EXHIBIT 10.28


 


AMENDMENT TO SERVICE COMPANY CONTRACT


 


THIS AMENDMENT to that certain Service Company
Contract dated April 7, 1995, is made and entered into this 26th day of
January, 1996, by and between FLORIDA
ADMINISTRATORS, INC., a Florida corporation, (hereinafter referred
to as “Management Company”) and Compensation Benefits, Inc., a Florida
corporation, (hereinafter referred to as “Service Company” as follows:


 


RECITALS


 


WHEREAS, PINNACLE
ASSURANCE CORPORATION, a Florida Assessable Mutual Insurance company
as predecessor to PINNACLE ASSURANCE
CORPORATION, a Florida stock insurance company, (hereinafter
referred to as “PINNACLE”) and Management Company have entered into that
certain Management Company Contract dated April 7, 1995; and


 


WHEREAS, PINNACLE
has, as of this date, been converted into a Florida stock insurance company
with the approval of the Florida Department of Insurance; and


 


WHEREAS, PINNACLE
is the successor entity to PINNACLE ASSURANCE
CORPORATION, as assessable mutual; and


 


WHEREAS, PINNACLE
and Management Company executed
that certain Amendment to Management Company contract on January 26, 1996;
and


 


WHEREAS, the Management
Company and the Service Company
have previously entered into that certain Service Company contract dated April 7,
1995, wherein Service Company has agreed to perform certain duties and
responsibilities and to provide certain services to Management Company and to
PINNACLE; and


 


WHEREAS, the Management
Company and the Service Company
wish to amend the Service Company contract to reflect certain changes
hereinafter set forth.


 


NOW, THEREFORE, for Ten Dollars and 00/100 ($10.00),
and other good and valuable consideration, the receipt, sufficiency and
adequacy of which is hereby acknowledged by all parties hereto, it is agreed as
follows:


 


1.             The
above Recitals are true and correct and are incorporated into the terms and
provisions of this Agreement by reference.


 


2.             Management Company and Service Company hereby acknowledge and
agree that, except as amended herein, the Service
Company contract, dated April 7, 1995, shall remain in full
force and effect in accordance with its terms, without interruption,
notwithstanding the conversion of PINNACLE
from an Assessable Mutual corporation to a Stock Insurance 


 





















 


Company.  All references to PINNACLE in said Service Company contract shall now be deemed
to refer to PINNACLE ASSURANCE CORPORATION,
a Florida Stock Insurance Company.


 


3.             The
following changes to the Service Company contract are hereby agreed upon:


 


Article III, Section 3.2(a) is hereby
amended by deleting subparagraph (a) in its entirety and substituting the
following in its place and stead:


 


3.2(a)      Handling
all claims incurred before and during the term of this Agreement where a
liability is asserted that is alleged to be covered by PINNACLE as more particularly set forth in Article VIII;
provided, however, that effective as of December 31, 1995, the Service Company shall have no liability or
responsibility whatsoever to adjust until conclusion any claims occurring during
the contract period in the event that this Service Company contract is
terminated for any reason.  Any such
responsibility for continuing claims adjusting shall terminate with the
termination of the Service Company contract.


 


Article VIII, Section 8.4 is hereby
deleted in its entirety and the following is substituted:


 


8.4           Post
Termination Claims.  Effective December 31,
1995, notwithstanding any provision to the contrary in this Agreement, in no
event, shall the Service Company be responsible to continue providing claims
adjusting services after the termination of this Agreement, whether such
termination is with or without cause, except as specifically stated in this
Agreement.


 


4.             All
remaining terms and provisions of the Service Company contract dated April 7,
1995, not specifically or impliedly amended herein shall remain in full force
and effect and are hereby ratified, adopted and reaffirmed.


 


IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the
day and year first above written for themselves, their successors, and their
permitted assigns, if any,


 


and do hereby agree to fully perform the covenants and agreements and
hereinabove set forth.


 


	
   

  	
  Management
  Company:

  
	
   

  	
  FLORIDA
  ADMINISTRATORS, INC.,

  
	
   

  	
  A
  Florida corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Sam
  A. Stephens, Pres.

  
	
   

  	
   

  	
  As its

  



 





















 


	
   

  	
  Attest:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Dale
  E. Hanson, Sec.

  
	
   

  	
   

  	
  As its Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Service
  Company

  
	
   

  	
  COMPENSATION
  BENEFITS, INC.,

  
	
   

  	
  A
  Florida corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Sam
  A. Stephens, Pres.

  
	
   

  	
   

  	
  As its

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Dale
  E. Hanson, Sec.

  
	
   

  	
   

  	
  As its Secretary