National Motor Club of America, Inc., a Texas corporation ("NMC").



         WHEREAS, MEGA and its affiliates are providing insurance products to

NMC; and



         WHEREAS, the parties wish to enter into this Agreement to redefine and

expand the terms of their various duties and operations;



         NOW, THEREFORE, MEGA and NMC do mutually agree as follows:





                                       I.



         Each party agrees that there is adequate consideration for this

Agreement based upon the foregoing and the mutual covenants herein contained.

This Agreement shall be effective as of January 1, 2001 and terminate on

December 31, 2002, unless sooner terminated pursuant to Article XVI.





                                       II.



         This Agreement relates to insurance policies, insurance certificates or

blanket coverages for NMC's auto club members (the "Members") as well as

insurance policies, certificates or blanket coverages issued in the future under

this Agreement. MEGA hereby agrees to issue life, accident and health insurance

policies, certificates or blanket coverage to NMC for the benefit of NMC's

Members in all states set forth on Exhibit A attached hereto pursuant to

memberships issued by NMC from time to time during the term of this Agreement.





                                      III.



         The premium rates for MEGA insurance policies, certificates or blanket

coverages will be in accordance with the experience on these insurance products

and commencing January 1, 2001 shall be (i) two dollars and fifty-two cents

($2.52) per Member per year for the Non-Gold Crown Plan, (ii) eight dollars and

fifty-two cents ($8.52) per Member per year for the Gold Crown Plan, and (iii)

twenty-four dollars and twenty-four cents ($24.24) per Member per year for the

Gold Crown Plan Plus With All Accidents Coverage, (iv) seven dollars and eighty

cents ($7.80) per Member per year for the Platinum Plan, (v) twenty-three

dollars and four cents ($23.04) per Member per year for the Platinum Plan Plus

with all Accidents Coverage. These premiums may be adjusted as provided in

Article XV. Such premiums shall be payable to MEGA by NMC (i) in whole for the

entire membership year with respect to NMC members who pay their annual

membership dues in one lump sum on the fifteenth day of the calendar month

following receipt by NMC of such dues payment, (ii) one-twelfth per month with

respect to NMC members who pay their annual membership dues in monthly

installments on the fifteenth day of each calendar month following receipt by

NMC of such dues payments, (iii) one-fourth per quarter with respect to NMC

members who pay their annual membership dues



                                      -1-

{PAGE}   2

in quarterly installments on the fifteenth day of each calendar month following

receipt by NMC of such dues payments, and (iv) one-half semi-annually with

respect to NMC members who pay their annual membership dues in semi-annual

installments on the fifteenth day of each calendar month following receipt by

NMC of such dues payments. The amount of premiums payable by NMC with respect to

each Member shall be based upon the applicable premium rate for the applicable

plan at the time the annual, semi-annual, quarterly or monthly membership dues

payment is received by NMC.





                                       IV.



         The procedure to be followed by NMC and MEGA with respect to the

handling of such business shall be as follows:



         a.       A monthly report in a form mutually agreed upon by MEGA and

                  NMC will be filed by NMC with MEGA for each calendar month on

                  or before the fifteenth day of the next month listing new

                  memberships issued by NMC during the month and the portions of

                  the dues that are payable to MEGA based on the new memberships

                  less the amount of the premium portion of any membership dues

                  refunded by NMC upon cancellation of any NMC memberships.



         b.       Within two (2) business days after NMC is notified of a claim,

                  NMC will furnish the claim form to the member for completion.



         c.       MEGA is responsible for the processing and adjudication of the

                  insurance claims submitted by members of NMC under the

                  insurance policies issued by MEGA to NMC. NMC hereby agrees

                  that MEGA shall have complete authority and responsibility for

                  the adjudication of the claims under such policies. NMC

                  further agrees that MEGA's claims decisions shall be final.





                                       V.



         NMC and MEGA shall comply with all applicable laws and regulations of

any regulatory agency having jurisdiction over their respective businesses which

in the case of NMC shall include, but not be limited to, the solicitation of its

motor club memberships including, by way of illustration and not limitation, the

licensing of all persons engaged and authorized to carry out such solicitation,

if so required by a state.





                                       VI.



         MEGA shall keep copies of all bank account records pertaining to

insurance coverage issued pursuant to this Agreement, and shall furnish NMC upon

demand at NMC's expense with copies of the records which pertain to NMC members.





                                      VII.



         NMC shall handle all correspondence of a routine nature and other

general clerical and administrative functions necessary for satisfactory general

administration of the various insurance coverages and service to its various

members, and shall maintain files relating thereto. NMC shall within two (2)

business days of its receipt forward to MEGA all Insurance Department

complaints, inquiries and lawsuits received by it relating to insurance

coverages issued under this Agreement, and in addition upon request shall

provide all information from its records which will assist MEGA in its response

to any such complaints, inquiries or lawsuits. MEGA shall within two (2)

business days of its receipt forward to NMC copies of all insurance department

complaints,

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