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Exhibit
10.7
October 15, 2004
Lyndon A.
Smith, President
Employer Plan
Services, Inc.
2180 N. Loop
West, #400
Houston, Texas
77018
_______________________
Dear Mr.
Smith:
The Promissory
Note executed by Employer Plan Services, Inc.
(“Borrower”) to Brokers National Life Assurance Company
(“Lender”) dated October 15, 2002 in the principal
amount of $200,000 is due to expire on October 15, 2004. Additional
security for the payment of the note has been provided by the
Borrower's stockholders, Lyndon A. Smith and Sally A. Dwyer (the
“Guarantors”) in the form of a Commercial Guaranty
executed by each of the Guarantors and dated October 15, 2002. At
your request, we have agreed to extend and renew the note for an
additional term with payments to be made as follows: interest only
on the outstanding principal balance until August 1, 2005;
thereafter the note will be paid in 60 equal monthly installments
of principal and interest until paid in full beginn
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