Subscriber understands and agrees that the insurance contracts to

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					      Subscriber understands and agrees that the
      insurance contracts to be exchanged hereunder are
      assessable as provided for in Section 629.231,
      Florida Statutes.


              COMMERCIAL INSURANCE ALLIANCE RECIPROCAL

                           SUBSCRIBER’S AGREEMENT

       The undersigned subscriber (Subscriber”) to Commercial Insurance Alliance, a
Reciprocal Insurance Company, (“Insurance”), a Florida reciprocal insurance company
offering commercial insurance coverage, agrees together with all other subscribers to
Insurance, and with Briarwood Management, LLC (“AIF”), a Florida limited liability
company, as the Attorney-in-Fact for Insurance, as follows:

      1.     Subscriber agrees to pay its policy premiums and to exchange with the
             other subscribers to Insurance policies providing insurance for any insured
             loss as stated in those insurance policies at the AIF offices located at
             7800 Belfort Parkway, Suite 165, Jacksonville, Florida 32256

      2.     Subscriber appoints AIF as the Attorney-in-Fact with the power to
             (a) exchange insurance policies with other subscribers to Insurance, (b)
             take any action necessary for the exchange of such insurance policies, (c)
             issue, change, non-renew or cancel insurance policies, (d) obtain
             reinsurance, (e) collect premiums, (f) invest and reinvest funds, (g) receive
             notices and proofs of loss, (h) appeal for, compromise, prosecute, defend,
             adjust, and settle losses and claims under the insurance policies of
             subscribes, (i) accept service of process on behalf of Insurance as issuer,
             (j) to borrow money in the name of Insurance, (k) to open accounts, hire
             personnel and agents and incur and discharge other ordinary business
             expenses on behalf of Insurance, and (l) conduct the business affairs of
             Insurance as set forth herein and the Attorney-in-Fact Agreement between
             Insurance and the AIF. This power of attorney is limited to the purposes
             described in this Subscription Agreement.

      3.     Subscriber will make, in addition to policy premiums, a surplus contribution
             to Insurance equal to 10% of the Subscriber’s policy premium (“Surplus
             Contribution”) which amount is payable on the effective date of coverage.
             Subscriber will only be required to make surplus contributions during the
             first full three years Subscriber insures with Insurance. Subscriber agrees
             that such funds shall be deposited by AIF as policyholder surplus, and that
             such surplus shall be for the benefit and protection of all subscribers.
             Return of surplus contributions can occur only after withdrawal of such
           subscriber from AIF and only with the approval of AIF. In any event, such
           return cannot be authorized prior to the satisfaction of the surplus
           requirements of AIF valued at the year-end valuation of assets and
           reserves following the settlement of all claims related to the policy year
           during which the subscriber terminated as a policyholder.

     4.    Insurance has the right to reject this Subscribers Agreement (this
           “Agreement”) and the Surplus Contribution at any time prior to the earlier
           of Insurance (a) issuing the Subscriber a confirmation of insurance,
           certificate of insurance, insurance binder or other evidence of insurance
           coverage, whether the foregoing is issued before or after the effective date
           of the Subscriber’s insurance policy or (b) issuing the Subscriber an
           insurance policy. Insurance may exercise such right of rejection if it
           determines that the Subscriber does not meet the eligibility and
           underwriting requirements of Insurance or if any of the conditions set forth
           in the section “Conditions to Issuance of Policies” in the accompanying
           Subscriber Information Statement have not been satisfied. In such event,
           the Surplus Contribution will be returned without interest to the Subscriber
           or person or entity making the Surplus Contribution on behalf of the
           Subscriber.      The Subscriber hereby acknowledges receiving and
           reviewing the Powers of the Subscribers’ Advisory Committee and
           Attorney-in-Fact Agreement, attached as Exhibits 1 and 2 respectively,
           prior to executing this Agreement. This Agreement will be deemed to be
           accepted by AIF only when signed by the Subscriber.

5.   The Subscriber understands and agrees that:

           (a)   the Surplus Contribution does not entitle the Subscriber or the
                 person or entity making the Surplus Contribution to participate in
                 management of Insurance;

           (b)   the Surplus Contribution will become irrevocable upon the earlier of
                 (x) the date Insurance issues a confirmation of insurance, certificate
                 of insurance; insurance binder or other evidence of insurance
                 coverage to the Subscriber, whether the foregoing is issued before
                 or after the effective date of the Subscriber’s insurance policy or (y)
                 the date Insurance issues an insurance policy to the Subscriber;
                 and the Subscriber or person or entity making the Surplus
                 Contribution has no right to receive a return of the Surplus
                 Contribution under any circumstances except upon the earlier of (i)
                 the dissolution or liquidation of Insurance, or (ii) another policy is
                 not issued after the termination, cancellation or expiration of your
                 policy subject to claims history and approval of AIF and the Florida
                 Office of Insurance Regulation and then only to the extent, if at all,
                 permitted by law and with the approval of the Insurance



                                         2                            CIA-SA 04-2006
           Commissioner of the State of Florida, provided that Insurance will
           not be required to raise additional capital or other funding, cease
           writing insurance, decrease the amount of insurance it writes or
           make any other changes to its operations or finances in order to
           gain approval of the repayment;

     (c)   any rights the Subscriber or any person or entity making the
           Surplus Contribution may have as a result of making the Surplus
           Contribution are not transferable other than (x) in the case of a
           Surplus Contribution made by a natural person, upon that person’s
           death to their estate, spouse or lineal descendants, and (y) in the
           case of a Surplus Contribution made by a professional corporation,
           partnership, corporation, limited liability company or other legal
           entity, upon the legal dissolution of such entity, to the shareholders,
           partners or members of such entity, as the case may be; and

     (d)   this Surplus Contribution shall be binding upon the Subscriber, the
           Subscriber’s heirs, representatives and assignees, and shall inure
           to the benefit of Insurance and its successors and assigns. In the
           event that any provision of this Surplus Contribution is invalid or
           unenforceable under any applicable statute or rule of law, then
           such provision shall be deemed to be inoperative to the extent that
           it may conflict therewith and shall be deemed modified to conform
           with such statute or rule of law. Any provision hereof which may
           prove invalid or unenforceable under any law shall not affect the
           validity or enforceability of any other provision hereof.

6.   The undersigned agrees that, in accordance with the provision regarding
     the Subscribers’ share in assets of Section 629.281, Florida Statutes,
     upon the liquidation of Insurance, its assets remaining after discharge of
     its indebtedness and policy obligations, the return of any contributions of
     the attorney or other persons to its surplus made and the return of any
     unused premium, savings, or credits then standing on Subscribers’
     accounts shall be distributed to its Subscribers who were such within the
     12 months prior to the last termination of its certificate of authority,
     according to such reasonable formula as the office approves.

7.   Subscriber understands and agrees that the insurance contracts to be
     exchanged hereunder (i) are assessable as provided for in Section
     629.231, Florida Statutes, only in the event that Insurance suffers a
     deficiency and (ii) such assessment, if any, shall be derived by multiplying
     the amount of any deficiency by the ratio of the subscriber’s premium
     earned to total premiums earned. The AIF shall have at the time of
     issuance of policies to Subscribers, and shall thereafter maintain, a
     surplus of at least $750,000.



                                   3                            CIA-SA 04-2006
8.    Subscriber further understands and agrees that:

      (a) pursuant to Section 629.101(2)(e), Florida Statutes, his or her
      contingent several liability for each deficiency shall be limited to 5 times
      the premium deposit stated in the policy.

      (b) pursuant to Section 629.241, Florida Statutes, every Subscriber having
      contingent liability shall pay his or her share of any assessment, as limited
      above, if (i) the Subscriber is notified by either the AIF or the Florida Office
      of Insurance Regulation of its intention to levy such assessment while the
      policy is in force or within 4 years after its termination; or (ii) an order to
      show cause why a Receiver, Conservator, Rehabilitator or Liquidator of
      the insurer should not be appointed is issued while the Subscriber’s policy
      is in force and within 4 years after its termination.

      (c) such assessment, if any, shall become payable by the Subscriber
      upon notice by the AIF.

9.    Subscriber agrees that this Subscribers Agreement including the power of
      attorney set forth herein, shall apply to all insurance policies for which the
      undersigned applies at Insurance, including changes in any of the
      undersigned’s coverage’s.        Subscriber agrees that the terms and
      conditions of the Attorney-in-Fact are valid and binding and acknowledged
      and accepted by Subscriber. Subscriber understands that a Subscribers’
      Advisory Committee will be formed and will operate as described in the
      attached Exhibit entitled “Powers of the Subscribers’ Advisory Committee.”

10.   The undersigned agrees to sign and deliver to the AIF all papers required
      to carry out this Subscribers Agreement.

11.   This Subscribers Agreement, the Powers of the Subscribers’ Advisory
      Committee and the Attorney-in-Fact Agreement shall be binding upon the
      AIF and the undersigned and all of their respective executors,
      administrators, personal representatives, successors and assigns.




                                      4                             CIA-SA 04-2006
            THIS SUBSCRIBERS AGREEMENT AND ALL QUESTIONS RELATING
      TO ITS VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT
      SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF FLORIDA (WITHOUT REGARD TO CONFLICT OF
      LAW PRINCIPLES THEREOF).

           In Witness Whereof, the Subscriber has executed this Subscriber’s
      Agreement this ____ day of _______________, 200__.

                                             SUBSCRIBER:


                                             Signature


                                             Name (please print)




                                             (Address)


                                             (Social   Security   or   Tax   Identification
      Number)

Receipt Acknowledged:

COMMERCIAL INSURANCE ALLIANCE,
A RECIPROCAL INSURANCE COMPANY

By:   Briarwood Management, LLC, Its Attorney-in-Fact


By:                             Title:                       Date:                _




                                         5                             CIA-SA 04-2006

				
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