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                               LICENSE AGREEMENT

THE STATE OF TEXAS    ) (
                      ) (     KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TRAVIS      ) (

         This agreement is made and entered into by and between TEXAS
RESTAURANT ASSOCIATION, Licensor, and PROFESSIONAL BENEFITS INSURANCE COMPANY,
Licensee.

                                  WITNESSETH:

         WHEREAS, the Texas Restaurant Association is the sole owner of, and
has a valuable licensable property right in the name "Texas Restaurant
Association" and the associated logo, a copy of which is attached hereto as
Exhibit A (collectively, the "marks"); and

         WHEREAS, the members of the Texas Restaurant Association constitute a
substantial market for medical insurance; and

         WHEREAS, Licensee is aware of the fact that the marks are well
recognized and respected among members of the Texas Restaurant Association; and

         WHEREAS, Licensee is desirous of securing a non-exclusive license to
use the marks in the marketing of medical insurance coverage;

         NOW THEREFORE, for and in consideration of the premises and mutual
covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged and confessed, the
parties hereto agree as follows:

         1. Texas Restaurant Association and its successors and assigns retain
the sole right to register, to use and to license others to use the marks and
any modifications and derivations thereof.

         2. Licensee will not register or attempt to register in its own name
or in the name of any other person, corporation or other entity any name of
logo or mark of any other designation of any kind utilizing the marks, any
modification of derivations thereof, or any logo hereafter used by the Texas
Restaurant Association.

         3. Licensee will not contest, directly or indirectly, Texas Restaurant
Association's ownership, title, right or interest in the sole right to
register, use and to license others to use the marks or any other names or
marks which incorporate that name and logo or any modifications or derivations
thereof.



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         4. In consideration of the payment of a royalty, Texas Restaurant
Association grants to Licensee a non-exclusive license to use the marks in the
marketing of medical insurance to the members of the Association.

         5. The royalty to be paid to the Texas Restaurant Association by
Licensee which constitutes the consideration for this agreement, shall be
computed and paid quarterly to the Texas Restaurant Association in Austin,
Travis County, Texas, in compliance with the following formula:

             (a) for each use of the marks in an advertisement published in a 
         periodical with a circulation of 4,000 or more, the sum of $3,200.00.

              (b) for each use of the marks in an advertisement published in a 
         periodical with a circulation of fewer than 4,000, the sum of
         $2,500.00.

              (c) for each use of the marks in form letters or other materials
         prepared for distribution by mail the sum of $80.00 per 100 copies.

              (d) for each reference to the Texas Restaurant Association in
         a personal interview conducted in an effort to sell insurance, the sum
         of $2.05.

         6. This agreement shall be in effect for a term of one (1) year unless
continued by agreement of the parties or sooner terminated under other
provisions hereof. Either party may cancel this contract, with or without
cause, by giving 30 days written notice to the other party.

         7. As long as this agreement is in effect, Licensee agrees to submit
to the Texas Restaurant Association a monthly report showing any or all
additions to or drops from the list of Texas Restaurant Association members
shown to have been enrolled as participants in the medical insurance program.

         8. During the existence of this agreement, Texas Restaurant
Association shall have the right, at reasonable times and on advance notice to
Licensee, to have the enrollment records of the company verified by the Texas
Restaurant Association's certified public accountants. Licensee shall make
available its books and records as may be reasonably necessary for such
verification.

         9. Licensee will use its best efforts to promote and protect the
goodwill and reputation associated with Texas Restaurant Association and the
marks and will hold Texas Restaurant Association harmless from any claims,
damages, liabilities, and causes of action which might arise in connection with
Licensee's negligent use of the marks.


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         10. This agreement is limited to the license herein granted to
Licensee to use the marks in the marketing of medical insurance to Texas
Restaurant Association members; any other business dealings between the parties
will be conducted as separate transactions under whatever agreements or
contracts are applicable thereto.

         11. Licensee agrees to hold in confidence all information which it may
receive from the Texas Restaurant Association, including the names of its
members, and to return any writings revealing the same at the termination of
this agreement, unless otherwise required by law.

         12. This agreement shall be binding upon any successors or assigns of
the Licensee. Licensee may not assign any of it's rights or delegate any of
it's obligations hereunder without the prior written consent of the Texas
Restaurant Association.

         13. In the event of any violation of the terms and conditions of this
agreement, Texas Restaurant Association shall be entitled to injunctive relief
and damages, which remedies shall be cumulative and in addition to any other
rights or remedies to which Texas Restaurant Association might be entitled.

         14. If legal action is required to enforce this contract the
prevailing party is entitled to recover reasonable attorney fees,
administrative costs, costs of court, and any other expenses incurred in
enforcing the contract.

         15.      THIS AGREEMENT SHALL BE CONTROLLED BY THE LAWS OF THE
STATE OF TEXAS AND IS PERFORMABLE IN TRAVIS COUNTY, TEXAS.  ANY
LITIGATION WITH REGARD THERETO MUST BE BROUGHT IN TRAVIS COUNTY,
TEXAS.

         WITNESS OUR HANDS this the 2nd day of May 1994.

TEXAS RESTAURANT ASSOCIATION               PROFESSIONAL BENEFITS INSURANCE CO.


By:  /s/ [illegible]                   By:      /s/ JERRY RAY
   ------------------------               ------------------------
   Executive Vice President               Executive Vice President




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