BROKER – COMPANY AGREEMENT
                           PRM Insurance Services, Inc.
                           6970 Destiny Drive, Rocklin, California 95677

The company designated above is a party to this Agreement and is referred to below as 'we', 'us', or ‘the Company:

NAME:                ___________________________________________________________                        AGENCY CODE:___________

ADDRESS:             ___________________________________________________________

also is a party to this Agreement and is called 'you.'

It is agreed that:

I.   YOUR APPOINTMENT AND CAPACITY                                         E.    Commissions: Your sole compensation for performing
                                                                                 services under this Agreement shall be in the form of
A.   You are hereby appointed as a nonexclusive soliciting                       commissions on earned premiums as negotiated.
     broker of the Company with authority only in such states in
     which you and the Company are both licensed under                     II.   DIRECT BILLED POLICIES
     prevailing regulatory requirements and in which
     Company’s applicable forms and rates are approved for                 The following provisions apply to insurance business subject to
     use. You shall maintain valid insurance broker or agent               this Agreement which is designated by us as Direct Billed:
     licenses issued by all states in which any business
     transacted under this agreement is located. These                     A.    The completed application shall be submitted to us in
     licenses will be maintained in full force and effect for the                accordance with our procedures for Direct Billed business.
     duration of this agreement. You shall supply us with
     copies of all certificates of qualification or licenses               B.    You will be responsible for collecting and remitting to us
     required of you or your employees to act under this                         deposit premium payments for Direct Billed policies as
     Agreement and shall supply us with copies at each                           required by our procedures for such business. We will
     renewal. If you breach this requirement, you agree to                       provide these procedures to you in writing before
     indemnify us for any penalties or legal expenses we incur.                  designating any business as Direct Billed. We will be
                                                                                 responsible for collecting all other premium and for all
B.   You shall maintain an Errors and Omissions Policy                           notices to policyholders that we are required to send by
     covering all of your officers and employees, issued by an                   law. If no deposit premium is collected, and the policy is
     admitted insurer or by Lloyd's Underwriters, providing                      canceled for non-payment, you are responsible for and
     coverage of not less than One Million Dollars ($1,000,000)                  shall pay to us the entire earned premium on the policy.
     with a per occurrence deductible not to exceed One
     Hundred Thousand Dollars ($100,000). You shall provide                C. On premiums we collect each month, we will compute the
     us a Certificate of Insurance at each renewal.                           commissions due you for that month, deduct any
                                                                              commissions on returned premiums, and pay you the
C. In placing any insurance business with us, you shall act in                balance.
   the exclusive capacity of an insurance broker as defined
   by the laws of the state where you do business. You have                D. If a Direct Billed policy is canceled your commission will be
   no authority to bind any new, additional or renewal                        based only upon the earned portion of the premium for
   coverage on our behalf without our written authority nor                   that policy that was received by us prior to cancellation.
   may you change the terms or conditions of an insurance                     You will not be entitled to a commission on the balance of
   policy issued by us. You shall comply with all laws and                    the premium even if we later collect it from the
   licensing requirements applicable to insurance business                    policyholder, unless the policy has been reinstated.
   subject to this Agreement.
                                                                           E.    You are not authorized to use premium financing through
D.   During the term of this Agreement, you agree not to solicit                 unaffiliated licensed premium finance companies on
     or accept direct appointment with any Insurance                             Policies issued under this Agreement except as
     Company, MGA, MGU or Program Manager that has                               specifically approved by the Company. Notwithstanding
     appointed the Company or that hereafter appoints the                        paragraph B above, you shall remit one hundred percent
     Company. You agree and acknowledge that violation of                        (100%) of the financed premium to us and in no event
     this provision will cause damage to PRM, the amount of                      shall you remit financed premium in installments.
     which damage may be difficult or impossible to calculate.                   Premiums paid to you by premium finance companies
     Accordingly, you agree that the solicitation of acceptance                  shall be accounted for and paid to us as and when
     of such an appointment will result in forfeiture of                         received by you, and in no event shall you hold any such
     commissions on all in force business you have with the                      financed premiums. Your failure to remit the full amount of
     Company and acknowledge that the Company may seek                           any financed premium to us within three (3) business days
     any other available remedies.                                               of your receipt thereof shall constitute a material breach of
                                                                                 this Agreement and shall subject this Agreement to
                                                                                 termination under Section VII.B.2. In the event you obtain
                                                                                 premium financing for any insured of the Company, you

Broker – Company Agreement
PRM Insurance Services 6/01/2008                          Page 1
      expressly acknowledge that your indemnification                      upon reasonable notice. This provision shall survive the
      obligations under Section VIII shall extend, without                 termination of this Agreement.
      limitation, to any claim or dispute arising with a premium
      finance company or the insured/borrower. You shall              B.   You certify your agency is presently in Trust and you shall
      provide all services related to premium financing, including         promptly deposit and maintain in a trust bank account all
      but not limited to promptly and appropriately responding to          premiums and return premiums received by you on
      all correspondence and notices related to such premium               insurance business subject to this Agreement. You agree
      financing.                                                           that such premiums and return premiums are not your
                                                                           property, are held by you strictly in a fiduciary capacity,
F.    We will not use your records to sell any other insurance to          and will not be commingled with your funds except as may
      your customers, without your authorization. At your                  be permitted by law. You agree to notify the Company
      request, we will provide you with a list of all Direct Billed        immediately upon any material adverse change in your
      policies produced by you, including expiration dates and             financial, regulatory or operational condition, including
      other pertinent information on such polices contained in             without limitation, if you become “out of Trust,” if any
      our records.                                                         adverse action is taken against your license such as a
                                                                           suspension or revocation, you become or are about to
                                                                           become insolvent, or you are assessed a material fine,
III. BROKER BILLED POLICIES                                                penalty or other sanction by any insurance commissioner
                                                                           or other government regulator or authority.
Your agency may request to be approved as a Broker Bill
Agency. This will require an additional “Broker Bill Agency           C. You shall promptly refund return commissions on policy
Addendum”, which when approved by PRM and signed by both                 cancellations or premium reductions in each case at the
parties, will become part of this “Broker-Company Agreement”.            same rate at which such commissions were originally
                                                                         retained or paid.
                                                                      D. References to Commission in this Agreement do not
Pursuant to California Insurance Code Section 481.5 and                  pertain to negotiated fees payable by policyholders to you.
similar insurance code provisions in other states, the Company           We recognize your right to negotiate such fees, to the
is required to return promptly to the insured or premium finance         extent not prohibited by law.
company, as applicable, any unearned premium remitted on a
policy that is not issued, canceled, surrendered, or otherwise        E.   You are responsible for sending all policies,
terminated. The Company and you may become liable to the                   endorsements, renewals, interim reports, requests for
insured for interest and other penalties for failing to tender             audit information and other materials to the insured.
unearned premium on such a policy within the time periods set
forth in the controlling statutes. For purposes of this               F.   You must report all claims, losses and notices of
Agreement, the following provisions shall govern the handling              bankruptcies to us, as soon as practicable. Unless
of unearned premium returns:                                               specifically authorized by us, you shall not commit us as to
          1.       For purposes of this Agreement, you agree               liability for any claim or loss which may occur under any of
          and acknowledge that unearned premium shall                      our insurance contracts.
          consist of the sum of (i) all unearned premium in the
          Company’s possession, if any; plus (ii) all unearned        G. Any applications, policies, forms or other material we
          premium in your possession, if any, plus (iii) all             supply you will remain our property.
          unearned commissions in your possession.
                                                                      H. You must receive our written consent, or authorization to
          2.        In the event you are in possession of any
                                                                         use any advertising material using our name or logo that
          unearned premium or any unearned commission, the
                                                                         we did not prepare. In the event such written consent is
          Company will invoice your agency for such amount.
                                                                         given to use any of the Company’s advertising materials,
          You agree to remit payment of all invoiced amounts
                                                                         logos, trade or service marks or other proprietary material,
          within five (5) business days of receipt of the invoice.
                                                                         such consent shall not be construed as conveying any
          Upon receipt thereof, the Company will tender the
                                                                         legal interest in or to such material, logo, trade or service
          unearned premium to the insured or the premium
                                                                         mark, which shall in all respects remain the sole property
          finance company, as applicable. You agree to
                                                                         of the Company.
          indemnify and reimburse the Company for any
          statutory interest charges or other penalties or fines
                                                                      I.   Any provision of this Agreement which conflicts with the
          the Company incurs as a direct or indirect result of
                                                                           applicable insurance laws or regulations of any state will
          your failure to timely remit all unearned premium and
                                                                           be deemed amended to the minimum extent necessary to
          unearned commissions in your possession.
                                                                           effectuate compliance with such laws or regulations.

                                                                      J.   This Agreement supersedes all previous agreements and
                                                                           discussions, whether written or oral, between you and us.
A.    You shall maintain complete and current records and
                                                                      VI. CHANGES IN AGREEMENT
      accounts relating to all insurance business subject to this
      Agreement and allow us to inspect and audit your
                                                                      A.   This Agreement may be changed by written agreement
      accounting records and policy files during regular business
                                                                           between you and us, which shall be signed by an
      hours upon reasonable notice. We shall allow you to
                                                                           authorized representative of each party. This Agreement
      inspect and audit our accounting records which pertain to
                                                                           may not be changed otherwise, except as provided in
      your monthly statement during regular business hours
                                                                           Sections B. and C. below.

Broker – Company Agreement
PRM Insurance Services 6/01/2008                             Page 2
                                                                            1.   The records, use and control of expirations on all
B.   We may change the provisions of this Agreement at any                       insurance business subject to this Agreement will
     time by giving you at least thirty, (30) days written notice                remain your property and be left in your possession, if
     unless state law requires otherwise. This notice will                       you have then rendered and continue to render timely
     include the proposed change and effective date.                             accounts and payments of all amounts due to us, or
                                                                                 provide security acceptable to us, and continue to
C. We shall have the right at any time, at our sole discretion,                  perform your other obligations under this Agreement.
   to adopt, alter and abolish policy forms, premium rates,                      Otherwise, the records, use and control of such
   underwriting rules and regulations, and other procedures                      expirations shall become vested in us.
   applicable to insurance business subject to this
   Agreement. Such forms, rates, rules, regulations and                     2.   If in disposing of the records of such expirations, we
   procedures shall not be a part of this Agreement for the                      do not realize sufficient funds to discharge in full your
   purposes of any law establishing an advance notice                            indebtedness to us, you shall remain liable for the
   requirement for changes in agency or brokerage contracts.                     balance of such indebtedness. Any amount realized
                                                                                 in excess of your indebtedness, less the expense of
                                                                                 disposing of such records and expirations, shall be
VII. TERMINATION OF AGREEMENT                                                    returned to you.

A.   This Agreement shall terminate automatically and without          E.   Notwithstanding termination of this Agreement, and
     notice to you in any of the following circumstances:                   except as may otherwise be mutually agreed, each party
                                                                            to this Agreement shall fully perform and discharge all
     1.   Your license to act as an insurance broker or agent is            obligations incurred by it prior to such termination with
          revoked by any public authority or expires without                respect to insurance business subject to this Agreement,
          renewal or otherwise lapses.                                      and the provisions of this Agreement shall survive to the
                                                                            extent necessary to provide that such obligations shall be
     2.   If you transfer ownership of a controlling interest in            fully performed and discharged.
          your business without our written authorization or
          consent, we may end this agreement at once, without          VIII. INDEMNIFICATION
          notice. If you ask us for a written authority or consent
          to a transfer of ownership or of a controlling interest in   A.   Indemnification of the Company. You shall indemnify,
          your business, we will not unreasonably refuse.                   defend and hold harmless the Company from and against
                                                                            any and all claims, suits, hearings, actions, damages,
     3.   You become unable to pay debts as they mature; you                liabilities, fines, penalties, costs, losses or expenses,
          make an assignment for the benefit of creditors; your             including reasonable attorneys' fees (including fees of in-
          brokerage is dissolved or liquidated; a receiver or               house counsel), caused by or resulting from any act or
          liquidator is appointed for you or a substantial part of          omission by you or your employees or representatives,
          your property; or bankruptcy, reorganization or similar           except to the extent that such alleged act or omission is
          proceedings are commenced by or against you.                      attributable to Company either because (i) Company
                                                                            approved the act or omission; or (ii) your act or omission
B.   Either party may terminate this Agreement immediately                  was the result of compliance with our instructions, rules,
     upon giving written notice to the other party in any of the            bulletins, manuals, rating systems or underwriting
     following circumstances:                                               guidelines issued by the Company to you.
                                                                       B.   Indemnification of Broker. The Company shall indemnify,
     1.   The other party abandons this Agreement; commits                  defend and hold you harmless from and against any and
          fraud, gross negligence or willful misconduct; or                 all claims, suits, hearings, actions, damages, liabilities,
          misappropriates funds or property of the party giving             fines, penalties, costs, losses or expenses, including
          notice.                                                           reasonable attorneys' fees (including fees of in-house
                                                                            counsel) incurred in either trial or appellate courts, which
     2.   The other party commits a material breach of this                 you may sustain or incur, directly or indirectly, as the result
          Agreement or any other agreement between the                      of (i) any act or omission (including any inaccurate,
          parties.                                                          misleading or otherwise unlawful advertisement)
                                                                            attributable to Company, or (ii) your compliance with the
     3.   In any other circumstances recognized by statute or               instructions, rules, bulletins, manuals or underwriting
          regulation as a ground for termination of agency                  guidelines issued by Company to you.
          contracts without advance notice.
                                                                       C. Survival of Indemnifications. The indemnifications
C. This Agreement also may be terminated as follows:                      provided under this section shall survive the termination of
                                                                          this Agreement.
     1.   Either party shall have the right to terminate this
          Agreement, with or without cause, by giving sixty (60)
          days' advance written notice of termination to the
          other party.

     2.   This Agreement may be terminated effective at any
          time by written agreement between you and us.

D. In the event of termination of this Agreement:

Broker – Company Agreement
PRM Insurance Services 6/01/2008                             Page 3
IX. ARBITRATION                                                      C. Such arbitration proceeding shall be the exclusive remedy
                                                                        available to you and us. We both agree to abide by all
A.   Any controversy, claim or dispute between you and us               decisions and awards rendered in such proceedings.
     arising out of or relating to this Agreement or our                Such decisions and awards rendered by the arbitrators
     respective rights and obligations under the Agreement,             shall be final and conclusive and may be entered in any
     and all claims for damages arising out of those obligations        court having jurisdiction thereof as a basis for judgment
     shall be resolved by binding arbitration if either party           and of the issuance of execution for its collection. All such
     believes it can not be resolved by negotiation or other            controversies, claims or disputes shall be resolved in this
     mutually acceptable means either party may initiate                manner in lieu of any action at law or equity.
     arbitration by making a written demand for arbitration prior
     to the commencement of litigation between us, or if             D. The arbitrators shall have the power and authority to
     litigation between us has been commenced, within ninety            award only the following damages:
     (90) days after service of the summons and complaint
     upon either of us.                                                   1.   Amounts payable as damages under this Agreement.
B.   Any demand for arbitration against us must be addressed
     to: PRM Insurance Services, Inc., 6970 Destiny Drive,                2.   Economic damages recoverable at law for failure to
     Rocklin, CA 95677. Within thirty (30) days after this                     perform any contractual obligation.
     demand is made, each party will select an arbitrator.
     These two arbitrators will select a third arbitrator, which          3.   Attorneys' and arbitrators' fees and costs to the
     shall be a neutral arbitrator. If they cannot agree upon a                prevailing party as such prevailing party is determined
     third arbitrator within thirty (30) days after the second                 by the arbitrators.
     arbitrator has been selected, either party may request that
     selection of the third arbitrator be made by a court having     E.   The arbitrators shall not have the power or authority to
     jurisdiction. A decision agreed to by two arbitrators will be        award punitive, exemplary, or tort damages. If this
     binding. The arbitration shall take place in the city in             prohibition against punitive, exemplary and tort damages
     which our office is located, or at such other location which         or the exclusive remedy provisions provided in this
     we agree upon. Except as otherwise specified in this                 endorsement become unenforceable, this provision shall
     Agreement, the arbitration shall be conducted in                     be null and void and there shall be no right of arbitration.
     accordance with the law of the state in which your office is
     located applicable to contractual binding arbitration.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed effective: ________________________

FOR THE BROKER:                                                      FOR THE COMPANY:

By: _____________________________________________                    By: _______________________________________________

Print: ____________________________________________                  Print: Daniel J. Wyatt_________________________________

Title: ____________________________________________                  Title: Executive Vice President         ___________________

Date: ____________________________________________                   Date: _____________________________________________

Broker – Company Agreement
PRM Insurance Services 6/01/2008                            Page 4

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