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                                                                   EXHIBIT 10.93

                                                                  EXECUTION COPY

                               ALLIANCE - MID-WEST

                      AMENDED AND RESTATED VENDOR AGREEMENT

      This agreement ("Agreement") is made and entered into effective as of June
1, 2005 by and between Mid-West National life Insurance Company of Tennessee, a
Tennessee domiciled life and health insurance company ("CARRIER"), and the
Alliance for Affordable Services, a membership organization that is organized
under the laws of the District of Columbia (the "ALLIANCE").

      WHEREAS, the ALLIANCE is a membership organization that provides or/and
makes available to its members a variety of services and benefits, including
health insurance products and other insurance related products;

      WHEREAS, CARRIER is in the business of selling life and health insurance
and other insurance related products;

      WHEREAS, CARRIER currently has group insurance policies ("Group Policies")
in force with to ALLIANCE Group Insurance Trust Fund, an Alabama trust (the
"Trust"), pursuant to which certificates of insurance have been and will be
issued to members of the ALLIANCE. CARRIER has also issued individual insurance
policies ("Individual Policies") to members of the ALLIANCE in states that do
not authorize the marketing and sale of "association group" policies; and

      WHEREAS, effective June 1, 2004, CARRIER and the ALLIANCE entered into a
Vendor Agreement, pursuant to which, among other things, the ALLIANCE agreed to
make available to its members such Group Policies, Individual Polices and other
insurance related products;

      WHEREAS, CARRIER and the ALLIANCE desire to enter into this Amended and
Restated Vendor Agreement;

      NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth, the ALLIANCE and CARRIER hereby agree as
follows:

1. VENDOR RELATIONSHIP. The ALLIANCE agrees that during the Term hereof and upon
the terms and conditions contained herein it will make available to members of
the ALLIANCE such Group Policies, Individual Polices and other insurance related
products (collectively, the "Products") offered by CARRIER as the parties may
agree from time to time. CARRIER shall be solely responsible for designing the
Products involved and for establishing the prices to be charged for such
Products, subject to consultation with the ALLIANCE. The ALLIANCE shall be
solely responsible for determining which Products of CARRIER will be made
available through the ALLIANCE to its members. The ALLIANCE may make such
Products available to its members through its communications to members and
prospective members, through its catalog of benefits or through newspaper,
television or other advertisements and other means selected by the ALLIANCE in
its sole discretion. Nothing contained herein and no performance by the ALLIANCE
of its obligations hereunder shall be deemed to constitute an endorsement by the
ALLIANCE of CARRIER or of the Products, and the ALLIANCE assumes no financial
responsibility for the operating results of any Products sold by CARRIER to
members of the ALLIANCE.

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2. DEFINITIONS. For purposes of this Agreement, the following terms shall have
the following meanings:

            (a) Administrative Expense means, with respect to any period, costs
      incurred in such period by CARRIER for policy issuance and policy
      maintenance, but excluding the cost of investigating and paying claims.

            (b) Collected Premium means, with respect to any period, insurance
      premiums actually received in cash by CARRIER in such period.

            (c) Governmental Authority means 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.

            (d) Health Policies means Individual Policies and Association Group
      Policies (but excluding ancillary products) issued by CARRIER, which are
      the principal Products that CARRIER will sell to members of the ALLIANCE.

            (e) Marketing Expense means, with respect to any period, the
      insurance commissions as a percentage of Collected Premiums paid to
      outside insurance agents in such period, plus any out of pocket marketing
      costs incurred in such period by CARRIER, for selling and servicing the
      Health Policies to members.

            (f) Person means any individual, corporation, limited liability
      company, business trust, association, company, partnership, joint venture,
      Governmental Authority, or other entity.

3. LIMITATION ON CARRIER'S MARKETING AND ADMINISTRATIVE EXPENSES. As partial
consideration for the ALLIANCE's agreement to make the Products available to its
members, CARRIER agrees as follows:

            (a) unless otherwise agreed to by the Parties, the Marketing Expense
      with respect to Health Policies shall not exceed in any calendar year the
      following amounts (expressed as a percentage of Collected Premiums): (i)
      44.5% of first year Collected Premiums, (ii) 30% of second year Collected
      Premiums and (iii) 15% of all Collected Premiums after the second policy
      year; and

            (b) unless otherwise agreed to by the Parties, Administrative
      Expense with respect to Health Policies shall not exceed 10% of Collected
      Premiums.

4. CARRIER'S REPORTS.

            (a) Annual Reports. Except for the reports provided pursuant to
      Section 4(a)(i), within 90 days after the end of each calendar year during
      the Term hereof, CARRIER shall submit written reports to the ALLIANCE
      setting forth the following information:

                  (i) Financial Status of CARRIER Report, including CARRIER's
            most recent annual audited statutory financial statements filed with
            the state insurance departments and CARRIER's current ratings with
            any rating agencies, which shall be submitted to the ALLIANCE on or
            before June 15 of each year for the most recent calendar year.

                  (ii) Health Insurance in Force Report, including, with respect
            to members of the ALLIANCE, the number of policies issued, the
            number of policies dropped, the number

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            of policies in force and the amount of Earned Premiums thereon for
            the most recent calendar year.

                  (iii) Claims Report in substantially the form, and contain
            substantially the information, as set forth in Schedule 4(a) (iii)
            hereto.

                  (iv) Complaints Report, including the number of complaints
            received regarding claims handling and regarding agent conduct, the
            source of such complaints (department of insurance, a member of the
            ALLIANCE or other) and the number of claims disposed of during the
            most recent calendar year on Health Policies issued to members of
            the ALLIANCE.

                  (v) Litigation Report. The number of legal actions brought
            against CARRIER with respect to any Products sold to members of the
            ALLIANCE, the number of such actions disposed of during the most
            recent calendar year and a brief description of any material
            litigation pending at year-end.

                  (vi) Certificate of Compliance, containing the calculation of
            CARRIER's compliance with the limitation on Marketing Expense and
            the limitation on Administrative Expense for the most recent
            calendar year and, if CARRIER did not comply with either of such
            limitations, CARRIER's plan for curing such non-compliance.

            (b) Quarterly Reports. Within 60 days following the end of each
      calendar quarter during the Term hereof (other than the fourth quarter of
      each year), CARRIER shall provide to the ALLIANCE unaudited statutory
      financial statements of CARRIER filed with the Oklahoma state insurance
      department, and a Health Insurance in Force Report, as described in
      Section 4(a)(ii) above, in each case as of the end of and for such
      calendar quarter.

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

5. NOTICE OF RATE INCREASES. CARRIER shall provide to the ALLIANCE not less than
forty five (45) days' advance written notice of any proposed rate increases for
the Health Policies, such notice to include a statement that such premium rate
increase is deemed necessary based upon the analysis of the actuarial department
of CARRIER. ALLIANCE shall have the right to provide to CARRIER input with
respect to proposed rate decisions, and CARRIER agrees to share claim
information and experience with ALLIANCE to permit ALLIANCE to provide such
input. CARRIER agrees to consider recommendations by ALLIANCE and to provide its
rationale to ALLIANCE for decisions regarding rate increases that are contrary
to ALLIANCE's recommendations. Notwithstanding the foregoing, CARRIER shall at
all times retain the right to determine in its sole and absolute discretion the
amount and timing of any rate increase on Health Policies.

6. MUTUAL DISCLOSURES. CARRIER and the ALLIANCE each agree that they will
promptly notify the other Party of any complaints or notices of investigations
that they receive which will or may involve the other Party.

7. CONFIDENTIALITY: Each Party 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

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Party or its customers and will not 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, including the Health Insurance Portability and Accountability
Act of 1996 ("HIPPA"). 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 the Parties on a
non-confidential basis prior to its disclosure by the other Party or its
customer to 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.

8. REPRESENTATIONS AND WARRANTIES:

            (a) CARRIER hereby represents and warrants to the ALLIANCE as
      follows:

                  (i) CARRIER is a corporation duly organized, validly existing
            and in good standing under the laws of the State of Oklahoma 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 CARRIER 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 CARRIER, 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) CARRIER is duly licensed and has authority to issue Life
            and Health Policies and certificates to insureds in each of the
            states in which CARRIER is currently issuing such policies and
            CARRIER will obtain and retain all licenses necessary to conduct
            CARRIER's business during the term hereof.

                  (v) 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 CARRIER or for the validity or enforceability
            thereof, except for such approvals or consents which have been
            obtained or made.

            (b) The ALLIANCE hereby represents and warrants to CARRIER as
      follows:

                  (i) The ALLIANCE is a membership organization that is duly
            organized, validly existing and in good standing under the District
            of Columbia Nonprofit 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 ALLIANCE to authorize and
            permit the execution and delivery by it of this Agreement, the
            performance by it of its respective obligations hereunder, and the
            consummation by it of the transactions contemplated herein and
            therein, have been duly and properly taken.

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                  (iii) This Agreement constitutes the legal, valid and binding
            obligation of the ALLIANCE, 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 ALLIANCE or for the validity or enforceability
            thereof, except for such approvals or consents which have been
            obtained or made.

9. INDEMNIFICATION:

      (a) Indemnification by CARRIER. CARRIER agrees to indemnify and hold
harmless the ALLIANCE and each of the ALLIANCE's officers, directors, employees
and agents (collectively, an "ALLIANCE 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 CARRIER in this Agreement;

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

            (iii) any other Loss resulting from, or arising out of any acts,
      occurrences or matters caused by CARRIER and/or the independent insurance
      agents under contract with CARRIER, provided that such Loss was not caused
      in whole or in material part by the act or omission of an ALLIANCE
      Indemnified Party.

      (b) Indemnification by the ALLIANCE. The ALLIANCE agrees to indemnify and
hold harmless CARRIER and each of CARRIER's officers, directors, employees and
agents (collectively, a "CARRIER 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 ALLIANCE in this Agreement;

            (ii) any breach of, or failure by, the ALLIANCE 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 ALLIANCE, provided that such Loss was
      not caused in whole or in material part by the act or omission of a
      CARRIER Indemnified Party and excluding any Losses incurred, arising out
      or relating to any claims that ALLIANCE is not a valid association to
      which an association group policy of health insurance may be issued..

      (c) Conduct of Indemnification Proceedings.

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            (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 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 any and 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).

10. 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.

11. AUDIT RIGHTS. The ALLIANCE, itself or by its agents, shall have the right,
on reasonable written notice, during regular business hours and at the
ALLIANCE's expense, to review and audit the books and records of CARRIER
relating to the obligations of CARRIER hereunder. The ALLIANCE shall reimburse
CARRIER for reasonable expenses (excluding attorneys' fees) incurred by CARRIER
in

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assisting the ALLIANCE in such review and audit. The provisions of this Section
11 shall survive for a period of two years beyond the termination or expiration
of this Agreement.

12. FORCE MAJEURE. Neither Party shall be held responsible for any delay or
failure in performance 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 delayed or non-performing Party or its subcontractors ("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 180 days, either
Party may terminate this Agreement by delivery of written notice to the other
Party.

13. 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 Business Days after being deposited in
the U.S. mail, certified or registered, postage prepaid, addressed as follows:

                        If to the ALLIANCE:

                        Alliance for Affordable Services
                        Mangrove Office Building
                        17757 U.S. Highway 19, North
                        Suite 260
                        Clearwater, FL 33764
                        Attention: William Callaghan
                        Facsimile No.: (727) 531-2778

                        With a copy to:

                        Alliance for Affordable Services
                        P.O. Box 612547
                        Dallas, TX 75261-2547
                        Facsimile No.: (800) 847-8889

                        If to CARRIER:

                        Mid-West National Life Insurance Company of Tennessee
                        9151 Grapevine Highway
                        North Richland Hills, Texas 76180
                        Attention: President
                        Facsimile No.: (817) 255-8380

                        With a copy to:

                        UICI
                        9151 Grapevine Highway
                        North Richland Hills, Texas 76180
                        Attention: Executive Vice President and General Counsel

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                        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.

14. 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.

15. 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.

16. 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
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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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 the 1999 Agreement accrued as of
the date hereof. The provisions of this Agreement may not

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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.

23. 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.

24. TERM.

      (a) The term (the "Term") of this Agreement shall commence on the date
hereof and shall continue until December 31, 2007.

      (b) This Agreement may be terminated by either Party hereto (the
"Terminating Party") upon not less than 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
      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.

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25. 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 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 Parties to the Arbitration, provided that each Party to the
Arbitration shall pay for and bear the cost of its own experts, evidence, and
attorney's fees for the Arbitration, except that, in the discretion of the
Panel, any award may include the cost of a Party's counsel for the Arbitration
and/or its share of the expense of the Arbitration if the Panel expressly
determines that an award of such costs is appropriate to the Party to the
Arbitration whose position substantially prevails in such Arbitration. To submit
a matter to Arbitration, the Party seeking redress shall notify in writing the
Party or Parties against which 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 to
the Arbitration, and after the completion of such Arbitration, the Parties to
the Arbitration may only institute litigation regarding the arbitrated claim
under the Agreement for the sole purpose of enforcing the determination of the
Arbitration hearing or seeking injunctive or equitable relief.

26. PRIOR AGREEMENT. The Vendor Agreement, effective June 1, 2004, between
CARRIER and the ALLIANCE is hereby terminated and without further force or
effect.

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

                                        ALLIANCE FOR AFFORDABLE SERVICES

                                        By: ___________________________________

                                        Print Name: ___________________________

                                        Title: ________________________________

                                        MID-WEST NATIONAL LIFE INSURANCE
                                        COMPANY OF TENNESSEE

                                        By: ___________________________________

                                        Print Name: ___________________________

                                        Title: ________________________________

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