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                             ENDORSEMENT AGREEMENT


         This Endorsement Agreement is hereby entered into on this the 15th day
of January, 1996, by and between DON M. CANADA, an individual authorized
pursuant to the provisions of Article 21.07-1 of the Texas Insurance Code to
act as a Group I Life Insurance Agent with principal offices at 918 Congress
Avenue, Suite 200, Austin, Texas 78701 (hereinafter "AGENT") as agent of record
for and authorized representative of the Texas Association for Optometrists,
the Texas Podiatric Medical Association and the Texas Society of Professional
Surveyors, and PROFESSIONAL BENEFITS INSURANCE COMPANY, a corporation organized
and existing under the laws of the State of Texas and authorized pursuant to
the provisions of Chapter 3 of the Texas Insurance Code to act as a life,
accident and health insurer with principal offices at 10835 Rockley, Houston,
Texas 77099 (hereinafter "PBIC").
                                R E C I T A L S:

         WHEREAS, AGENT is the insurance agent of record for and the authorized
representative of the Texas Association of Optometrists, the Texas Podiatric
Medical Association, and the Texas Society of Professional Surveyors
(hereinafter "THE ASSOCIATIONS");

         WHEREAS, as agent of record, AGENT represents the above-mentioned
associations in seeking various insurance coverages to endorse to the members
of the associations, including life, accident and health insurance coverages;

         WHEREAS, PBIC is a licensed life, accident and health insurer in the
state of Texas;


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         WHEREAS, PBIC desires to secure the endorsement of the Associations
for the offer to the membership of the Associations of life, accident and
health insurance products;

         WHEREAS, Agent is seeking an alternative carrier to take over the
life, accident and health insurance book of business previously written by
Fidelity American Insurance Company on behalf of members of the Associations;

         WHEREAS, PBIC is willing to assume the Fidelity American Insurance
book of business on terms and conditions as set out in this agreement;

         WHEREAS, the parties hereto have agreed to the terms and conditions
set out in this agreement;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein the parties hereto agree as follows:

                                       I.

                              TAKEOVER OF BUSINESS

         1.01 PBIC does hereby agree to take over the insurance book of
business previously insured through Fidelity American Insurance Company as
respects the members of the Texas Association of Optometrists, the Texas
Podiatric Medical Association, and the Texas Society of Professional Surveyors
as of February 1, 1996. The takeover of the above-mentioned book of business
will be evidenced by the issuance of policies of insurance by PBIC on forms
approved for use in the State of Texas for PBIC by the Texas Department of
Insurance. The forms approved for use in Texas for PBIC by the Texas Department
of Insurance shall provide the same schedule of

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benefits as that provided by Fidelity American Insurance Company to the members
of the Associations as of January 31, 1996. The schedule of benefits may
include certain enhancements including a $3,000,000.00 life time maximum and
such other enhancements as may be mutually agreed between PBIC and Agent as
Agent of Record for the Associations.

         1.02 PBIC policies will be issued to the members of the Associations
as of February 1, 1996 on a "full takeover basis." It is the intent of the
parties that the PBIC coverage effective February 1, 1996, shall be on a
"no-loss/no-gain" basis whereby the members of the Associations covered through
Fidelity American Insurance Company as of January 31, 1996, shall receive
credit for any deductible amounts satisfied between January 1, 1996, and
January 31, 1996. Any policies of Fidelity American Insurance Company in force
for a period of less than twelve (12) months as of January 31, 1996, will
continue the twelve (12) month pre-existing condition limitation. Any policies
of Fidelity American Insurance Company in force as of January 31, 1996, having
current life time maximums exhausted will transfer to new coverage under PBIC;
however, no further benefits will be payable under the PBIC policy. It is
specially agreed and understood between the parties that no part of the premium
payable to PBIC may be paid by the employer of any covered person.

                                      II.

                              ENDORSEMENT OF PBIC

         2.01 AGENT on behalf of the Texas Association of Optometrists, the
Texas Podiatric Medical Association and the Texas Society of Professional
Surveyors does hereby endorse PBIC

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to the members of the Associations as the insurer of preference for the
Associations as respects life, accident and health insurance coverages. By the
execution of the agreement by Agent, the Associations evidence their
endorsement of PBIC to their members for life, accident and health insurance
coverages. The above endorsement may be advertised and made known in a manner
consistent with the Texas Insurance Code and the Rules and Regulations of the
Texas Department of Insurance.

         2.02 For purposes of this Agreement "new business" means applications
for insurance coverages on members of the Associations not covered through an
Fidelity American Insurance Company policy as of January 31, 1996. Any new
business submitted to PBIC as respects members of the Associations will be
subject to underwriting by PBIC utilizing the current underwriting procedures
of PBIC. The underwriting procedures of PBIC will be specifically outlined to
AGENT in order that AGENT may follow such underwriting procedures in soliciting
applications for coverage on behalf of PBIC through any agency agreement
specifically entered into by and between PBIC and Agent.

         2.03 The coverage made available by PBIC to the members of the
Associations will be a franchise policy approved for use in Texas by the Texas
Department of Insurance. PBIC will issue the franchise policies to those
members of the Associations meeting the current underwriting criteria of PBIC
and accepted for coverage by PBIC. Those members of the Associations accepted
for coverage by PBIC will be issued identification cards in addition to the
PBIC policy.

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         2.04 New business submitted to PBIC will be subject to the current
premium rates in effect. Business written by PBIC pursuant to this Agreement
will be subject to rate increases predicted upon PBIC's normal method of
calculating premium rate increases. PBIC will consider recommendations and
advice from Agent with respect to premium rate actions; provided, however,
premium rate actions remain within the sole discretion of PBIC.

         2.05 AGENT agrees that as Agent of Record for the Associations AGENT
will permit PBIC the right of first refusal as respects any and all
applications for life, accident and health insurance coverages on behalf of
members of the above-mentioned associations. The endorsement provided in this
agreement is exclusive to the extent that PBIC does have the right of first
refusal as respects any and all applications for life, accident, and health
insurance coverages solicited by Agent from members of the Associations.

         2.05 In the event PBIC is aware of "follow-up" business as respects
Association members known to PBIC, Agent shall be given the right of first
refusal to solicit the "follow-up" business with respect to leads generated on
business related to any of the Associations.

                                      III.

                                      TERM

         3.01 AGENT hereby enters into this Endorsement Agreement on behalf of
the Texas Association of Optometrists, the Texas Podiatric Medical Association,
and the Texas Society of Professional Surveyors and does hereby appoint PBIC as
the insurer on behalf of the above-mentioned associations and PBIC hereby
accepts the endorsement of the Associations as respects

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the life, accident and health insurance products of PBIC for a period of five
(5) years from and after the date of execution of this agreement; subject,
however, to prior termination of this agreement as hereinafter provided.

                                      IV.

                                 DUTIES OF PBIC

         4.01 As the insurer for the life, accident and health insurance
coverages contemplated by this agreement, PBIC will be responsible for all
administrative functions as respects the policies issued by PBIC to members of
the Associations. The administrative functions include underwriting as respects
new business, claims review and claims payment, new policy issue, policyholder
service, and related administrative functions. It is specifically agreed and
understood between the parties that Agent shall be responsible for the billing
and collection of premium on behalf of PBIC.

         4.02 PBIC shall be responsible for the proper payment of commissions.
PBIC will pay commissions to the appropriate agent within five (5) business
days from the first day of the month following receipt of collected premium.

         4.03 PBIC and AGENT will implement a quarterly strategic marketing
meeting to review and determine targets of opportunity as respects the
Associations or other non-profit associations brought to the attention of PBIC
by AGENT.

         4.04 PBIC will implement a claims appeal process similar to that
utilized by PBIC as respects the Texas Restaurant Association for claims
arising under policies issued to members of the Texas Society of Professional
Surveyors.

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                                       V.

                                DUTIES OF AGENT

         5.01 AGENT shall be responsible for the billing and collection of
premium as respects policies of insurance issued by PBIC to members of the
Texas Association of Optometrists, the Texas Podiatric Medical Association, and
the Texas Society of Professional Surveyors. AGENT shall submit to PBIC premium
as respects the Associations on the twenty-fifth (25th) day of each month as
collected by AGENT. The premium will be submitted by AGENT to PBIC on a list
billing which reflects the name of each individual policyholder and the premium
paid by such policyholder for each type of coverage. The list billing will be
submitted in a format which is acceptable to PBIC. The list billing submitted
by AGENT shall serve as the basis for PBIC's determination of eligibility for
coverage for members of the Associations.

         5.02 It is specifically agreed and understood between the parties that
any monies received or collected by AGENT constituting premiums due and payable
to PBIC constitute trust funds belonging to PBIC. AGENT has no right, title, or
interest in and to premiums collected by AGENT on behalf of PBIC. AGENT is only
entitled to commissions earned and payable by PBIC to AGENT. AGENT specifically
agrees that a trust is imposed upon any and all premiums collected by AGENT on
behalf of PBIC and that the monies so collected will be treated as fiduciary
funds belonging to PBIC.

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                                      VI.

                           TERMINATION OF APPOINTMENT

         6.01 This agreement shall terminate on the occurrence of any of the
following events: 

         a. Anything contained herein to the contrary not withstanding, in the
         event PBIC shall discontinue operating its business, this agreement
         shall cease and terminate on the first day of the month in which PBIC
         ceases operations with the same force and effect as if said first day 
         of the month were originally set forth as a termination date hereof;

         b. Anything contained herein to the contrary notwithstanding, in the
         event any of the Associations named in this agreement shall
         discontinue operating its business, this agreement shall cease and
         terminate on the first day of the month in which such Association
         ceases operations with the same force and effect as if said first day
         of the month were originally set forth as the termination date hereof;

         c. The willful breach of duty, the habitual neglect or continued
         incapacity on the part of PBIC to perform PBIC's duties unless waived
         by AGENT on behalf of the Associations;

         d. The willful breach of duty, the habitual neglect or continued
         incapacity on the part of AGENT to perform AGENT's duties unless
         waived by PBIC; or

         e. By delivery through the U.S. Mail or by hand, a written notice of
         termination giving at least one hundred eighty (180) days notice of
         termination of this agreement by either party.

                                      VII.

                               GENERAL PROVISIONS

         7.01 This agreement supersedes any and all other agreements, either or
oral or written, between the parties hereto with respect to the matters subject
of this agreement and contains all of the covenants between the parties with
respect to the endorsement of PBIC by the Associations and the takeover of the
Fidelity American book of business by PBIC.

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         7.02 This agreement shall be governed by and construed in accordance
with the laws of the State of Texas. This agreement shall be performed in
Harris County, Texas.

         7.03 In the event of a breach of this agreement by either PBIC or
AGENT or any of the Associations for whom AGENT is AGENT of Record resulting in
damages to the other party, the aggrieved party shall recover from the party
breaching this agreement any and all damages that may be sustained.

         7.04 If any act at law or in equity is necessary to enforce or
interpret the terms of this agreement, the prevailing party shall be entitled
to reasonable costs, attorney's fees, and necessary disbursements in addition
to any and all other relief to which such party may be entitled.

         7.05 Any notices to be given hereunder by one party to the other may
be effected either by personal delivery in writing or by mail, registered or
certified, postage prepaid with return receipt requested. Mailed notices shall
be addressed to the parties at the addresses appearing in the introductory
paragraph of this agreement. Notices delivered personally shall be deemed
communicated as of actual receipt; mailed notices shall be deemed communicated
as five (5) days after mailing.

         7.06 Nothing contained herein is intended to nor does it create the
relationship of joint venturer or partner between the parties.

         7.07 This agreement is severable. Should any term, condition,
paragraph, or portion of this agreement be void or invalid for any reason, the
remainder of this agreement shall be of full force

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and effect as if the void and invalid term, condition, paragraph, or portion
were not a part of this agreement.

         7.08 This agreement may only be assigned with the mutual consent of
the parties which such consent shall be evidenced by a written document
attached to and made a part of this Agreement by either party.

         Executed on the day and year first above written by:

PROFESSIONAL BENEFITS                      DON M. CANADA, AS AGENT
INSURANCE COMPANY                          OF RECORD FOR THE TEXAS
                                           ASSOCIATION OF OPTOMETRISTS,
                                           THE TEXAS PODIATRIC MEDICAL
                                           ASSOCIATION AND THE TEXAS
                                           SOCIETY OF PROFESSIONAL SURVEYORS

/s/ JERRY RAY                              /s/ DON M. CANADA
----------------------------               --------------------------------
BY:  Jerry Ray                                    DON M. CANADA
TITLE:  President





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