MARKETING SERVICES AGREEMENT

MARKETING SERVICES AGREEMENT

This Agreement entered into this 25th day of July, 2001, by and between BNL EQUITY CORPORATION, an Arkansas corporation (“BNLE”), and EPSI BENEFITS, INC. (“EBI”) and its

wholly owned subsidiary, EMPLOYERS PLAN SERVICES, INC. (“EPSI”), both of which are Texas corporations, upon the following terms and conditions and for the considerations herein set forth.

1. Effective Date and Term. This Agreement shall become effective July 25th, 2001 (the "Effective Date") and shall continue in full force and effect until terminated as provided in Section 9.

2. Purpose of Agreement. BNLE is knowledgeable in areas of insurance marketing and has developed procedures designed to facilitate the marketing of insurance products and products eligible for services provided by EPSI.

3. Relationship of Parties. This Agreement describes the relationships between the parties concerning the EBI and EPSI insurance and third party administrators programs (the “Programs”).

4. BNLE Duties.

(a) BNLE will assist EBI and EPSI in the continued production, enhancement and development of the Programs to be directed towards new and existing customers. EPSI will

assist in creating information for BNLE as determined by mutual agreement of BNLE and EPSI.

(b) The prior written consent of EBI and EPSI is required before BNLE may prepare or publish any advertising or solicitation material of any kind regarding the Programs.

5. EPSI’s Duties. EBI and EPSI will: (a) maintain all records and facilities to administer and maintain the Programs, (b) use reasonable efforts to renew the users’ contracts, (c) collect charges with respect to the Programs, (d) provide production reports for the Programs, (e) pay fees to BNLE, as provided in Section 6 below and (f) promote the Programs in a reasonable manner with all reasonable efforts.

6. Compensation of BNLE. Beginning on the Effective Date, EPSI will pay to BNLE a monthly fee of five per cent (5%) of all revenues from the provision by EPSI of third party

administrative service fees received by EPSI during such month. The fee will be paid monthly within fifteen (15) days after the close of the month for which the fee is being paid. BNLE shall not undertake to charge nor shall it receive any charges or payments from purchasers of EPSI services. EPSI will furnish reasonable documentation with each payment. BNLE shall have the right on reasonable notice to EPSI to review and make copies of all books and records of EPSI as they relate to the Programs and the fees.

7. Miscellaneous Provisions.

7.01 Subject to law and regulation, BNLE, EBI and EPSI shall give prompt written notice to the other of, and cooperate fully with each other, with respect to any consumer

complaint or any governmental, administrative or judicial inquiry or proceeding with respect to the transaction of any Programs business.

7.02 The prior written consent of EPSI is required before BNLE or any employee or affiliate of BNLE shall prepare or publish any advertising or solicitation material of any kind

whatsoever for distribution to any purchaser or prospect which contains any reference to the Programs, or EPSI, or an affiliate of EPSI.

7.03 BNLE shall cooperate fully with EPSI in the provision of the services and facilities hereunder.

7.04 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior negotiations, discussions, or written or oral understanding or agreements between the parties with respect to the subject matter. The terms and conditions of this Agreement shall inure to the benefit of the respective successors and permitted assigns of the parties hereto. Neither this Agreement nor any of the rights, obligations, or liabilities of either party hereto may be assigned without the prior written consent of the other party, which consent shall not be unreasonably withheld. BNLE shall have the right to make an assignment to an affiliate of its right to receive revenues under this Agreement. A copy of any assignment shall be furnished to both parties. This Agreement may be amended from time to time by written instrument signed by the president or other executive officer of both parties.

7.05 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

7.06 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 attorney's fees, court costs, and

necessary disbursements in addition to any other relief to which such party may be enti