REGISTRATION RIGHTS AGREEMENT



 




Exhibit 4.2




REGISTRATION RIGHTS AGREEMENT




November 10, 2003




To each of the persons

named on Schedule I hereto:



Dear Sirs:




     This will confirm that in consideration of the consummation of the merger
of BI-USAIG Acquisition Corp. (“BI-USAIG”), a wholly-owned subsidiary of The
BISYS Group, Inc. (the “Company”), with and into USA Insurance Group, Inc.
(“USA”), pursuant to the Agreement and Plan of Merger dated as of November 10,
2003 among BI-USAIG, USA and the other persons named therein (the “Merger
Agreement”), in which an aggregate number of shares of common stock, $.02 par
value, of the Company (the “Shares”) set forth on Schedule I hereto opposite
your name will be issuable to you upon conversion of shares of Common Stock of,
or other equity interests in, USA, the Company hereby covenants and agrees with
each of you, as follows:




     1. Certain Definitions. As used herein, the following terms shall have
the following respective meanings:




     “Agreement” shall mean this Registration Rights Agreement between the
Company and you.




     “Commission” shall mean the United States Securities and
Exchange Commission, or any other federal agency at the time
administering the Securities Act (hereinafter defined).




     “Common Stock” shall mean the common stock, $.02 par value, of
the Company.




     “Distribution Period” shall mean the period commencing on the
effective date of the registration statement referred to in
Sections 2 and 3 hereof and ending on the earlier to occur of (i)
the sale of all of the Registerable Stock (hereinafter defined)
covered by such registration statement or (ii) the second
anniversary of the Effective Time.




     “Effective Time” shall mean the Effective Time of the Merger,
as defined in the Merger Agreement.





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     “Exchange Act” shall mean the Securities Exchange Act of 1934
or any similar federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at
the time.




     “Merger” shall mean the merger of BI-USAIG with and into USA
pursuant to the Merger Agreement.




     “Registerable Stock” shall mean (a) shares of Common Stock
issued to you in the Merger and owned by you or a person or entity
specified in clause (ii), (iii) or (iv) of Section 8(a) of this
Agreement, and (b) any Common Stock issued or issuable with respect
to the Shares by way of replacement, stock dividend, stock-split or
combination of shares of Common Stock recapitalization, merger,
consolidation, reorganization, or otherwise (unless such shares
have been already registered under the Securities Act); provided,
however, that such shares of Common Stock shall cease to be
Registerable Stock when sold pursuant to a registration statement
filed pursuant to the Agreement.




     “Securities Act” shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be
in effect at the time.




     2. Registration of Registerable Stock.




     As soon as practicable after the Effective Time, the Company shall use its
reasonable best efforts to register under the Securities Act for public resale
all shares of Registerable Stock. The Company shall not be obligated to effect
registration of Registerable Stock pursuant to this Section 2 on more than one
occasion.




     3. Registration Procedures. The Company shall, as expeditiously as is
practicable after the Effective Time:




     (a) (i) prepare, submit to you and to one counsel for the
sellers of Registerable Stock, for a reasonable opportunity to
review, and thereafter file with the Commission as soon as
practicable, a registration statement with respect to such
Registerable Stock (which shall be on Form S-3 if the Company is
then eligible to use such form and otherwise on such other form of





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general applicability acceptable to the Company), and (ii) use its
reasonable best efforts to cause such registration statement to
become and remain continuously effective during the Distribution
Period.




     (b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used
in connection therewith as may be necessary to keep such
registration statement continuously effective during the
Distribution Period.




     (c) furnish to each seller of Registerable Stock such number
of copies of the registration statement and the prospectus included
therein and any amendment or supplement thereto as such person may
reasonably request in order to facilitate the public sale of the
Registerable Stock covered by such registration statement;




     (d) use its best efforts to register or qualify the
Registerable Stock covered by such registration statement under the
securities or blue sky laws of a reasonable number of jurisdictions
(provided that the Company will not be required to (i) qualify
generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this paragraph (d), (ii)
subject itself to taxation in any such jurisdiction or (iii)
consent to general service of process in any jurisdiction);




     (e) promptly notify each seller of Registerable Stock (i) when
such registration statement or any amendment or supplement thereto
or to the prospectus contained therein has been filed, (ii) of any
request by the Commission for amendments or supplements to such
registration statement or prospectus or for additional information
from such seller, (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of such registration
statement or the initiation of proceedings for that purpose, or
(iv) of the receipt by the Company of any notification with respect
to the suspension of the qualification of the Registerable Stock
for sale in any jurisdiction or the initiation or threatening of
any proceeding for that purpose;





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     (f) promptly notify each seller of Registerable Stock at any
time when a prospectus relating thereto is required to be delivered
under the Securities Act, of the happening of any event of which
the Company is aware as a result of which the prospectus contained
in such registration statement, as then in effect, includes an
untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances
then existing, and as promptly as practicable thereafter prepare
and file with the Commission a supplement or amendment to such
prospectus, such registration statement or any document
incorporated therein by reference, or make such other filing, such
that as thereafter delivered to the purchasers of Registerable
Stock the prospectus will not contain an untrue statement of
material fact or omit to state any material fact necessary to make
the statements therein not misleading provided, however, in no
event shall the registration statement be unavailable (i) for any
continuous period in excess of ninety (90) days or (ii) for an
aggregate of one hundred twenty (120) days or more, during the
Distribution Period.




     (g) use its reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of such registration
statement.




     (h) use its best efforts to cause all Registerable Stock to be
listed on the New York Stock Exchange or such inter-dealer
quotation system on which Common Stock is then listed.




     In connection with each registration hereunder, each seller of
Registerable Stock shall furnish to the Company in writing such information
with respect to himself and the proposed distribution by him as shall be
reasonably necessary in order to assure compliance with federal and applicable
state securities laws, including, without limitation, such information as shall
enable the Company to prepare prospectus supplements as and when required to
enable bona fide pledgees or donees of such seller to sell shares of
Registerable Stock under the registration statement filed pursuant to Section 2
hereof.




     4. Expenses. All expenses incurred by the Company in complying with
Sections 2 and 3 hereof, including, without limitation, all registration and
filing fees, printing expenses,




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fees and disbursements of counsel and independent public accountants for the
Company, fees of the New York Stock Exchange, Inc., transfer taxes, fees of
transfer agents and registrars, and the reasonable fees and disbursements of
one counsel for the holders of Registerable Stock will be paid by the Company
in connection with the registration statement filed pursuant to Sections 2 and
3 hereof.




     5. Indemnification. Notwithstanding the indemnification obligations of
Parent under Section 7.08(b) of the Merger Agreement, the Company will
indemnify and hold harmless each seller of Registerable Stock under the
registration statement filed pursuant to Sections 2 and 3 and each other
person, if any, who controls such seller within the meaning of the Securities
Act, and each partner, director or officer of such persons, against any losses,
claims, damages or liabilities, joint or several, to which such seller,
partner, officer, director or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
or incorporated by reference in the registration statement filed pursuant to
Sections 2 and 3 hereof, any prospectus contained therein, or any amendment or
supplement thereof, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities law or
any rule or regulation promulgated under any of the same in connection with the
offering covered by such registration statement, and the Company will reimburse
each such seller, partner, officer, director and each such controlling person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case if and
to the extent that any such loss, claim, damage or liability arises out of or
is based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in reliance upon and in conformity with information
furnished by such seller or any of its partners, officers, directors or such
controlling person in writing specifically for use in such registration
statement or prospectus.




     Each seller of such Registerable Stock under the registration statement
filed pursuant to Sections 2 and 3 hereof, severally and not jointly, will
indemnify and hold harmless the




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Company and each person, if any, who controls the Company within the meaning of
the Securities Act, each officer of the Company who signs the registration
statement, each director of the Company, and each person who controls any of
the foregoing within the meaning of the Securities Act, against all losses,
claims, damages or liabilities, joint or several, to which the Company or such
officer or director or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in the registration statement filed pursuant to Sections 2 and 3 hereof, any
prospectus contained therein, or any amendment or supplement thereof, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation
promulgated under any of the same in connection with the offering covered by
such registration statement, and each such seller will reimburse the Company
and each such officer, director and controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that such seller will be liable hereunder in any such case if and only to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information furnished in
writing to the Company by such seller specifically for use in such registration
statement or prospectus. Notwithstanding the foregoing, (i) no seller shall be
liable for payments of amounts paid in settlement of any loss, claim, damage,
liability or action if such settlement is effected without the consent of such
seller (which consent shall not be unreasonably withheld), and (ii) in no event
shall the liability of any seller of Registerable Stock under this Section 5 in
connection with any registration exceed the proceeds received by such seller
from the sale of shares of Registerable Stock in such registration.




     Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party in writing thereof; provided, however, that the failure of
any indemnified party to give notice to such indemnifying party as provided
herein shall not relieve such indemnifying party of its




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obligations under the foregoing provisions of this Section 5, except and solely
to the extent that such indemnifying party is actually prejudiced by such
failure to give notice. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
in and, to the extent it shall wish, to assume and undertake the defense
thereof with counsel satisfactory to such indemnified party, and, after notice
from the indemnifying party to such indemnified party of its election so to
assume and undertake the defense thereof, the indemnifying party, if it shall
actually undertake the defense thereof, shall not be liable to such indemnified
party under this Section 5 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided,
however, that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be reasonable defenses available to it
which are different from or additional to those available to the indemnifying
party, or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party, the indemnified party
shall have the right to select a separate counsel and to assume such legal
defenses and otherwise to participate in the defense of such action, with the
expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party as incurred.




     Any indemnified party shall have the right to retain its own counsel in
any such action, but the fees and disbursements of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party shall have
failed to retain counsel for the indemnified person as aforesaid or shall have
failed to defend such action in accordance with the preceding paragraph or (ii)
the indemnifying party and such indemnified party shall have mutually agreed to
the retention of such counsel. It is understood that the indemnifying party
shall not, in connection with any action or related actions in the same
jurisdiction, be liable for the fees and disbursements of more than one
separate firm qualified in such jurisdiction to act as counsel for the
indemnified party. The indemnifying Party shall not, without the consent of
the indemnified Party, which consent shall not be unreasonably withheld or
delayed, consent to the entry of any judgment or enter into any settlement with
respect to such action; provided, that, unless agreed to by the indemnified
party, such judgment or settlement must include an unconditional




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release of the indemnified party from all liability in respect of such action.
The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment.




     If the indemnification provided for in the first two paragraphs of this
Section 5 is unavailable or insufficient to hold harmless an indemnified party
under such paragraphs in respect of any losses, claims, damages or liabilities
or actions in respect thereof referred to therein, then each indemnifying party
shall in lieu of indemnifying such indemnified party contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities or actions in such proportion as appropriate to reflect
the relative fault of the Company, on the one hand, and the sellers of such
Registerable Stock, on the other, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
actions as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact relates to information
supplied by the Company, on the one hand, or the sellers of such Registerable
Stock, on the other, and to the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and each of you agree that it would not be just and equitable if
contributions pursuant to this paragraph were determined by pro rata allocation
(even if all of the sellers of such Registerable Stock were treated as one
entity for such purpose) or by any other method of allocation which did not
take account of the equitable considerations referred to above in this
paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities or action in respect thereof, referred
to above in this paragraph, shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this paragraph, the sellers of such Registerable Stock shall not
be required to contribute any amount in excess of the amount, if any, by which
the total price at which the Common Stock sold by each of them was offered to
the public exceeds the amount of any damages which they would have otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission. No person guilty of fraudulent misrepresentations (within the
meaning of




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Section 11(f) of the Securities Act), shall be entitled to contribution from
any person who is not guilty of such fraudulent misrepresentation.




     6. Current Public Information. For so long as you hold Registerable
Stock, the Company agrees with you as follows:




     (a) The Company shall use its reasonable best efforts to make
and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all
times from and after the date hereof.




     (b) The Company shall use its reasonable best efforts to file
with the Commission in a timely manner all reports and other
documents as the Commission may prescribe under Section 13(a) or
15(d) of the Exchange Act.




     (c) The Company shall furnish to each seller of Registerable
Stock upon request (i) a written statement by the Company as to its
compliance with the reporting requirements under the Exchange Act,
as required for the use of Rule 144 under the Securities Act, (ii)
a copy of the most recent annual or quarterly report of the
Company, and (iii) such other reports and documents so filed as a
holder may reasonably request to avail itself of any rule or
regulation of the Commission allowing a holder of Registerable
Stock to sell any such securities without registration.




     7. Effectiveness of this Agreement. This Agreement shall become effective
at the Effective Time. If the Effective Time shall not occur, this Agreement
shall be of no force and effect.





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     8. Miscellaneous.




          (a) All covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not, provided, however, that the obligations of the Company hereunder shall
inure only to the benefit of (i) you, (ii) a person who shall become a holder
of Registerable Stock by gift or by will or the laws of descent and
distribution, (iii) an institutional lender to whom shares of Registerable
Stock are bona fide pledged as collateral security for a loan, (iv) a
broker-dealer to whom shares of Registerable Stock are bona fide pledged or (v)
any entity in which you and members of your immediate family own in excess of
50% of the equity or beneficial ownership, and the term “Registerable Stock” as
used herein shall be limited to Registerable Stock held by you or any such
person or entity.




          (b) All notices, requests, consents and other communications hereunder
shall be in writing and shall be mailed by first class registered mail, postage
prepaid, addressed as follows:




     if to the Company, to it at: 90 Park Avenue, New
York, New York 10016, Attention: Executive Vice
President and General Counsel;




     if to any holder of Registerable Stock, at its address
as set forth in Annex I hereto;




     if to any subsequent holder of Registerable Stock
pursuant to Section 8(a) hereof to it at such address
as may have been furnished to the Company in writing
by such holder;




or, in any case, at such other address or addresses as
shall have been furnished in writing to the Company
(in the case of a seller of Registerable Stock) or to
the sellers of Registerable Stock (in the case of the
Company).




          (c) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.





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          (d) This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and may not be modified or amended except
in writing signed by the Company and by the holders of not less than a majority
of the Registerable Stock.




          (e) The Company will not, on or after the date hereof, enter into any
agreement with respect to its securities which is inconsistent with the rights
granted to the holders of Registerable Stock in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to holders of
Registerable Stock hereunder do not in any way conflict with any other
agreement to which the Company is a party.




          (f) All remedies under this Agreement, or by law or otherwise afforded to
any party hereto, shall be cumulative and not alternative. Any person having
rights under any provision of this Agreement will be entitled to enforce such
rights specifically to recover damages caused by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law.
The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement, and that
any party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or other security) for
specific performance and for other injunctive relief in order to enforce or
prevent violation of the provisions of this Agreement.




          (g) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.





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     Please indicate your acceptance of the foregoing by signing and returning
the enclosed counterpart of this letter, whereupon this letter (herein
sometimes called “this Agreement”) shall be a binding agreement between the
Company and you.




	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	THE BISYS GROUP, INC
	 	 	 	 	 
	 	 	
By:
	 	s/Dennis Sheehan
	 	 	 	 	

	 	 	
Name:
	 	Dennis R. Sheehan
	 	 	
Title:
	 	President and Chief
Executive Officer
	 	 	 	 	 
	AGREED TO AND ACCEPTED
as of the date first
above written:	 	 	 	 
	 	 	 	 	 
	 	 	s/Nancy A. Birt
	 	 	

	 	 	Nancy A. Birt
	 	 	 	 	 
	 	 	s/Jacalyn Love DeVries
	 	 	

	 	 	Jacalyn Love DeVries
	 	 	 	 	 
	 	 	s/Krista M. Fogleman
	 	 	

	 	 	Krista M. Fogleman
	 	 	 	 	 
	 	 	s/Todd W. Crawford
	 	 	

	 	 	Todd W. Crawford
	 	 	 	 	 
	 	 	s/Jord Hauge
	 	 	

	 	 	Jord C. Hauge
	 	 	 	 	 
	 	 	James P. Love, IRA,
	 	 	First Union Securities,

Custodian
	 	 	 	 	 
	 	 	
By:
	 	s/Les David Frate
	 	 	 	 	

	 	 	 	 	Les David Frate
	 	 	 	 	 
	 	 	s/Marguerite Love
	 	 	

	 	 	Maguerite Love, Trustee
	 	 	Under Agreement Dated
July 21, 1987







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	 	 	s/Patricia A. Love
	 	 	

	 	 	Patricia A. Love
	 	 	 	 	 
	 	 	s/Philip W. Love II
	 	 	

	 	 	Philip W. Love II, Trustee
	 	 	Under Agreement Dated
June 9, 1989
	 	 	 	 	 
	 	 	s/Richard P. Love, Jr.
	 	 	

	 	 	Richard P. Love, Jr., Trustee
	 	 	Under Agreement Dated
July 20, 1987
	 	 	 	 	 
	 	 	s/Richard P. Love III
	 	 	

	 	 	Richard P. Love III
	 	 	 	 	 
	 	 	Robert J. Love, IRA,
	 	 	First Union Securities,

Custodian
	 	 	 	 	 
	 	 	
By:
	 	s/Les David Frate
	 	 	 	 	

	 	 	 	 	Les David Frate
	 	 	 	 	 
	 	 	s/William Love
	 	 	

	 	 	William F. Love
	 	 	 	 	 
	 	 	s/David R. Tooley
	 	 	

	 	 	David R. Tooley
	 	 	 	 	 
	 	 	s/David Zellmer
	 	 	

	 	 	David Zellmer
	 	 	 	 	 
	 	 	s/Lisa M. Zizzo
	 	 	

	 	 	Lisa M. Zizzo
	 	 	 	 	 
	 	 	Kingsway America, Inc.
	 	 	 	 	 
	 	 	
By:
	 	s/James Zuhlke
	 	 	 	 	

	 	 	 	 	James Zuhlke, President







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SCHEDULE I




	 	 	 	 	 
	Name and Address of Persons	 	Number of Shares of Company
	
	 	

	Whom Shares are to be issued	 	Common Stock to be Issued
	
	 	

	Nancy A. Birt
	 	 	5,716	 
	3600 Ficus Place
	 	 	 	 
	Grant, FL 32949
	 	 	 	 
	 
	 	 	 	 
	Jacalyn Love DeVries
	 	 	38,108	 
	130 Island View Drive
	 	 	 	 
	Indian Harbour Beach, FL 32937
	 	 	 	 
	 
	 	 	 	 
	Krista M. Fogleman and
	 	 	2,858	 
	Todd W. Crawford
	 	 	 	 
	4820 Butterworth Place NW
	 	 	 	 
	Washington, DC 20016
	 	 	 	 
	 
	 	 	 	 
	Jord C. Hauge
	 	 	22,007	 
	Tower One, Suite 700
	 	 	 	 
	1701 Gulf Road
	 	 	 	 
	Rolling Meadows, IL 60008
	 	 	 	 
	 
	 	 	 	 
	First Union Securities Cust.
	 	 	5,647	 
	F/B/O James P. Love, IRA
	 	 	 	 
	c/o First Union Clearing Corp.
	 	 	 	 
	10700 Wheatfirst Drive
	 	 	 	 
	Glen Allen, VA 23060
	 	 	 	 
	 
	 	 	 	 
	Marguerite Love, Trustee
	 	 	267,695	 
	Under Agreement Dated
	 	 	 	 
	July 21, 1987
	 	 	 	 
	4 Marine Isle Blvd., Unit 301
	 	 	 	 
	Indian Harbour Beach, FL 32937
	 	 	 	 
	 
	 	 	 	 
	Patricia A. Love
	 	 	38,108	 
	925 Highway A1A-Unit #605
	 	 	 	 
	Satellite Beach, FL 32937
	 	 	 	 
	 
	 	 	 	 
	Philip W. Love II, Trustee
	 	 	95,325	 
	Under Agreement Dated
	 	 	 	 
	June 9, 1989
	 	 	 	 
	5420 Willoughby Dr.
	 	 	 	 
	Melbourne, FL 32934
	 	 	 	 







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	Name and Address of Persons	 	Number of Shares of Company
	
	 	

	Whom Shares are to be issued	 	Common Stock to be Issued
	
	 	

	Richard P. Love, Jr., Trustee
	 	 	1,242,696	 
	Under Agreement Dated
	 	 	 	 
	July 20, 1987
	 	 	 	 
	4 Marine Isle Blvd., Unit 301
	 	 	 	 
	Indian Harbour Beach, FL 32937
	 	 	 	 
	 
	 	 	 	 
	Richard P. Love III
	 	 	23,351	 
	2107 Parkside Place
	 	 	 	 
	Indian Harbour Beach, FL 32937
	 	 	 	 
	 
	 	 	 	 
	First Union Securities Cust.
	 	 	17,960	 
	F/B/O Robert J. Love, IRA
	 	 	 	 
	4230 State Route 306
	 	 	 	 
	Willoughby, OH 44094
	 	 	 	 
	 
	 	 	 	 
	William F. Love
	 	 	4,763	 
	3425 Saddle Brook Drive
	 	 	 	 
	Melbourne, FL 32934
	 	 	 	 
	 
	 	 	 	 
	David R. Tooley
	 	 	286,530	 
	653 Candlewood Way
	 	 	 	 
	Melbourne, FL 32940
	 	 	 	 
	 
	 	 	 	 
	David Zellmer
	 	 	6,573	 
	907 Bedford Lane
	 	 	 	 
	Libertyville, IL 60045
	 	 	 	 
	 
	 	 	 	 
	Lisa M. Zizzo
	 	 	32,878	 
	106 Island View Drive
	 	 	 	 
	Indian Harbour Beach, FL 32937
	 	 	 	 
	 
	 	 	 	 
	Kingsway America, Inc.
	 	 	707,538	 
	5310 Explorer Drive, Suite 200
	 	 	 	 
	Mississaugo, Ontario L4W 5H8
	 	 	 	 
	Canada
	 	 	 	 








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