When you name C. T. Hellmuth & Associates, Inc. as your broker of record with respect to your Executive Compensation and/or your Employee Benefit Plans, we will provide you with the proper, continuing professional services you require.

C. T. Hellmuth & Associates, Inc. will, in consideration of the insurance premiums and deposits and the commissions developed therefrom, i.e., without fees, work closely with you in the development, installation and continuing administration of all of your Plans.

As part of our services we will:

Provide continuing advice and assistance with respect to Plan design.

Make recommendations to eliminate uneconomic and overlapping coverages and to develop and to continue programs to alert employees to the value of benefits provided them and the need for claim control.

Assume responsibility for drafting RFPs to take clients' decisions to market to see competitive alternatives from Insurors, Reinsurors, and Third Party Administrators (TPAs).

When we receive the responses to the RFPs and have reconciled the omissions and ambiguities, we prepare a detailed Comparative Analysis for our clients' review.

Present and explain the Plans selected, if you like, in employee meetings.

Draft for clients' counsel's review Plan Documents including Summary Plan Descriptions, Cafeteria Plan Documents and Enrollment Forms.

Fully review the insurors'/administrators' drafts of Certificate Booklets/Summary Plan Descriptions and Master Policies for accuracy and readability.

Act as clients' liaison, with the insurors or administrators, for benefit interpretation, claim and billing problems, and other administrative problems.

Continuous review to cooperate with clients in effective claim control and, thereby,

Work with clients and draft the required filings - including Form 5500 - so that clients' Plans are in compliance with all Federal and State governmental regulations.

Monitor the insurors' experience reports and negotiate, on clients' behalf, any renewal rate changes or other actions.

Regularly re-market all coverages to determine if the present insurors and/or TPAs continue to provide the best possible benefits at the lowest possible cost.

However, our services will not be limited to those enumerated. Rather, we will do whatever is professionally required on your behalf.

We are global brokers and able to make available to you the full universe of insurors, on a conventional basis or on a self-insured or modified self-insured basis. In fact, we are at our best negotiating with the insurors.

Our organization is uniquely qualified to provide you with the long-range, continuing, enthusiastic and competent professional services you require. Our sole goal will be to perform in your best interests - to say what we are going to do and do what we have said we will do.

Respectfully submitted,

James R. Hellmuth

President
October 29, 2003