or discharge is sought to be enforced. 4 5 4.11 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and there are no representations, understandings or agreements relating to this Agreement which are not fully expressed in this Agreement. 4.12 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws, other than choice of law rules, of the state of Florida. IN WITNESS WHEREOF, SHPS and HPS each caused this Agreement to be signed and delivered by its duly authorized officer, all as of the date first set forth above. SYKES HEALTHPLAN SERVICES, INC. HEALTHPLAN SERVICES, INC. By: By: ---------------------------- ---------------------------- Name: Name: -------------------------- -------------------------- Title: Title: ------------------------- ------------------------- 5