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                                                                 EXHIBIT 10.104

                                                                 EXECUTION COPY

                                    AFS - 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 Americans for Financial Security, Inc., a
membership organization that is organized under the laws of the District of
Columbia ("AFS").

      WHEREAS, AFS 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; and

      WHEREAS, PDA is a nationwide sales and marketing organization that is
capable of performing the Services (as such term is hereinafter defined) through
independent field service representatives ("FSRs") with whom PDA has and will
contract; and

      WHEREAS, AFS desires to retain PDA to perform, and PDA desires to perform,
the Services, on such terms and subject to such conditions as hereinafter set
forth.

      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, AFS and PDA hereby agree as follows:

1. FSRs. PDA shall, during the Term of this Agreement, recruit, contract with,
train, supervise and compensate 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 AFS new "Members" (as such term is prescribed by the
By-Laws of AFS);

      (b) To explain to Members the benefits of continued membership in AFS,
including providing updated information on AFS benefits and programs, to
encourage such Members to maintain their continued membership in AFS and to
renew any other AFS benefit programs in which such Members may be enrolled;

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

      (d) To collect and remit to AFS or its designee the initial and renewal
fees and dues from applicants for membership in AFS and any renewal fees and
dues from current members of AFS in accordance with the schedule of fees and
dues set forth in SCHEDULE 1 attached hereto and made a part hereof, which
SCHEDULE 1 AFS 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 AFS 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 AFS; and

      (i) To provide such other Member recruitment, solicitation and retention
services as AFS 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) Except as is expressly provided herein, neither PDA nor any FSR shall
have any authority, express or implied, to bind AFS to any contractual or other
relationship, to any Member, for any benefits, services or obligations;

      (b) Neither PDA nor any FSR shall have any authority to waive any
requisites or conditions of membership prescribed by AFS 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 AFS 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, "Americans for Financial Security" and "AFS" (collectively the
"Trade Names") as well as the trademarks "AFS" and the "AFS 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 AFS
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 AFS.

      (d) All uses of the Trade Names and Trademarks must be submitted by PDA to
AFS, prior to such use by PDA and/or the FSRs. PDA and/or the FSRs shall have
the right to use the Trademarks if AFS does not respond to PDA within ten (10)
business days of PDA's submitting such advertising, promotional materials and
business cards to AFS. PDA will comply, and will use its best efforts to cause
the FSRs to comply, with conditions set forth from time-to-time by AFS 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 Americans for Financial
Security, Inc." 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 AFS 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 AFS setting
forth the following information:

            (i) FSR Report. The number of FSRs retained by PDA at the beginning
      of the year to solicit AFS 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 AFS
      membership submitted by FSRs to PDA during such year and the number of new
      AFS memberships sold by PDA through 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 PDA, FSRs and/or (to the knowledge of PDA) AFS, in
      connection with FSRs' solicitation of AFS 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
      PDA and/or FSRs with respect to the solicitation of new or current AFS
      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 AFS 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 AFS as may
reasonably be requested by AFS 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 AFS fees or dues shall be deemed to be earned by and
payable to PDA only upon actual receipt of the fees or dues from AFS applicants
or Members. If any AFS 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 AFS, any compensation PDA received that
was based on such refunded fees or dues. AFS 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 AFS 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.

      (a) 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.

      (b) In the event that either Party becomes legally compelled (by
deposition, interrogatory, request for documents, subpoena, civil investigative
demand or similar process) to disclose any of the Confidential Information, such
Party (the "Disclosing Party") shall provide the other Party (the "Protected

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Party") with prompt prior written notice of such requirement so that the
Protected Party may seek a protective order or other appropriate remedy and/or
waive compliance with the terms of this Agreement. In the event that such
protective order or other remedy is not obtained, or that the Protected Party
waives compliance with the provisions hereof, the Disclosing Party agrees to
furnish only that portion of the Confidential Information that the Disclosing
Party is advised by written opinion of counsel is legally required and to
exercise best efforts to obtain assurance that confidential treatment will be
accorded such Confidential Information.

      (c) 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.

7. REPRESENTATIONS AND WARRANTIES.

      (a) PDA hereby represents and warrants to AFS 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 actions 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) AFS hereby represents and warrants to PDA as follows:

            (i) AFS is a nonprofit corporation 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 actions required to be taken by or on the part of
      AFS 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.

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            (iii) This Agreement constitutes the legal, valid and binding
      obligation of AFS, 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
      AFS 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.

8. INDEMNIFICATION.

      (a) Indemnification by PDA: PDA agrees to indemnify and hold harmless AFS
and each of AFS's officers, directors, employees and agents (collectively, an
"AFS 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 or federal
      statutes, 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 an AFS
      Indemnified Party.

      (b) Indemnification by AFS. AFS 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 AFS in this Agreement;

            (ii) any breach of, or failure by, AFS 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

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      caused by AFS, 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
      AFS is not a valid association to which a policy of association group
      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, including attorneys' fees; 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).

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

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Party shall have any right or authority to create or assume any obligation of
any kind on behalf of the other Party. Subject to the provisions of Section 2(a)
hereof, 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 PDA and FSRs will
solicit memberships for AFS 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 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 ("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 AFS:

                  Americans for Financial Security, Inc.
                  P.O. Box 1469
                  Hurst, TX 76053-1469
                  Attention: Arthur M. Granda
                  Facsimile No.: (800) 468-6724

                  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


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                  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.

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 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 AFS and Performance Driven Awards, Inc.

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("PDA") dated January 1, 2002, that have 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 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 AFS 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.

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            (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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<PAGE>

      (c) The expiration or termination of this Agreement shall not affect AFS'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.

                        AMERICANS FOR FINANCIAL SECURITY

                        By:  ________________________________________

                        Print Name:  ________________________________

                        Title:  _____________________________________

                        PERFORMANCE DRIVEN AWARDS, INC.

                        By:  ________________________________________

                        Print Name:  ________________________________

                        Title:  _____________________________________


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