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                          POINTS OF TDA/ODA AGREEMENT

1.       Mutual Agreement between ODA and TDA Life and Health to provide
         various insurance programs for members of the Oklahoma Dental
         Association.

2.       ODA will lend its logo and implied name to TDA Life and Health to
         promote ODA approved programs.

3.       No insurance programs or any other products may be promoted among ODA
         members that has not first been approved by the Board of Trustees of
         the ODA, and under normal circumstances after study and recommendation
         by the Sub Council on Insurance.

4.       All changes in any approved program will come only after review of the
         Sub Council on Insurance and approval of the Board of Trustees.

5.       No TDA Life and Health program will be marketed or sold to any dentist
         in Oklahoma who is not a member in good standing of the Oklahoma
         Dental Association.

6.       TDA Life and Health agrees to inform delinquent members that their
         insurance will not be renewed if their membership in the ODA is not
         kept current. This should be done each year at such time as the ODA
         will provide TDA Life and Health a list of delinquent members.

7.       ODA agrees to promote the ODA approved insurance program among its
         members and their employees.

8.       TDA Life and Health agrees to exhibit at ODA Annual Meeting (at least
         on exhibit space).

9.       TDA Life and Health agrees to buy one full page ad in each quarterly
         Journal.

10.      TDA Life and Health agrees to buy one-third page ad in each Talkback
         or ODA Newsletter.

11.      ODA agrees to provide mailing address, act as a mailing house for TDA
         Life and Health for dentists to mail in claims and premiums at a
         reasonable cost to TDA Life and health. ODA will receive daily mail,
         log it so there is a record of mail received, package it and mail it
         to TDA Life and Health at its Houston address no later than the next
         work day and the same day when possible. A log of each mailing from
         ODA to TDA Life and Health will be kept in the event there is question
         about receipt of claim or premium or any other correspondence from the
         member dentists to ODA Administered Insurance programs or TDA Life and
         Health.



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         When a dentist calls the 1-800 number in Houston at no time will TDA
         Life and Health employees blame or accuse ODA employees for delay in
         mailing unless they can prove that correspondence has not been
         forwarded within the prescribed time above.

12.      The total program is to be operated with the concept that ODA
         Administered Insurance programs is an ODA program, the Sub Council on
         Insurance stands between the member dentists and any insurance
         companies and carry out the understanding that the ODA Administered
         Insurance program is "Our" program. The ODA shall have the final
         decision of payment of denied claims with the understanding that cost
         for said payment will reflect back on the claims paid against the
         program.

13.      TDA Life and Health will provide to ODA from time to time requested
         information to prove the financial stability of TDA Life and Health.

14.      TDA Life and Health will provide to ODA no less than quarterly a
         report indicating:

                  A.       Number of insureds per program.
                  B.       Premium income for each program.
                  C.       Claims paid for each program.
                  D.       Claims made but not reported for each program.
                  E.       Reserves for unpaid claims.
                  F.       Administrative costs for each program.

15.      TDA Life and Health will place a member of the ODA on the Board of
         Trustees of TDA Life and Health as an advisory member. TDA Life and
         Health will open an office in Oklahoma to administer the ODA
         Administered Insurance programs. ODA will purchase a reasonable amount
         of stock of TDA Life and Health.



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