LIMITED LIABILITY COMPANY AGREEMENT
OF
VOORHEES RISK MANAGEMENT LLC

This Limited Liability Company Agreement of VOORHEES RISK MANAGEMENT LLC, a Delaware limited liability company (the "Company"), is made and entered into this 10th day of February, 2003, by and between VOORHEES RISK MANAGEMENT, INC. ("vrmi"), OLDE CITY RISK MANAGEMENT, INC. ("OCMI"), INDEPENDENCE AMERICAN INSURANCE COMPANY ("IAIC") and AMERICAN INDEPENDENCE CORP. ("AMIC")

W I T N E S S E T H:

WHEREAS, the Certificate of Formation of the Company was filed with the Secretary of State of Delaware on February 4, 2003, in accordance with the Delaware Limited Liability Company Act; and

WHEREAS, the parties hereto desire to set forth herein the manner in which such Company shall be governed and operated;

NOW, THEREFORE, in consideration of the premises hereof, and of the mutual covenants and agreements contained herein, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. DEFINITIONS
2. Defined Terms.  The following terms have the meanings hereinafter indicated whenever used in this Agreement with initial capital letters:
3. Generic Terms
4. ORGANIZATIONAL MATTERS
5. Formation.  The Company has been formed and exists for the limited purposes described herein and shall be governed by and operated in accordance with the Act.  The Members shall execute, and the Officers shall make, all filings required by the Act or other applicable law with respect to the formation and operation of the Company.
6. Name
7. Principal Place of Business
8. Registered Office and Agent
9. Term
10. BUSINESS OF THE COMPANY
11. Business.  The business of the Company shall be to engage in any business necessary or incidental to the provision of employer medical stop loss insurance coverage.
12. MANAGEMENT OF COMPANY
13. Board of Directors.
14. The overall management and control of the Company shall be exercised by a committee (the "Board of Directors") which shall initially consist of seven individuals, three of whom shall be the Initial Officers, for so long as they are employed by the Company, and four of whom shall be representatives appointed by AMIC (the "AMIC Directors").  The designation of the individual or individuals appointed by AMIC may be changed at any time by AMIC upon written notice to the other Members. Each of the Initial Officers shall cease to serve on the Board of Directors effective immediately upon the termination of their employment with the Company.  Upon any Initial Officer's termination, the number of individuals required to serve on the Board of Directors shall automatically be reduced by one, unless otherwise determined by the Board of Directors.  The names and addresses of the initial members of the Board of Directors of the Company are set forth on Exhibit B attached hereto, and Exhibit B shall be amended from time to time by the Board of Directors to reflect the resignation or removal of any member of the Board of Directors or the appointment of new or additional members of the Board of Directors pursuant to this Agreement.
15. Except as otherwise set forth in this Agreement, all action to be taken by the Board of Directors shall be taken at a meeting of the Board of Directors by Majority Vote.  If action is to be taken at a duly called meeting of the Board of Directors, notice of the time, date and place of meeting shall be given to each member of the Board of Directors by the Officers or the member of the Board of Directors calling the meeting by personal delivery, telephone or fax sent to the address of each member of the Board of Directors set forth on Exhibit B at least five business days in advance of the meeting; provided, however, no notice need be given to a member of the Board of Directors who waives notice before or after the meeting or who attends the meeting without protesting at or before its commencement the inadequacy of notice to him or her.  The members of the Board of Directors may attend a meeting in person or by proxy, and they may also participate in meetings by means of a conference call or similar communications equipment that permits all members of the Board of Directors to hear each other.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if one or more written consents to such action shall be signed by Majority Vote of the Board of Directors.  Such written consents shall be delivered to the Officers at the principal office of the Company and, unless otherwise specified, shall be effective on the date when the first consent is delivered.
16. The Board of Directors shall have full power and authority to do all things and to perform all acts reasonably necessary or advisable to conduct the business affairs of the Company.  The Board of Directors may delegate to the Officers, employees and agents of the Company, and subject to the limitations set forth in Section 4.2 of this Agreement, the Officers, employees and agents of the Company to whom such authority has been delegated shall have, the authority to conduct the business and affairs of the Company, subject to the control of the Board of Directors.  No member of the Board of Directors shall have the authority to bind the Company in his or her individual capacity.
17. Officers of the Company.
18. The Company may have a Chairman, a President, a Chief Executive Officer, one or more Executive or Senior Vice Presidents, one or more Vice Presidents, a Chief Financial Officer, a Treasurer and a Secretary.  The Initial Officers shall perform the duties set forth in their respective Employment Agreements, as amended from time to time by the Board of Directors, applicable to such Officer and such other duties as may be assigned to him from time to time by the Board of Directors.  The Board of Directors may appoint other Officers.  Each such other Officer shall perform such duties as may be assigned to him by the Board of Directors and, to the extent set forth in the resolution appointing such Officer, by any more senior Officer.
19. The Board of Directors may from time to time establish, increase, reduce or otherwise modify the duties of the Officers or may create or eliminate such offices as the Board of Directors may consider appropriate.  Any number of offices may be held by the same person but no Officer may take any action or execute any document on behalf of the Company in more than one capacity.  Each Officer shall hold office until his successor is appointed or until his earlier resignation or removal.  Any Officer may be removed at any time by the Board of Directors with or without cause.  Any Officer may resign at any time upon written notice to the Board of Directors, the President or the Secretary.  Any such resignation shall take effect at the time specified therein or, if no time is specified, at the time of its receipt, and acceptance shall not be necessary to make the resignation effective.
20. The Officers of the Company shall have the right to conduct the day to day operations of the Company in the ordinary course and in accordance with the budget approved by the Board of Directors; provided, however, that the Officers shall not make any "Major Decisions" without Majority Vote.
21. Notwithstanding anything herein to the contrary, "Major Decisions" shall not include any expenditure pursuant to a budget approved in accordance with Section  4.3, that is set forth in reasonable detail in such budget,  but shall otherwise include:
22. the sale, exchange or other disposition of any part of the Company 's business, property or assets, or contracting to do so, except in the ordinary course of the business of the Company;
23. fixing the base salary of any employee or consultant of the Company, which is at a rate in excess of $50,000 per annum;
24. fixing the bonus or compensation other than base salary of any employee or consultant of the Company, which is at a rate in excess of $25,000 per annum;
25. making any determination regarding employment, remuneration or dismissal of any Officer of the Company;
26. mortgaging, pledging or otherwise granting a security interest in any assets of the Company or giving any guarantee or indemnity to secure the liabilities or obligations of any Person;
27. the purchase, lease or other acquisition of any personal  property pursuant to a contract requiring expenditures in excess of $25,000;
28. taking, granting or agreeing to take or grant any leasehold interest in any real property;
29. entering into, amending or terminating any agreement, transaction or arrangement (i) with any Person other than AMIC or IAIC and their affiliates or (ii) in which any of the Initial Officers have any direct or indirect interest, other than their proportionate interest as a stockholder in VRMI or OCMI;
30. incurring any indebtedness for borrowed money, or pledging, encumbering or hypothecating any asset of the Company or any similar application or use of any asset of the Company.
31. making any loan, advance or giving any credit other than normal trade credit;
32. entering into any partnership or profit sharing agreement with any Person;
33. acquiring, purchasing or subscribing for any shares, debentures, mortgages or securities (or any interest in such) in any entity;
34. other than pursuant to authority granted pursuant to management agreements between the Company and its insurance carries, settlement of claims, litigation, arbitration, or other dispute resolution procedures for values in excess of U.S. $50,000; or institution of any legal action with a potential recovery value in excess of U.S. $50,000;
35. any action to be taken by any subsidiary of the Company which, if performed directly by the Company, would have required the approval of the Board pursuant to this Section 4.2(d);
36. any redemption by the Company of a Membership Interest;
37. distributions of any assets of the Company in kind pursuant to Section 10.2(b) of this Agreement;
38. the merger of the Company with another corporation, limited liability company, a limited partnership, a general partnership, or other entity;
39. the issuance of any equity interests in the Company or any instrument or security convertible thereto;
40. any conversion of the Company to an entity taxable as a corporation for federal income tax purposes (or any election by the Company to be treated as an entity taxable as a corporation for federal income tax purposes); and
41. any other transaction outside of the ordinary course of the business of the Company.
42. Annual Budgets
43. Compensation
44. CONTRIBUTIONS
45. Initial Capital Contributions.  On the date hereof, each Member has made the Capital Contribution indicated on Exhibit A.   In accordance with the General Conveyance, Assignment and Assumption Agreement, in lieu of directly receiving the Capital  Contributions from the Controlling Members, the Company shall direct the Controlling Members to pay their initial Capital Contribution directly to the Minority Members on the date hereof.  The parties hereto acknowledge and agree that, for federal income tax purposes, the Capital Contribution by the Minority Members of the Contributed Property to the Company and the immediate Transfer of the cash Capital Contributions of the Controlling Members to the Minority Members upon receipt by the Company of the Contributed Property shall be treated as a sale by the Minority Members to the Company of 80% of the Contributed Property for consideration equal to the such distributed cash contributions, which consideration shall be allocated among the portion of Contributed Property treated as an asset purchase as shall be set forth on Exhibit C.  The Members shall cooperate in good faith and hereby agree to amend this Agreement to attach a completed Exhibit C on or prior to March 15, 2003.  The Members shall also cooperate with each other in meeting the requirements of Section 1060 of the Code and any regulations promulgated thereunder and, if applicable, shall each file I.R.S. Form 8594 (including any supplemental filing that may be required) in accordance with applicable rules and regulations..  No Member shall, nor shall it permit its respective Affiliates to, take a federal or state income tax position with taxing or other public authorities in any jurisdiction that is materially inconsistent with the allocations set forth on Exhibit C.
46. Additional Capital
47. No Right to Interest or Return of Capital
48. No Third Party Rights
49. DISTRIBUTIONS
50. Distributions of Cash Flow.  Cash Flow will be distributed to the Members in accordance with their respective Percentage Interests at such times and in such amounts as is determined by the Board of Directors (but in no event less than quarterly).
51. Amounts Withheld for Taxes
52. ALLOCATIONS
53. Book Allocations.  Sections 7.1(a) and (b) set forth the general rules for book allocations to the Members, including allocations with respect to operations and liquidation of the Company.  Section 7.1(c) sets forth various special rules that supercede the general rules of Sections 7.1(a) and (b).
54. Profit
55. Losses
56. Special Rules
57. Limitation on Loss Allocations
58. Company Minimum Gain
59. Minimum Gain Attributable to Member  Nonrecourse Debt
60. Qualified Income Offset
61. Nonrecourse Deductions
62. Member Nonrecourse Deductions
63. Curative Allocations
64. Change in Regulations
65. Non-Recourse Liabilities
66. Gross Income Allocations
67. Liquidating Allocations.
68. Tax Allocations
69. In General
70. Special Rules
71. Elimination of Book/Tax Disparities
72. Allocation of Items Among Members
73. Conformity of Reporting
74. Transferred Interests
75. Section 754 Election
76. TRANSFER MATTERS
77. General. No Member may Transfer all or any portion of its Membership Interest except in accordance with this Article VIII, and any Transfer made in violation of this Article VIII shall be void and of no effect.
78. Consent Right
79. Tag-Along Rights
80. In the event that the Controlling Members desire to Transfer, in a transaction or related series of transactions, a portion of their Membership Interest representing more than a 50% Percentage Interest, at least 15 days prior to making any Transfer of any Membership Interests the Controlling Members shall give written notice (a "Tag-Along Notice") to the Minority Members, which Tag-Along Notice shall disclose in reasonable detail the proposed portion of Membership Interest to be Transferred, the identity of the prospective Transferee(s) and the proposed terms and conditions of the Transfer (including representations, warranties, covenants and indemnities); provided, that if the consideration being offered consists in whole or in part of something other than U.S. dollars, then such notice shall also contain a good-faith estimate of the value of such consideration in U.S. dollars and an explanation of the manner in which such estimate was made.
81. The Minority Members shall have the right to participate in the Transfer under this Section 8.3(b) by giving written notice of such election to the Controlling Members within 15 days after the Tag-Along Notice is given to the Minority Members.
82. If a Minority Member has elected to participate in the Transfer under this Section 8.3, such Minority Member shall be entitled to sell in such Transfer, at the same price and upon the same terms, its Tag-Along Pro Rata Portion.
83. The Controlling Members shall use their reasonable best efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Minority Members in any Transfer under this Section 8.3, and, if the Minority Members elect to participate, the Controlling Members shall not Transfer any portion of its Membership Interest to the prospective Transferee(s) if the prospective Transferee(s) refuses to allow the participation of such Minority Members.
84. After compliance with the foregoing provisions of this Section 8.3, the Controlling Members and any Minority Members that have elected to participate (the "Transferring Members"), may Transfer the portion of its Membership Interest specified in the Tag-Along Notice to the Transferee(s) specified in such Tag-Along Notice on terms no more advantageous to the Transferring Members than those specified in such Tag-Along Notice.  The closing of such Transfer shall occur when agreed among the Transferring Members and the Transferee(s)).  If such Membership Interests are not so Transferred, then any subsequent Transfer of such securities shall again be subject to all of the provisions of this Section 8.3.
85. Permitted Transfers
86. Transfers to Affiliates of the Controlling Members, provided such Affiliates agree to be bound in accordance with Section 8.8 as a "Controlling Member" hereunder; and
87. Transfers to the Company.
88. Drag Along Rights
89. If at any time the Controlling Members shall propose to sell or otherwise Transfer for value (a "Proposed Transfer") to one or more purchasers or Transferees (the "Proposed Transferees"), in a single transaction or related series of transactions, all of their Membership Interest, then the Controlling Members shall have the right to require the Minority Members to sell or otherwise Transfer, and the Minority Members hereby agree to sell or otherwise Transfer, all of their Membership Interest to the Proposed Transferees at the same time as the Controlling Members close the Proposed Transfer.  The sale or other Transfer by the Minority Members shall be on the same terms and conditions as the Proposed Transfer by the Controlling Members.  Such right of the Controlling Members to require the Minority Members to sell or otherwise Transfer their Membership Interest shall be exercisable as follows:
90. The Controlling Members shall deliver a notice (a "Drag-Along Notice") to the Minority Members of their election to exercise that right and describing in reasonable detail the terms of the Proposed Transfer, any purchase or other agreement(s) pursuant to which the Proposed Transfer is to be effectuated and any other documents or instruments which the Proposed Transferee reasonably requests to be executed and delivered by the Minority Members to effectuate the Proposed Transfer.  Any such purchase or other agreement and such other documents or instruments are referred to as the "Proposed Transfer Agreements".
91. The Minority Members shall promptly, but in any event within seven (7) days after receipt of the Drag-Along Notice and the Proposed Transfer Agreements deliver to the Controlling Members two (2) executed copies of the Proposed Transfer Agreements.
92. The Membership Interests shall be Transferred to the Proposed Transferee pursuant to the Proposed Transfer Agreements, and immediately upon consummation of such transaction, the Controlling Members shall remit to the Minority Members that portion of the sale proceeds which they are entitled to receive by reason of its participation in such Proposed Transfer.  In the event that the aggregate consideration received by the Minority Members as a result of the Proposed Transfer is less than the EBIT Price for the Fiscal Year immediately prior to the Proposed Transfer, the Controlling Members shall pay to the Minority Members the difference between the EBIT Price and the consideration paid by the Proposed Transferee to the Minority Members.
93. Put Rights.
94. At any time (i) on the date an Initial Officer is terminated without "Cause" or by reason of Death or Disability (as such terms are defined in the Employment Agreements), and for 30 days thereafter (a "Termination Put"); and (ii) on or after March 31, 2008, the Minority Members will have a Put Right (as defined herein).  In the event of a Termination Put, each of the Minority Members shall have the right, for the 30 day period beginning with the date of termination, to require AMIC to purchase all (but not less than all) of the Initial Officer Pro Rata Interest for the Put Interest Price (as defined below).  After March 31, 2008, the Minority Members have the right to require AMIC to purchase all (but not less than all) of the Membership Interests owned by the Minority Members (each, a "Put Right") for the Put Interest Price.
95. The Minority Members may exercise a Put Right by delivering a notice to AMIC stating that the Minority Members will require AMIC to purchase the portion of their Membership Interest specified in such notice (a "Put Notice").  The date on which a Minority Member delivers a Put Notice is a "Put Notice Date".
96. The purchase and sale of the Membership Interest pursuant to a Put Right shall be consummated on a date selected by AMIC upon at least 15 days' prior written notice to the Minority Members, which date in no event shall be earlier than the date 30 days, nor later than the date 60 days, after the Put Notice Date (the "Put Closing Date").   On the Put Closing Date, the Minority Members shall deliver to AMIC such assignment and transfer documents as are reasonably requested by AMIC to Transfer and convey the Membership Interest specified in the Put Notice.  AMIC shall deliver at the closing payment in full of the Put Per Interest Price, as described below, provided that if a Termination Put is triggered within 90 days after the end of a Fiscal Year, AMIC may defer payment until the earlier of (i) 2 business days after the Company's financial statements for the Fiscal Year are completed and (ii) the 2nd business day after that 90th day.
97. The "Put Interest Price" shall be calculated as follows:  If a Minority Member is exercising a Termination Put due to a termination without Cause, the Put Interest Price shall be: the greater of (i) the EBIT Price for the Fiscal Year immediately prior to the termination of such Initial Officer's employment and (ii) $200,000 multiplied by the Percentage Interest (expressed as a whole number) being put to AMIC, plus in the case of (i) and (ii) Profit Sharing attributable to such Initial Officer.  If a Minority Member is exercising a Termination Put due to a termination for Death or Disability, the Put Interest Price shall be the EBIT Price for the Fiscal Year immediately prior to the termination of such Initial Officer's employment, plus Profit Sharing attributable to such Initial Officer. Otherwise, the Put Interest Price shall be the EBIT Price for Fiscal Year 2007, plus Profit Sharing attributable to such Initial Officer.  Payment of the purchase price for the Membership Interest so purchased by AMIC shall be made by wire transfer in immediately available funds provided, however, that the portion of the Put Interest Price attributable to Profit Sharing shall not be due until 30 days after the receipt by AMIC of the cash distribution pursuant to Section 6.1 attributable to such Profit Sharing and provided, further, that at the option of AMIC, AMIC may pay the Put Interest Price by delivering to the Minority Members a promissory note or notes providing for 24 monthly payments with interest at the greater of (i) the prime rate then in effect and (ii) 4 percent per annum, compounded annually.  Such note or notes shall be secured with a pledge of the Membership Interest purchased therewith.
98. The Minority Members shall have the right to withdraw their Put Notice by delivering a notice (a "Put Withdrawal Notice") to AMIC at any time prior to the Put Closing Date.
99. Upon the purchase of a Minority Members Percentage Interest by AMIC pursuant to this Section 8.6, the Board of Directors shall cause Exhibit A to be amended to reflect such purchase and the increase in AMIC's Percentage Interest.
100. Call Rights.
101. At any time or from time to time after the earlier of (i) March 31, 2008 and (ii) the date an Initial Officer is terminated for Cause, Death or Disability or resigns his employment with the Company (a "Termination Call"), AMIC shall have a Call Right (as defined below).    In the event of a Termination Call,  AMIC shall have the right to purchase all (but not less than all) of the applicable Initial Officer Pro Rata Interest of each of the Minority Members' Membership Interest for the Call Interest Price (as defined below) for the thirty day period beginning on the date of termination of such Initial Officer's employment and ending thirty days thereafter.   After March 31, 2008, AMIC shall have the right to purchase all (but not less than all) of the Membership Interests owned by the Minority Members (each, a "Call Right") for the Call Interest Price.
102. AMIC may exercise a Call Right by delivering an irrevocable notice to the Minority Members indicating that AMIC wishes to purchase the Membership Interest specified in such notice (a "Call Notice").  The date upon which AMIC shall so advise the Minority Members is herein called the "Call Notice Date".
103. The purchase and sale of the Membership Interest pursuant to a Call Right shall be consummated on a date selected by AMIC by giving the Minority Members at least 20 days' prior written notice thereof, which date in no event shall be earlier than the date 5 days, nor later than the date 30 days, after the Call Notice Date.  AMIC shall purchase from the Minority Members, and the Minority Members shall sell to AMIC, their Membership Interest, at the Call Interest Price as of the Call Notice Date.  On the closing date, the Minority Members shall deliver to AMIC such assignment and transfer documents as are reasonably requested by AMIC to Transfer and convey the Membership Interest specified in the Call Notice.  AMIC shall deliver at the closing payment in full of the Call Interest Price, as described below, provided that if a Termination Put is triggered within 90 days after the end of a Fiscal Year, AMIC may defer payment until the earlier of (i)  2 business days after the Company's financial statements for the Fiscal Year are completed or (ii) the 2nd business day after that 90th day.
104. If AMIC is exercising a Termination Call, the Call Interest Price shall be the EBIT Price for the Fiscal Year immediately prior to the termination of such Initial Officer's employment plus Profit Sharing attributable to such Initial Officer.  Otherwise, the Call Interest Price shall be the EBIT Price for Fiscal Year 2007 plus Profit Sharing attributable to such Initial Officer.  Payment of the purchase price for the Membership Interest so purchased by AMIC shall be made by wire transfer in immediately available funds provided, however, that the portion of the Call Interest Price attributable to Profit Sharing shall not be due until 30 days after the receipt by AMIC of the cash distribution pursuant to Section 6.1 attributable to such Profit Sharing and provided, further, that at the option of AMIC, AMIC may pay the Call Interest Price by delivering to the Minority Members a promissory note or notes providing for 24 monthly payments with interest at the greater of (i) the prime rate then in effect and (ii) 4 percent per annum, compounded annually.  Such note or notes shall be secured with a pledge of the Membership Interest purchased therewith.
105. Upon the purchase of the Minority Members' Percentage Interest by AMIC pursuant to this Section 8.7, the Board of Directors shall cause Exhibit A to be amended to reflect such purchase and the increase in AMIC's Percentage Interest.

1. the Company shall have been furnished with the documents effecting such Transfer executed and acknowledged by both Transferor and Transferee, together the written agreement of the Transferee to become a party to and be bound by this Agreement, which shall be in form and substance reasonably satisfactory to the Board of Directors.
2. such Transfer shall have been made in accordance with all applicable  laws and regulations and all necessary governmental consents shall have been obtained and requirements satisfied, including without limitation, compliance with the Securities Act of 1933, as amended, and applicable state blue sky and securities laws;
3. such Transfer will not cause the Company to be treated as a "publicly traded partnership" within the meaning of Section 7704 of the Code;
4. all necessary instruments reflecting such admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members;
5. such Transfer would not, if made within the United States, be registered under the Securities Act of 1933 and will not cause the Company to be required to register as an "investment company" under the Investment Company Act of 1940.

The Board of Directors may request an opinion of counsel (which counsel shall be chosen by the non-Transferring Member but reasonably satisfactory to the Transferee) with respect to any of the foregoing or any other matters that the Board of Directors deems appropriate in respect of any such Transfer.  In addition, the Board of Directors, in its sole discretion may waive any of  the foregoing provisions.



1. Books and Records.  The books and records of the Company shall, at the cost and expense of the Company, be kept or caused to be kept by the Officers at the principal place of business of the Company.  Such books and records will be kept on the basis of a calendar year, and will reflect all Company transactions and be appropriate and adequate for conducting the Company's business.  In addition, the Officers will make reasonable efforts to prepare and furnish to each Member by March 1 of each year all information necessary for Members to prepare required tax returns.
2. Bank Accounts



1. Dissolution.  The Company shall be dissolved upon the unanimous written  consent of the Members.
2. Distribution on Dissolution
3. Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of assets pursuant to the provisions of this Section.  The Members shall appoint the Liquidating Trustee by unanimous vote. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions provided herein.
4. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Members all or any portion of the Company's assets in kind.  If any assets are to be distributed in kind, the Liquidating Trustee shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member's Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the Profit or Loss recognized thereby had been allocated to and among the Members in accordance with Article VII.
5. All assets of the Company shall be applied and distributed in the following order:
6. First, to the payment and discharge of all the Company's debts and liabilities to creditors, including liabilities to Members who are creditors, to the extent otherwise permitted by law;
7. Next, to establish such reserves as the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; and
8. Finally, to the Members in accordance with the positive balances of the Members' Capital Accounts (after such Capital Accounts have been adjusted to reflect any Profits or Losses to be allocated to the Members pursuant to Section 7.1).  The distributions set forth in this Section 10.2(c)(iii) are intended to comply with the requirement of Regulations Section 1.704-1(b)(2)(ii)(b)(2) that liquidating distributions be made in accordance with positive Capital Accounts.
9. Cancellation of Certificate



1. Title to Company Property.  All property owned by the Company, including, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually, shall have any ownership of such property.  The Company may hold any of its assets in its own name or in the name of its nominee, which nominee may be one or more Persons.
2. Severability
3. Limitation of Liability
4. Governing Law
5. Successors and Assigns
6. Waiver of Action for Partition
7. Headings
8. Counterparts
9. Entire Agreement
10. Amendment
11. Securities Law Matters
12. Notices
13. Each notice or other communication required or permitted to be given pursuant to this Agreement shall be in writing and delivered in person or by first class United States mail, postage prepaid, to the party to whom addressed or by Federal Express or other nationally known overnight courier service to the address specified below or to such other address as the party may advise the other Members as its address for notice hereunder.  The initial address for notice to the Company shall be its principal place of business as set forth in Section 2.3.  The initial addresses for notices to the Members shall be as set forth on Exhibit A.
14. All notices shall be deemed given upon the earlier to occur of: (i) the date of actual receipt;  (ii) the date of refusal of delivery; and (iii) (A) as to hand delivery, the date of delivery, (B) as to overnight courier service, the date following the deposit with the overnight courier service, and (C) as to the US Mails, three business days after depositing in the US Mails.
15. Construction
16. Arbitration
17. Waiver
18. Confidentiality



IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written.

| | VOORHEES RISK MANAGEMENT, INC.           
| | -----------------------------------------
| | By:/s/ Paul R. Pollock
Name:
Title:      
| | OLDE CITY RISK MANAGEMENT, INC.          
| | By:/s/ Frank Dalicandro
Name:
Title:     
| | AMERICAN INDEPENDENCE CORP.              
| | By:/s/ David T. Kettig
Name:
      Title:
| | INDEPENDENCE AMERICAN INSURANCE COMPANY  
| | By:/s/ David T. Kettig
Name:
      Title:





EXHIBIT A

Members



Initial Capital                          
Percentage Interests

Name
Contribution

Voorhees Risk Management, Inc.                      
Contributed Property*                         
18.5%

Plaza 1000 at Main Street, Suite 401

Voorhees, NJ 08043

Olde City Risk Management, Inc.                       
Contributed Property*                          
1.5%

Plaza 1000 at Main Street, Suite 401

Voorhees, NJ 08043

American Independence Corp.                              
$11,200,000                                      
56%

485 Madison Avenue - 14th Floor

New York, New York 10022

Attention: David T. Kettig

Independence American Insurance                           
$4,800,000                                       
24%

Company

c/o American Independence Corp.

485 Madison Avenue - 14th Floor

New York, New York 10022

Attention: David T. Kettig

___________

* as set forth on Exhibit C



EXHIBIT B

Board of Directors

David Kettig

c/o American Independence Corp.

485 Madison Avenue - 14th Floor

New York, New York 10022

Roy Thung

c/o American Independence Corp.

485 Madison Avenue - 14th Floor

New York, New York 10022

Alex Giordano

c/o American Independence Corp.

485 Madison Avenue - 14th Floor

New York, New York 10022

Teresa Herbert

c/o American Independence Corp.

485 Madison Avenue - 14th Floor

New York, New York 10022

Paul Pollock

Plaza 1000 at Main Street, Suite 401

Voorhees, NJ 08043

Michael Sebastian

Plaza 1000 at Main Street, Suite 401

Voorhees, NJ 08043

Frank Dalicandro

Plaza 1000 at Main Street, Suite 401

Voorhees, NJ 08043



EXHIBIT C

Contributed Property



*to be provided on or before March 15, 2003