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Exhibit 10.13    
  


[UNION
BANK OF CALIFORNIA LOGO] 


UNION
BANK OF CALIFORNIA, N.A.

SOUTHERN CALIFORNIA TRADE SERVICE OPERATIONS

STANDBY LETTERS OF CREDIT, V01-519

1980 SATURN STREET

MONTEREY PARK, CA 91755-7417 



	
 LETTER OF CREDIT

AMENDMENT
	 	DECEMBER 30, 2002

OUR REFERENCE NO.

AMENDMENT SEQ. NO.

ORIGINAL ISSUE DATE	 	: 306S016107

: 006

: DECEMBER 30, 1994	 	 





TO BENEFICIARY:

        SCOTTSDALE INSURANCE COMPANY

        8877 GAINEY CENTER DRIVE

        P.O. BOX 4110

        SCOTTSDALE, AZ 85261-4110 


APPLICANT:

        VETERINARY PET INSURANCE COMPANY

        3060 SATURN STREET

        BREA, CA 92821 



        WE
HAVE AMENDED THE ABOVE REFERENCED IRREVOCABLE LETTER OF CREDIT AS FOLLOWS: 




INCREASE
THIS LETTER OF CREDIT BY THE AMOUNT OF USD11,000,000.00 TO AN AMENDED TOTAL OF USD14,000,000.00. 


THE
APPLICANT'S ADDRESS IS NOW TO READ AS ABOVE. 


THE
PHRASE, "IN NO EVENT WILL THIS LETTER OF CREDIT BE EXTENDED BEYOND A FULL AND FINAL EXPIRATION OF DECEMBER 31, 2004" IS NOW DELETED. 





        THIS
AMENDMENT IS TO BE CONSIDERED AS PART OF THE ABOVE LETTER OF CREDIT AND ATTACHED HERETO. 



        THIS
AMENDMENT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NUMBER 500 (UCP 500). 


        ALL
OTHER TERMS AND CONDITIONS OF THE CREDIT REMAIN UNCHANGED. FOR INQUIRIES, CALL US AT (323) 720-7958 OR FAX AT (323) 720-2773 PLEASE ALWAYS QUOTE OUR ADVICE AND AMENDMENT REFERENCE
NUMBERS. 


UNION
BANK OF CALIFORNIA, N.A.

TRADE SERVICE OPERATIONS 



	/s/  EVELYN AFICIAI      	 	 
	
 AUTHORIZED SIGNATURE	 	 
	 	 	 
	

Evelyn Aficiai

Int'l Operations Officer

	
 	

 








[UNION BANK OF CALIFORNIA LOGO] 


UNION
BANK OF CALIFORNIA, N.A.

SOUTHERN CALIFORNIA INTERNATIONAL OPERATIONS CENTER

STANDBY LETTERS OF CREDIT, V01-519

1980 SATURN STREET

MONTEREY PARK, CA 91755-7417 



	
 LETTER OF CREDIT

AMENDMENT
	 	JANUARY 09, 2002

OUR REFERENCE NO.

AMENDMENT SEQ. NO.

ORIGINAL ISSUE DATE	 	: 306S016107

: 005

: DECEMBER 30, 1994	 	 





TO BENEFICIARY:

        SCOTTSDALE INSURANCE COMPANY

        8877 GAINEY CENTER DRIVE

        P.O. BOX 4110

        SCOTTSDALE, ARIZONA 85261 4110 


APPLICANT:

        VETERINARY PET INSURANCE COMPANY

        4175 E. LA PALMA AVE, SUITE 100

        ANAHEIM, CA 92807 



        WE
HAVE AMENDED THE ABOVE REFERENCED IRREVOCABLE LETTER OF CREDIT AS FOLLOWS: 




THE
EXPIRY DATE EXTENDED TO DECEMBER 31, 2002. 


THE
FOLLOWING CLAUSE IS STILL IN PLACE: 



"IT
IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR ONE YEAR FROM THE PRESENT EXPIRATION DATE OR ANY FUTURE EXPIRATION DATE, UNLESS THIRTY
(30) DAYS PRIOR TO SUCH EXPIRATION DATE WE NOTIFY YOU BY REGISTERED MAIL, CERTIFIED MAIL OR COURIER AT OUR DISCRETION THAT THIS LETTER OF CREDIT WILL NOT BE RENEWED." 






        IN
NO EVENT WILL THIS LETTER OF CREDIT BE EXTENDED BEYOND A FULL AND FINAL EXPIRATION OF DECEMBER 31, 2004. 


        THIS
AMENDMENT IS TO BE CONSIDERED AS PART OF THE ABOVE LETTER OF CREDIT AND ATTACHED HERETO. 


        THIS
AMENDMENT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NUMBER 500 (UCP 500). 


        ALL
OTHER TERMS AND CONDITIONS OF THE CREDIT REMAIN UNCHANGED. 


        FOR
INQUIRIES, CALL US AT 323-720-7926 OR FAX AT 323-720-2773. PLEASE ALWAYS QUOTE OUR ADVICE AND AMENDMENT REFERENCE NUMBERS. 


UNION
BANK OF CALIFORNIA, N.A.

TRADE SERVICES OPERATIONS 



	/s/  EVELYN AFICIAI      	 	 
	
 AUTHORIZED SIGNATURE	 	 
	

Evelyn Aficiai

Int'l Operations Officer

	
 	

 








UNION BANK OF CALIFORNIA, N.A.

SOUTHERN CALIFORNIA INTERNATIONAL OPERATIONS CENTER

STANDBY LETTERS OF CREDIT, V01-519

1980 SATURN STREET

MONTEREY PARK, CA 91755-7417 



	
 LETTER OF CREDIT

AMENDMENT
	 	DECEMBER 21, 1998

OUR REFERENCE NO.

AMENDMENT SEQ. NO.

ORIGINAL ISSUE DATE	 	: 306S016107

: 004

: DECEMBER 30, 1994	 	 





TO BENEFICIARY:

        SCOTTSDALE INSURANCE COMPANY

        8877 GAINEY CENTER DRIVE

        P.O. BOX 4110

        SCOTTSDALE, ARIZONA 85261 4110 


APPLICANT:

        VETERINARY PET INSURANCE COMPANY

        4175 E. LA PALMA AVE, SUITE 100

        ANAHEIM, CA 92807 



        WE
HAVE AMENDED THE ABOVE REFERENCED IRREVOCABLE LETTER OF CREDIT AS FOLLOWS: 




INCREASE
THIS LETTER OF CREDIT BY THE AMOUNT OF USD1,500,000.00 TO AN AMENDED TOTAL AMOUNT OF USD3,000,000.00. 


CURRENT
EXPIRY DATE IS NOW EXTENDED TO DECEMBER 31, 1999. UNDER NO CIRCUMSTANCES WILL THIS LETTER OF CREDIT BE EXTENDED BEYOND THE FULL AND FINAL EXPIRY DATE OF DECEMBER 31, 2001. 





        THIS
AMENDMENT IS TO BE CONSIDERED AS PART OF THE ABOVE LETTER OF CREDIT AND ATTACHED HERETO. 



        THIS
AMENDMENT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NUMBER 500 (UCP 500). 


        ALL
OTHER TERMS AND CONDITIONS OF THE CREDIT REMAIN UNCHANGED. 


        FOR
INQUIRIES, CALL US AT 323-720-7958 OR FAX AT 323-720-2773. PLEASE ALWAYS QUOTE OUR ADVICE AND AMENDMENT REFERENCE NUMBERS. 


UNION
BANK OF CALIFORNIA, N.A.

INTERNATIONAL OPERATIONS CENTER 



	/s/  EVELYN AFICIAI      	 	 
	
 AUTHORIZED SIGNATURE	 	 
	

Evelyn Aficiai

Int'l Operations Officer

	
 	

 











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Exhibit 10.13