________

                        Title:  ______________________________________

                                       11