MARKETING AND COLLECTION AGREEMENT

Exhibit 10.5

November 7, 2006

Via Overnight Courier and E-Mail

Independent Producers of America Agency

Attn: Mr. Peter Nauert

777 Main Street, Suite 3100

Fort Worth, Texas 76102

Re: Binding Letter Agreement

Dear Peter:

This letter (including the attached Annex A hereto, this “ Letter Agreement ”) sets forth the binding agreement by and among Independence American Insurance Company, a Delaware corporation (“ IAIC ”), Insurers Administrative Corporation, an Arizona corporation (“ IAC ”), and Peter W. Nauert, d.b.a. Independent Producers Agency, Inc., a Delaware corporation (“ IPA ”), with respect to a business relationship (the “ Relationship ”) in which IPA (along with its agents and representatives) will market and sell certain insurance products to be underwritten by IAIC and administered by IAC, the major business terms of which are set forth on Annex A hereto.

1.

Definitive Documents and Timing

The parties hereto hereby agree to negotiate in good faith and execute such definitive documents (the “ Definitive Documents ”) incorporating the terms set forth on Annex A hereto as are customary within the insurance industry in connection with business relationships of similar scope and substance to the Relationship.  The parties hereto hereby agree to use their commercially reasonable best efforts to execute the Definitive Documents as soon as possible.

2.

Default Agreement

This Letter Agreement constitutes a legally binding and enforceable agreement between the parties hereto with respect to the provisions hereof.  In the event that the parties hereto fail to execute the Definitive Documents, and for so long as such Definitive Documents have not been executed, the terms of this Letter Agreement shall be deemed to be the definitive agreements among the parties hereto with respect to the Relationship.

3.

General

The laws of the State of Delaware (without giving effect to its conflict of laws principles) will govern all matters arising out of or relating to this Letter Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance and enforcement.  If any provision of this Letter Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Letter Agreement shall remain in full force and effect, so long as the essential terms and conditions of this Letter Agreement for each party hereto remain valid, binding and enforceable.  This Letter Agreement constitutes the final and entire agreement among the parties hereto with respect to the matters stated herein.  The parties hereto may amend this Letter Agreement only by a written agreement of all the parties hereto that identifies itself as an amendment to this Letter Agreement.  The parties hereto may execute this Letter Agreement in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement.

[Signature page follows]

1

THE PARTIES HERETO, INTENDING TO BE LEGALLY BOUND, have executed this Letter Agreement as of the date first set forth above.

2

Annex A

Relationship Terms

Unless otherwise expressly provided, capitalized terms in this Annex A have the meanings given them in the Letter Agreement to which this Annex A is attached.

1.

Relationship .  IPA will market medical insurance products to individuals who are members of the American Small Businesses Association (ASBA).  IPA will use its best efforts to cause ASBA to enter into an endorsement and dues collection agreement with IAIC on such terms and conditions as reasonably sati