ASSET PURCHASE AGREEMENT

Exhibit 10(j)

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT  (this “ Agreement ”) is made and entered into as of the  17 ^th day of October, 2007 (“ Effective Date ”), by and between Transaction Applications Group, Inc., a Nebraska corporation (“ TAG ”), and Legacy Marketing Group, Inc., a California corporation (“ LMG ”).

BACKGROUND.  LMG provides third party administrative services for life insurance carriers (the “ Business ”).  LMG desires to exit the Business and transition to TAG the third party administration services that LMG currently provides and the employees who provide them. Toward this end, LMG wishes to sell to TAG, and TAG wishes to purchase from LMG, certain rights, properties and assets owned or held by LMG and used in the operation of the Business, all on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE,  in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained, and intending to be legally bound hereby, LMG and TAG agree as follows:

ARTICLE I

PURCHASE OF ASSETS

1.1

Purchase of Assets .  LMG agrees to sell, transfer, assign, and deliver to TAG the tangible and intangible rights, properties and assets identified in Exhibit A (the “ Assets ”), and TAG agrees to purchase and take the Assets, on the terms and subject to the conditions set forth in this Agreement.  

1.2

No Assumed Liabilities .  TAG will not assume or have any obligation with respect to, and LMG shall retain and fully discharge when due, all direct or indirect debts, obligations, and liabilities of LMG of any nature, whether absolute, accrued, contingent, liquidated, or otherwise, and whether due or to become due, asserted, or unasserted, known or unknown (collectively, “ Liabilities ”).  For clarity, the foregoing shall not affect TAG’s obligation to reimburse LMG for the costs specifically identified in the TAG Documents as reimbursable by TAG (e.g., salary and benefits for Transitioned Personnel during the Secondment Period as provided in Section 4.1(d) ) under the terms and conditions set forth therein.

1.3

Consideration .  As consideration in full for the acquisition of the Assets from LMG, TAG will pay LMG $41,610 (the “ Purchase Price ”).  

1.4

Closing .  The closing (the “ Closing ”) of the transactions contemplated by this Agreement took place on the Effective Date, upon execution of this Agreement and the delivery of the consideration, documents and instruments referenced herein.

1.5

Closing Actions and Deliveries .  At the Closing, the following actions and deliveries took place:

(a)

TAG and LMG executed and delivered this Agreement;

(b)

TAG paid the Purchase Price to LMG;  

(c)

LMG executed and delivered to TAG a Bill of Sale conveying the Assets to TAG, substantially in the form of Exhibit B ;

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(d)

TAG executed administrative services agreements or their equivalent (the “ New Customer Contracts ”) with each of the following LMG customers (the “ New Customers ”) pursuant to which TAG will provide TPA Services with respect to the approximate number of policies stated: (i) American National Insurance Company (21,500 policies), (ii) Americom Life and Annuity Insurance Company (5,000 policies), (iii) Investors Insurance Corporation (17,000 policies), (iv) Transamerica Life Insurance Company (28,000 policies), and (v) Conseco Insurance Company and Washington National Insurance Company (6,000 policies), each such New Customer Contract containing terms and conditions acceptable to TAG and the respective New Customer;

(e)

Unless waived by LMG, LMG terminated or executed amendments to its administrative services agreements with each of the New Customers eliminating the TPA Services from the scope of services to be provided by LMG thereunder;

(f)

TAG and LMG executed and delivered separate subcontractor agreements (“ Subcontracts ”) for each of the following LMG customers (“ Terminated Customers ”) under which TAG will provide TPA Services as a subcontractor of LMG: (i) John Hancock Life Insurance Company, (ii) Allianz Life Insurance Company, and (iii) Aviva plc (successor in interest to AmerUS Group Co. and IL Annuity and Insurance Company), substantially in the form of, collectively, Exhibit C ;

(g)

LMG’s parent corporation, Regan Holding Corp. (“ RHC ”), and TAG’s parent corporation, Perot Systems Corporation (“ PSC ”), executed and delivered a lease (the “ Lease ”), substantially in the form of Exhibit D, for the real property at 25 Legacy Drive NW, Rome, Georgia (the “ Real Property ”);

(h)

TAG and LMG executed and delivered an Administrative Services and Teaming Agreement, substantially in the form of Exhibit E ;

(i)

TAG and LMG executed and delivered a Licensing and Hosting Agreement, substantially in the form of Exhibit F ;

(j)

TAG, LMG and Computer Sciences Corporation executed and delivered a nondisclosure and non-use agreement, substantially in the form of Exhibit G ;

(k)

Each of RHC, Lynda Pitts and R. Preston Pitts executed and delivered a Non-competition Agreement, substantially in the form of Exhibit H ;

(l)

PSC executed and delivered a guaranty of TAG’s obligations under the TAG Documents, substantially in the form of Exhibit I;

(m)

RHC executed and delivered a guaranty of LMG’s obligations under the LMG Documents, substantially in the form of Exhibit J; and

(n)

LMG delivered a certificate from the Secretary of State of Georgia to the effect that it is in good standing and existing in that state.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF LMG

LMG represents and warrants to TAG as follows:

2.1

Organization .  LMG is a corporation duly organized, validly existing and in good standing in the states of Georgia and California.  LMG has full power to own its property and equipment and to conduct its business as presently conducted.  LMG is duly qualified or licensed to do business in each others jurisdiction in which LMG owns, leases, or operates the Assets or Business.

2.2

Authority .  LMG and RHC have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and all other agreements and instruments contemplated hereby to be executed and delivered by LMG and RHC, as applicable, (the “ LMG Documents ”) and to perform their respective obligations hereunder and thereunder.  The execution, delivery and performance by LMG and RHC, as applicable, of this Agreement and the LMG Documents have been duly authorized by all necessary action, corporate or otherwise, by LMG and RHC,  and this Agreement and the LMG Documents have been duly executed and delivered and are legal, valid and binding agreements of LMG and RHC, as applicable, enforceable against LMG and RHC in accordance with their respective terms.

2.3

Title .  The  Assets are owned solely by LMG, and LMG has good and marketable title to the Assets, free and clear of any Liabilities, obligations, liens, pledges, claims, security interests, encumbrances or contingencies of any nature (collectively, “ Liens ”).  The execution and delivery of this Agreement and the LMG Documents are sufficient to convey to and vest in TAG good and marketable title to the Assets.  

2.4

Financial Statements .

(a)

Attached as Exhibit O are true and complete copies of (i) the unaudited balance sheet of LMG (the “ Latest Balance Sheet ”) as of August 31, 2007 (the “ Latest Balance Sheet Date ”) and the related unaudited statements of operations and cash flow for the eight  (8) months then ended and (ii) the unaudited balance sheets of LMG as of December 31, 2006 and the related unaudited statements of operations and cash flow for the twelve (12) month periods then ended (collectively, the “ Financial Statements ”).  

(b)

The Financial Statements present fairly the financial condition of LMG at the dates specified and the results of its operations for the periods specified and have been prepared in accordance with generally accepted accounting principles, consistently applied.  The Financial Statements do not contain any items of a special or nonrecurring nature except as expressly stated therein. The Financial Statements have been prepared from the books and records of LMG, which accurately and fairly reflect all the transactions of, acquisitions and dispositions of assets by, and incurrence of Liabilities by, LMG.

2.5

Absence of Material Adverse Change .  Since the Latest Balance Sheet Date, there has not been:  (a) any material adverse change in the condition (financial or otherwise), results of operations, business, prospects, assets or Liabilities of LMG or with respect to the manner in which LMG conducts the Business; (b) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any material agreement to which LMG is a party; (c) any material theft, damage, destruction or casualty loss affecting the Assets, whether or not covered by insurance; (iv) any sale, assignment or transfer of any of the Assets; or (d) any agreement or understanding to do or resulting in any of the foregoing.

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2.6

Governmental Consents .  No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any governmental or quasi-governmental agency, authority, commission, board or other body (collectively, a “ Governmental Body ”) or any individual, corporation, partnership or other entity (collectively with Governmental Bodies, a “ Person ”) is required on the part of LMG in connection with the transfer of any Assets or the Business to TAG or any of the other transactions contemplated by the LMG Documents.

2.7

Compliance .  LMG, in connection with its conduct of the Business, is in compliance in all material respects with, and has at all times relevant to this Agreement complied in all material respects with, all applicable statutes, laws, ordinances, decrees, orders, rules or regulations of any Governmental Body (collectively, “ Laws ”).  To LMG’s knowledge, its use, operation and maintenance of the Assets is not in violation or contravention of, any applicable Laws.  LMG owns or possesses from each appropriate Governmental Body all right, title, and interest in and to all permits, licenses, authorizations, approvals, quality certifications, franchises, or rights (collectively, “ Permits ”) issued by any Governmental Body necessary to conduct the Business.  No loss or expiration of any such Permit is, on account of the transactions contemplated by this Agreement or otherwise, pending or, to LMG’s knowledge, threatened or reasonably foreseeable, other than expiration in accordance with the terms thereof of Permits that may be renewed in the ordinary course of business without lapsing.

2.8

No Violation .  The execution and delivery of this Agreement and the LMG Documents and the consummation of the transactions contemplated hereby or thereby will not conflict with or result in the breach of any term or provision of, or constitute a default under, or result in the creation of, any Lien upon the Assets pursuant to, or give any third party the right to accelerate any obligation under, any charter provision, bylaw, agreement, indenture, deed of trust, instrument, or Law to which LMG or RHC is a party or by which LMG, RHC or any of the Assets is in any way bound.

2.9

Litigation; Investigations .  There are no pending or threatened, lawsuits, administrative proceedings or investigations by any Governmental Body or Person against LMG relating to the Assets or the Business, nor, to LMG’s knowledge, is there any basis �herefore.  Neither LMG nor RHC is subject to any judgment, order, writ, injunction or decree relating to any of the Assets or the business or financial condition of LMG.

2.10

No Other Agreements .  Neither LMG nor RHC has entered into any agreement, commitment or understanding with any other Person with respect to the sale, transfer, lease, ownership or disposition of all or any portion of the Assets.

2.11

Liabilities .  The costs and other information that LMG has provided to TAG with respect to the costs specifically identified in the TAG Documents as reimbursable by TAG (e.g., salary and benefits for Transitioned Personnel during the Secondment Period) is true, complete and correct in all material respects and does not omit any costs necessary to make the information provided by LMG, under the circumstances, not misleading.  LMG is able to pay all of its outstanding Liabilities related to the Business as they come due.

2.12

Contracts .  LMG has performed all of its obligations under each of its agreements with the New Customers and Terminated Customers.  To LMG’s knowledge, there exists no material breach or default (or event that with notice or lapse of time would constitute a material breach or default) under any such agreement.  There has been no termination or notice of default or, to the knowledge of LMG and RHC, any threatened termination under any such agreement; and no consent of any Person is required in connection with the transactions contemplated by this Agreement and the execution of the New Customer Contracts and Subcontracts.

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2.13

Taxes .  LMG has timely paid all Taxes currently due and payable by LMG.  No notice of any proposed Tax deficiency, assessment or levy has been received by LMG that has not been fully resolved.

2.14

Equipment and Real Property .  The Real Property and all equipment and machinery included in the Assets are in good condition, ordinary wear and tear excepted, and are sufficient to allow the Business to be conducted by TAG after the Effective Date substantially as conducted by LMG prior to the Effective Date, without major additions or repairs.  The Real Property is zoned for a classification that permits the continued and future use of the Real Property in the manner currently used by LMG.  The existing use of the Real Property by LMG complies in all material respects with all applicable laws, ordinances and regulations related to zoning and land use.  Improvements included in the Assets were constructed, and all operations thereon remain, in compliance in all material respects with all applicable laws, statutes, regulations, codes, covenants, conditions and restrictions affecting the Real Property or any part thereof.  No Person has any right to acquire, use or occupy any part of the Real Property.  

2.15

Employee Matters .  Set forth in Exhibit K are the current title and compensation and date and amount of last increase in compensation for each Transitioned Personnel.  LMG has no collective bargaining, union, or labor agreements, contracts, or other arrangements with any labor union or employee representative representing any Transitioned Personnel, or any group of employees of which any Transitioned Personnel is a part, and there is no organization effort currently being made or, to LMG’s knowledge, threatened by or on behalf of any labor union with respect to any Transitioned Personnel.   

2.16

Competing Interests .  None of LMG, RHC or any Affiliate of LMG (or to LMG’s knowledge, any director or executive employee of the foregoing) owns, directly or indirectly, an interest in any Person that has material business dealings with LMG or is engaged in a business that competes with the Business.

2.17

Intellectual Property Rights .  LMG owns or has the right to use, without infringing on or otherwise acting adversely to the rights or claimed rights of any Person, all  patents, trademarks, service marks, trade names, and copyrights, and applications for and licenses (to or from LMG) with respect to any of the foregoing and other computer software and software licenses, intellectual property, proprietary information, trade secrets, trademarks, trade names,  inventions, processes, know-how, formulas, customer lists, technology, data, works of authorship,  drawings and designs used in or necessary for the operation of the Business including the Licensed Assets as well as the “LMG Tools,” “CSC Software” and “Other Third Party Software” identified in, and licensed to TAG under, the Licensing and Hosting Agreement (collectively, “ Intellectual Property ”).  LMG is not obligated to pay any license or maintenance fee, royalty or other consideration to any Person in connection with the use of any Intellectual Property in the Business.  There is no pending or, to LMG’s knowledge, threatened infringement, interference, opposition, or similar action, suit, or proceeding by or against LMG or the Assets relating to the Intellectual Property used in the Business or necessary in connection with the operation of the Business, nor, to LMG’s knowledge, is there any basis �herefore.  To LMG’s knowledge, no other Person is infringing the rights of LMG in any of its Intellectual Property used in or necessary for the operation of the Business.  The Assets include adequate licenses or other rights to use all Intellectual Property used by the LMG or necessary in connection with the operation of the LMG’s business.

2.18

No Misrepresentations and Disclosure Schedule .  The representations, warranties and statements made by LMG and RHC in this Agreement (including the Disclosure Schedule hereto) are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading.  Notwithstanding the foregoing or anything else to the contrary, the representations and warranties of LMG in this Article III are made subject to, and qualified by, the disclosures set forth in Exhibit N (the “ Disclosure Schedule ”).  

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF TAG

TAG represents and warrants to LMG as follows:

3.1

Organization .  TAG is a corporation duly organized, validly existing, and in good standing under the laws of Nebraska.

3.2

Authority .  TAG and PSC have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and all other agreements and instruments contemplated hereby to be executed and delivered by TAG and PSC, as applicable, (the “ TAG Documents ”) and to perform their respective obligations hereunder and thereunder.  The execution, delivery and performance by TAG and PSC, as applicable, of this Agreement and the TAG Documents have been duly authorized by all necessary action, corporate or otherwise, by TAG and PSC, as applicable, and this Agreement and the TAG Documents have been duly executed and delivered and are legal, valid and binding agreements of TAG and PSC, as applicable, enforceable against TAG and PSC in accordance with their respective terms.

3.3

No Violation .  The execution, delivery, and performance of TAG Documents by TAG will not conflict with or result in the breach of any term or provision of, or violate, or constitute a default under any charter provision or bylaw or under any material agreement, instrument, order, law, or regulation to which TAG is a party or by which TAG is in any way bound or obligated.

ARTICLE IV

CERTAIN COVENANTS AND AGREEMENTS

4.1

Transitioned Personnel .  

(a)

Within fifteen (15) days after the Effective Date, TAG will offer employment with TAG to the LMG employees identified in Exhibit K (“ Transitioned Personnel ”).  All offers of employment shall be (i) in accordance with TAG’s standard conditions, including background checks and drug tests, (ii) for employment at will with TAG in positions comparable to those held by such employees at LMG, (iii) with initial base wages or salaries, and employee benefits that, in the aggregate, are comparable to that paid or provided to such personnel as of the date of such offers, (iv) consistent with the terms of employment set forth in Exhibit K , and (v) for employment commencing on a date determined by TAG but, unless otherwise agreed by the parties, not later than January 1, 2008. LMG will cooperate with TAG in connection with such offers and the transition of the Transitioned Personnel to TAG.  Without limitation, subject to applicable Law, TAG will have reasonable access to the facilities and (subject to the employee’s execution of an appropriate authorization form) personnel records (including performance appraisals, disciplinary actions and grievances) of LMG for the purpose of preparing for and conducting employment interviews with all Transitioned Personnel.  LMG will not make any representations or other statements to the Transitioned Personnel relating to the terms of their employment by TAG.

(b)

It is understood and agreed that (i) TAG’s obligations under this Section 4.1 do not constitute any commitment, contract or understanding (expressed or implied) of any obligation on the part of TAG to a post-Effective Date employment relationship of any fixed term or duration, (ii) employment offered by TAG is “at will” and may be terminated by TAG or by an employee at any time, with or without notice, and with or without any reason, and (iii) nothing in this Agreement prevents or restricts the right of TAG to terminate, reassign, promote, demote, or take any other employment action against any of the Transitioned Personnel after the Effective Date or to change adversely or favorably the responsibilities, locations, salaries, other compensation or (subject to Exhibit K ) terms or conditions of employment of such employees.

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(c)

Between the Effective Date and the earlier of the date they commence full-time employment with TAG (the “ Hire Date ”) or the last day of their full-time employment with LMG (the “ Secondment Period ”), the Transitioned Personnel shall be seconded to, and work under the direction of, TAG.  During the Secondment Period, the Transitioned Personnel shall devote their efforts solely to the performance of the TPA Services and such other activities as TAG may request but will remain employed by LMG.  Notwithstanding the terms of employment between the Transitioned Personnel and LMG, while performing such TPA Services and activities, the Transitioned Personnel shall be under the complete supervision, direction and control of TAG.  LMG shall retain no right to supervise, direct or control the Transitioned Personnel with respect to their performance of such TPA Services and activities and TAG shall be responsible for the Transitioned Personnel performance of the TPA Services .    LMG shall make the Transitioned Personnel available for the Secondment Period.  If the secondment of a Transitioned Personnel is terminated or temporarily suspended by LMG for any reason prior to the