Exhibit
10.8

    


    QUOTA
SHARE

    REINSURANCE
AGREEMENT

    


    between

    


    STANDARD
SECURITY LIFE INSURANCE COMPANY OF NEW YORK

    New York,
New York

    (herein
referred to as the "Company")

    


    and

    


    INDEPENDENCE
AMERICAN INSURANCE COMPANY

    F.K.A.
FIRST STANDARD SECURITY INSURANCE COMPANY

    a
Delaware corporation

    (herein
referred to as the "Reinsurer")

     

    
      
        

      

    

     

    In
consideration of the promises set forth in this Agreement, the parties agree as
follows:

    


    
      	
              Article
      I  -

            	
              SCOPE
      OF AGREEMENT

            


    

    


    As a
condition precedent to the Reinsurer's obligations under this Agreement, the
Company shall cede to the Reinsurer the business described in this Agreement,
and the Reinsurer shall accept such business as reinsurance from the
Company.

    


    This
Agreement is comprised of General Articles I through XX and the Exhibit(s)
listed below and each Exhibit which may be made a part of this
Agreement.  The terms of the General Articles and of the Exhibit(s)
shall determine the rights and obligations of the parties.  The terms
of the General Articles shall apply to each Exhibit unless specifically amended
therein.  In the event of termination of all the Exhibits made a part
of this Agreement, the General Articles shall automatically terminate when the
liability of the Reinsurer under said Exhibits ceases.

    


    EXHIBIT
A

    Business
Produced by CFE Management LLC

    


    EXHIBIT
B

    Business
Produced by Cox Insurance Group

    


    EXHIBIT
C

    Business
Produced by IndependenceCare Underwriting Services – Minneapolis
LLC

    


    EXHIBIT
D

    Business
Produced by IndependenceCare Underwriting Services – Southwest
L.L.C.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    EXHIBIT
E

    Business
Produced by National Underwriting Services

    


    EXHIBIT
F

    Business
Produced by Risk Assessment Strategies

    


    EXHIBIT
G

    Business
Produced by TRU Services LLC

    


    EXHIBIT
H

    Business
Produced by Voorhees Risk Management, LLC d.b.a. Marlton Risk Group

    


    EXHIBIT
I

    Business
Produced by Risk Based Solutions

    


    EXHIBIT
J

    Business
Produced by Majestic Underwriters, Inc.

    


    EXHIBIT
K

    Business
Produced by Medical Excess Underwriters LLC

    


    EXHIBIT
L

    Business
Produced by Medical Alliance Partnership

    


    EXHIBIT
M

    Business
Produced by IndependenceCare Underwriting Services – Tennessee LLC

    


    EXHIBIT
N

    Business
Produced by Olde City Underwriters

    


    EXHIBIT
O

    Business
Produced by ASG Risk Management, Inc.

    


    EXHIBIT
P

    Business
Produced by J.B. Murphy Associates LLC

    


    EXHIBIT
Q

    Business
Providing Benefits under the New York State Disability Benefits Law

    


    EXHIBIT
R

    Business
Produced by Niagara Re, Inc.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    EXHIBIT
S

    Business
Produced by the Company

    


    EXHIBIT
T

    Business
Produced by Cap Risk LLC

    


    EXHIBIT
U

    Business
Produced by Paradigm Insurance Group, Inc.

    


    EXHIBIT
V

    Business
Produced by Insurers Administrative Corporation

    


    EXHIBIT
W

    Business
Produced by Health Plan Administrators, Inc.

    


    EXHIBIT
X

    Business
Produced by Fringe Insurance Benefits, Inc.

    


    EXHIBIT
Y

    Business
Produced by Employers Direct Health, Inc.

    


    EXHIBIT
Z

    Business
Produced by Phoenix Excess Risk Underwriters, LLC

    


    EXHIBIT
AA

    Business
Produced by EyeMed VISION CARE, LLC

    


    EXHIBIT
BB

    Business
Produced by Group Benefit Services, Inc.

    


    EXHIBIT
CC

    Business
Produced by Insurance Mass Marketing Systems, Inc.

    


    EXHIBIT
DD

    Business
Produced by Alliance Underwriters, LLC

    


    
      	
              Article
      II  -

            	
              PARTIES
      TO THE AGREEMENT

            


    

    


    This
Agreement is solely between the Company and the
Reinsurer.  Performance of the obligations of each party under this
Agreement shall be rendered solely to the other party. However, if the Company
becomes insolvent, the liability of the Reinsurer shall be modified to the
extent set forth in the article entitled INSOLVENCY OF THE
COMPANY.  In no instance shall any insured of the Company or any
claimant against an insured of the Company have any rights under this
Agreement.  This Agreement shall be binding upon the parties hereto,
their heirs and successors, if any.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      
        	
                Article
      III  -

              	
                BASIS
      OF REINSURANCE

              


      

    

    


    Automatic
reinsurance as provided in this Agreement shall apply to benefits payable under
all Policies issued according to the rates and underwriting rules in use by the
Company and approved by the Reinsurer.  Any subsequent modifications
must be acceptable to both the Company and the Reinsurer.

    


    Subject
to any limitations listed in this Article, the liabilities of the Reinsurer to
the Company shall be determined in accordance with the Company's original
Policies issued in connection with the coverage giving rise to
reinsurance.  Upon request, the Company shall furnish the Reinsurer
with a copy of the Policies under which reinsurance may be ceded under this
Agreement.  The Company shall advise the Reinsurer of any changes in
such Policy form that would increase or adversely affect the Reinsurer's
liability.  The Reinsurer's approval shall be required before any such
changes take effect.  The Reinsurer shall have the right to accept or
exclude the change from coverage under the terms and conditions of this
Agreement.  However, the Reinsurer must provide coverage and may not
disapprove a change in such Policy form if such change is required for the
Company to comply with legal requirements.

    


    The
Company will have final underwriting and binding authority on all business
produced and covered hereunder.

    


    
      	
              Article
      IV  -

            	
              GENERAL
      DEFINITIONS

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      term “Policy” or “Policies” shall mean aggregate and specific stop loss
      insurance, provider excess insurance, and any other contracts issued to
      managed care organizations.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      term “Agreement Year” shall have the meaning set forth in the applicable
      Exhibit.

            


    

    


    
      	
              Article
      V  -

            	
              TERRITORY

            


    

    


    This
Agreement shall only apply to Policies issued to insureds domiciled in the
United States of America, its territories and possessions, Puerto Rico, and the
District of Columbia.

    


    
      	
              Article
      VI  -

            	
              REINSURANCE
      PREMIUM REPORTS AND REMITTANCES

            


    

    


    The
monthly reinsurance premium due the Reinsurer for reinsurance provided under
this Agreement shall be as set forth in the section entitled REINSURANCE PREMIUM
of each Exhibit attached hereto. The Reinsurer’s proportionate share of the
Gross Collected Premium shall equal the fixed proportion percentage as indicated
in Section 4 of each Exhibit.

    


    Within 60
days after the end of each month, the Company shall report the premium due the
Reinsurer, segregated by Exhibit and by Agreement Year.  The premium
due the Reinsurer shall be submitted with this report.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      
        	
                ArticleVII 
      -

              	
                ACCOUNTS
      AND SETTLEMENTS

              


      

    

    


    The
Company will furnish the Reinsurer with a summary account within 60 days after
the close of each month showing, for each Exhibit and each Agreement
Year:

    


    
      	
               
      

            	
              (a)

            	
              Gross Written
      Premium

            


    

    


    Premium
for the business reinsured by the applicable Exhibit as stated in the
Policy;

    


    
      	
               
      

            	
              (b)

            	
              Gross Collected
      Premium

            


    

    


    Gross
Written Premium remitted to the Company to date;

    


    
      	
               
      

            	
              (c)

            	
              Return
      Premium

            


    

    


    Any
premium returned to the employer group excluding premium refund.

    


    
      	
               
      

            	
              (d)

            	
              Net Risk
      Premium

            


    

    


    Gross
Collected Premium less all Return Premium less ceding allowance.

    


    
      	
               
      

            	
              (e)

            	
              Company
    Fee

            


    

    


    Fee on
Gross Collected Premium collected for each Agreement Year;

    


    
      	
               
      

            	
              (f)

            	
              Losses and Loss Adjustment
      Expenses

            


    

    


    Losses
and loss adjustment expenses paid by the Company;

    


    
      	
               
      

            	
              (g)

            	
              Claims Fund
      Balances

            


    

    


    Net Risk
Premium withheld for the funding of losses between monthly settlement periods in
accordance with the section entitled CLAIMS FUND of the applicable
Exhibit;

    


    
      	
               
      

            	
              (h)

            	
              Incurred
      Losses

            


    

    


    Losses
and Loss Adjustment Expenses plus Loss Development Reserves plus Outstanding
Loss Reserves.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (i)

            	
              Interest Earned on Claims
      Fund

            


    

    


    Investment
income credited to the Reinsurer by the Company for its proportional share of
case balances held by the Company in accordance with the section entitled CLAIMS
FUND of the applicable Exhibit.  For purposes of this Agreement,
interest income will be determined by the actual interest earned on the
account;

    


    
      	
               
      

            	
              (j)

            	
              Loss Development
      Reserves

            


    

    


    Reserves,
including incurred but not reported losses for the current Agreement
Year;

    


    
      	
               
      

            	
              (k)

            	
              Outstanding Loss
      Reserves

            


    

    


    
      	
               
      

            	
              Reserves
      for losses in the course of settlement and pended for the current
      Agreement Year;

            


    

    


    In
addition, the Company shall furnish such other information as may be required by
the Reinsurer for the completion of the Reinsurer's monthly and annual
statements.

    


    
      
        	
                Article
      VIII  - 

              	
                RESERVED

              


      

    

    


    
      	
              Article
      IX  -

            	
              CLAIMS

            


    

    


    All
claims paid by the Company within the terms of its Policies, and otherwise
within the terms of this Agreement, shall be binding upon the Reinsurer, and the
Reinsurer agrees to pay its proportion of each such claim in accordance with the
provisions of the applicable Exhibit, and strictly subject to the terms and
conditions of this Agreement.

    


    In the
event of a claim against a Policy reinsured hereunder, the Reinsurer shall be
liable for a share of claims adjustment expenses incurred by the Company in
connection therewith proportionate to the Reinsurer's share of the loss
(including litigation expenses and interest on judgments, but not including
office expenses or salaries of the Company's regular employees).

    


    Recoveries
from subrogation, coordination of benefits, or similar means other than
recoveries from underlying quota share reinsurance the Company may purchase on
the amount it retains under this Agreement, shall first be deducted in
determining the amount of loss subject to this Agreement.

    


    In no
event, except as for in the following sentence, shall the Reinsurer participate
in ex gratia payments made by the Company.  The Company shall notify
the Reinsurer of its intent to make an ex gratia payment as soon as
practical.  The Reinsurer then has the obligation to notify the
Company, in writing, of its decision to concur or not concur in the Company's
intention.  If the Reinsurer concurs with the Company's intention,
100% of the ex gratia payment shall be considered a subject loss hereunder, and
payment thereof will be shared by the Company and the Reinsurer in the
proportions which govern this Agreement.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
              Article
      X  -

            	
              CLAIMS
      AUDIT

            


    

    


    The
Company and the Reinsurer may, at any time, elect to appoint an independent
auditor. This appointment shall be subject to approval by the
Reinsurer.  Upon approval, the Reinsurer agrees to pay its
proportionate share of the cost of such audit as well as its proportionate share
of the final claim.

    


    In the
event that a claim may be recoverable hereon and the Company does not elect to
appoint an independent auditor, the Reinsurer reserves the right to appoint an
independent auditor to investigate the potential claim.  Should the
Reinsurer appoint an independent auditor, all costs of this audit shall be borne
by the Reinsurer.  The Company agrees that the amount of any claim
subsequently recovered upon shall be based entirely on the audited figures
irrespective of whether or not the independent auditor has reduced the initial
claim.

    


    
      	
              Article
      XI  -

            	
              OFFSET

            


    

    


    The
Company or the Reinsurer shall have, and may exercise at any time and from time
to time, the right to offset any balance or balances, whether on account of
premiums or on account of losses or otherwise, due from one party to the other
under the terms of this Agreement or, in the event of the Insolvency of the
Company.  However, in the event of the insolvency of either party
hereto, offset will only be allowed in accordance with applicable state
law.

    


    
      	
              Article
      XII  -

            	
              INSPECTION
      OF RECORDS

            


    

    


    The
Company shall allow the Reinsurer to inspect, at reasonable times, the records
of the Company relevant to the business reinsured under this Agreement,
including the Company's files concerning claims, losses, or legal proceedings
which involve or are likely to involve the Reinsurer.  The Reinsurer's
right of inspection shall continue after the termination of this
Agreement.

    


    
      
        	
                Article
      XIII  - 

              	
                EXTRA
      CONTRACTUAL OBLIGATIONS

              


      

    

    


    In no
event, except as for in the following paragraph, shall the Reinsurer participate
in punitive or compensatory damages or statutory penalties (hereinafter called
"Extra Contractual Obligations") which are awarded against the Company as a
result of an act, omission, or course of conduct committed by or on behalf of
the Company in connection with the insurance reinsured under this
Agreement.

    


    The
Company shall notify the Reinsurer of any impending claim likely to involve
Extra Contractual Obligations as soon as practical after the Company has been
notified of such claim, and such notification shall include a suggested course
of action or inaction for the Reinsurer's review.  The Reinsurer then
has the obligation to notify the Company, in writing, of its decision to concur
or not concur in the Company's suggested actions to be taken, or not
taken.  If the Reinsurer concurs with the Company's action, 100% of
the Extra Contractual Obligations shall be added to the Company's loss, if any,
under the Policy involved, and payment of such awarded damages will be shared by
the Company and the Reinsurer in the proportions which govern this
Agreement.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    The
Company shall not participate in extra-contractual damages which are awarded as
a result of an act, omission, or course of conduct committed solely by the
Reinsurer in connection with the insurance reinsured under this
Agreement.

    


    For
purposes of this provision, the following definitions shall apply:

    


    
      	
               
      

            	
              (a)

            	
              "Punitive
      damages" are those damages awarded as a penalty, the amount of which is
      not governed nor fixed by statute.

            


    

    


    
      	
               
      

            	
              (b)

            	
              "Statutory
      penalties" are those amounts which are awarded as a penalty but fixed in
      amount by statute.

            


    

    


    
      	
               
      

            	
              (c)

            	
              "Compensatory
      damages" are those amounts awarded to compensate for the actual damages
      sustained and are not awarded as a penalty nor fixed in amount by
      statute.

            


    

    


    The
language of this Article shall be deemed effective only as and to the extent
permitted by the law of any applicable jurisdiction.

    


    An Extra
Contractual Obligation shall be deemed to have occurred on the same date as the
loss covered or alleged to be covered under the Policy.

    


    Notwithstanding
anything stated herein, this Agreement shall not apply to any Extra Contractual
Obligation incurred by the Company as a result of any fraudulent and/or criminal
act by a member of the board of directors, or by any officer, director or other
employee of the Company acting individually or collectively or in collusion with
any individual or corporation or any other organization or party involved in the
presentation, defense, or settlement of any claim covered
hereunder.

    


    
      
        	
                Article
      XIV  - 

              	
                ERRORS
      AND OMISSIONS

              


      

    

    


    Inadvertent
delays, errors or omissions made in connection with this Agreement or any
transaction hereunder shall not relieve either party from any liability which
would have attached had such delay, error or omission not occurred, provided
always that such delay, error or omission will be rectified as soon as possible
after discovery.

    


    
      	
              Article
      XV  -

            	
              CURRENCY

            


    

    


    All
retentions and limits hereunder are expressed in United States dollars and all
premium and loss payments shall be made in United States currency.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      
        	
                Article
      XVI  - 

              	
                INSOLVENCY
      OF THE COMPANY

              


      

    

    


    In the
event of Insolvency of the Company, all reinsurance made, ceded, renewed or
otherwise becoming effective under this Agreement shall be payable by the
Reinsurer directly to the Company or to its liquidator, receiver, or statutory
successor on the basis of the liability on the Company under the Policy or
Policies reinsured without diminution because of  the insolvency of
the Company.  It is understood, however that in the event of the
insolvency of the Company, the liquidator  or receiver or statutory
successor of the insolvent Company shall given written notice of the pendency of
such claim the Reinsurer may investigate such claim and interpose, at its own
expense, in the proceeding where such claim is to be adjudicated any defense or
defenses which it may deem available to the Company or its liquidator or
statutory successor.

    


    
      
        	
                Article
      XVII  - 

              	
                ARBITRATION

              


      

    

    


    All
unresolved differences of opinion between the Company and the Reinsurer relating
to this Agreement, including its formation and validity, shall be submitted to
arbitration consisting of one arbitrator chosen by the Company, one arbitrator
chosen by the Reinsurer, and a third arbitrator chosen by the first two
arbitrators.

    


    The party
demanding arbitration shall communicate its demand for arbitration to the other
party by registered or certified mail, identifying the nature of the dispute and
the name of its arbitrator, and the other party shall then be bound to name its
arbitrator within 60 days after receipt of the demand.

    


    Failure
or refusal of the other party to so name its arbitrator shall empower the
demanding party to name the second arbitrator.  If the first two
arbitrators are unable to agree upon a third arbitrator after the second
arbitrator is named, each arbitrator shall name three candidates, two of whom
shall be declined by the other arbitrator, and the choice shall be made between
the two remaining candidates by drawing lots.  The arbitrators shall
be impartial and shall be active or retired officers of life and/or health
insurance or reinsurance companies.

    


    The
arbitrators shall adopt their own rules and procedures and are relieved from
judicial formalities.  In addition to considering the rules of law and
the customs and practices of the insurance and reinsurance business, the
arbitrators shall make their award with a view to effecting the intent of this
Agreement.

    


    The
decision of the majority of the arbitrators shall be in writing and shall be
final and binding upon the parties.

    


    Each
party shall bear the cost of its own arbitrator and shall jointly and equally
bear with the other party the expense of the third arbitrator and other costs of
the arbitration.  In the event both arbitrators are chosen by one
party, the fees of all arbitrators shall be equally divided between the
parties.

    


    The
arbitration shall be held in New York at the times agreed upon by the
arbitrators.

    


    
      
        	
                Article
      XVIII  - 

              	
                SEVERABILITY

              


      

    

    


    If any
part, term, or provision of this Agreement shall be held void, illegal, or
unenforceable, the validity of the remaining portion or portions shall not be
affected thereby.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      
        	
                Article
      XIX  -

              	
                CONFIDENTIALITY

              


      

    

    


    Except as
otherwise provided herein, the Company and the Reinsurer each agree that all
information communicated to it by the other, whether before the effective date
or during the term of this Agreement, shall be used only for purposes of this
Agreement, shall be received in strict confidence, and that no such information
shall be disclosed by the recipient party, its agent or employees without the
prior written consent of the other party.  Each party agrees to take
all reasonable precautions to prevent the disclosure to outside parties of such
information, except as may be necessary by reason of legal, accounting or
regulatory requirements beyond the reasonable control of the Company or the
Reinsurer as the case may be and except for disclosure to the Reinsurer's
retrocessionaires.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed in
duplicate,

    


    this 11th
day of  November, 2007.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                STANDARD
      SECURITY LIFE INSURANCE

                              
	 
      	
                                COMPANY
      OF NEW YORK

                              
	 
      	 
      
	 	

                                /s/
      David T.
      Kettig

                              	      
      


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        	
                Attest:

              	
                /s/ Alison
  Galante

              


      

    

    


    and this
11th day of  November, 2007.

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            INDEPENDENCE
      AMERICAN INSURANCE

                          
	 
      	
                            COMPANY

                          
	 
      	
                            F.K.A
      FIRST STANDARD SECURITY

                          
	 
      	
                            INSURANCE
      COMPANY

                          
	 
      	 
      	 
	 
      	
                            /s/ David T. Kettig

                          	 


                  

                

              

            

          

        

      

    

    


    
      
        	
                Attest:

              	
                /s/ Alison
  Galante

              


      

    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    EXHIBIT
A

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

     

    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by CFE Management LLC.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
January 1st through December 31st.  The first Agreement Year under
this Agreement shall be the period from January 1, 2002 through December 31,
2002.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2002,
and remain in force for until December 31, 2014, but the Reinsurer shall have
the right to terminate this Exhibit as of December 31, 2002 or any December 31
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

     

    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/02 to 12/31/02 5%, 1/1/03 to
12/31/03 15%]

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

     

    EXHIBIT
B

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

     

    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Cox Insurance Group.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
January 1st through December 31st.  The first Agreement Year under
this Agreement shall be the period from January 1, 2002 through December 31,
2002.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2002,
and remain in force for until December 31, 2014, but the Reinsurer shall have
the right to terminate this Exhibit as of December 31, 2002 or any December 31
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    

     

    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/02 to 12/31/02 5%, 1/1/03 to
12/31/04 15%, 1/1/05 to 12/31/07 25%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.

     

    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    

     

    EXHIBIT
C

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

     

    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by IndependenceCare Underwriting Services –
Minneapolis LLC.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
January 1st through December 31st.  The first Agreement Year under
this Agreement shall be the period from January 1, 2002 through December 31,
2002.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2002,
and remain in force for until December 31, 2014, but the Reinsurer shall have
the right to terminate this Exhibit as of December 31, 2002 or any December 31
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    

     

    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/02 to 12/31/02 10%, 1/1/03 to
12/31/04 15%, 1/1/05 to 12/31/06 25%, 1/1/08 to12/31/09 30%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.

     

    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

     

    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by IndependenceCare Underwriting Services – Southwest
L.L.C.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
January 1st through December 31st.  The first Agreement Year under
this Agreement shall be the period from January 1, 2002 through December 31,
2002.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2002,
and remain in force until December 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of December 31, 2002 or any December 31
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        D-1

        
          

        

      

      
         


      

    

     

    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/02 to 12/31/02 10%, 1/1/03 to
12/31/04 15%, 1/1/05 to 12/31/06 25%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        D-2

        
          

        

      

      
         


      

    

     

    EXHIBIT
E

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

     

    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by National Underwriting Services, Inc.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
January 1st through December 31st.  The first Agreement Year under
this Agreement shall be the period from January 1, 2002 through December 31,
2002.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2002,
and remain in force until December 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of December 31, 2002 or any December 31
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.

     

    
      
         


      

      
        E-1

        
          

        

      

      
         


      

    

     

    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/02 to 12/31/02 5%, 1/1/03 to
12/31/04 15%, 1/1/05 to 12/31/08 25%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        E-2

        
          

        

      

      
         


      

    

     

    EXHIBIT
F

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

     

    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Risk Assessment Strategies.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
January 1st through December 31st.  The first Agreement Year under
this Agreement shall be the period from January 1, 2002 through December 31,
2002.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2002,
and remain in force for until December 31, 2014, but the Reinsurer shall have
the right to terminate this Exhibit as of December 31, 2002 or any December 31
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        F-1

        
          

        

      

      
         


      

    

     

    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/02 to 12/31/02 5%, 1/1/03 to
12/31/03 15%, 1/1/04 to 12/31/04 25%, 1/1/05 to 12/31/05 28%, 1/1/06 to 12/31/11
30%; (except for business produced on behalf of Peoples Benefit Life Insurance
Company which proportion shall be 20% effective 7/1/02 to 12/31/04, 23%
effective 1/1/05 to 12/31/11)].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        F-2

        
          

        

      

      
         


      

    

     

    EXHIBIT
G

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

     

    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by TRU Services LLC.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
January 1st through December 31st.  The first Agreement Year under
this Agreement shall be the period from January 1, 2002 through December 31,
2002.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2002,
and remain in force until December 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of December 31, 2002 or any December 31
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        G-1

        
          

        

      

      
         


      

    

     

    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/02 to 12/31/02 5%, 1/1/03 to
12/31/11 15% (except for business produced on behalf of Blue Shield of
California which proportion shall be 11.25% effective 1/1/07 to 12/31/07, and
10%, effective 1/1/08 to 8/31/09].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        G-2

        
          

        

      

      
         


      

    

     

    EXHIBIT
H

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

     

    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Voorhees Risk Management, LLC d.b.a. Marlton Risk
Group, Inc.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
January 1st through December 31st.  The first Agreement Year under
this Agreement shall be the period from March 1, 2002 through February 28, 2003.
The second Agreement Year under this Exhibit shall be the period from March 1,
2003 to December 31, 2003.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on March 1, 2002,
and remain in force until December 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of December 31, 2003 or any December 31st
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        H-1

        
          

        

      

      
         


      

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [3/1/02 to 2/28/03 12.50%, 3/1/03 to
12/31/04 15%, 1/1/05 to 12/31/11 30% (except for business produced on behalf of
Peoples Benefit Life Insurance Company which proportion shall be 15% effective
9/1/02 to 8/31/03.  For business produced by Fidelity Security Life
Insurance Company such proportion shall be 15% effective 9/1/02 to
8/31/03].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

     

    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.

     

    
      
         


      

      
        H-2

        
          

        

      

      
         


      

    

     

    EXHIBIT  I

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

     

    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Risk Based Solutions.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each July
1st through June 30th.  The first Agreement Year under this Agreement
shall be the period from July 1, 2002 through June 30, 2003.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on July 1, 2002, and
remain in force until June 30, 2014, but the Reinsurer shall have the right to
terminate this Exhibit as of June 30, 2003 or any June 30th thereafter by giving
at least 90 days written notice by certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        I-1

        
          

        

      

      
         


      

    

     

    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [7/1/02 to 6/30/04 15%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        I-2

        
          

        

      

      
         


      

    

     

    EXHIBIT  J

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

     

    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Majestic Underwriters, Inc.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing
each  July 1st  through
June 30th
..  The first Agreement Year under this Agreement shall be the period
from  July 1, 2002 through June 30, 2003.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on July 1, 2002, and
remain in force until December  31, 2014, but the Reinsurer shall have
the right to terminate this Exhibit as of  June 30, 2003 or at
any  December 31st  thereafter by giving at least 90 days
written notice by certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        J-1

        
          

        

      

      
         


      

    

     

    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [7/1/02 to 6/30/05 15%, 7/1/05 to
12/31/11 20%, except for business produced by TIG Insurance Company which
proportion shall be 15% effective 1/1/02 to 12/31/02].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        J-2

        
          

        

      

      
         


      

    

     

    EXHIBIT  K

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      



    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Medical Excess Underwriters, LLC.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
February 1st through January 31st.  The first Agreement Year under
this Agreement shall be the period from February 1, 2002 through January 31,
2003.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on February 1, 2002,
and remain in force until January 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of January 31, 2003 or any January 31
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        K-1

        
          

        

      

      
         


      

    

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [2/1/02 to 1/31/03 5%, 2/1/03 to 12/31/06
15%]

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        K-2

        
          

        

      

      
         


      

    


    EXHIBIT  L

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

    
 

    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Medical Alliance Partnership.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
January 1st through December 31st.  The first Agreement Year under
this Agreement shall be the period from January 1, 2002 through December 31,
2002.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2002,
and remain in force until January 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of December 31, 2002 or any December 31
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        L-1

        
          

        

      

      
         


      

    

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/02 to 12/31/02 5%, 1/1/03 to
12/31/04 15%, 1/1/05 to 12/31/06 25%]

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        L-2

        
          

        

      

      
         


      

    


    EXHIBIT  M

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

    


    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by IndependenceCare Underwriting Services - Tennessee
LLC.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
January 1st through December 31st.  The first Agreement Year under
this Agreement shall be the period from January 1, 2002 through December 31,
2002.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2002,
and remain in force until December 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of December 31, 2002 or any December 31
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        M-1

        
          

        

      

      
         


      

    

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/02 to 12/31/02 10%, 1/1/03 to
12/31/04 15%, 1/1/05 to 12/31/07 25%]

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        M-2

        
          

        

      

      
         


      

    


    EXHIBIT  N

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

    


    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Olde City Underwriters.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each March
1st through February 28th (February 29th in leap years).  The first
Agreement Year under this Agreement shall be defined as the period from March 1,
2002 through February 28, 2003.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on March 1, 2002,
and remain in force until February 28, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of February 28, 2003 or any February
28th  (or February 29th in leap years) thereafter by giving at least
90 days written notice by certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        N-1

        
          

        

      

      
         


      

    

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [3/1/02 to 2/28/03 12.5%]

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        N-2

        
          

        

      

      
         


      

    


    EXHIBIT  O

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

    


    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by ASG Risk Management, Inc.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
June1st through May 31st.  The first Agreement Year under this
Agreement shall be defined as the period from June 1, 2004 through May 31,
2005.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on June 1, 2004, and
remain in force until May 31, 2014, but the Reinsurer shall have the right to
terminate this Exhibit as of May 31, 2005 or any May 31st thereafter by giving
at least 90 days written notice by certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        O-1

        
          

        

      

      
         


      

    

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [6/1/04 to 5/31/09 20%]

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        O-2

        
          

        

      

      
         


      

    


    EXHIBIT  P

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

    


    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by J. B. Murphy Associates LLC.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each May
1st through April 30th.  The first Agreement Year under this Agreement
shall be defined as the period from May 1, 2004 through April 30,
2005.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on May 1, 2004, and
remain in force until December  31, 2014, but the Reinsurer shall have
the right to terminate this Exhibit as of any December 31st thereafter by giving
at least 90 days written notice by certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        P-1

        
          

        

      

      
         


      

    

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [5/1/04 to 12/31/09 30%]

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        P-2

        
          

        

      

      
         


      

    


    EXHIBIT  Q

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

    


    Notwithstanding
anything in the Agreement to the contrary, the following shall apply to business
subject to this Exhibit.

    


    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company’s liability in connection with
policies providing benefits under the New York State Disability Benefits
Law.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    
      	
               
      

            	
              (a)

            	
              The
      term “Agreement Year” shall mean the twelve consecutive months commencing
      each July 1st through June 30th.  The first Agreement Year under
      this Agreement shall be defined as the period from July 1, 2004 through
      June 30, 2005.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      term “Policy” or “Policies” shall mean policies covering benefits under
      the New York State Disability Benefits Law
  (“DBL”).

            


    

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on July 1, 2004, and
remain in force until June 30, 2014, but the Reinsurer shall have the right to
terminate this Exhibit as of June 30, 2005 or any June 30th thereafter by giving
at least 90 days written notice by certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        Q-1

        
          

        

      

      
         


      

    

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    On a
quarterly basis, the Reinsurer obligates itself to accept a [up to 50%] quota
share cession of all incurred losses, including Incurred But Not Reported (IBNR)
claims, and any adjustments made thereto as determined by the Company for
business covered herein as follows: [7/1/04 to 6/30/12 20%].  Within
15 days following the end of each quarter, the Company will supply the Reinsurer
with a report showing the incurred losses and IBNR to date.

    


    Section
5 – ACCOUNTS AND SETTLEMENTS

    


    The
Company will furnish the Reinsurer with a summary account within 15 days after
the close of each month showing:

    


    
      	
               
      

            	
              (a)

            	
              Gross Collected
      Premium

            


    

    


    Gross
Premium remitted to the Company to date;

    


    
      	
               
      

            	
              (b)

            	
              Incurred
      Losses

            


    

    


    Losses
and Loss Adjustment Expenses plus Loss Development Reserves plus Outstanding
Loss Reserves.

    


    
      	
               
      

            	
              (d)

            	
              Loss Development
      Reserves

            


    

    


    Reserves,
including incurred but not reported losses for the current Agreement
Year;

    


    
      	
               
      

            	
              (e)

            	
              Outstanding Loss
      Reserves

            


    

    


    
      	
               
      

            	
              Reserves
      for losses in the course of settlement and pended for the current
      Agreement Year;

            


    

    


    In
addition, the Company shall furnish such other information as may be required by
the Reinsurer for the completion of the Reinsurer's monthly and annual
statements.


    
      
         


      

      
        Q-2

        
          

        

      

      
         


      

    

    


    Section
6  -  REINSURANCE PREMIUM, REPORTS

    


    This
Section 6 amends in its entirety Article VI – Reinsurance Premium Reports and
Remittances.

    


    On a
quarterly basis, the Company shall pay to the Reinsurer its quota share of the
premium collected for the business covered herein.  In addition, the
Company shall report to the Reinsurer all premiums that are due but not yet
collected.  Within 15 days following the end of each quarter, the
Company will supply the Reinsurer with a report showing all premium collected as
well as all premium due.

    


    Section
7  -  CEDING ALLOWANCE

    


    The
Reinsurer shall allow the sum of (i) a ceding allowance to the Company of no
more than 7% of Gross Collected Premium, (ii) taxes and assessments of 4% of
Gross Collected Premium (or actual if higher) and (iii) actual Producer
commissions paid by the Company.


    
      
         


      

      
        Q-3

        
          

        

      

      
         


      

    


    EXHIBIT  R

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

    


    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Niagara Re, Inc.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
January 1st through December 31st.  The first Agreement Year under
this Agreement shall be defined as the period from January 1, 2005 through
December 31, 2005.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2005,
and remain in force until December 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of December 31, 2005 or any December 31st
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        R-1

        
          

        

      

      
         


      

    

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/05 to 12/31/09 25%]

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        R-2

        
          

        

      

      
         


      

    


    EXHIBIT  S

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

    


    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by the Company.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
January 1st through December 31st.  The first Agreement Year under
this Agreement shall be defined as the period from January 1, 2005 through
December 31, 2005.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2005,
and remain in force until December 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of December 31, 2005 or any December 31st
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        S-1

        
          

        

      

      
         


      

    

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/05 to 12/31/06 25%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        S-2

        
          

        

      

      
         


      

    


    EXHIBIT  T

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

    


    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by the Cap Risk LLC.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each April
1st through December 31st.  The first Agreement Year under this
Agreement shall be defined as the period from April 1, 2002 through March 31,
2003.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on April 1, 2002,
and remain in force until December 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of December 31, 2005 or any December 31st
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        T-1

        
          

        

      

      
         


      

    

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [4/1/02 to 3/31/03 10%, 4/1/03 to
12/31/06 15%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        T-2

        
          

        

      

      
         


      

    

    


    EXHIBIT  U

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

    


    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by the Paradigm Insurance Group, Inc.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each April
1st through March 31st.  The first Agreement Year under this Agreement
shall be defined as the period from April 1, 2002 through March 31,
2003.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on April 1, 2002,
and remain in force until December 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of the end of any Agreement Year thereafter
by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        U-1

        
          

        

      

      
         


      

    

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [4/1/02 to 2/28/03 15%, 3/1/03 to 2/29/04
20%] .

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        U-2

        
          

        

      

      
         


      

    


    EXHIBIT
V

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

    


    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business produced by Insurers Administrative Corporation.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    (a)           The
term “Agreement Year” shall mean such period as the parties may from time to
time determine; provided the first Agreement Year under this Agreement shall be
the period from January 1, 2005 through December 31, 2005.

    


    (b)           The
term “Policy” or “Policies” shall mean policies providing employer small group
major medical benefits.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2005,
and remain in force until December  31, 2014, but the Reinsurer shall
have the right to terminate this Exhibit as of the end of any Agreement
Year  thereafter by giving at least 90 days written notice by
certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the


    
      
         


      

      
        V-1

        
          

        

      

      
         


      

    


    Company
under the terminated Policy not to extend beyond the contractual obligations of
such Policy.

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/05 to 12/31/11 10% (except for (1)
MUST I business which proportion shall be 15% effective 1/1/09 to 12/31/11, and
(2) business produced by Companion Life Insurance Company which proportion shall
be 5% effective 1/1/06 to 12/30/11)].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.


    
      
         


      

      
        V-2

        
          

        

      

      
         


      

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all dividends, commissions and taxes and all other
expenses of whatever nature, except loss adjustment expenses.


    
      
         


      

      
        V-3

        
          

        

      

      
         


      

    

    


    EXHIBIT
W

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

    


    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Health Plans Administrators, Inc.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    (a)           The
term “Agreement Year” shall mean such period as the parties may from time to
time determine; provided the first Agreement Year under this Agreement shall be
the period from March 1, 2005 through February 28, 2006.

    


    (b)           The
term “Policy” or “Policies” shall mean policies providing individual short term
major medical benefits.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on March 1, 2005,
and remain in force until February  28, 2014, but the Reinsurer shall
have the right to terminate this Exhibit as of the end of any Agreement
Year  thereafter by giving at least 90 days written notice by
certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the


    
      
         


      

      
        W-1

        
          

        

      

      
         


      

    


    Company
under the terminated Policy not to extend beyond the contractual obligations of
such Policy.

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [3/1/05 to 12/31/11 10%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all dividends, commissions and taxes and all other
expenses of whatever nature, except loss adjustment expenses.


    
      
         


      

      
        W-2

        
          

        

      

      
         


      

    

    


    EXHIBIT
X

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

     

    
      
        

      

    

    


    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Fringe Insurance Benefits, Inc.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    (a)           The
term “Agreement Year” shall mean such period as the parties may from time to
time determine; provided the first Agreement Year under this Agreement shall be
the period from July 1, 2006 through December 31, 2008.

    


    (b)           The
term “Policy” or “Policies” shall mean policies providing group limited benefit
medical benefits.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on July 1, 2006, and
remain in force until December 31, 2014, but the Reinsurer shall have the right
to terminate this Exhibit as of the end of any Agreement
Year  thereafter by giving at least 90 days written notice by
certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the


    
      
         


      

      
        X-1

        
          

        

      

      
         


      

    


    Company
under the terminated Policy not to extend beyond the contractual obligations of
such Policy.

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [7/1/06 to 12/31/11 10%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all dividends, commissions and taxes and all other
expenses of whatever nature, except loss adjustment expenses.


    
      
         


      

      
        X-2

        
          

        

      

      
         


      

    

    


    EXHIBIT
Y

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

    


    
      
        

      



    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Employers Direct Health, Inc.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    (a)           The
term “Agreement Year” shall mean such period as the parties may from time to
time determine; provided the first Agreement Year under this Agreement shall be
the period from June  1, 2006 through December 31, 2006.

    


    (b)           The
term “Policy” or “Policies” shall mean policies providing group limited benefit
medical benefits, aggregate and specific stop loss insurance, provider excess
insurance, and any other contracts issued to managed care
organizations.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on June 1, 2006, and
remain in force until December  31, 2014, but the Reinsurer shall have
the right to terminate this Exhibit as of the end of any Agreement
Year  thereafter by giving at least 90 days written notice by
certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        Y-1

        
          

        

      

      
         


      

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [10/1/07 to 12/31/11 50%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all dividends, commissions and taxes and all other
expenses of whatever nature, except loss adjustment expenses.

     

    
      
         


      

      
        Y-2

        
          

        

      

      
         


      

    


    EXHIBIT  Z

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

    


    
      
        

      



    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by the Phoenix Excess Risk Underwriters,
LLC.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean the twelve consecutive months commencing each
January 1st through December 31st.  The first Agreement Year under
this Agreement shall be defined as the period from January 1, 2006 through
December 31, 2006.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2006,
and remain in force until December 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of December 31, 2006 or any December 31st
thereafter by giving at least 90 days written notice by certified or registered
mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        Z-1

        
          

        

      

      
         


      

    

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/06 to 12/31/11 15%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all commissions and taxes and all other expenses of
whatever nature, except loss adjustment expenses.


    
      
         


      

      
        Z-2

        
          

        

      

      
         


      

    


    EXHIBIT
AA

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

    


    
      
        

      



    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by EyeMed VISION CARE, LLC.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    (a)           The
term “Agreement Year” shall mean such period as the parties may from time to
time determine; provided the first Agreement Year under this Agreement shall be
the period from August 1, 2006 through December 31, 2007.

    


    (b)           The
term “Policy” or “Policies” shall mean policies providing group vision care
benefits.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on August 1, 2006,
and remain in force until December 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of the end of any Agreement
Year  thereafter by giving at least 90 days written notice by
certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        AA-1

        
          

        

      

      
         


      

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [8/1/06 to 12/31/11 5%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all dividends, commissions and taxes and all other
expenses of whatever nature, except loss adjustment expenses.

     

    
      
         


      

      
        AA-2

        
          

        

      

      
         


      

    


    EXHIBIT
BB

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

    


    
      
        

      



    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Group Benefit Services, Inc.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean such period as the parties may from time to time
determine; provided the first Agreement Year under this Agreement shall be the
period from April 1, 2008 through April 1, 2009.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on April 1, 2008,
and remain in force until April 1, 2009, but the Reinsurer shall have the right
to terminate this Exhibit as of the end of any Agreement
Year  thereafter by giving at least 90 days written notice by
certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        BB-1

        
          

        

      

      
         


      

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [4/1/08 to 4/1/09 10%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all dividends, commissions and taxes and all other
expenses of whatever nature, except loss adjustment expenses.

     

    
      
         


      

      
        BB-2

        
          

        

      

      
         


      

    


    EXHIBIT
CC

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

    


    
      
        

      



    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Insurance Mass Marketing Systems,
Inc.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean such period as the parties may from time to time
determine; provided the first Agreement Year under this Agreement shall be the
period from October 1, 2007 through December 31, 2008.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on October 1, 2007,
and remain in force until December 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of the end of any Agreement
Year  thereafter by giving at least 90 days written notice by
certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        CC-1

        
          

        

      

      
         


      

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [10/1/07 to 12/31/08 15%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all dividends, commissions and taxes and all other
expenses of whatever nature, except loss adjustment expenses.

     

    
      
         


      

      
        CC-2

        
          

        

      

      
         


      

    

    


    EXHIBIT
DD

    


    Attached
to and made a part of

    Agreement
of Reinsurance

    (the
“Agreement”)

    


    
      
        

      



    Section
1  -  BUSINESS SUBJECT TO THIS EXHIBIT

    


    This
Exhibit shall solely apply to the Company's liability in connection with
business directly produced by Alliance Underwriters, LLC.

    


    Section
2  -  DEFINITIONS

    


    Except as
otherwise defined in this Exhibit, defined terms used herein shall have the
meanings ascribed thereto in the Agreement.

    


    The term
“Agreement Year” shall mean such period as the parties may from time to time
determine; provided the first Agreement Year under this Agreement shall be the
period from January 1, 2010 through December 31, 2010.

    


    Section
3  -  COMMENCEMENT AND TERMINATION

    


    This
Exhibit shall apply to Policies issued or renewed by the Company or its
representative at or after 12:01 A.M. Eastern Standard Time on January 1, 2010,
and remain in force until December 31, 2014, but the Reinsurer shall have the
right to terminate this Exhibit as of the end of any Agreement
Year  thereafter by giving at least 90 days written notice by
certified or registered mail.

    


    In the
event either party terminates this Exhibit in accordance with the paragraph
above, the Reinsurer shall participate in all Policies ceded within the terms of
this Exhibit, including those written or renewed by the Company after receipt of
notice of cancellation but prior to termination, and shall remain liable for all
cessions in force at termination of this Exhibit.  However, the
liability of the Reinsurer shall cease with respect to losses occurring
subsequent to the first anniversary, natural expiration or cancellation of each
Policy ceded, but not to extend beyond twelve months after such
termination.

    


    If any
Policy issued by the Company and covered by this Exhibit is terminated, the
reinsurance shall also be terminated with respect to such Policy, subject,
however, to any liability of the Company under the terminated Policy not to
extend beyond the contractual obligations of such Policy.


    
      
         


      

      
        DD-1

        
          

        

      

      
         


      

    


    In the
event of non-payment of Reinsurance Premiums due under this Exhibit, the
Reinsurer shall have the right to terminate reinsurance under this
Exhibit.  If the Reinsurer elects to exercise its right of termination
under such conditions, i.e., for nonpayment of premiums only, the Reinsurer
shall give the Company 30 days' prior written notice by certified or registered
mail of its intention to terminate such reinsurance.  If all
Reinsurance Premiums in arrears, including any which may become due during the
30 day period are not received by the Reinsurer before the expiration of such
period, this Exhibit will be considered terminated on the date for which
premiums were last paid, and the liability of the Reinsurer shall cease with
respect to losses occurring after such date.

    


    Section
4  -  RETENTION AND LIMIT

    


    The
Reinsurer will accept a fixed proportion of [up to 50%] of the Company's loss on
the first $1,000,000 on behalf of the Company under each and every Policy
subject to this Agreement, as follows: [1/1/10 to 12/31/11 15%].

    


    Section
5  -  REINSURANCE PREMIUM

    


    The
Reinsurer shall receive its proportionate share of the Gross Collected Premium
received by the Company less all Return Premiums as respect Policies attaching
during the Agreement Year.

    


    Section
6  -  CLAIMS FUND

    


    The
Company shall establish a Claims Fund account for each Agreement
Year.  The Claims Fund account shall be funded by receiving monthly
transfers of Net Risk Premium from the Premium account.  These
transfers shall be in proportion to the split of risk between the Company and
the Reinsurer.  If Net Risk Premium is deficient in any month, the
Company will notify the Reinsurer of such deficiency and the Reinsurer shall
remit sufficient amount into the Claims Fund account in order to bring the
Claims Fund to its agreed upon amount.  The balance for this account
shall be maintained at a level as determined by the Company.

    


    Any
interest earned and account charges incurred on this account shall be shared by
the Company and the Reinsurer in proportion to their percentage of
risk.

    


    It is
further agreed that in the event that the amount of Net Risk Premium in any
given accounting period exceed the requirements of the Claims Fund account, such
excess shall be forwarded by the Company to the Reinsurer according to the terms
of this Agreement.

    


    Section
7  -  CEDING ALLOWANCE

    


    Shall be
as agreed to by the Reinsurer and the Company.  The ceding allowance
includes provision for all dividends, commissions and taxes and all other
expenses of whatever nature, except loss adjustment expenses.

     

    
      
         


      

      
        DD-2