**Exhibit 10.1**

 
| **CANANWILL, INC.**                                                                   | ** **                      |
|---------------------------------------------------------------------------------------|---------------------------------|
| **1000 MILWAUKEE AVENUE, GLENVIEW, IL 60025 -  (800) 544-0666**                       | ** **                      |
| **COMMERCIAL INSURANCE PREMIUM FINANCE AND  SECURITY AGREEMENT  3/2/2008 370,622.96** | **  Contract Number** |
| NC LIC, #B-116, SC LIC, #99                                                           |                            | **  Agent Number**       A3390 | **  Quote Number**     396563A-1 |
|                                                                                  |                            |   |
|  Name and address of Insured(s) (as shown in the policy) and  co-obligor if any  |                            | Name and Address of Insured’s Agent  (“Agent”) |
|   Neose Technologies, Inc.                                                  |                            | AON RISK SERVICES INC. OF PA |
|                                                                                  |                            |   |
|   102 Rock Road                                                             |                            | ONE LIBERTY PLACE, SUITE 1000 |
|                                                                                  |                            | 1650 MARKET STREET |
|   Horsham, PA 19044                                                         |                            | PHILADELPHIA, PA 19103 |
|   RE:                                                                       |                            | Contact: Pat McLean |
|  Telephone Number: (215) 441-5890                                                |                            | Telephone Number: (215) 255-2000 |
|                                                                                  |                            |   |
|  Policyholder Designation    (Check  One):                   |                            | Type of Agreement    (Check One): |   |
|                                                                                  | o Proprietorship           |   | x New | Indicate contract number of |   |
|                                                                                  |                            |   | current policy being financed. |   |   |
|  o Partnership                                                              | x Corporation              |   | o Additional  Premium |   |   |
|                                                                                       |                                 |  |  |  |  |  |  |  |  |  |  |

 
| **SCHEDULE OF POLICIES COVERED BY THIS AGREEMENT** |
|----------------------------------------------------|

 
| **FOR  COMPANY**                                                                                                                        |       | **POLICY NUMBER**                  |                   | **FULL NAME OF INSURANCE COMPANY AND  ADDRESS OF BRANCH REPORTING OFFICE AND** |                                       | **TYPE OF  INSUR-**              |     | **TERM  IN** |             | **POLICY  EFFECTIVE DATE** |             | **POLICY** |        |
|-----------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|------------------------|--------------------------------------------------------------------------------|--------------------------------------------|----------------------------------|----------|--------------|------------------|----------------------------|------------------|------------|-------------|
| **USE ONLY**                                                                                                                            |       | **  Prefix**             | **Number  ** |                                                                           | **FULL NAME AND ADDRESS OF GENERAL AGENT** |                             | **ANCE** |         | **MONTHS**       |                       | **Mo. Day Year** |       | **PREMIUM** |   |
| 76201                                                                                                                                   |       | DOC364951411                       |                   | ZURICH AMERICAN INSURANCE  CO                                                  |                                       | DO                               |     | 12           |             | 2/15/2008                  |             | 115,000.00 |        |
| ** **                                                                                                                              | ** ** | Asgn Rsk=N  AddCxlDays=0           |                   |                                                                           |                                       |                             |     |         |             | Taxes                      |             | 0.00       |        |
| ** **                                                                                                                              | ** ** | Audit=N Min  Ernd=0.000            |                   |                                                                           |                                       |                             |     |         |             | Fees                       |             | 0.00       |        |
| 15403                                                                                                                                   | ** ** | FDO705401                          |                   | LLOYD’S OF LONDON                                                         |                                       | DO                               |     | 12           |             | 2/15/2008                  |             | 100,000.00 |        |
| ** **                                                                                                                              | ** ** | Asgn Rsk=N AddCxlDays=0            |                   |                                                                           |                                       |                             |     |         |             | Taxes                      |             | 3,000.00   |        |
| ** **                                                                                                                              | ** ** | Audit=N Min  Ernd=0.000            |                   |                                                                           |                                       |                             |     |         |             | Fees                       |             | 25.00      |        |
| Total taxes:                                                                                                                            |       | 3634.00                            |                   |                                                                           |                                       |                             |     |         |             |                       |             |       |        |
| Total fees:                                                                                                                             |       | 25.00                              |                   | (Policies Continued on  Next Page)                                             |                                       |                             |     |         |             |                       |             |       |        |
| NY: Charge under §2119 of New York Insurance Law for  obtaining and servicing these policies. If  none, state  ‘None’, $ |       | **FLORIDA  DOCUMENTARY STAMP TAX** |                   | 0.00                                                                           |                                       |
|                                                                                                                                    |       |                               |                   |                                                                           |                                       | **CASH PRICE  (Total Premiums)** |     | $            |  405,014.00 |                       |
|                                                                                                                                         |            |                                    |                        |                                                                                |                                            |                                  |          |              |                  |                            |                  |            |             |  |  |

 
| ****                                                                                                                     | **DISCLOSURE STATEMENT - PAYMENT SCHEDULE** | ** **                              |       |
|--------------------------------------------------------------------------------------------------------------------------|---------------------------------------------|-----------------------------------------|------------|
| ** **                                                                                                               | ** **                                  |                                    |
| Payment Plan:  x Monthly     o Quarterly     o Annually | ** **                                  | ** **                              |
| Number of Payments   11                                                                                             |                                        | First  Payment Due  3/15/2008 | ** ** |
| Subsequent payments are due on the same day  of each succeeding period.                                                  | ** **                                  | ** **                              |
|                                                                                                                          |                                             |                                         |            |  |

 
| **CASH**    | *****      | **CASH**    | **=**      | **AMOUNT**                    | **+**      | **FINANCE**                     | **=**      | **TOTAL OF**                                | ** ** | **AMOUNT OF EACH** | ** ** | **ANNUAL**                                       | ** ** |
|-------------|------------|-------------|------------|-------------------------------|------------|---------------------------------|------------|--------------------------------------------------|------------|------------------------------|------------|--------------------------------------------------|------------|
| **PRICE**   | ** ** | **DOWN**    | ** ** | **FINANCED**                  | ** ** | **CHARGE**                      | ** ** | **PAYMENTS**                                     | ** ** | **PAYMENT**                  | ** ** | **PERCENTAGE**                                   | ** ** |
| ** **  | ** ** | **PAYMENT** | ** ** | **The amount of**   | ** ** | **The dollar amount** | ** ** | **The amount you will have** | ** ** | ** **                   | ** ** | **RATE**                                         | ** ** |
| ** **  | ** ** | ** **  | ** ** | **credit provided**      | ** ** | **the credit will**   | ** ** | **paid when you have made**  | ** ** | ** **                   | ** ** | **The cost of your**              | ** ** |
| ** **  | ** ** | ** **  | ** ** | **on your behalf.** | ** ** | **cost you.**              | ** ** | **all scheduled payments.**            | ** ** | ** **                   | ** ** | **credit as a yearly rate.** | ** ** |
| ** **  | ** ** | ** **  | ** ** | ** **                    | ** ** | ** **                      | ** ** | ** **                                       | ** ** | ** **                   | ** ** | ** **                                       | ** ** |
| $405,014.00 |       | $34,391.04  |       | $370,622.96                   |       | $7,678.48                       |       | $378,301.44                                      |       | $34,391.04                   |       | 4.12                                             | %          |

 

**CANANWILL, INC. (HEREINAFTER CALLED CANANWILL)**

**1000 MILWAUKEE AVENUE, GLENVIEW, IL 60025 - (800) 544-0666**

 

Prepayment: The insured may prepay in full at any time and receive arefund of the unearned finance charge, calculated according to the Rule of 78’s(actuarial method in AR, AZ, CA, MA, MO, NJ, OR, PA, VT; short rate method inSC), and subject to a nonrefundable charge stated on page two. Minimum refundis $1.00 (except AK, where there is no minimum refund).

 

Security interest: The insured assigns to Cananwill as security forpayment of this agreement all sums payable to the Insured with reference to thepolicies listed above, including, among other things, any gross return premiumsand any payment on account of loss which results in reduction of unearnedpremium in accordance with the term of said policies.

 

Delinquency charge: The Insured agrees thatupon default in payment of any installment five days or more (more than 5 daysin IL, MS, OH) to pay a Delinquency Charge of 5% of the delinquentinstallment. In AK, CA, DE, MI, MN, ND, NJ, OR, TN, TX, the Delinquency Charge isnot due until installment is in default for ten days or more, more than 10 daysin MA, NM 7 days in VA. Maximum delinquency charge is $5 in DE, MT, ND; $100 inMD; $500 in NM; 1 1/2% of the installment in NJ with a minimum of $25. In AK,OR: for delinquent payments of less than $250, the delinquency charge is thelesser of 5% of the payment or $5, otherwise the delinquency charge is 2% ofthe payment. KS: Delinquency charge is $5 plus 2% of the installment indefault.

 

CancellationCharge: The Insured agrees that if a default results in cancellation of thepolicy(ies) to pay a Cancellation Charge in the amount stated on page two. (Notapplicable in AK, KY,TX, NC.)

 

See the provisions on pagetwo for additional information about nonpayment, default, and any repayment infull before the scheduled date and any prepayment refunds or penalties.

 
| QIV# 396563A-1 PRN:3/3/2008 1:40 PM CFG: CustomConfig  RT:ARSw/deviation PF:0.00 T:4.52 B1:4.12 B2:4.12                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| NOTICE   TO   INSURED:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 1. DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT,  INCLUDING THE WRITING ON PAGE TWO, OR IF IT CONTAINS ANY BLANKS. 2. YOU ARE  ENTITLED TO A COMPLETELY FILLED IN COPY OF THIS AGREEMENT AT THE TIME YOU SIGN IT. 3. YOU UNDERSTAND AND HAVE  RECEIVED A COPY OF THIS AGREEMENT, KEEP IT TO PROTECT YOUR LEGAL RIGHTS. 4.  UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE AND UNDER CERTAIN  CONDITIONS TO OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE. 5. SEE PAGE TWO  FOR IMPORTANT INFORMATION. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| When used in this Agreement, “Insured” means the  insured and any co-obligor named above and all insureds covered by the  Policies listed in the Schedule of Policies. Each Insured jointly and severally  agrees to make all payments required by this Agreement and to be bound by all  of its provisions including those on page two. The person signing represents  and warrants that he or she is authorized to enter into this Agreement on  behalf of each Insured and to bind each Insured to this Agreement. Each Insured  agrees that Cananwill may send all notices under this Agreement to the Insured’s  address shown above. You are not required to enter into an insurance premium  financing arrangement as a condition to the purchase of any insurance policy. |

** **
| By                          | /s/ A. BRIAN DAVIS     |   | Date   | March 6, 2008 |
|-----------------------------|------------------------|--------|--------|---------------|
|                        | (Signature of insured) |   |   |
|                        |                   |   |   |
| A. BRIAN DAVIS, SVP AND CFO |                   |   |
| (Typed Name and Title)      |                   |   |

 

AGENT’S REPRESENTATIONS ANDWARRANTIES

The undersigned Agent has readthe Insurance Agent’s Representations and Warranties on page two and makes allsuch representations and warranties recited therein and agrees to be bound bythe terms of this Agreement.

 
| By                                                                                                                                                                                                      | /s/ RAYMOND M. SUBERS |   | Date   | Mar 12, 2008 |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------|--------|--------|--------------|
|                                                                                                                                                                                                    | (Signature of Agent)  |   |   |         |
|                                                                                                                                                                                                    |                  |   |
| RAYMOND M. SUBERS                                                                                                                                                                                       |                  |   |
| CW-1        QIV  (Ed.  01-03)                 (Typed Name and  Title) |                  |   |

 

----

 
| ** ** | **Agent Number**A3390            |
|------------|----------------------------------|
| ** ** | **Quote  Number** 396563A-1 |

 

**ADDENDUM TO COMMERCIAL INSURANCE PREMIUM FINANCE AGREEMENT (“PFA”)**

 

**SCHEDULE OF POLICIES COVERED BY THE PFAINCLUDES THE FOLLOWING:**

 
| **FOR  COMPANY  USE ONLY** | ** ** | ** **               | ** ** | **FULL NAME OF INSURANCE COMPANY AND   ADDRESS OF BRANCH REPORTING OFFICE AND  FULL NAME AND ADDRESS OF GENERAL AGENT** | ** ** | **TYPE OF  INSUR-  ANCE** | ** ** | **TERM  IN  MONTHS** | ** ** | **POLICY  EFFECTIVE  DATE  Mo. Day Year** | ** ** | **POLICY  PREMIUM** |
|---------------------------------|------------|--------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------|------------|----------------------|------------|-----------------------------------------------------|------------|---------------------|
| ** **                      | ** ** |
| **POLICY NUMBER**          |
| **Prefix**                      | **Number** |
| 03605                           |       | EC06400295               |       | ST. PAUL MERCURY INSURANCE CO                                                                                                                                                                                |       | EPL                            |       | 12                   |       | 2/15/2008                                           |       | 13,500.00           |
|                            |       | Asgn Rsk=N AddCxlDays=0  |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Taxes                                               |       | 0.00                |
|                            |       | Audit=N Min Ernd=0.000   |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Fees                                                |       | 0.00                |
| 03605                           |       | CR03800094               |       | ST. PAUL MERCURY INSURANCE CO                                                                                                                                                                                |       | CR                             |       | 12                   |       | 2/15/2008                                           |       | 9,470.00            |
|                            |       | Asgn Rsk=N AddCxlDays=0  |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Taxes                                               |       | 0.00                |
|                            |       | Audit=N Min Ernd=0.000   |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Fees                                                |       | 0.00                |
| 03605                           |       | EC06400294               |       | ST. PAUL MERCURY INSURANCE CO                                                                                                                                                                                |       | FIDU                           |       | 12                   |       | 2/15/2008                                           |       | 4,000.00            |
|                            |       | Asgn Rsk=N AddCxlDays=0  |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Taxes                                               |       | 0.00                |
|                            |       | Audit=N Min Ernd=0.000   |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Fees                                                |       | 0.00                |
| 73768                           |       | 35852317                 |       | FEDERAL INSURANCE COMPANY                                                                                                                                                                                    |       | CPAK                           |       | 12                   |       | 2/15/2008                                           |       | 68,838.00           |
|                            |       | Asgn Rsk=N AddCxlDays=0  |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Taxes                                               |       | 2.00                |
|                            |       | Audit=N Min Ernd=0.000   | * *   | * *                                                                                                                                                                                                     |       |                           |       |                 |       | Fees                                                |       | 0.00                |
| 73768                           |       | 35852317                 |       | FEDERAL INSURANCE COMPANY                                                                                                                                                                                    |       | PROD                           |       | 12                   |       | 2/15/2008                                           |       | 37,000.00           |
|                            |       | Asgn Rsk=N AddCxlDays=0  |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Taxes                                               |       | 0.00                |
|                            |       | Audit=N Min Ernd=25.000  |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Fees                                                |       | 0.00                |
| 73768                           |       | 74985874                 |       | FEDERAL INSURANCE COMPANY                                                                                                                                                                                    |       | AUTO                           |       | 12                   |       | 2/15/2008                                           |       | 5,917.00            |
|                            |       | Asgn Rsk=N AddCxlDays=30 |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Taxes                                               |       | 0.00                |
|                            |       | Audit=N Min Ernd=0.000   |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Fees                                                |       | 0.00                |
| 73768                           |       | 71634788                 |       | FEDERAL INSURANCE COMPANY                                                                                                                                                                                    |       | WC                             |       | 12                   |       | 2/15/2008                                           |       | 32,685.00           |
|                            |       | Asgn Rsk=N AddCxlDays=0  |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Taxes                                               |       | 632.00              |
|                            |       | Audit=Y Min Ernd=0.000   |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Fees                                                |       | 0.00                |
| 73768                           |       | 79813718                 |       | FEDERAL INSURANCE COMPANY                                                                                                                                                                                    |       | UMB                            |       | 12                   |       | 2/15/2008                                           |       | 11,445.00           |
|                            |       | Asgn Rsk=N AddCxlDays=0  |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Taxes                                               |       | 0.00                |
|                            |       | Audit=N Min Ernd=0.000   |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Fees                                                |       | 0.00                |
| 05125                           |       | 73243156                 |       | GREAT NORTHERN INSURANCE CO                                                                                                                                                                                  |       | FLIA                           |       | 12                   |       | 2/15/2008                                           |       | 3,500.00            |
|                            |       | Asgn Rsk=N AddCxlDays=0  |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Taxes                                               |       | 0.00                |
|                            |       | Audit=N Min Ernd=0.000   |       |                                                                                                                                                                                                         |       |                           |       |                 |       | Fees                                                |       | 0.00                |

 

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(Pg.2 of 2)

 

**The Insured (jointly andseverally if more than one) agrees as follows:**

 

1. In consideration of the payment byCANANWILL of the Amount Financed, Insured agrees to pay the Cash Down Paymentto the insurance company(ies) listed in the Schedule of Policies, and to payCANANWILL the Total of Payments in accordance with the terms of this Agreement.Interest is computed on an annual basis of 12 months of 30 days each.

 

2. Insured assigns to CANANWILL as securityfor the total amount payable hereunder all sums payable to the Insured underthe listed Policies, including, among other things, any gross unearned premiumsand any payment on account of loss which results in a reduction of unearnedpremium in accordance with the terms of said policies.

 

3. Insured hereby irrevocably appointsCANANWILL as its Attorney-in-Fact upon the occurrence of an Event of Default(defined below) and, after proper notice has been mailed as required by law,grants to CANANWILL authority to effect cancellation of policy(ies) listed in the Schedule of Policies (“Policies”), and to receive anyunearned premium or other amounts with respect to the Policies assigned assecurity herein, and to sign any check or draft issued therefor in Insured’s nameand to direct the insurance companies to make said check or draft payable toCANANWILL. Insured agrees that proof of mailing any notice hereunderconstitutes proof of receipt of such notice.

 

4. Insured agrees that any payments made andaccepted after Policy cancellation shall not constitute reinstatement orobligate CANANWILL to request reinstatement of such insurance Policy(ies), and Insuredacknowledges that CANANWILL has no authority to reinstate coverage, and thatsuch payments may be applied to Insured’s indebtedness hereunder.

 

5. Insured agrees not to assign thePolicy(ies) except for the interest of mortgagees or loss payees, without thewritten consent of CANANWILL. CANANWILL may assign this Agreement without Insured’sconsent, and all rights conferred upon CANANWILL shall inure to CANANWILL’ssuccessors and assigns.

 

6. Except in KY and VT, Insured agrees to paya fee of $15.00 in the event of a dishonored check. ($5.00 in CA; $10 in AZ,MA, MD, OH, VI; $7.50 in NV, not to exceed CANANWILL’s cost in NJ).

 

7. An Event of Default occurs when the Insureddoes not pay any installment according to the terms of this Agreement or(except in MD) fails to comply with any of the terms of the Agreement or(except in MD) if any of the Policies are cancelled for any reason. If an Eventof Default occurs and after giving notice as required by law, all amounts dueunder this Agreement become immediately due and payable and the Insured isliable for all amounts described herein, including any unpaid balance remainingafter application of the unearned premiums. If an Event of Default occurs,CANANWILL may at its option pursue the following remedies:

 

·        After proper notice has been given asrequired by law, CANANWILL may immediately cancel the Policy(ies) and collectany unearned premiums or other amounts payable under said Policies. Unearnedpremiums shall be payable to CANANWILL only.

 

·        CANANWILL may take all necessary actions toenforce payment of this debt. To the extent not prohibited or limited byapplicable law, CANANWILL is entitled to collection costs and expenses incurredwhile enforcing its rights under this Agreement and to reasonable attorney’sfees if this Agreement is referred to an attorney who is not a salaried employeeof CANANWILL for collection or enforcement (not permitted in KY, NC; total ofcollection costs and attorney’s fees is limited to 20% of the unpaid balance inAZ, FL, MO, MS, NH, NV, NY, VI; 15% of unpaid balance in TN; 25% of unpaidbalance in VT).

 

·        Except in AK, KY, MI, NC, VT and the otherstates listed herein, after cancellation, Insured agrees to pay interest on theunpaid balance (calculated according to the Rule of 78’s (actuarial method inAR, AZ, CA, NJ, OR, PA; short rate method in SC) as of the scheduled due dateof the first delinquent payment leading to cancellation of the Policies) at therate of 1% per month (in AR, NM, TX, at the Annual Percentage Rate stated onpage one), or at the highest rate permitted by law, whichever is less, untilthe entire balance of this loan is paid in full. In MA, Insured agrees to payinterest at the rate of 1% per month on the difference between the unpaidbalance on the date of cancellation (computed according to the actuarialmethod) and the unearned premiums received by CANANWILL on the cancelledPolicies, for the period from the date of cancellation until the balance ispaid in full.

 

·        In AL, DC, DE, IL, KS, NY and WA, aftercancellation, Insured agrees that CANANWILL may recompute the total financecharge due under this Agreement on the original amount financed, at the rateand in the manner described in this paragraph from the first effective date ofthe Policies through the last originally scheduled installment date, and Insuredagrees to pay this amount, subject to the provisions on prepayment in full.That rate, stated as a dollar amount per year for each $100 of amount financedis as follows: $9 in AL, DE; $10 in DC, IL, WA; $12 in KS; $14 in NY.

 

·        CANANWILL may offset and deduct from anyamounts CANANWILL owes to Insured with respect to any Policies financedhereunder, any amounts which Insured owes to CANANWILL under this or (except inKY, MD, NC and TX) any other agreement.

 

8. Insured agrees to pay a non-refundableservice fee of $10 in AK, AZ, CT, DE, KS, LA, MO, NY, PA, WA, WI; $12 in NJ;$12.50 in MT; $15 in AL, KY, NC, RI, SC, TN, VA; $16 in MA; $18 in MI; $20 inDC, FL, GA, MD, MN, OH; $25 in CO, HI, IA, ID, IN, ME, NE, ND, NV, OK, SD, UT,VI, WV, WY; the lesser of $50 or 10% of the amount financed in OR. In CA, theminimum finance charge is $25. In IL, the non-refundable service charge is $20if the amount financed is less than $500, $30 if the amount financed is $500 ormore but less than $1,000, or $40 if the amount financed is over $1,000. In NJ,if this loan is prepaid in full, Insured agrees to pay an additional charge of$20 for any loan of $2,000 or less, 1% of the loan for loans over $2,000 up toand including $5,000 and $100 on loans over $5,000.

 

9. Insured agrees to pay a cancellationcharge of $5 in TN, VI; $10 in MN, ND, OH; $15 in AL, AZ, GA, MO, MS, RI, WI;$25 in CO, HI, IA, ID, IN, LA, ME, NE, OK, SD, UT, WV, WY; the greater of 2% ofthe unpaid balance or $5 in MA; the difference between the delinquency chargeassessed and; $5 in DE, MI, MT, NJ, NY, OR, WA; $10 in DC; $15 in NH; $100 inMD.

 

10. Insured agrees to pay promptly to theinsurer any additional premiums due on the Policies.

 

11. The Agent is not the agent of CANANWILLand the Agent cannot bind CANANWILL. CANANWILL is not the Agent of any insurerand is not liable for any acts or omissions of any insurer. Insuredacknowledges that it has chosen to do business with the Agent and the insurancecompanies issuing the Policies, and that the insolvency, fraud, defalcation orother action or failure to act by any of them shall not relieve or diminishInsured’s obligations to CANANWILL hereunder.

 

----

 

12. Except in MD, and if not prohibited byapplicable law, CANANWILL may insert the name of the insurer, policy numbersand first installment due date if omitted and if policy has not been issued atthe time of signature.

 

13. This Agreement shall have no force oreffect until accepted by CANANWILL. All rights and remedies in this Agreementare cumulative and not exclusive. If any part of this Agreement is determinedto be invalid or unenforceable, the remaining provisions of this Agreementshall continue to be in full force and effect. Neither CANANWILL nor itsassignee shall be liable for any loss or damage to the Insured by reason offailure of any insurance company to issue or maintain in force any of thePolicies or by reason of the exercise by CANANWILL or its assignee of therights conferred herein. This Agreement constitutes the entire Agreementbetween CANANWILL and Insured and may not be modified except as agreed upon inwriting. CANANWILL’s acceptance of late or partial payments shall not be deemeda waiver by CANANWILL of any provisions of this Agreement, and CANANWILL is entitledto require Insured to strictly comply with the terms hereof. Except in AR, thisAgreement is governed by the law of the state of the Insured’s address shown onpage one of this Agreement. In AR, this Agreement is governed by the law of thestate where this Agreement is accepted by CANANWILL. If any amount contractedfor or received by CANANWILL is determined to violate any law or regulation,CANANWILL may return such prohibited amount to Insured without any furtherliability therefor (waiver of liability not appliable in KY).

 

14. Insured represents and warrants that theproceeds of this loan are to be used to purchase insurance for other thanpersonal, family or household purposes and that all information provided hereinor in connection with this agreement is true, correct, complete and notmisleading.

 

15. **CALIFORNIA RESIDENTS ONLY:**

 

**FOR INFORMATION CONTACT THEDEPARTMENT OF FINANCIAL INSTITUTIONS, STATE OF CALIFORNIA.**

 

Insured agrees that, in accordance withSection 18608 of the California Financial Code, CANANWILL’s liability to Insuredupon the exercise of CANANWILL’s authority to cancel the Policies shall belimited to the amount of the principal balance of this loan, except in theevent of CANANWILL’s willful failure to mail the notice of cancellationrequired under California law.

 

**In connection with the Policiesscheduled on page one, the Agent represents and warrants to CANANWILL, itssuccessors and assigns that:**

 

1. Deposit premiums are not less than theanticipated premiums to be earned for the full terms of the Policies.

 

2. All of the scheduled Policies or bonds inthis Agreement are cancellable by standard short rate or pro-rata tables.

 

3. When cancellation is requested by Insuredor by CANANWILL, none of the Policies require advance notice of cancellation toany party, other than any notice required to be given by CANANWILL, and thereare no audit or reporting form policies, Policies subject to retrospectiverating or to minimum earned premiums except as indicated in the Schedule of Policies.

 

4. We are the authorized policy Issuing Agentof the insurance companies or the broker placing the coverage directly with theinsurance company on all Policies except as indicated in the Schedule ofPolicies.

 

5. The Insured(s) signature(s) on both pagesone and two hereof are genuine, the Insured has not paid for the scheduled Policiesother than as described herein, the Insured(s) have received a copy of thisAgreement, this Agreement is valid and enforceable and there are no defenses toit, the scheduled Policies are in full force and effect and the premiums indicatedare correct for the term of the Policies, and all other information relating tothe Policies and the Insured is complete and correct. None of the Policies havebeen financed on an installment payment plan provided by the insurancecompany(ies), or are noncancellable policy(ies), or policies written for a termof less than one year. The Agent recognizes the Insured’s assignment of theunearned premiums and upon cancellation of any of the scheduled Policies agreesto pay promptly any unearned commissions to CANANWILL and to pay to CANANWILLthe unearned premiums immediately upon receipt Agent shall not deduct anyamounts which Insured owes to Agent from any amounts owing to CANANWILL hereunder.The Policies are not for personal, family or household purposes.

 

6. A proceeding in bankruptcy, receivershipor insolvency has not been instituted by or against the Insured or if the Insuredis the subject of such a proceeding, it is noted on the Agreement in the spacein which the Insured’s name and address is placed.

 

7. If the Agreement has been signed by theAgent on behalf of the Insured, the Agent has the authority to act in thiscapacity and the Agent has provided the Insured with a complete copy of thisAgreement.

 

8. There are no exceptions to the Policiesfinanced other than those indicated, and the Policy(ies) comply with CANANWILL’seligibility requirements.

 

9. The Cash Down Payment, and anyinstallments due from the Insured which Agent has agreed to collect, have beencollected from the Insured.

 

10. Agent is not an agent of CANANWILL and isnot authorized to bind CANANWILL and has not made any representation to thecontrary.

 

The Agent agrees to promptly remit all fundsreceived from CANANWILL and the Insured for the financed Policies and due tothe insurance company(ies) issuing such Policies. Agent shall be liable toCANANWILL for any losses, costs, damages or other expenses (including attorney’sfees) incurred by CANANWILL or its assignee as a result of or in connectionwith any untrue or misleading representation or warranty made by Agenthereunder, or otherwise arising out of the breach by Agent of this Agreement.Agent shall promptly notify CANANWILL of any unpaid increased premiums for thePolicies.

 

CW-1        QIV  (Ed.01-03)

 

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