Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.

Purchase Price Adjustment. The total aggregate consideration Closing Balance Sheet shall be deemed final for the Shares purchased purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer from and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Adjusted Statutory Capital and Surplus of Designated Amount plus such excess over the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of LawsDesignated Amount, and (c) consistent with the methodologies used by the Company’s consulting actuarySeller shall, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus within three (3) Agents’ Debit Balancesbusiness days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; plus and (4ii) Prepaid Expenses as included on Line 23 as non-admitted assets in the event that the Net Asset Balance reflected on the asset page Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the Companyamount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s SAP Statementscommon stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; less (5) 20provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum number of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, shares of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day Parent’s common stock issued and outstanding immediately prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplusissuance.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) As soon as practicable, but in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to any event not more than 70 days after the Closing Date, Seller will determine unless otherwise extended by the mutual agreement of Parent and will Holdings, Parent shall deliver to Buyer Holdings a certificate statement of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company net assets to be sold as of the Closing Date, calculated including information necessary to determine the Working Capital, Balance Sheet Indebtedness and Closing Cash at such date (but without giving effect to the Closing and the transactions covered by the Asset Purchase Agreement specified in Section 2.2(b)) (the "Closing Financial Statement"), together with a report of E&Y thereon to the effect that such statement fairly presents in all material respects the financial position of the Bison Subsidiaries as of said date, and that such statement has been prepared in accordance with GAAP applied on a basis consistent with the provisions December 30, 2000 Statement of this Section 2.2, Net Assets to be Sold (including without limitation, an estimate the elimination of the Fair Market Value corporate overhead items identified in Part B of Section 3.4 of the bondsDisclosure Schedule but except that M&C Advanced Processes is included in the Closing Financial Statements), except (i) for any accounting changes mandated by accounting regulators and statutory reserves and liabilities (ii) as such statutory reserves and liabilities are shown on the Quarterly SAP Statement set forth in Part A of Section 3.4 of the Company as filed Disclosure Schedule. All costs and expenses incurred by Parent in connection with the Kansas Insurance Department for the second quarter, 2008, with true preparation and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as delivery of the Closing DateFinancial Statement shall be borne equally by Parent and Holdings. (b) Subject to Section 2.4(e), calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company if Working Capital plus Balance Sheet Indebtedness on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto is less than negative one hundred eight million nine hundred thousand dollars (collectively$-108,900,000), the “Final Closing Date Adjusted Statutory difference between Working Capital plus Balance Sheet Indebtedness and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm negative $108,900,000 shall be paid by Seller; Parent to C&A Products. Subject to Section 2.4(e), if the Accounting Firm’s determination of Working Capital plus Balance Sheet Indebtedness on the Closing Date Adjusted Statutory Capital and Surplus is less more than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyernegative one hundred eight million nine hundred thousand dollars ($-108,900,000), the fees difference between Working Capital plus Balance Sheet Indebtedness and expenses of the Accounting Firm negative $108,900,000 shall be paid by BuyerC&A Products to Parent. For the purposes of calculating the purchase price adjustment set forth in this section, Balance Sheet Indebtedness shall be deemed to be a negative number. (i) Subject to Section 2.4(e), if the Closing Cash on the Closing Date is greater than zero, the difference between zero and the Closing Cash shall be paid by C&A Products to Parent. Subject to Section 2.4(e), if the Closing Cash on the Closing Date is less than zero, the difference between zero and the Closing Cash shall be paid by Parent to C&A Products. If the Amount of Closing Cash on the Closing Date Adjusted Statutory Capital and Surplus of any Bison Subsidiary incorporated in a jurisdiction other than a state of the United States of America is greater than the amount sum of payments to employees and suppliers during the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from last two fiscal months ended prior to the Closing Date (the "Two-Month Cash Amount"), then the amount payable to Parent pursuant to the date first sentence of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if Section 2.4(c) shall be reduced by the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from Cash on the Closing Date of the applicable Subsidiary which is in excess of the Two-Month Cash Amount multiplied by the withholding Tax rate applicable to dividends paid by the applicable Bison Subsidiary; provided that during such two-month period payments to employees and suppliers shall be made consistent with past practice. (ii) Subject to Section 2.4(e), if the Closing has not occurred prior to the date of paymentCapital Expenditure Date, C&A Products will pay Parent any amount by which capital expenditures for assets not recorded on the financial statements prior to Buyer within ten the Capital Expenditure Date during the period beginning on the Capital Expenditure Date and ending on the Closing Date (excluding capital expenditures made by THI and its Subsidiaries) exceed depreciation attributable to the Business Days after during that period (excluding depreciation attributable to THI and its Subsidiaries). No later than the determination delivery of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party Financial Statement, Parent shall deliver a certificate of its Chief Financial Officer certifying to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal payable, if any, pursuant to this section. The term "Capital Expenditure Date" shall mean October 1, 2001; provided, however, that if the highest lawful rate per annum from financial statements required to be delivered to C&A Products pursuant to Section 5.9(a), are not delivered by August 31, 2001, the Closing Capital Expenditure Date to shall be extended by the date number of paymentdays by which the deadline is not met.

Purchase Price Adjustment. The total aggregate consideration (a) As an adjustment to the Initial Purchase Price, (i) if the Settlement Amount is greater than zero, the Purchaser shall pay to the Seller such Settlement Amount in the manner provided in clause (c) or (e), as the case may be, of this Section 3.01; or (ii) if the Settlement Amount is less than zero, the Seller shall pay to the Purchaser the absolute value of such Settlement Amount in the manner provided in clause (d) or (e), as the case may be, of this Section 3.01. (b) Payment of the Settlement Amount shall be in cash or validly issued shares of Common Stock (“Payment Shares”), as the Purchaser shall elect, which binding election shall be made no later than the second Business Day following the Valuation Completion Date and communicated to the Seller in writing; provided that if the Purchaser fails to make such an election in the manner contemplated hereunder, the Purchaser shall be deemed to have elected settlement in cash; and provided further that the Purchaser shall not have the right to elect delivery of the Settlement Amount or receipt of the absolute value of the Settlement Amount in Payment Shares pursuant to this Section 3.01 if: (i) the representations and warranties made by the Purchaser to the Seller in Section 5.01 are not true and correct in all material respects as of the date the Purchaser makes such election; or (ii) in the event the Settlement Amount shall be payable by the Purchaser to the Seller, the Purchaser has taken any action that would make unavailable either (A) the exemption set forth in Section 4(2) of the Securities Act for the sale of any Payment Shares purchased by Buyer the Purchaser to the Seller or (B) an exemption from the registration requirements of the Securities Act reasonably acceptable to the Seller for resales of Payment Shares by the Seller. For the avoidance of doubt, upon the Purchaser’s making an election to receive or to deliver Payment Shares pursuant to this Section 3.01(b), the Purchaser shall be deemed to make the representations and warranties in Section 5.01 hereof as if made on the date of the Purchaser’s election. (c) Subject to Section 3.01(b), if the Settlement Amount shall be payable by the Purchaser to the Seller: (i) Notwithstanding any election by the Purchaser to make payment in Payment Shares, at any time prior to the time the Seller (or any affiliate of the Seller) has contracted to resell such Payment Shares, the Purchaser may deliver in lieu of such Payment Shares an amount in cash equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceedSettlement Amount, in the aggregatemanner set forth in Section 3.01(e). (ii) If the Purchaser elects to pay any Settlement Amount in Payment Shares, then on the Settlement Date, the Purchaser shall deliver to the Seller a total purchase price number of $8,000,000 Payment Shares equal to the quotient of (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean A) such Settlement Amount divided by (1B) the capital and surplus of the Company, Private Placement Price (determined in accordance with SAP the Private Placement Procedures contained in Annex A hereto). (except that d) Subject to Section 3.01(b), if the absolute value of bonds owned the Settlement Amount shall be payable by the Company shown on Schedule D Seller to the Purchaser and the Purchaser elects to receive the absolute value of the Company’s SAP Statements Settlement Amount in Payment Shares, then (i) the Seller shall, beginning on the first Trading Day following the later of (A) the Valuation Completion Date or (B) the date that Purchaser communicates its election to the Seller, continuing on each succeeding Trading Day and ending on the Trading Day when the Seller shall have satisfied its obligations under this clause (d) (the “Seller Payment Share Purchase Period”), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) shares of Common Stock with an aggregate value equal to such Settlement Amount (which value shall, for each such share, be marked deemed to Fair Market Value as equal (x) 10b-18 VWAP on the Trading Day on which such share was purchased by the Seller plus (y) the Settlement Commission and which for the avoidance of doubt shall not be determined on the basis of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the CompanySeller’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (aactual purchase price) and (b), in calculating statutory reserves and liabilities for ii) the purposes Seller shall deliver such shares of its most recent annual and quarterly statements filed with Common Stock to the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets Purchaser on the asset page settlement dates relating to such purchases. (e) If the Purchaser elects to receive the absolute value of the Company’s SAP Statements; less (5) 20% of Settlement Amount or to pay the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposesSettlement Amount in cash, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer then payment of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm Settlement Amount shall be made within 30 days after being engaged. The decision by wire transfer of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding immediately available U.S. dollar funds on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentSettlement Date.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) As of January 18, 2002, Sellers represent and warrant to Buyer that the aggregate amount of cash on hand for all Sellers is at least Eighteen Million Dollars ($18,000,000). (b) The Cash Consideration shall be reduced, on a dollar-for-dollar basis, to the extent that the aggregate cash on hand for all Sellers as of January 18, 2002 is less than Eighteen Million Dollars ($18,000,000). (c) The Cash Consideration shall be further reduced, on a dollar-for-dollar basis, to the extent that any use of cash by any Seller, on or after the effective date of the Credit Agreement, is not in accordance with the budgets approved by Lender under the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable Credit Agreement. The reduction in relation thereto, (bCash Consideration described in this Section 2.06(c) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Lawsis separate from, and in addition to, any other remedy which may be available to Lender under the terms of the Credit Agreement. (cd) consistent with the methodologies used by the Company’s consulting actuaryThe Cash Consideration shall be further reduced, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.)on a dollar-for-dollar basis, to the extent such methodologies are consistent with preceding subclauses (a) and (b)of payment of salaries or benefits for specific employees not hired by Buyer, in calculating statutory reserves and liabilities for the purposes respect of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page any period of the Company’s SAP Statements; less time beginning five (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated days after Buyer notifies ITG, in accordance with the sum of Section 5.15(c) that Buyer does not intend to hire such employee. (ae) net operating loss carryforward for Tax purposesSection 5.15(b) below permits Buyer, plus on any Tuesday or Friday up to seven (b7) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day days prior to the Closing DateBid Deadline, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated provide ITG with notice (in accordance with Section 5.15) that Buyer has decided to exclude any Contract from the provisions Assets. In such case, Sellers shall use their good faith best efforts to reduce the expenses on such Contract, but in any event shall not spend more on such Excluded Contract than provided in the most recent Lender-approved budget under the Credit Agreement for the seven (7) days subsequent to the receipt of this Section 2.2such notice from Buyer. The Cash Consideration shall be further reduced, including without limitationon a dollar-for-dollar basis, an estimate to the extent of any expenditures, whether or not budgeted, by any Seller on any such Excluded Contract after the expiration of the Fair Market Value of the bondsseven (7)-day period described herein; provided, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarterhowever, 2008, with true and complete copies of all work papers related thereto that this reduction is not intended to duplicate any reduction required by clauses (collectively, the “Estimated Closing Date Adjusted Capital and Surplusc) or (d) above.” (f) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination Cash Consideration shall be further reduced, on a dollar-for-dollar basis, to the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days extent that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall any itemized expense in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with Lender-approved budget (under the terms of this the Credit Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. ) is not approved by Sellers' pre-petition bank lenders. (g) The Accounting Firm’s engagement Cash Consideration shall be limited increased, on a dollar-for-dollar basis, to the resolution of disputed amounts set forth in Buyer’s calculation extent that any Seller receives any proceeds from the sale or other disposition of the Final Closing Date Adjusted Statutory Capital Excluded Assets (including insurance and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter condemnation proceeds relating to the Final Closing Date Adjusted Statutory Capital Excluded Assets) and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section proceeds are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party used to pay an amount due hereunder within such ten Business Day period shall result in down borrowings under the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentCredit Agreement.

Purchase Price Adjustment. The total aggregate consideration for 1.2.1 At the Shares purchased by Buyer from Seller Closing, Shareholders shall be an amount equal deliver to the Adjusted Statutory Capital and Surplus DoveBid a balance sheet of the Company as of the latest practicable date prior to the Closing Date but in any event dated as of a date no earlier than five (5) business days prior to the Closing Date (“the "Closing Date Adjusted Statutory Capital and Surplus”Balance Sheet") prepared in accordance with United States generally accepted accounting principles ("GAAP"), plus $4,750,000, but not to exceed, in the aggregate, together with a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital list indicating all accrued expenses and Surplus” shall mean (1) the capital and surplus liabilities of the CompanyCompany as of the same date, as determined in accordance with SAP GAAP (except that the value "Closing Liabilities Schedule"). The Closing Balance Sheet and the Closing Liabilities Schedule shall reflect an accrued liability of bonds owned NLG 45,000 (the "Litigation Accrual") with respect to legal fees and expenses to be incurred by the Company shown on Schedule D in connection with the Outstanding Litigation (as defined in Section 8.2). Within fourteen (14) days of the Company’s SAP Statements Closing, Shareholders shall be marked deliver to Fair Market Value DoveBid an audited balance sheet as of the Closing Date Date, together with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves a list indicating all accrued expenses and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in each case prepared in accordance with GAAP (the provisions "Post-Closing Financial Statements"). 1.2.2 In the event that the aggregate book value of this Section 2.2, including without limitation, an estimate stockholders' equity of the Fair Market Value of the bondsCompany, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated determined in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company GAAP, set forth on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto Balance Sheet (collectivelysuch amount, the “Final "Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus Stockholders' Equity") is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of BuyerNLG 355,000, the fees and expenses of the Accounting Firm Closing Payment shall be paid reduced by Buyer. If the Amount of the one Dutch Guilder for each Dutch Guilder that Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus Stockholders' Equity is less than the amount of NLG 355,000. In the Estimated Closing Date Adjusted Statutory Capital and Surplusevent that the amount of cash of the Company, Seller shall refund the differencedetermined in accordance with GAAP, plus interest at the rate of six percent per annum from set forth on the Closing Date Balance Sheet (such amount, the "Closing Cash") is less than the amount of NLG 280,000, the Closing Payment shall be reduced by one Dutch Guilder for each Dutch Guilder that the Closing Cash is less than the amount of NLG 280,000, provided that if Closing -------- ---- Stockholders' Equity is less than the amount of NLG 355,000 as a result of the amount of Closing Cash being less than NLG 280,000 and the Closing Payment has already been reduced by such deficit amount as provided in the foregoing sentence, there shall be no further adjustment to the date Closing Payment as a result of paymentsuch lesser amount of Closing Cash. 1.2.3 In the event of any reduction in the Closing Payment as provided above, to Buyer within ten Business Days after the determination aggregate Purchase Price shall be appropriately adjusted and such reduced or increased aggregate consideration shall constitute the "Purchase Price" for all purposes under this Agreement. 1.2.4 The account payable of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party Company to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate Shareholders set forth on the amount due equal Closing Balance Sheet (up to a maximum of NLG 442,483) (the highest lawful rate per annum from the Closing Date to the date of payment."Shareholders' Payable") shall be paid

Purchase Price Adjustment. The total aggregate consideration for (a) Promptly following the Shares purchased by Buyer from Seller Closing Date (but in any event within forty five (45) days after the Closing Date), the Purchaser shall cause to be an amount equal prepared and delivered to the Adjusted Statutory Capital and Surplus Shareholders a certification (the "Closing Certificate") prepared by KPMG (the "Closing Date Accountants"). The Closing Certificate shall include: (i) A balance sheet of the Company as of the Closing Date (“the "Closing Date Adjusted Statutory Balance Sheet"); (ii) An identification of the Working Capital set forth in the Closing Date Balance Sheet. (iii) Copies of all supplementary documents, work papers and Surplus”other data relating to the Closing Certificate; and (iv) Such other supplementary evidence as the Shareholders may reasonably request either before or after the delivery of the Closing Certificate. (b) In the event that the Working Capital set forth in the Closing Date Balance Sheet is less than Five Hundred Thousand Dollars ($500,000) (the "Minimum Working Capital Amount"), plus $4,750,000, but not the Shareholders shall pay to exceedPurchaser dollar-for-dollar in immediately available funds the amount of such deficit to Purchaser within five (5) business days after the end of the Response Period or, in the aggregateevent the Shareholders have delivered to the Purchaser a timely Objection Notice under Section 1.5, a total purchase price of $8,000,000 within five (5) business days after the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus final determination of the Company, determined in accordance with SAP Independent Accountants pursuant to Section 1.5(c). (except c) In the event that the value of bonds owned by Company's Working Capital set forth in the Company shown on Schedule D Closing Date Balance Sheet is greater than the Minimum Working Capital Amount, the Purchaser shall pay to each Shareholder dollar-for-dollar in immediately available funds his Pro Rata Share of the Company’s SAP Statements amount of such surplus within five (5) business days of the Response Period or, in the event the Shareholders have delivered to the Purchaser a timely Objection Notice under Section 1.5, within five (5) business days after the final determination of the Independent Accountants pursuant to Section 1.5(c). (d) The Closing Date Balance Sheet shall be marked to Fair Market Value as include the report of the Closing Date with the exception of any lottery securitiesAccountants, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets based on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus balance sheet of the Company as of the Closing Date, calculated in accordance with the provisions close of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company business on the Closing Date and actual Fair Market Value in accordance with GAAP applied on a basis consistent with the historical practices of the bonds, together with true Company and complete copies of all work papers related thereto the Financial Statements. (collectively, the “Final e) The Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be Accountant's report on the Closing Date Adjusted Statutory Capital and SurplusBalance Sheet shall be unqualified. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination The expense of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination preparation of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified Balance Sheet by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined Accountants shall be borne by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentPurchaser.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to i) If the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Book Value as of the Closing Date with exceeds the exception of any lottery securitiesTarget Book Value Amount, which will be reflected at amortized cost less $30,000then HON shall pay Standard Pacific (A) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions 100% of the policies constituting the BusinessHoldback Amount, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2B) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 the Adjusted Book Value exceeds the deferred tax asset associated with the sum of (aTarget Book Value Amount. ii) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of If the Adjusted Statutory Capital and Surplus of the Company Book Value as of the Closing Dateequals the Target Book Value Amount, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate HON shall pay Standard Pacific 100% of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and SurplusHoldback Amount.” iii) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of If the Adjusted Statutory Capital and Surplus of the Company Book Value as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the Target Book Value Amount by an amount of (the Final Closing Date Adjusted Statutory Capital "X Shortfall Amount") equal to or ------------------ less than the Holdback Amount, (A) HON shall pay to Standard Pacific an amount (the "Net Holdback Amount") equal to the Holdback Amount ------------------- less the X Shortfall Amount, and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm (B) HON shall be paid by Buyer. entitled to retain the X Shortfall Amount. iv) If the Amount Adjusted Book Value as of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the Target Book Value Amount by an amount (the "Y Shortfall Amount") greater than ------------------ the Holdback Amount, (A) Standard Pacific shall pay to HON the Y Shortfall Amount less the Holdback Amount, and (B) HON shall be entitled to retain 100% of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller Holdback Amount. v) All amounts payable pursuant to this Section 1.4 shall refund be paid on the difference, plus interest at ----------- first business day following the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the final determination of Adjusted Book Value pursuant to Section 1.4(b) by wire transfer of immediately ------------- available funds to such bank account designated by the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result recipient in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentwriting.

Purchase Price Adjustment. The total aggregate consideration for (a) If the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company Pre-Closing Working Capital is less than Two Million, Six Hundred Eighty-Seven Thousand Eighty-Three and No/100 Dollars ($2,687,083.00) (the amount of such deficit being referred to hereinafter as the “Initial Shortage Working Capital”), then the Cash Consideration to be received by ONB on or as of the Closing Date (defined below) pursuant to Section 2 shall be decreased by subtracting the amount of the Initial Shortage Working Capital. (b) If the amount of the Pre-Closing Working Capital is greater than Two Million, Six Hundred Eighty-Seven Thousand Eighty-Three and No/100 Dollars ($2,687,083.00) (the amount of such excess being referred to hereinafter as the “Closing Date Adjusted Statutory Capital and SurplusInitial Excess Working Capital”), plus $4,750,000, but not to exceed, in then the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned Cash Consideration received by the Company shown ONB on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value or as of the Closing Date with the exception of any lottery securities, which will pursuant to Section 2 shall be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used increased by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in adding the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto Initial Excess Working Capital. (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”c) The Purchase Price at Closing will be based on If the amount of the Estimated Final Working Capital is less than the Pre-Closing Date Adjusted Working Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer amount of Buyer shall deliver such deficit being referred to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company hereinafter as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and SurplusShortage Working Capital”). If, within 15 Business Days after receipt then the Cash Consideration received by Seller of ONB pursuant to Section 2 shall be decreased by subtracting the certificate of the chief financial officer of Buyer of such determination amount of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be Shortage Working Capital. (d) If the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination amount of the Final Working Capital is greater than the Pre-Closing Date Adjusted Statutory Working Capital and Surplus(the amount of such excess being referred to hereinafter as the “Final Excess Working Capital”), Seller and Buyer then the Cash Consideration received by ONB pursuant to Section 2 shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of be increased by adding the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation amount of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage Excess Working Capital. (e) If the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation amount of the Final Pre-Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation Indebtedness is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined Indebtedness, then the Cash Consideration received by ONB pursuant to Section 2 shall be increased by an amount of cash in dollars equal to such excess. If the chief financial officer of Buyer, the fees and expenses amount of the Accounting Firm Final Indebtedness is greater than the amount of the Pre-Closing Indebtedness, then the Cash Consideration received by ONB pursuant to Section 2 shall be paid decreased by Seller; if an amount of cash in dollars equal to such excess. (f) If the Accounting Firm’s determination amount of the Pre-Closing Date Adjusted Statutory Capital Transaction Expenses is greater than the amount of the Final Transaction Expenses, then the Cash Consideration received by ONB pursuant to Section 2 shall be increased by an amount of cash in dollars equal to such excess. If the amount of the Final Transaction Expenses is greater than the amount of the Pre-Closing Transaction Expenses, then the Cash Consideration received by ONB pursuant to Section 2 shall be decreased by an amount of cash in dollars equal to such excess. (g) If the amount of the Cash Consideration as recalculated based upon the Final Working Capital, Final Indebtedness and Surplus Final Transaction Expenses pursuant to Sections 2.03(c) through (f) (referred to herein as the “Final Cash Consideration”) is less than the amount of the Final Cash Consideration as re-calculated based upon the Pre-Closing Date Adjusted Statutory Working Capital pursuant to Sections 2.03(a) or (b) and Surplus determined by theretofore delivered to ONB (the chief financial officer of Buyer“Initial Cash Consideration”), then ONB shall pay the fees and expenses amount of the Accounting Firm shall be paid by Buyerdifference to Purchaser within thirty (30) days of the determination of such amount. If the Amount amount of the Closing Date Adjusted Statutory Capital and Surplus Final Cash Consideration is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and SurplusInitial Cash Consideration, Buyer then Purchaser shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount difference to ONB within thirty (30) days of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentamount.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) In consideration of the sale, conveyance, transfer and assignment of the Shares to Buyer, Buyer shall pay Stockholders the following (the "Purchase Price"): (i) at the Closing, the sum of $3,000,000 shall be payable by wire transfer, pursuant to the wire transfer instructions attached as Schedule -------- 2(a)(i), to be allocated among Stockholders in accordance with the terms and conditions percentages ------- set forth opposite each Stockholders name on Schedule 4(a); ------------- (ii) the sum of $1,000,000 shall be payable by delivery as soon as practicable after the Closing of certificates evidencing that number of shares of common stock of Parent (the "Common Shares") representing a value of $1,000,000, based on the average of the policies constituting closing price of the BusinessCommon Shares for the twenty business days immediately preceding the Closing Date, including without limitationto be allocated among Stockholders in accordance with the percentages set forth opposite each Stockholder's name Schedule 4(a); and ------------- (iii) the sum of $750,000 shall be payable by wire transfer to the bank and account designated by Stockholders in writing, actuarial assumptions that were reasonable to be allocated among Stockholders in relation theretoaccordance with the percentages set forth opposite each Stockholders name on Schedule 4(a), ten (10) days after the final determination ------------- of the Closing Tangible Net Worth (as defined herein). (b) in accordance with applicable SAP and actuarial principles and practices applicable It is the intention of the parties that Corporation's Net Worth (as hereinafter defined) at the Closing (the "Closing Tangible Net Worth") be equal to or greater than $2,000,000. If the Closing Tangible Net Worth is determined to be less than $2,000,000, any such deficiency shall be paid by Stockholders to Buyer by wire transfer of immediately available funds to the Company under Requirements bank and account designated by Buyer in writing, (A) if no amounts or items shown on the Tangible Net Worth Statement (as hereinafter defined) have been disputed as provided herein, within 10 days after delivery to Stockholders of Lawsthe Tangible Net Worth Statement, and (cB) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets if any amounts or items shown on the asset page Tangible Net Worth Statement have been disputed, within 10 business days following the resolution of all such disputed amounts or items as provided herein. As used in this Agreement, the Company’s SAP Statements; less (5) 20% of term "Tangible Net Worth" means the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, book value of the decrease assets (excluding goodwill and other intangible assets) of Corporation exceeds the sum of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount book value of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate liabilities of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing DateCorporation, calculated in accordance with the provisions of this Section 2.2generally accepted accounting principles ("GAAP"), including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”)consistently applied. Within ninety 90 days after following the Closing Date, Stockholders and Stockholders' independent public accountants shall prepare and deliver to Buyer a statement setting forth the chief financial officer Closing Tangible Net Worth (the "Tangible Net Worth Statement"). During such period of 90 days, Buyer shall provide Stockholders and Stockholders' accountants reasonable access during normal business hours, upon reasonable advance notice, to the books and records of Corporation; provided, however, that Stockholders -------- ------- shall schedule such access through an authorized representative of Buyer shall deliver and in such a way as to Seller a certificate avoid material disruption of the chief financial officer normal business of Corporation. For a period of 60 days after the date of delivery to Buyer of the Tangible Net Worth Statement, Stockholders shall provide Buyer and Buyer's accountants reasonable access during normal business hours, upon reasonable advance notice, to the work papers used by Stockholders and Stockholders' accountants in preparing the Tangible Net Worth Statement. Unless Buyer notifies Stockholders in writing within 60 days after delivery to Buyer of the Tangible Net Worth Statement that Buyer disputes one or more amounts or items shown on the Tangible Net Worth Statement, the Tangible Net Worth Statement shall be final, conclusive and binding on the parties hereto. If Buyer notifies Stockholders in writing within 60 days after delivery to Buyer of the Tangible Net Worth Statement that Buyer disputes one or more amounts or items shown on the Tangible Net Worth Statement, then Buyer and Stockholders shall promptly thereafter meet in good faith to attempt to resolve any and all such disputed amounts or items. If Buyer and Stockholders are unable to agree upon a resolution of any disputed amount within 15 days after receipt by Buyer of Stockholders' notice regarding the existence of such disputed amount or item, then such disputed amount or item shall be resolved by an independent nationally recognized accounting firm, selected by mutual agreement of Buyer setting forth Buyer’s determination of and Stockholders, which is not then providing, and has not provided during the Adjusted Statutory Capital and Surplus of the Company as of one- year period immediately preceding the Closing Date, calculated in accordance with the provisions services to any of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies i) Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Daysany of its affiliates or (ii) Corporation, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination or any of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplusits affiliates ( "Independent Accountants"). If Buyer and Seller fail Stockholders are unable to resolve any agree on mutually acceptable Independent Accountants during the 15 day period referred to in the immediately preceding sentence, then such Independent Accountants shall be selected by mutual agreement of Buyer's independent public accountant and Stockholders' independent public accountant. The resolution of such disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in and items by the Buyer’s calculation of Independent Accountants shall be final, conclusive and binding upon the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagementparties. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm Independent Accountants shall be paid borne equally by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital Buyer and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentStockholders.

Purchase Price Adjustment. The total aggregate consideration for (a) As soon as practicable after the Shares purchased by Buyer from Closing, but in no event later than sixty (60) days after the Closing, Seller shall cause to be prepared and delivered to Buyer: (x) an amount equal unaudited statutory balance sheet of CalFarm as of the end of the calendar month immediately preceding the Closing Date (the "Closing Balance Sheet"), which balance sheet shall reflect (i) the transfer of assets and liabilities to and from CalFarm as a result of the Depooling Agreement (including the net change in the tax liabilities of CalFarm related to the Adjusted Statutory Capital and Surplus consummation of the Company transactions contemplated by the Depooling Agreement), (ii) the transfer to CalFarm by Seller of all the outstanding shares of common stock of CalFarm Agency prior to the Closing Date, and (iii) the transfer by Seller to CalFarm pursuant to an assignment or sublease of all of Seller's rights and obligations under the office building lease between ▇▇▇▇▇▇ Hills Business Center II, a California limited partnership, and Seller dated as of February 16, 1996, as amended as of September 11, 1998 ((i), (ii) and (iii) above being collectively referred to herein as the "Related Transfers"); PROVIDED, HOWEVER, that no effect shall be given to any Tax Liability paid or to be paid by CalFarm, Cal-Ag or CalFarm Agency as a result of the Elections provided for in Section 12.8; and (y) a report indicating the market value as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the Investment Assets of CalFarm which market value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used determined by the Company’s consulting actuary, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Pricing Services, except as otherwise provided on Annex B hereto. The Closing Balance Sheet shall (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.i) be prepared in accordance with SAP (other than the requirement thereof for footnote disclosure), to the extent such methodologies are (ii) be consistent with preceding subclauses the preparation of the SAP Statements (aas defined in Section 3.8 hereof) and (b)iii) be based on, and give effect to, the methods, procedures, assumptions and transfers used in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page preparation of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated 1998 Pro Forma Balance Sheet. Buyer shall cooperate with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease Seller in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as preparation of the Closing DateBalance Sheet and shall provide Seller with access to CalFarm's premises and shall make available to Seller such employees, calculated in accordance with information systems, books and records of CalFarm as Seller may reasonably request to prepare the provisions Closing Balance Sheet. At the option and expense of this Section 2.2Buyer, including without limitationupon notice to Seller prior to Closing, an estimate the Closing Balance Sheet shall be audited by PricewaterhouseCoopers LLP (such Closing Balance Sheet as so audited being referred to herein as the "Audited Closing Balance Sheet") and which Audited Closing Balance Sheet shall be delivered to Buyer upon completion of the Fair Market Value of audit. If the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectivelyClosing Balance Sheet is so audited, the “Estimated Audited Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and Balance Sheet shall be final and binding on the Partiesparties and shall be deemed to be the Closing Balance Sheet for purposes of subsection (b) below, absent fraud or manifest error. If except that (x) the Accounting Firm’s designation amount of unpaid losses and loss adjustment expenses reflected on the unaudited Closing Balance Sheet shall be the amount of unpaid losses and loss adjustment expenses and (y) the amount of accrued liabilities representing the difference between the estimated Purchase of Goodwill liability under the agreements with traditional agents (formerly known as "exclusive agents") and the estimated amount recoverable from the future sale of books of business to purchasing agents (the "Agent Business Accrual Liability") reflected on the unaudited Closing Balance Sheet shall be the amount of Agent Business Accrual Liability used for purposes of determining the Surplus on the Closing Balance Sheet pursuant to subsection (b) below; PROVIDED THAT, to the extent that Buyer disagrees with any such amount solely as its relates to events and developments since January 1, 1999 reflected in the SAP results of operations of CalFarm from January 1, 1999 to and including the date of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of BuyerBalance Sheet, the fees and expenses of the Accounting Firm such disagreement shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date resolved pursuant to subsection (c) below. (b) Subject to the date remainder of paymentthis subsection (b) and subsection (c) below, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.twenty

Purchase Price Adjustment. The total aggregate consideration for (a) Within six (6) months after the Shares purchased by Closing Date, Buyer from Seller shall deliver, or shall cause the Company to deliver, a statement of the Company's Working Capital (the "Working Capital Statement"), dated as of the Closing Date. For purposes of this Agreement, the Company's Working Capital shall be an amount equal to calculated by deducting the Adjusted Statutory Capital Company's liabilities from the Company's current assets (as such items are defined by and Surplus determined in accordance with GAAP); provided, that, the parties agree that the Company's outstanding debt under the Bank of America Loan shall not be included in the calculation of the Company Company's Working Capital and; provided, further, that, the parties agree that, (i) if the amount by which barter liabilities as of the Closing Date exceeds barter receivables as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”the "Net Barter Liability Position") is less than Thirty-Five Thousand Dollars ($35,000), plus $4,750,000, but such Net Barter Liability Position shall not to exceed, in be factored into the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus calculation of the Company's Working Capital and (ii) if, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with Date, the exception of any lottery securities, which will Net Barter Liability Position equals or exceeds Thirty-Five Thousand Dollars ($35,000) such excess Net Barter Liability Position shall be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with factored into the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page calculation of the Company’s SAP Statements; less 's Working Capital. The Working Capital Statement shall: (5i) 20% of set forth the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Working Capital and Surplus of the Company as of the Closing Date, calculated ; (ii) be determined in accordance with GAAP; and (iii) be certified by the President of the Company as having been prepared consistent with the provisions of this Section 2.2, including without limitation, an estimate 2.4(a). For purposes of determining the accounts receivable balance as of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company appropriate allowance for doubtful accounts as of the Closing Date, calculated any post-Closing adjustments made to such balances shall be in accordance with GAAP and shall reflect that any payments received by the provisions Company in satisfaction of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force any outstanding accounts receivable balance are applied to the oldest such outstanding balance (i.e., "first in, first out"), unless such application is, in the Buyer's reasonable discretion, validly disputed by the account debtor. If Seller so requests, by notice given within two (2) business days after the delivery of the Working Capital Statement, the Company on shall assign to Seller any accounts receivable owing to the Company from or related to the operation of the Station prior to the Closing Date which have been deemed uncollectible. (b) The Working Capital reflected on the Working Capital Statement shall be conclusive and actual Fair Market Value binding upon the parties unless within two (2) business days after the delivery of the bondsWorking Capital Statement to Seller, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days of his objection thereto. In the event that Buyer and Seller does not agree are unable to resolve any dispute concerning the Working Capital Statement, the parties shall engage an independent, national or regional accounting firm which is mutually agreeable to Buyer and Seller to calculate the Company's Working Capital in accordance with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and SurplusSection 2.4(a) hereof. If Buyer and Seller fail are unable to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in agree upon an accounting firm to perform the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagementcalculation, Buyer and Seller shall execute any engagementeach select an independent, indemnity and other agreements as national or regional accounting firm who will then agree upon a third independent, national or regional accounting firm to perform the Accounting Firm may require as a condition to such engagementcalculation. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination performed by the Accounting Firm except to selected accounting firm will be conclusive and binding upon the extent affected by resolution of parties. (c) In the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree event that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Working Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding reflected on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Working Capital and Surplus Statement is equal to or greater than Zero Dollars ($0): (i) the Post-Closing Escrow Deposit, together with any interest earned thereon, shall be paid to Seller; (ii) the interest earned on the Escrow Deposit prior to Closing shall be paid to Buyer; and (iii) Buyer shall pay the amount, if any, that the Working Capital exceeds Zero Dollars ($0) (the "Overage") to Seller by wire transfer of immediately available funds to such bank or other financial institution as shall be designated by Seller at least three (3) business days after Seller's receipt of the Working Capital Statement as an increase in the Purchase Price. (d) In the event that the Working Capital as reflected on the Working Capital Statement is less than Zero Dollars ($0), but the amount by which the Working Capital is less than Zero Dollars ($0) (the "Shortage") is less than or equal to One Hundred Thousand Dollars ($100,000), (i) the amount of such Shortage, together with any interest earned thereon, shall be paid to Buyer out of the Post-Closing Escrow Deposit as a reduction in the Purchase Price and (ii) the remainder of the Post-Closing Escrow Deposit, if any, together with any interest earned thereon, shall be paid to Seller. (e) In the event that the Working Capital as reflected on the Working Capital Statement is less than Zero Dollars ($0) and the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of BuyerShortage is greater than One Hundred Thousand Dollars ($100,000), the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm any such Shortage shall be paid by Buyer. If offset first against the Amount of interest and then, if necessary, against the Closing Date Adjusted Statutory Capital and Surplus is greater than principal payable under the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentPromissory Note.

Purchase Price Adjustment. (a) The total aggregate consideration Purchase Price will be adjusted following Closing to compensate for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1i) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value any excess or deficiency as of the Closing Date with respect to (A) the exception of any lottery securitiesamount reflected on the September 30, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions 2001 unaudited consolidated balance sheet of the policies constituting Company for current assets (less the Businessamount of $1,664,400 attributable to the current portion of the Transmission Congestion Contracts ("TCCS") as of September 30, including without limitation2001) less current liabilities (except for the items treated separately in clause (B) below) and (B) except as set forth in this Section 2.03(a), actuarial assumptions that were reasonable the book value of fuels, materials, supplies, and inventories on site at Closing; (ii) the capital expenditures set forth in relation theretothe Disclosure Schedule; (iii) additional capital expenditures not exceeding $150,000 in the aggregate, and such further additional capital expenditures in excess of $150,000 as shall be approved in writing by the Buyer; and (iv) any increase or reduction in the Purchase Price as determined pursuant to the Closing Date Purchase Price Adjustment set forth in Schedule 2.03(a). The Buyer shall be responsible (as an addition to the Purchase Price) for the foregoing capital expenditures, but only to the extent money has been expended or a liability has been incurred by the Company during the period from September 30, 2001 to the Closing Date. For purposes of this Section 2.03(a), inventory value subject to adjustment includes (i) fuel and inventory of $1,166,427 as of September 30, 2001, and (ii) GP Mate inventory of $1,563,907 as of November 21, 2001, and excludes the Siemens spare parts inventory as set forth in the Disclosure Schedule, as to which no adjustment shall be made. (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements Stockholder shall provide a preliminary statement of Laws, and Purchase Price adjustments at least thirty (c30) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day days prior to the Closing Date, Seller will determine and will deliver . Stockholder shall provide a final statement of Purchase Price adjustments (the "ADJUSTMENT STATEMENT") to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of within five (5) business days following the Closing Date. (c) The values or amounts for each item reflected on the Adjustment Statement shall be binding upon the Buyer, calculated in accordance unless the Buyer gives written notice within thirty (30) days after receipt thereof, of disagreement with the provisions of this Section 2.2, including without limitation, an estimate any of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are values or amounts shown on the Quarterly SAP Statement of the Company Adjustment Statement, specifying as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectivelyto each such item in reasonable detail, the “Estimated Closing Date Adjusted Capital nature and Surplus.”) The Purchase Price at Closing will extent of such disagreement (the "DISPUTE NOTICE"). Buyer shall have the right to verify quantities of fuel and inventory based upon a random sampling methodology to be based on agreed between Stockholder and Buyer. If the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller Buyer and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm Stockholder are unable to resolve any such disagreement within thirty (30) days after the date of the Dispute Notice, then the issues in dispute will be submitted to the Independent Accounting Firm, for resolution. If the issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed matters in accordance issues as the Accountants may request and are available to that party (or its independent public accountants) and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the terms of this AgreementAccountants; (ii) the determination by the Accountants, andas set forth in a notice delivered to both parties by the Accountants, in connection with such engagement, will be binding and conclusive on the parties; and (iii) the Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require Stockholder will each bear 50% of the fees of the Accountants for such determination. If as a condition to such engagement. The Accounting Firm’s engagement shall be limited to result of the resolution of disputed amounts set forth any disputes pursuant to this Section 2.03, any amount shown in Buyer’s calculation the Adjustment Statement is determined to be erroneous, such erroneous amount shall be deleted from the Adjustment Statement and the correct amount shall be inserted in lieu thereof. (d) Immediately upon the expiration of the Final Closing Date Adjusted Statutory Capital and Surplus that have thirty (30) day period for giving the Dispute Notice, if a Dispute Notice is not given, or within five (5) business days after the determination has been identified by Seller, which resolution shall be completed in accordance with this AgreementSection 2.03, and no other matter relating (i) the Buyer shall pay to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than Stockholder the amount of any upward Purchase Price adjustment or, (ii) Stockholder shall pay to the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than Buyer the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentany downward Purchase Price adjustment.

Purchase Price Adjustment. The total aggregate consideration for (a) At least three days prior to the Shares purchased by Buyer from Closing Date, the Seller shall be an amount equal deliver to the Adjusted Statutory Buyer a statement (the “Closing Statement”) reflecting the Seller’s good faith estimate of: (i) the Net Working Capital which statement shall contain an estimated balance sheet as of the close of business on the day prior to the Closing Date and Surplus shall be prepared in accordance with GAAP and in accordance with the Accounting Principles (such estimate, the “Estimated Working Capital”); and (ii) (A) the Cash of the Company as of September 30, 2013 if the Closing Date is scheduled on a date after September 30, 2013 or (B) the Cash of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price close of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown business on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of Date if the Closing DateDate is scheduled on or before September 30, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto 2013 (collectively, (A) or (B) the “Estimated Closing Date Adjusted Cash”). If the Estimated Working Capital and Surplus.”) The is less than the Target Working Capital, the Initial Purchase Price at Closing will be based on reduced by the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company such shortfall (the “Closing Date Purchase PriceWorking Capital Underage”), subject to further adjustment as provided in this Section 2.3. If the Estimated Working Capital is greater than the Target Working Capital, the Initial Purchase Price will be increased by the amount of such excess (the “Working Capital Overage”), subject to further adjustment as provided in this Section 2.3. If the Estimated Cash is less than $0.00, the Initial Purchase Price will be reduced by the amount of such shortfall (the “Cash Underage”), subject to further adjustment as provided in this Section 2.3. If the Estimated Cash exceeds $0.00, the Initial Purchase Price will be increased by the amount of such excess (the “Cash Overage”), subject to further adjustment as provided in this Section 2.3. (b) Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver prepare and deliver, or cause to be prepared and delivered, to the Seller a certificate statement (the “Closing Date Statement”), setting forth: (i) the calculation of the chief financial officer of Buyer setting forth Buyer’s determination Net Working Capital which statement shall contain a balance sheet as of the Adjusted Statutory Capital close of business on the day prior to the Closing Date and Surplus shall be prepared in accordance with GAAP and in accordance with the Accounting Principles (the “Closing Working Capital”); and (ii) (A) the calculation of the Cash of the Company as of September 30, 2013 if the Closing Date is scheduled on a date after September 30, 2013 or (B) the calculation of the Cash of the Company as of the close of business on the day prior to the Closing DateDate if the Closing Date is scheduled on or before September 30, calculated 2013 ((A) or (B) the “Closing Cash”). The Closing Date Statement must be prepared in accordance with GAAP and in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto Accounting Principles. (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after c) Within 30 days following receipt by the Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital Statement, the Seller shall deliver a written notice (an “Objection Notice”) to the Buyer of any dispute it has with respect to the preparation or content of such statement. An Objection Notice must describe in reasonable detail the items contained in the Closing Date Statement that the Seller disputes and Surplusthe basis for any such disputes. If the Seller does not deliver an Objection Notice with respect to the Closing Date Statement within such 30‑day period, such statement will be final, conclusive and binding on the parties. If the Seller delivers a timely Objection Notice, the Buyer and the Seller shall negotiate in good faith to resolve such dispute. If the Buyer and the Seller, notwithstanding such good faith effort, fail to resolve any disputed amounts such dispute within 30 days after the Seller gives delivers an Objection Notice, then the Buyer notice and the Seller, jointly, shall engage the Arbitration Firm to resolve such dispute. As promptly as practicable thereafter (and, in any event, within 30 days after the Arbitration Firm’s engagement), the Seller shall submit any unresolved elements of its objection to the Arbitration Firm in writing (with a copy to the Buyer), supported by any disputed amounts documents and arguments upon which it relies. As promptly as practicable thereafter (and, in any event, within 30 days following the Seller’s submission of such unresolved elements, the Buyer shall submit its response to the Arbitration Firm (with a copy to the Seller) supported by any documents and arguments upon which it relies. The Buyer and the Seller shall request that the Arbitration Firm render its determination within 30 days following its receipt of the Buyer’s calculation response. The scope of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage disputes to be resolved by the Accounting Arbitration Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be is limited to the resolution of disputed amounts set forth in Buyer’s calculation of unresolved items on the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amountsObjection Notice. In resolving any disputed item, the Accounting Arbitration Firm shall may not assign a value to any item greater than the greatest value claimed for such item claimed by either Party party or less than the smallest value claimed for such item claimed by either Partyparty. The Parties agree that All determinations made by the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Arbitration Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final final, conclusive and binding on the Parties, absent fraud or manifest errorparties. If the Accounting Firm’s designation The fees and expenses of the Closing Date Adjusted Statutory Capital and Surplus is equal to or Arbitration Firm shall be borne by the party who loses the greater than the dollar amount of unresolved items, it being understood that if each party loses the Final Closing Date Adjusted Statutory Capital and Surplus determined by same dollar amount of unresolved items, the chief financial officer of Buyer, parties shall share the fees and expenses of the Accounting Arbitration Firm equally. (d) For purposes of complying with the terms set forth in this Section 2.3, each party shall cooperate with and make available to the other party and its representatives all information, records, data and working papers and shall permit access to its facilities and personnel, as may be paid by Seller; if reasonably required in connection with the Accounting Firm’s determination preparation and analysis of the Closing Date Adjusted Statutory Statement and the resolution of any disputes under the Closing Date Statement. (e) If Closing Working Capital and Surplus (as finally determined pursuant to Section 2.3(c)) is less than the Estimated Working Capital then the Purchase Price will be adjusted downward by the amount of such shortfall and the Final Closing Date Adjusted Statutory Capital Buyer and Surplus determined the Seller shall cause the Escrow Agent to pay, by bank wire transfer of immediately available funds to an account designated in writing by the chief financial officer of Buyer, from the fees and expenses NWC Reserve Amount in accordance with the terms of the Accounting Firm shall be paid by BuyerEscrow Agreement an amount in cash equal to such shortfall to the Buyer within five business days from the date on which Closing Working Capital is finally determined pursuant to Section 2.3(c). If the NWC Reserve Amount is not sufficient to pay the shortfall referred to in this Section 2.3(e), the Seller shall pay the amount of such shortfall within five business days from the date on which Closing Date Adjusted Statutory Working Capital and Surplus is finally determined pursuant to Section 2.3(c). If the Seller is unable to pay such shortfall, the Members on a several (in proportion to their percentage ownership interest in the Seller as set forth on the signature page hereto) but not on a joint basis shall pay the amount of such shortfall within five business days from the date on which Closing Working Capital is finally determined pursuant to Section 2.3(c). (f) If Closing Working Capital (as finally determined pursuant to Section 2.3(c)) is greater than the Estimated Working Capital then the Purchase Price will be adjusted upward by the amount of such excess (the Estimated Closing Date Adjusted Statutory “Upward Working Capital Adjustment Amount”) and Surplus, the Buyer shall pay or cause to be paid to the differenceSeller by bank wire transfer of immediately available funds to an account designated in writing by the Seller, plus interest at an amount in cash equal to the rate of six percent per annum Upward Working Capital Adjustment Amount within five business days from the date on which Closing Date Working Capital is finally determined pursuant to Section 2.3(c). Further, the date Buyer and the Seller shall cause the Escrow Agent to pay, by bank wire transfer of paymentimmediately available funds to an account designated in writing by the Seller, to Seller within ten Business Days after in cash the determination of balance in the Reserve Account including, without limitation, the NWC Reserve Amount. (g) If the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus Cash (as finally determined pursuant to Section 2.3(c)) is less than the Estimated Cash, then the Purchase Price will be adjusted downward by the amount of such shortfall and the Buyer and the Seller shall cause the Escrow Agent to pay, by bank wire transfer of immediately available funds to an account designated in writing by the Buyer, from the NWC Reserve Amount in accordance with the terms of the Escrow Agreement an amount in cash equal to such shortfall to the Buyer within five business days from the date on which the Closing Cash is finally determined pursuant to Section 2.3(c). If the NWC Reserve Amount is not sufficient to pay the shortfall referred to in this Section 2.3(g), the Seller shall pay the amount of such shortfall within five business days from the date on which Closing Cash is finally determined pursuant to Section 2.3(c). If the Seller is unable to pay such shortfall, the Members on a several (in proportion to their percentage ownership interest in the Seller as set forth on the signature page hereto) but not on a joint basis shall pay the amount of such shortfall within five business days from the date on which Closing Cash is finally determined pursuant to Section 2.3(c). If after payment of the shortfall referred to in Section 2.3(e), if any, and this Section 2.3(g), if any, there is a balance in the Reserve Account, the Buyer and the Seller shall cause the Escrow Agent to pay, by bank wire transfer of immediately available funds to an account designated in writing by the Seller, in cash the balance in the Reserve Account including, without limitation, any remainder portion of the NWC Reserve Amount in the Reserve Account. (h) If the Closing Cash (as finally determined pursuant to Section 2.3(c)) is greater than the Estimated Closing Date Adjusted Statutory Capital Cash, then the Purchase Price will be adjusted upward by the amount of such excess (the “Upward Cash Adjustment Amount”) and Surplus, Seller the Buyer shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date pay or cause to be paid to the date Seller by bank wire transfer of paymentimmediately available funds to an account designated in writing by the Seller, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due cash equal to the highest lawful rate per annum Upward Cash Adjustment Amount within five business days from the date on which Closing Date Cash is finally determined pursuant to Section 2.3(c). (i) Any payment required pursuant to Section 2.3(e), Section 2.3(f), Section 2.3(g), or Section 2.3(h) shall be treated as an adjustment to the date of paymentPurchase Price (as finally determined) for Tax purposes, to the extent permitted by applicable Law.

Purchase Price Adjustment. (a) Prior to the Closing Date, Mr. ▇▇▇▇▇▇▇ ▇▇▇ll deliver to the Purchaser a worksheet, in the form attached as Exhibit B hereto, setting forth a reasonable estimate of the Indebtedness and Net Working Capital as of the Closing Date, as well as a computation of the estimated Adjustment Amount (the "Estimated Adjusted Amount"). The total aggregate consideration for the Shares purchased by Buyer from Seller worksheet shall be prepared by Mr. ▇▇▇▇▇▇▇ ▇▇▇ reasonably acceptable to the Purchaser. If the Estimated Adjustment Amount is a positive number, the Cash Portion as allocated to (i) Mr. ▇▇▇▇▇▇▇ ▇▇▇ll be decreased in an amount equal to the Adjusted Statutory Capital and Surplus one-half percent (0.5%) of the Company positive Estimated Adjustment Amount; (ii) the Grat shall be decreased in an amount equal to forty-nine and one-half percent (49.5%) of the positive Estimated Adjustment Amount and (iii) the Estate shall be decreased in an amount equal to fifty percent (50%) of the positive Estimated Adjustment Amount. If the Estimated Adjustment Amount is a negative number (i.e., the excess Net Working Capital exceeds the Indebtedness), the Cash Portion as allocated to (i) Mr. ▇▇▇▇▇▇▇ ▇▇▇ll be increased in an amount equal to one-half percent (0.5%) of the negative Estimated Adjustment Amount; (ii) the Grat shall be increased in an amount equal to forty-nine and one-half percent (49.5%) of the negative Estimated Adjustment Amount and (iii) the Estate shall be increased in an amount equal to fifty percent (50%) of the negative Estimated Adjustment Amount. (b) Within 90 days after the Closing, Purchaser shall cause the Companies to prepare a consolidated balance sheet of the Companies as of the Closing Date (“the "Closing Date Adjusted Statutory Capital and Surplus”Balance Sheet"), plus $4,750,000, but not to exceed, in the aggregate, including a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus computation of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D actual Adjustment Amount of the Company’s SAP Statements shall be marked to Fair Market Value Companies as of the Closing Date with (the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions "Actual Adjustment Amount"). If within 15 days following delivery of the policies constituting the BusinessClosing Date Balance Sheet to Mr. ▇▇▇▇▇▇▇, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇s not object in writing thereto, then the Actual Adjustment Amount shall be as computed on such Closing Date Balance Sheet. If Mr. ▇▇▇▇▇▇▇ ▇▇▇s object in writing to the computation within such 15-day period, then the Purchaser and Mr. ▇▇▇▇▇▇▇ ▇▇▇ll negotiate in good faith and attempt to resolve their disagreement. Should such negotiations not result in an agreement within 20 days, then the matter shall be submitted to an independent accounting firm of national reputation mutually acceptable to the Purchaser and Mr. ▇▇▇▇▇▇▇ (of ▇▇e "Neutral Auditors"). If the Purchaser and Mr. ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), ▇ unable to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets agree on the asset page Neutral Auditors, then they shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Company’s SAP Statements; less (5) 20% of Neutral Auditors and the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amountwork, if any, of to be performed by the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing Neutral Auditors will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.borne equally by

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of LawsAs soon as practicable, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 no event later than 30 days after the Closing Date, the chief Seller shall have prepared and delivered to Purchaser (i) audited combined statements of financial officer of Buyer shall deliver to Seller a certificate condition of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company Divisions as of December 31, 2000 (the Closing Date"Audited Final Balance Sheet") and December 31, calculated 1999, and the related audited combined statements of income, equity and cash flows for the years then ended, prepared in accordance with United States generally accepted accounting principles on a basis consistent with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bondsFinancial Statements, together with true a report thereon by Ernst & Young, LLP, and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for ii) a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Net Working Capital of the Divisions as of December 31, 2000 derived therefrom, but appropriately adjusted to exclude from such calculation Excluded Assets and Excluded Liabilities (the "Adjusted Statutory Net Working Capital of the Divisions"). Within five (5) business days thereafter: (1) if the Adjusted Net Working Capital of the Divisions as so calculated is greater than $41,400,000 (the "Target Adjusted Net Working Capital of the Divisions"), the Cash Amount shall be increased by the difference between such Adjusted Net Working Capital of the Divisions and Surplusthe Target Adjusted Net Working Capital of the Divisions, and Purchaser shall pay Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters cash in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition an amount equal to such engagement. The Accounting Firm’s engagement shall be limited to difference; or (2) if the resolution of disputed amounts set forth in Buyer’s calculation Adjusted Net Working Capital of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter Divisions as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus so calculated is less than the amount Target Adjusted Net Working Capital of the Final Closing Date Adjusted Statutory Capital and Surplus determined Divisions, the Stock Amount (in the form of Excess Shares valued at $17.15 per Share) shall be reduced by the chief financial officer of Buyer, difference between the fees and expenses Target Adjusted Net Working Capital of the Accounting Firm Divisions and such Adjusted Net Working Capital of the Divisions, and Seller shall by deed transfer to CB&I for no consideration ("om niet") such Excess Shares having an aggregate value equal to such difference, and Seller shall surrender to CB&I the legended certificates issued for such Excess Shares (and the transfer shall be paid by Buyer. If entered in the Amount U.S. part of the Closing Date Adjusted Statutory Capital CB&I shareholders register). (b) Each party will provide the other party and Surplus is greater than its accountants reasonable access to the amount books, records, workpapers, facilities and employees of the Estimated Closing Date Adjusted Statutory Capital Divisions and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date workpapers of payment, to Seller within ten Business Days after their respective accountants in connection with the determination preparation and review of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentAudited Final Balance Sheet.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus No later than two (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day Business Days prior to the Closing Date, Seller will determine shall prepare and will deliver to Buyer a certificate of the chief financial an officer of Seller and the Company setting forth Seller’s determination its good faith estimate of (i) the aggregate amount of cash and cash equivalents (including money market funds) of the Adjusted Statutory Capital and Surplus of the Company Partnership as of the Closing DateDate (the “Estimated Cash Amount”), calculated (ii) the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”), (iii) the aggregate amount of any capital expenditures not contemplated by the 2006 or 2007 capital expenditure budgets of the Partnership that may be made by the Partnership after the date of this Agreement and prior to the Closing in accordance with Section 6.1 (the provisions “Estimated CapEx Amount”) and (iv) the aggregate amount of any principal and interest payments with respect to indebtedness of the Partnership that may be made by the Partnership after the date of this Agreement and prior to the Closing in accordance with Section 2.26.1 (the “Estimated Debt Repayment Amount”). (b) The Initial Purchase Price shall be (i) (A) increased, including without limitationif the Estimated Net Working Capital exceeds the Reference Net Working Capital, by an estimate amount equal to 49% of the Fair Market Value amount of such excess, or (B) decreased, if the Reference Net Working Capital exceeds the Estimated Net Working Capital, by an amount equal to 49% of the bondsamount of such excess, (ii) increased by an amount equal to 49% of any Estimated CapEx Amount and statutory reserves (iii) increased by an amount equal to 49% of any Estimated Debt Repayment Amount (the aggregate of such increase(s) or decrease, as the case may be, being the “Estimated Closing Adjustment”). (c) Within 45 days following the Closing Date, Seller shall prepare and liabilities as such statutory reserves and liabilities are shown on deliver to Buyer, together with any supporting documentation, the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto following (collectively, the “Estimated Preliminary Statement”): (i) an unaudited balance sheet of the Partnership as of the Closing Date Adjusted Capital (before giving effect to the Closing) (the “Preliminary Closing Balance Sheet”), prepared by Seller in accordance with GAAP, consistently applied; (ii) a calculation by Seller of the aggregate amount of cash and Surplus.”cash equivalents (including money market funds) The Purchase Price at of the Partnership as of the Closing will be Date (before giving effect to the Closing) based on the Preliminary Closing Balance Sheet (the “Preliminary Cash Amount”); (iii) a calculation by Seller of the Net Working Capital as of the Closing Date (before giving effect to the Closing) based on the Preliminary Closing Balance Sheet (the “Preliminary Net Working Capital”); (iv) a calculation by Seller of the aggregate amount of any capital expenditures not contemplated by the 2006 or 2007 capital expenditure budgets of the Partnership that may be made by the Partnership after the date of this Agreement and prior to the Closing in accordance with Section 6.1 (the “Preliminary CapEx Amount”); and (v) a calculation by Seller of the aggregate amount of any principal and interest payments with respect to indebtedness of the Partnership that may be made by the Partnership after the date of this Agreement and prior to the Closing in accordance with Section 6.1 (the “Preliminary Debt Repayment Amount”). (d) In connection with the preparation of the Preliminary Statement, Seller and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to the books and records, the financial systems and finance personnel and any other information of the Partnership that Seller reasonably requests, and Buyer shall, and shall use its commercially reasonable efforts to cause the Partnership, to cooperate reasonably with Seller and its representatives in connection therewith. (e) Buyer shall have fifteen (15) Business Days following receipt of the Preliminary Statement to review the Preliminary Closing Balance Sheet and the calculations of the Preliminary Cash Amount, the Preliminary Net Working Capital, the Preliminary CapEx Amount and the Preliminary Debt Repayment Amount, and to notify Seller in writing if it disputes the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown Preliminary Cash Amount, the Preliminary Net Working Capital, the Preliminary CapEx Amount or the Preliminary Debt Repayment Amount set forth on the certificate Preliminary Statement (the “Dispute Notice”), specifying the reasons therefor in reasonable detail (and providing any supporting documentation). (f) In connection with Buyer’s review (and subject to the Confidentiality Agreement), Buyer and its Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Seller or its Representatives (subject to customary indemnification agreements with respect to work papers of the chief financial officer Partnership’s or Seller’s independent accountants that may be requested by such independent accountants) in connection with Seller’s preparation of the Preliminary Closing Balance Sheet and/or its calculation of the Preliminary Cash Amount, the Preliminary Net Working Capital, the Preliminary CapEx Amount or the Preliminary Debt Repayment Amount and to finance personnel of Seller and any other information which Buyer reasonably requests, and Seller shall cooperate reasonably with Buyer and its Representatives in connection therewith. (g) In the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of event that Buyer shall deliver a Dispute Notice to Seller, Buyer and Seller a certificate of shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the chief financial officer of Buyer setting forth Buyer’s determination of Preliminary Closing Balance Sheet, the Adjusted Statutory Capital Preliminary Cash Amount, the Preliminary Net Working Capital, the Preliminary CapEx Amount and Surplus of the Company as of the Closing Date, calculated Preliminary Debt Repayment Amount shall be made in accordance with the provisions agreement of this Section 2.2 based upon actual SAP reserves Buyer and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value Seller. In connection with Seller’s review of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and SurplusDispute Notice, Seller and its Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Buyer or its Representatives (subject to customary indemnification agreements with respect to work papers of Buyer’s independent accountants that may be requested by such independent accountants) in connection with Buyer’s preparation of the Dispute Notice and to finance personnel of Buyer and any other information which Seller reasonably requests, and Buyer shall cooperate reasonably with Seller and its Representatives in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplusconnection therewith. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm are unable to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with dispute within fifteen (15) Business Days (or such engagement, longer period as Buyer and Seller shall execute any engagementmutually agree in writing) of Buyer’s delivery of such Dispute Notice, indemnity and other agreements as such dispute shall be resolved by the Accounting Firm may require as a condition to such engagement. The Independent Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to such determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest errorparties. If Any expenses relating to the Accounting Firm’s designation engagement of the Closing Date Adjusted Statutory Capital Independent Accounting Firm in respect of its services pursuant to this Section 2.3(g) shall be shared equally by Seller and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the . The Independent Accounting Firm shall be paid instructed to use commercially reasonable efforts to perform its services within thirty (30) days of submission of the Preliminary Closing Balance Sheet, the Preliminary Cash Amount, the Preliminary Net Working Capital, the Preliminary CapEx Amount and the Preliminary Debt Repayment Amount to it and, in any case, as promptly as practicable after such submission. The Preliminary Closing Balance Sheet, the Preliminary Cash Amount, the Preliminary Net Working Capital, the Preliminary CapEx Amount and the Preliminary Debt Repayment Amount, (i) if no Dispute Notice has been timely delivered by Buyer, as originally submitted by Seller; , or (ii) if a Dispute Notice has been timely delivered by Buyer, as adjusted pursuant to the Accounting Firm’s determination resolution of such dispute in accordance with this Section 2.3(g), shall be, respectively, the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the “Final Closing Date Adjusted Statutory Capital Balance Sheet,” the “Final Cash Amount,” the “Final Net Working Capital,” the “Final CapEx Amount” and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment“Final Debt Repayment Amount”.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of LawsAs soon as practicable, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 ------------------------- no event later than 30 days after the Closing Date, the chief Seller shall have prepared and delivered to Purchaser (i) audited combined statements of financial officer of Buyer shall deliver to Seller a certificate condition of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company Divisions as of December 31, 2000 (the Closing Date"Audited Final Balance --------------------- Sheet") and December 31, calculated 1999, and the related audited combined statements of ----- income, equity and cash flows for the years then ended, prepared in accordance with United States generally accepted accounting principles on a basis consistent with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bondsFinancial Statements, together with true a report thereon by Ernst & Young, LLP, and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for ii) a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Net Working Capital of the Divisions as of December 31, 2000 derived therefrom, but appropriately adjusted to exclude from such calculation Excluded Assets and Excluded Liabilities (the "Adjusted Statutory Net Working Capital of the Divisions"). Within five (5) business days ---------------------------------------------- thereafter: (1) if the Adjusted Net Working Capital of the Divisions as so calculated is greater than $41,400,000 (the "Target Adjusted Net Working --------------------------- Capital of the Divisions"), the Cash Amount shall be increased by the difference ------------------------ between such Adjusted Net Working Capital of the Divisions and Surplusthe Target Adjusted Net Working Capital of the Divisions, and Purchaser shall pay Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters cash in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition an amount equal to such engagement. The Accounting Firm’s engagement shall be limited to difference; or (2) if the resolution of disputed amounts set forth in Buyer’s calculation Adjusted Net Working Capital of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter Divisions as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus so calculated is less than the amount Target Adjusted Net Working Capital of the Final Closing Date Adjusted Statutory Capital and Surplus determined Divisions, the Stock Amount (in the form of Excess Shares valued at $17.15 per Share) shall be reduced by the chief financial officer of Buyer, difference between the fees and expenses Target Adjusted Net Working Capital of the Accounting Firm Divisions and such Adjusted Net Working Capital of the Divisions, and Seller shall by deed transfer to CB&I for no consideration ("om -- niet") such Excess Shares having an aggregate value equal to such difference, ---- and Seller shall surrender to CB&I the legended certificates issued for such Excess Shares (and the transfer shall be paid by Buyer. If entered in the Amount U.S. part of the Closing Date Adjusted Statutory Capital CB&I shareholders register). (b) Each party will provide the other party and Surplus is greater than its accountants reasonable access to the amount books, records, workpapers, facilities and employees of the Estimated Closing Date Adjusted Statutory Capital Divisions and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date workpapers of payment, to Seller within ten Business Days after their respective accountants in connection with the determination preparation and review of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentAudited Final Balance Sheet.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, Within sixty (b60) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to days following the Closing Date, Seller will determine shall prepare, in consultation with Buyer, and will deliver to Buyer a certificate balance sheet for Seller as of June 30, 2003 (the chief financial officer of Seller and “June 30 Balance Sheet”) on a basis consistent with the Company setting forth December 31 Balance Sheet, attached hereto as Schedule 1.3. If the June 30 Balance Sheet reflects a positive or negative change from the December 31 Balance Sheet in Seller’s determination net worth of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectivelymore than $100,000, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will shall be based on increased or decreased, as the case may be, dollar for dollar by the amount of such change. (b) In preparing the Estimated Closing Date Adjusted Capital December 31 Balance Sheet and Surplus as shown the June 30 Balance Sheet, adjustments have been and will be made to eliminate the Excluded Assets, Excluded Liabilities, the accrued interest on the certificate Note from January 1, 2003 through June 30, 2003, and the New Tank Expenses. (c) If Buyer objects to Seller’s June 30 Balance Sheet, Buyer shall give Seller written notice of the chief financial officer of objections and Seller and Buyer shall use reasonable efforts to resolve the Company differences. If within thirty (the “Closing Date Purchase Price”). Within 90 30) days after the Closing Datedate on which Buyer has given Seller notice of its objections, the chief financial officer of Buyer parties have not reached agreement, any dispute related thereto shall deliver be referred to Seller a certificate Deloitte & Touche LLP and resolved within thirty (30) days after such referral. The independent accounting firm’s determination shall be conclusive and binding upon the parties hereto. The costs, expenses, and fees of the chief financial officer independent accounting firm shall be borne equally by the parties. (d) Upon the later of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on (i) the Closing Date and actual Fair Market Value (ii) the third (3rd) business day after the final determination of the bondsany adjustment pursuant to Section 1.3(a), together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt an amount shall be payable to an account designated by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies or Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm case may require be, as a condition follows: (A) if the Purchase Price is to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination increased by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplusadjustment, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if in cash the amount of such increase; and (B) if the Closing Date Adjusted Statutory Capital and Surplus Purchase Price is less than to be decreased by the adjustment, Seller shall pay to Buyer the amount of such decrease using, in its sole discretion, cash or the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentInitial Shares.

Purchase Price Adjustment. The total aggregate consideration for On the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus fifth (5th) anniversary of the Company Closing, the Initial Purchase Price may be subject to adjustment as follows: (i) If Seller’s payments to MVPL during the five-year period commencing on the date of the Closing Date and ending on the fifth (“5th) anniversary of the date of the Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Measurement Period”) result in tariff revenues to MVPL of less than Seventy Million Dollars ($70,000,000), the Initial Purchase Price”). “Adjusted Statutory Capital and Surplus” Price shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned be reduced by the Company shown on Schedule D amount of Five Million Dollars ($5,000,000); provided, however, if Seller is unable to transport crude oil volumes necessary to generate $70,000,000 in tariff revenues to MVPL during the Company’s SAP Statements shall be marked to Fair Market Value Measurement Period, as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum a result of (a) net operating loss carryforward for Tax purposesoperational difficulties on the Mid-Valley Pipeline or the Maumee Pipeline (collectively the “Pipeline”), plus which difficulties are not due to the fault of the Seller, or (b) capital loss carryforward for Tax purposes; plus proration on the Pipeline, no reduction in the Initial Purchase Price shall be made. (6ii) If Seller’s payments to MVPL during the amountMeasurement Period result in tariff revenues to MVPL of between (and including) Seventy Million Dollars ($70,000,000) and One Hundred Million Dollars ($100,000,000), if anyno adjustment to the Initial Purchase Price shall be made. (iii) If Seller’s payments to MVPL during the Measurement Period results in tariff revenues to MVPL of more than One Hundred Million Dollars ($100,000,000), of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in Initial Purchase Price shall be increased by the amount of the net operating loss carryforward for Tax purposesThree Million Dollars ($3,000,000). On the day prior The amount of any increase or decrease to the Closing Date, Seller will determine and will deliver Initial Purchase Price shall be referred to Buyer a certificate as the “Adjustment Amount.” Within sixty (60) days following the fifth anniversary of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectivelyClosing, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm Adjustment Amount shall be paid by Buyer or Seller; if , as appropriate, to the Accounting Firm’s determination other party by wire transfer of immediately available funds to the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined bank account designated by the chief financial officer receiving party. The payment of Buyer, the fees and expenses of the Accounting Firm any Adjustment Amount shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date deemed an adjustment to the date of paymentInitial Purchase Price, to Seller within ten Business Days after and the determination of Initial Purchase Price as adjusted by the Closing Date Adjusted Statutory Capital and Surplus is made; if Adjustment Amount shall constitute the amount of Purchase Price for the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentInterest.

Purchase Price Adjustment. (a) The total aggregate consideration for the Shares purchased by Buyer from Seller Purchase Price shall be an adjusted following the Execution based on the Final Statement of Net Assets (as defined below) prepared pursuant to this Section 1.5. If the amount equal to of the Adjusted Statutory Capital and Surplus Net Assets of the Company reflected on the Final Statement of Net Assets is less than Four Hundred Thousand Euros (€ 400,000), then the amount of the Purchase Price shall be decreased by the amount of the shortfall. Conversely, if the amount of the Net Assets of the Company reflected on the Final Statement of Net Assets is greater than Four Hundred Thousand Euros (€ 400,000), then the amount of the Purchase Price shall be increased by the amount of the excess. (b) For purposes of this Section 1.5, the term “Net Assets” means the excess, if any, of (i) the net book value of the current assets of the Company as of the Closing Date Effective Date, over (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1ii) the capital and surplus net book value of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and total liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Effective Date. (c) Within forty (40) calendar days following the Effective Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, Sellers shall cause to be prepared and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus : (i) an unaudited balance sheet of the Company as of the Closing DateEffective Date (the “Effective Date Balance Sheet”); and (ii) a Statement of Net Assets as of the Effective Date (the “Statement of Net Assets”), calculated each of which shall be denominated in Euros. The Company shall bear the entire cost of the preparation of the Effective Date Balance Sheet and the Statement of Net Assets; the cost shall be provided for as a liability on the Effective Date Balance Sheet. (d) The Effective Date Balance Sheet and Statement of Net Assets shall be prepared in accordance with United States generally accepted accounting principles (“US GAAP”) and, to the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in extent not inconsistent therewith, the Company on the Closing Date and actual Fair Market Value past practices of the bondsCompany. (e) If, together within forty (40) days following such delivery, Buyer fails to deliver to the Sellers a notice (pursuant to Section 9.5) stating in reasonable detail any objections Buyer may have with true and complete copies respect to the Effective Date Balance Sheet or the Statement of all work papers related thereto Net Assets (collectively, the “Final Closing Date Adjusted Statutory Capital and SurplusDispute Notice”), Buyer shall be deemed to have accepted the Effective Date Balance Sheet and the Statement of Net Assets as delivered by Sellers. (f) If there is a dispute regarding the Effective Date Balance Sheet or the Statement of Net Assets, Buyer and Sellers shall negotiate in good faith to resolve such dispute. If, within 15 Business Days after a period of thirty (30) days following the Sellers’ receipt by Seller (pursuant to Section 9.5) of the certificate of the chief financial officer of Dispute Notice, such dispute remains unresolved, Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination Sellers will jointly engage an international accounting firm mutually satisfactory to Buyer and so notifies BuyerSellers, or if Seller shall fail they cannot agree, an independent accounting firm of 200 or more accountants chosen by lot, with Buyer, on the one hand, and Sellers jointly, on the other hand, having the right to notify Buyer that it disagrees with select two of such determination within such 15 Business Daysfirms, such determination shall which cannot be the Closing Date Adjusted Statutory Capital auditor for either Buyer or the Company and Surplus. If Seller notifies Buyer within to strike one such 15 Business Days that Seller does not agree with such determination of firm chosen by the Final Closing Date Adjusted Statutory Capital and Surplusother party (the “Independent Accountant”), Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be dispute in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and such firm shall be final and binding on the Parties, absent fraud or manifest errorparties hereto. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the The Independent Accountant shall make its calculations in accordance with this Section 1.5. All fees and expenses of the Accounting Firm Independent Accountant incurred in connection with such resolution shall be paid by Seller; if shared equally between Buyer, on the Accounting Firm’s one hand, and Sellers, on the other. The final Effective Date Balance Sheet and Statement of Net Assets (whether finalized through the agreement of the parties or through the determination of the Closing Date Adjusted Statutory Capital Independent Accountant) shall be referred to as the “Final Balance Sheet” and Surplus is less than the amount “Final Statement of Net Assets”, respectively. (g) All post-Execution adjustments to the Purchase Price resulting from the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer Statement of Buyer, the fees and expenses of the Accounting Firm Net Assets shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller made within ten three (3) Business Days after the determination earlier of the Closing Date Adjusted Statutory Capital and Surplus is made; if agreement of the parties on the amount of such adjustment or the Closing Date Adjusted Statutory Capital and Surplus is less than date on which a written notice of any resolution of such amount has been given by the amount Independent Accountant, as the case may be, to the parties hereunder, but in any case such adjustment shall be deemed to have occurred as of the Estimated Closing Date Adjusted Statutory Capital and SurplusEffective Date. For purposes of this Agreement, Seller shall refund the difference“Business Day” means any day other than a Saturday, plus interest at the rate of six percent per annum from the Closing Date Sunday or other day in which banks are obligated to the date of paymentclose in Salzburg, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentAustria.

Purchase Price Adjustment. The total aggregate consideration (a) As an adjustment to the Initial Purchase Price, (i) if the Settlement Amount is greater than zero, the Purchaser shall pay to the Seller such Settlement Amount in the manner provided in clause (c) or (e), as the case may be, of this Section 3.01; or (ii) if the Settlement Amount is less than zero, the Seller shall pay to the Purchaser the absolute value of such Settlement Amount in the manner provided in clause (d) or (e), as the case may be, of this Section 3.01. (b) Payment of the Settlement Amount shall be in cash or validly issued shares of Common Stock (“Payment Shares”), as the Purchaser shall elect, which binding election shall be made within three Business Days following the Valuation Completion Date and communicated to the Seller in writing; provided that if the Purchaser fails to make such an election in the manner contemplated hereunder, the Purchaser shall be deemed to have elected settlement in cash; and provided further that the Purchaser shall not have the right to elect payment of the Settlement Amount or receipt of the absolute value of the Settlement Amount in Payment Shares pursuant to this Section 3.01 if: (i) the representations and warranties made by the Purchaser to the Seller in Section 5.01 are not true and correct in all material respects as of the date the Purchaser makes such election; or (ii) in the event the Settlement Amount shall be payable by the Purchaser to the Seller, the Purchaser has taken any action that would make unavailable either (A) the exemption set forth in Section 4(2) of the Securities Act for the sale of any Payment Shares purchased by Buyer the Purchaser to the Seller or (B) an exemption from the registration requirements of the Securities Act reasonably acceptable to the Seller for resales of Payment Shares by the Seller. For the avoidance of doubt, upon the Purchaser’s making an election to receive or to deliver Payment Shares pursuant to this Section 3.01(b), the Purchaser shall be deemed to make the representations and warranties in Section 5.01 hereof as if made on the date of the Purchaser’s election. (c) Subject to Section 3.01(b), if the Settlement Amount shall be payable by the Purchaser to the Seller: (i) Notwithstanding any election by the Purchaser to make payment in Payment Shares, at any time prior to the time the Seller (or any affiliate of the Seller) has contracted to resell such Payment Shares, the Purchaser may deliver in lieu of such Payment Shares an amount in cash equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceedSettlement Amount, in the aggregatemanner set forth in Section 3.01(e). (ii) If the Purchaser elects to pay any Settlement Amount in Payment Shares, then on the Settlement Date, the Purchaser shall deliver to the Seller a total purchase price number of $8,000,000 Payment Shares equal to the quotient of (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean A) such Settlement Amount divided by (1B) the capital and surplus of the Company, Private Placement Price (determined in accordance with SAP the Private Placement Procedures contained in Annex A hereto). (except that d) Subject to Section 3.01(b), if the absolute value of bonds owned the Settlement Amount shall be payable by the Company shown on Schedule D Seller to the Purchaser and the Purchaser elects to receive the absolute value of the Company’s SAP Statements Settlement Amount in Payment Shares, then (i) the Seller shall, beginning on the fourth Trading Day following the Valuation Completion Date and ending when the Seller shall be marked to Fair Market Value as of have satisfied its obligations under this clause (the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.“Seller Payment Share Purchase Period”), purchase (subject to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, 4.01 and Section 4.02 hereof) shares of Common Stock with an estimate aggregate value (which such value shall be determined by the prices at which the Seller purchases such shares plus a commission of $0.03 per share) equal to such Settlement Amount and (ii) the Seller shall deliver such shares of Common Stock to the Purchaser on the settlement dates relating to such purchases. (e) If the Purchaser elects to receive the absolute value of the Fair Market Value of Settlement Amount or to pay the bondsSettlement Amount in cash, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer then payment of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm Settlement Amount shall be made within 30 days after being engaged. The decision by wire transfer of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding immediately available U.S. dollar funds on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentSettlement Date.

Purchase Price Adjustment. (a) The total aggregate consideration for Purchase Price is based on the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus Book Value (as defined below) of the Company being equal to $36,600,000. (b) Within 60 days following the Closing Date, the Buyer shall deliver to the Sellers’ Representative a statement (the “Book Value Statement”) setting forth the balance sheet of the Company and the book value of the Company calculated in accordance with GAAP consistent with the preparation of the Company Financial Statements prior to the date hereof, as modified by this Section 2.3(b) (“Book Value”) as of the Closing Date (the “Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase PriceBook Value”). “Adjusted Statutory Capital and Surplus” shall mean In calculating the Closing Date Book Value: (1i) the capital and surplus all of the Companypaid or unpaid Company Transaction Expenses, determined in accordance with SAP (except that the value of bonds owned whether or not then due or payable and whether or not a ▇▇▇▇ has been rendered, shall be accrued by the Company shown for purposes of such calculation and shall be expensed and not capitalized, provided, however, that with respect to the Waiver Fee which is part of the Company Transaction Expenses, (i) in the event the second installment of $200,000 in respect of the Limited Waiver under the Series 2002-VFN Notes is not due and payable on Schedule D or after the Closing, then only $25,000 of the Waiver Fee shall be accrued, (ii) in the event the second installment of $200,000 in respect of the Limited Waiver under the Series 2002-VFN Notes is due and payable on or after the Closing, then only $125,000 of the Waiver Fee shall be accrued, and (iii)if, as a result of an event of default and/or accelerated amortization under the Company’s SAP Statements Funding Program, both the Series 2002-VFN Notes and the Series-A Notes issued under the Company’s Funding Program, and as defined in the Limited Waiver, become immediately due and payable, then none of the Waiver Fee shall be marked accrued, other than an amount equal to Fair Market any fees, expenses or penalties charged to the Company by MBIA in connection therewith. In the event the Company shall have paid (and also expensed) some or all of the Waiver Fee for purposes of calculating the Closing Date Book Value, then the Company shall receive a credit in the Closing Date Book Value as equal to the difference between the amount that was so paid and expensed and the amount required to be accrued under the applicable provision of clause (i), (ii) or (iii) above. For example, if clause (i) above was applicable and the Company had paid and expensed $50,000 of the Waiver Fee for purposes of the preparation of the Closing Date Book Value, then a credit of $25,000 must be added back to the Closing Date Book Value. In addition, with respect to the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions portion of the policies constituting Waiver Fee accrued above, all legal expenses payable under the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, Limited Waiver shall be accrued and expensed. (bii) in accordance with applicable SAP and actuarial principles and practices applicable the Management Payments whether paid before or immediately subsequent to the Company under Requirements Closing pursuant to Section 7.16 (but not, for clarification, the portion of Lawsthe Management Payments payable in connection with, and at the time of, the payment of the Earn Outs) shall be included in such calculation and shall be expensed and not capitalized; and (iii) none of the Company Restructuring Charges shall be taken into account in such calculation. (c) consistent with If the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), Sellers’ Representative objects to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities Book Value Statement for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectivelyany reason, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing DateSellers’ Representative shall, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives delivery of the Book Value Statement, deliver a written notice (the “Disputed Items Notice”) to the Buyer notice specifying the basis for such objection and setting forth the Sellers’ Representative’s computation of any disputed amounts the items in dispute (each, a “Disputed Item”). The Buyer and the Sellers’ Representative shall promptly attempt to resolve the Disputed Items and agree upon a final Book Value Statement. (d) If the Sellers’ Representative and the Buyer shall be unable to resolve the Disputed Item(s) in the Buyer’s calculation of Disputed Items Notice within 15 days after delivery thereof, the Final Arbiter shall resolve the Disputed Item(s) and determine the Closing Date Adjusted Statutory Capital and SurplusBook Value (the “Final Determination”); provided, Seller and Buyer will promptly engage however, that the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller Arbiter shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts only determine those items set forth in Buyer’s calculation the Disputed Items Notice, in each case pursuant to the procedures set forth above. The Final Determination shall be rendered by the Arbiter to the Sellers’ Representative and the Buyer within 60 days after the expiration of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be 15-day time frame set forth in a written statement delivered to Seller and Buyer and the first sentence of this clause (d). The Final Determination shall be final and binding on the Partiesparties hereto and may not be disputed by the Sellers’ Representative, absent fraud the Sellers or manifest errorthe Buyer in any forum or by any means. The fees of the Arbiter for the services described herein shall be split equally between the Sellers and the Buyer. (e) If the Accounting Firm’s designation Sellers’ Representative shall not have delivered a Disputed Items Notice to the Buyer within 30 days after delivery of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of BuyerStatement, the fees and expenses of the Accounting Firm Sellers shall be paid deemed to have accepted the Closing Statement; such Closing Statement shall be conclusively presumed to be true and correct in all respects, and shall be binding upon the parties hereto and may not be disputed by Seller; if any party in any forum or by any means. The Closing Statement as finally determined pursuant to clauses (c) or (d) above or this clause (e) shall in each case be hereinafter referred to as the Accounting Firm’s “Final Calculation.” (g) Notwithstanding the final determination of the Closing Date Adjusted Statutory Capital Book Value and Surplus is less than the Final Calculation, the Sellers shall remain obligated to indemnify the Buyer in accordance with Section 11 hereof and the fact that the Buyer may have agreed to the final Closing Date Book Value shall not prevent the Buyer from receiving the benefit of such indemnification in accordance therewith. However, the Buyer shall not have the right to indemnification hereunder for the amount of any liabilities accrued and/or disclosed on the balance sheet included in the Final Closing Date Adjusted Statutory Capital and Surplus determined by Calculation. In no event shall the chief financial officer of Buyer, Book Value Statement or the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount calculation of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount Book Value be deemed to be a representation or warranty of the Estimated Closing Date Adjusted Statutory Capital and SurplusSellers for any purpose whatsoever, Buyer shall pay the differenceincluding, plus interest at the rate without limitation, for purposes of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentSection 11 hereof.

Purchase Price Adjustment. The total aggregate consideration (a) Buyer and Seller have based the Purchase Price on the assumption that (i) the Capital Employed of the Seller contained on the August 1, 1997 Balance Sheet was One Million Nine Hundred Thousand and 00/100 Dollars ($1,900,000.00) ("Estimated Capital Employed"); and (ii) the Operating Income of the Seller for the Shares purchased by Buyer from Seller period ending Februaryy28, 1998 will be Four Hundred Sixty-Eight Thousand and 00/100 Dollars ($468,000.00) ("Estimated Operating Income"). The Purchase Price will be adjusted as follows: (i) if the Capital Employed shown on the Closing Financial Statements exceeds the Estimated Capital Employed, the Purchase Price shall be an increased dollar-for-dollar by the amount of the increase; (ii) if the Capital Employed shown on the Closing Financial Statements is less than the Estimated Capital Employed, the Purchase Price shall be reduced dollar-for-dollar by the amount of the decrease; (iii) if the Operating Income on the Closing Financial Statements exceeds the Estimated Operating Income, the Purchase Price shall not be adjusted; and (iv) if the Operating Income on the Closing Financial Statements, after giving effect to the audit adjustment referred to in Section 2.11(c), is less than Four Hundred Twenty One Thousand and 00/100 Dollars ($421,000.00), the Purchase Price shall be reduced Five and 00/100 Dollars ($5.00) for every One Dollar ($1.00) of the amount of the difference between the Operating Income on the Closing Financial Statements after giving effect to such adjustments in Section 2.11(c), and the Estimated Operating Income. (b) Solely for purposes of calculating the adjustment to Operating Income referred to in Section 2.10(a)(iv) in connection with the preparation of the Closing Financial Statements, there shall be a post closing adjustment equal to the Adjusted Statutory Capital difference between (i) the amount of revenue, cost and Surplus of the Company as of income recognized by Seller in preparing the Closing Date Financial Statements, for the Pratt and Whitney job, and two Johnson & ▇▇hnson jobs (“Closing Date Adjusted Statutory Capital shop order nu▇▇▇▇▇ 342▇▇ ▇▇▇ 34905) and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1ii) the capital final revenue, cost and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable income attributable to the Company under Requirements of Laws, Pratt & Whitney job and the Johnson & J▇▇▇▇▇n jobs (c) consistent with the methodologies used by the Company’s consulting actuary, ▇shop order numb▇▇▇ ▇▇▇44 ▇▇▇ ▇▇▇▇ 05). (c) The amount of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), the adjustment to the extent such methodologies are consistent with preceding subclauses (aPurchase Price set forth in Section 2.10(a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with shall be added to the sum of Five Hundred Thousand and 00/100 Dollars (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount$500,000.00), if anyan increase is due, and subtracted from the sum of Five Hundred Thousand and 00/100 Dollars ($500,000.00), if a reduction is due, and paid by Buyer in accordance with the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease time periods set forth in Section 2.11 below. If the amount of the net operating loss carryforward for Tax purposes. On the day prior adjustment pursuant to the Closing DateSection 2.10(a) exceeds Five Hundred Thousand and 00/100 Dollars ($500,000.00), and is a reduction, Seller will determine shall pay the additional amount in excess of Five Hundred Thousand and will deliver 00/100 Dollars ($500,000.00) to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts time periods set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment2.11 below.

Purchase Price Adjustment. The total aggregate consideration Closing Balance Sheet shall be deemed final for the Shares purchased purposes of this Section 2.06 upon the earliest of (x) the failure of the Purchaser to notify the Seller of a dispute within 30 days of the Seller’s delivery of the Closing Balance Sheet to the Purchaser, (y) the resolution of all disputes, pursuant to Section 2.06(b)(ii), by Buyer from Seller the Seller’s Accountants and the Purchaser’s Accountants and (z) the resolution of all disputes, pursuant to Section 2.06(b)(ii), by the Independent Accounting Firm. Within three Business Days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) In the event that the Tangible Stockholders’ Equity reflected on the Reference Balance Sheet exceeds the Tangible Stockholders’ Equity reflected on the Closing Balance Sheet, then the Purchase Price shall be adjusted downward in an amount equal to such excess and the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” Seller shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in pay the amount of the net operating loss carryforward for Tax purposes. On the day prior such excess to the Purchaser by wire transfer in immediately available funds to the bank account(s) as instructed by the Purchaser in a written notice to the Seller. (ii) In the event that the Tangible Stockholders’ Equity reflected on the Closing DateBalance Sheet exceeds the Tangible Stockholders’ Equity reflected on the Reference Balance Sheet, Seller will determine and will deliver then the Purchase Price shall be adjusted upward in an amount equal to Buyer a certificate of the chief financial officer of Seller such excess and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on Purchaser shall pay the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited excess to the resolution of disputed amounts set forth Seller by wire transfer in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentimmediately available funds.

Purchase Price Adjustment. The total aggregate consideration for (a) No later than three (3) Business Days prior to the Shares purchased Closing Date, DuPont shall deliver to Buyer an unaudited combined balance sheet of the Transferred Business Companies, prepared by Buyer from Seller DuPont in accordance with GAAP applied on a basis consistent with the Audited Financial Statements as of the close of business (New York time) on the day specified in Schedule 3.5(a) (which is based on the date on which the Closing occurs) (the "Estimated Closing ----------------- Balance Sheet"), which shall be accompanied by (i) a calculation by DuPont of ------------- Net Assets based on the Estimated Closing Balance Sheet and in accordance with GAAP applied on a basis consistent with the Audited Financial Statements (the "Estimated Net Assets") and (ii) a certificate of the Chief Financial Officer of -------------------- DuPont stating that the Estimated Closing Balance Sheet and Estimated Net Assets have been prepared in accordance with this Section 2.4(a). The Pre-Adjusted Closing Purchase Price shall be (i) increased, if the Estimated Net Assets exceed the Reference Net Assets, by an amount equal to the Adjusted Statutory Capital amount of such excess, or (ii) decreased, if the Reference Net Assets exceed the Estimated Net Assets, by an amount equal to the amount of such excess (the "Estimated Closing Adjustment"); provided, however, ---------------------------- -------- ------- that if the Reference Net Assets exceed the Estimated Net Assets by an amount that is greater than zero ($0) and Surplus less than the Minimum Buyer Adjustment Amount, then the amount of the Company Estimated Closing Adjustment shall be zero ($0) and the Estimated Net Assets shall be deemed to be equal to the Reference Net Assets; provided, further that if the Estimated Net Assets exceed the Reference -------- Net Assets by an amount that is greater than zero ($0) and less than the Minimum DuPont Adjustment Amount, then the amount of the Estimated Closing Adjustment shall be zero ($0) and the Estimated Net Assets shall be deemed to be equal to the Reference Net Assets. The Pre-Adjusted Closing Price, as so increased or decreased, as the case may be, is hereinafter referred to as the Closing Purchase Price. (b) As promptly as practicable following the Closing Date but in no event later than seventy-five days (75) thereafter, Buyer shall deliver to DuPont an unaudited combined balance sheet of the Transferred Business Companies, prepared by Buyer in accordance with GAAP applied on a basis consistent with the Audited Financial Statements, as of the close of business (New York time) on the Closing Date (“the "Preliminary Closing Date Adjusted Statutory Capital and Surplus”Balance Sheet"), plus $4,750,000, but not to exceed--------------------------------- which shall be accompanied by (i) a calculation by Buyer of Net Assets based on the Preliminary Closing Balance Sheet (the "Preliminary Net Assets") and (ii) a ---------------------- certificate of the Chief Financial Officer of Buyer stating that, in his view, the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital Preliminary Closing Balance Sheet and Surplus” shall mean (1) the capital and surplus of the Company, determined Preliminary Net Assets have been prepared in accordance with SAP this Section 2.4(b). (except c) DuPont shall have thirty (30) days following delivery to DuPont of the Preliminary Closing Balance Sheet and the calculation of Preliminary Net Assets during which to review the Preliminary Closing Balance Sheet and such calculations, and to notify Buyer if it believes that (i) the Preliminary Closing Balance Sheet was not prepared in accordance with Section 2.4(b) or contains mathematical error or (ii) that the value calculation of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) Preliminary Net Assets was not in accordance with the terms and conditions definition of the policies constituting the BusinessNet Assets contained herein, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) not calculated in accordance with applicable SAP Section 2.4(b) or contains mathematical error, and, in each case, specifying the reasons therefor in reasonable detail (in which case such notification shall be accompanied by a certificate of the Chief Financial Officer of DuPont stating that he concurs with DuPont's position set forth in such notice). In connection with such review, Buyer shall provide (or, in the case of access to PricewaterhouseCoopers LLP and actuarial principles its work papers, schedules, memoranda and practices applicable other documents, shall use its reasonable best efforts to provide) DuPont and its Representatives reasonable access, during normal business hours and upon reasonable notice, to all work papers, schedules, memoranda and other documents prepared by Buyer or its Representatives in connection with its preparation of the Preliminary Closing Balance Sheet and/or its calculation of Preliminary Net Assets (and shall be entitled to copies thereof) and to finance personnel of Buyer and its Subsidiaries and any other information which DuPont reasonably requests, and Buyer shall, and shall cause its Subsidiaries to cooperate reasonably with DuPont and its Representatives in connection therewith. If (A) DuPont fails to notify Buyer of any such dispute within such 30-day period, or (B) the aggregate amount of the items disputed by DuPont is such that, were DuPont's position adopted, it would not result in an amount payable pursuant to Section 2.4(e) that is at least $5 million greater or less than would be the case if the Preliminary Closing Balance Sheet were deemed final, the Preliminary Closing Balance Sheet and the calculation of Preliminary Net Assets shall be deemed final. In the event that DuPont shall so notify Buyer of any dispute, DuPont and Buyer shall cooperate in good faith to resolve such dispute as promptly as possible, and upon such resolution, if any, any adjustments to the Company under Requirements Preliminary Closing Balance Sheet and Preliminary Net Assets shall be made in accordance with the agreement of LawsBuyer and DuPont. (d) If Buyer and DuPont are unable to resolve any such dispute within thirty (30) days (or such longer period as Buyer and DuPont shall mutually agree in writing) of DuPont's delivery of such notice, such dispute shall be resolved by the Independent Accounting Firm, and such determination shall be final and binding on the parties; provided, however, that -------- ------- (ci) consistent the calculation of Final Net Assets shall be based on the Final Closing Balance Sheet and the definitions contained herein and (ii) unless the Independent Accounting Firm determines that the Preliminary Closing Balance Sheet was not prepared in accordance with Section 2.4(b) or contains mathematical error, the Preliminary Closing Balance Sheet shall be the Final Closing Balance Sheet. DuPont and Buyer shall mutually select the Independent Accounting Firm, but if DuPont and Buyer cannot mutually agree on the identity of the Independent Accounting Firm, then DuPont and Buyer shall each submit to the other party's independent auditor the name of a national accounting firm other than PricewaterhouseCoopers LLP, and the Independent Accounting Firm shall be selected by lot from these two firms by the independent auditors of the two parties. (If no national accounting firm shall be willing to serve as the Independent Accounting Firm, then a nationally recognized (in the United States) expert in public accounting shall be selected to serve as such, such selection to be according to the above procedures.) Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2.4(d)) shall be shared equally by DuPont and Buyer. The Independent Accounting Firm shall be instructed to use every reasonable effort to perform its services within 30 days of submission of the Preliminary Closing Balance Sheet to it and, in any case, as promptly as practicable after such submission. The calculation of Final Net Assets shall then be prepared by Buyer in accordance with the methodologies used written determination of the Independent Accounting Firm, and delivered to DuPont. DuPont and Buyer agree that judgment may be entered upon the written determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. (e) The Purchase Price shall, subject to any increase pursuant to Section 2.4(f), be equal to the Closing Purchase Price, (i) plus, if the Final Net Assets exceed the Estimated Net Assets, then the amount of such excess, or (ii) minus, if the Estimated Net Assets exceed the Final Net Assets, then the amount of such excess (either such excess amount, the "Final Closing ------------- Adjustment"). Buyer or DuPont, as the case may be, shall, within ten (10) ---------- Business Days after the final determination of the Final Closing Balance Sheet pursuant to Sections 2.4(c) and (d) hereof, make payment to the other by wire transfer in immediately available funds of the Company’s consulting actuaryamount of the Final Closing Adjustment as determined pursuant to the preceding sentence, together with interest thereon from the Closing Date to the date of payment at a floating rate equal to the U.S. dollar prime rate per annum, as quoted by ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., from time to time during such period. Such interest shall be calculated based on a year of 365 days and the number of days elapsed since the Closing Date. (f) The parties acknowledge that DuPont intends to cause all Cash held by the Transferred Business Companies prior to the Closing to be transferred to DuPont or one or more of the Retained Subsidiaries and that DuPont shall use reasonable best efforts to effect such transfers, provided, -------- however, that DuPont shall have no obligation to transfer Cash held by Pharma ------- Canada, but may transfer such Cash at its sole discretion. To the extent that DuPont does not transfer some or all of the Cash of Pharma Canada prior to the Closing, Buyer and DuPont agree that (i) Buyer will use reasonable best efforts to effect the transfer of Cash from Pharma Canada to Buyer or any Affiliate of Buyer at the lowest possible withholding tax cost to Buyer, and (ii) DuPont shall reimburse Buyer or any Affiliate of Buyer for 50% of any Canada withholding Taxes actually incurred by Buyer (calculated at the actual applicable withholding tax rate, but not to exceed 5% for purposes of this calculation) upon such transfer from Pharma Canada. In addition, to the extent there is a legal impediment that prevents Cash held by Pharma Canada at the time of the Closing from being distributed by Pharma Canada to Buyer or any Affiliate of Buyer within 30 days of the Closing, DuPont shall reimburse Buyer for 50% of the costs to Buyer of the delay in distributing such Cash (including without limitation reasonable time value of money and cost of currency ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇to the extent applicable), Inc.)calculated up to the earlier of the date on which the impediment to distribution no longer exists or December 31, 2002, and Buyer shall use reasonable best efforts to minimize the costs resulting from the delay in distributing such Cash. Any payments by DuPont under the preceding two sentences of this Section 2.4(f) shall be made within 10 days of the receipt by DuPont of documentation from Buyer providing reasonable evidence of the withholding taxes and or costs incurred by Buyer. Notwithstanding any other provision of this Agreement, to the extent such methodologies are consistent with preceding subclauses (a) and (b)that any Cash held by the Transferred Business Companies is not transferred to DuPont or a Retained Subsidiary prior to the Closing, there shall be an upward adjustment to the Closing Purchase Price in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the an amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in equal to the amount of the net operating loss carryforward for Tax purposessuch undistributed Cash. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate The amount of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated such adjustment shall be determined in accordance with the provisions of this Section 2.2Preliminary Closing Balance Sheet and, including without limitationif disputed, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital Balance Sheet, on the same time frame and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request analogous to that applicable to the calculation of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possiblePreliminary Net Assets and Final Net Assets, the decision of the Accounting Firm except that there shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the no minimum amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date such undistributed Cash required as a precondition to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within making any such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentadjustment.

Purchase Price Adjustment. The total aggregate consideration for (a) Except in the Shares purchased by Buyer from Seller event of a Required Closing (in which case the Purchase Price shall be an amount deemed equal to the Adjusted Statutory Capital Estimated Purchase Price for all purposes of this Agreement, and Surplus therefore the provisions of this Section 2.4 shall not apply), as soon as practicable, but in no event later than sixty (60) days following the Closing Date, the Seller shall prepare and deliver to the Purchaser (i) a consolidated balance sheet of the Company and the Continuing Subsidiaries as of the Closing Date which shall be audited by KPMG (“the "Closing Date Adjusted Statutory Capital and Surplus”Balance Sheet"), plus $4,750,000(ii) a calculation of Closing Stockholder's Equity and (iii) a calculation of Adjusted Closing Stockholder's Equity ("Adjusted Closing Stockholder's Equity") which shall be equal to Closing Stockholder's Equity adjusted (x) to exclude the amount of any Surplus Contribution reflected on the Closing Balance Sheet, (y) to add an amount (but not less than zero) equal to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1I) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (aA) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of A&E Reserves carried on the net operating Closing Balance Sheet plus (B) any loss carryforward for Tax purposes. On and expense paid on A&E claims during the day prior to period from September 30, 1999 through the Closing Date, Seller will determine less (II) $74,300,000 (the amount of A&E Reserves carried on the balance sheet included in the September 30, 1999 Interim Financial Statements (the "September 30 A&E Reserve Amount")), and will deliver (z) to Buyer a certificate add the amount of any reduction in Closing Stockholder's Equity attributable to, or in respect of, accounting for the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company New Retro (attached as of the Closing Date, calculated Exhibit A hereto) other than in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company Exhibit A (the “Closing Date Purchase Price”Balance Sheet, Closing Stockholder's Equity and Adjusted Closing Stockholder's Equity being collectively referred to herein as the "Closing Financial Data"). Within 90 days after the The Closing Date, the chief financial officer of Buyer Balance Sheet shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated be prepared in accordance with GAAP consistently applied with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in Base Financial Statements as supplemented by the Company on Reserve Study; provided, however, that whether or not required by GAAP, the Closing Date and actual Fair Market Value of Balance Sheet will not give effect to the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Employment Agreements. The Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination Balance Sheet shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified audited by Seller, which resolution shall be in accordance with this AgreementKPMG, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm KPMG incurred in connection with such audit shall be paid borne by the Seller; if . (b) During the Accounting Firm’s determination preparation of the Closing Date Adjusted Statutory Capital Balance Sheet, and Surplus is less than the amount period of the Final Closing Date Adjusted Statutory Capital and Surplus determined any review or dispute contemplated by the chief financial officer of Buyerthis Section 2.4, the fees Purchaser shall (i) provide the Seller and expenses the Seller's authorized Representatives with reasonable access to all relevant books, records, workpapers and Employees, (ii) cooperate with the Seller and the Seller's authorized Representatives, including the provision of all information necessary or useful in the Accounting Firm shall be paid by Buyer. If the Amount preparation of the Closing Date Adjusted Statutory Capital Balance Sheet, and Surplus is greater than (iii) be entitled to freely observe and review the amount audit, including KPMG's workpapers, with full access to KPMG during the entirety of said audit (including during the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination planning stage). (c) After receipt of the Closing Date Adjusted Statutory Capital and Surplus is made; if Financial Data, the amount Purchaser shall have forty-five (45) days to review the Closing Financial Data, together with the workpapers used in the preparation thereof. Unless the Purchaser delivers written notice to the Seller on or prior to the 45th day after the Purchaser's receipt of the Closing Date Adjusted Statutory Capital and Surplus is less than Financial Data stating that the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from Purchaser objects to the Closing Date Balance Sheet, the calculation of Closing Stockholder's Equity or the calculation of Adjusted Closing Stockholder's Equity, and specifying the nature of such objections and the reasons therefor and the calculation of such Closing Financial Data, the Purchaser shall be deemed to have accepted and agreed to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital Financial Data and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.the

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1▇) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇e sha▇▇ ▇▇▇▇▇▇▇ ▇f the Purchase Price shall be subject to adjustment after the Closing Date as specified in this Section 2.7. (2) In the event that the EBITDA for the Corporation during any of ▇▇the eight successive three month periods following closing (the first three month period the parties hereto agree shall commence on April 1, 2005) (the "Quarterly EBITDA") exceeds $100,000, the Purchaser agrees to issue to the Vendors (as to 50% to Wickett and as to 50% to Gracie-Smith) that number of shares of Co▇▇▇▇ & ▇▇ock of the Purchas▇▇ ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated ▇▇d in accordance with the provisions of this Section 2.2, including without limitation, an estimate of Share Increase Mechanism. (3) In the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on event that the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectivelyEBITDA is less than $100,000, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on Vendors agree to contribute back to the amount Purchaser that number of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated Purchaser Shares determined in accordance with the provisions of this Section 2.2 based upon actual SAP reserves Share Reduction Mechanism. (4) The Quarterly EBITDA shall be prepared and liabilities for insurance policies verified by the Purchaser's auditors who shall submit a report stating that all such calculations have been determined in force in accordance with GAAP (the Company on "Quarterly EBITDA Report"). (5) If the Closing Date and actual Fair Market Value of Vendors disagree with the bonds, together with true and complete copies of all work papers related thereto (collectivelyQuarterly EBITDA during any three month period, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Vendors shall give notice to the Purchaser of such disagreement no later than 10 Business Days after receipt by Seller delivery of the certificate Quarterly EBITDA Report. Any notice of disagreement given by the chief financial officer of Buyer Vendors shall set forth in detail the particulars of such determination of disagreement. The Vendors and the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with Purchaser shall then use reasonable efforts to resolve such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith disagreement for a period of 15 Business Days thereafter30 days following the giving of such notice. If the matter is not resolved by the end of such 30 day period, attempt then such disagreement shall be submitted by the Vendors and the Purchaser to negotiate an accounting firm of recognized national standing in Canada, which is independent of the Parties (the "Independent Accountant"). If the Vendors and the Purchaser are unable to agree on the Independent Accountant within a further 10 day period, any one of them may apply under the Arbitration Act (Ontario) to have a court appoint such accounting firm. The Independent Accountant shall, as promptly as practicable (but in any event within 45 days following its appointment), make a determination of the Closing Date Adjusted Statutory Capital Quarterly EBITDA, based solely on written submissions submitted by the Vendors and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited Purchaser to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engagedIndependent Accountant. The decision of the Accounting Firm shall be set forth in a written statement delivered Independent Accountant as to Seller and Buyer and the Quarterly EBITDA shall be final and binding on upon the Parties, absent fraud or manifest errorParties and shall constitute the Quarterly EBITDA for purposes of this Agreement in respect of such three month period. If the Accounting Firm’s designation The Purchaser shall pay one-half of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if Independent Accountant with respect to the Accounting Firm’s determination resolution of the Closing Date Adjusted Statutory Capital dispute and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer Vendors shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentbalance.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with If, at any time during the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus three (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to year period following the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of achieves three thousand three hundred (3,300) Subscribers (such date being the Adjusted Statutory Capital and Surplus of the Company as of the Closing “Adjustment Date”), calculated in accordance with this Section 2.3, Purchaser shall issue to Seller that number of unregistered, fully paid and nonassessable shares of Purchaser’s common stock, if any, necessary for the provisions value of the Stock Consideration which is still owned by Seller as of the Adjustment Date to be equal to $4.50 per share (such shares of Purchaser Common Stock, if any, the “Adjustment Stock Consideration”). Purchaser shall deliver to Seller the Adjustment Stock Consideration, if any, within fifteen (15) business days of the Adjustment Date. The Adjustment Amount shall be the product of: (i) the average price of Purchaser Common Stock as listed on the American Stock Exchange (or such other exchange as the stock of Purchaser may then be listed) for the thirty (30) days prior to the Adjustment Date (the “Adjustment Average”); and (ii) the Stock Consideration. The Adjustment Stock Consideration shall be the number of shares of the Purchaser’s common stock resulting from the quotient of: (i) Seven Million Two Hundred Thousand Dollars ($7,200,000.00) minus the Adjustment Amount; divided by (ii) the Adjustment Average. If the Purchaser achieves the 3,300 Subscribers and if as of the Adjustment Date, the Adjustment Average exceeds $4.50 per share, there shall be no reduction in the Reserve Stock Consideration and all shares of the Reserve Stock Consideration shall be released to Seller as set forth in the Escrow Agreement. (b) For purposes of this Section 2.22.3, including without limitation, an estimate a Subscriber shall be any of the Fair Market Value following: (i) any customer of Company for video and data services who is existing as of the bondsdate of Closing; (ii) any customer for video and data services who is not a Purchased Subscriber (as defined below) and who is added by the Company following the Closing; (iii) any customer of Company for video services, and statutory reserves and liabilities but not data services, who is not a Purchased Subscriber, whether such customer was existing as of the date of the Closing or added thereafter, shall be counted as 0.75 of a Subscriber (provided, that if such statutory reserves and liabilities are shown on the Quarterly SAP Statement customer becomes a customer of the Company as filed with for data services during the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto three (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”3) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after year period following the Closing Date, the chief financial officer then such customer shall be counted as one Subscriber); (iv) any Purchased Subscriber for video and data services shall be counted as 0.50 of Buyer a Subscriber; and (v) any Purchased Subscriber for video services, but not data services, shall deliver to Seller be counted as 0.375 of a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus Subscriber (provided, that if such customer becomes a customer of the Company as of for data services during the three (3) year period following the Closing Date, calculated in accordance with the provisions then such customer shall be counted as 0.50 of this Section 2.2 based upon actual SAP reserves and liabilities a Subscriber). (c) A Purchased Subscriber is any Subscriber for insurance policies in force in which the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, directly or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value indirectly pays or issues to any item greater third party any form of consideration other than the greatest value for such item claimed by either Party or less than Company’s customary agreement to provide the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentvideo and/or data services subscribed for.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions Section 2.3(a) of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable Agreement is hereby amended to read in relation thereto, its entirety as follows (b) in accordance with applicable SAP additional text and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies deleted text are consistent with preceding subclauses marked): (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day At least three Business Days prior to the Closing Date, Seller will determine shall prepare, or cause to be prepared, and will deliver to Buyer Purchaser a certificate [good-faith estimated] statement [of Working Capital of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company Business as of the opening of business on the Closing Date] (the "ESTIMATED CLOSING DATE WORKING CAPITAL STATEMENT") containing[, calculated and] a certificate setting forth a good- ---------- faith estimate of Working Capital as of the opening of business on the Closing Date (the "ESTIMATED CLOSING DATE WORKING CAPITAL") and a good- faith estimate of the Closing Date Cash (the "ESTIMATED CLOSING DATE CASH") (provided that the calculation of "Estimated Closing Date Cash" shall --------------------------------------------------------------------- exclude any Foreign Sub Cash in excess of U.S.$10,000,000). The Estimated ---------------------------------------------------------- Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the provisions of this Section 2.2accounting policies specified on SCHEDULE 2.3(A) (the "SPECIFIED ACCOUNTING POLICIES"), including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed consistent with the Kansas Insurance Department accounting principles, procedures, policies and methods that were employed in preparing the Benchmark Balance Sheet. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar in an amount not to exceed U.S.$45 ---------------------------------- million to the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of extent the Estimated Closing Date Adjusted Working Capital and Surplus as shown on exceeds ------- the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies BuyerTarget Working Capital, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith (B) decreased dollar for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except dollar to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Working Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of Target Working Capital by more than U.S.$74.5 million, [and] (ii)(A) increased -------------------------------- dollar for dollar to the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of extent that the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date Cash is greater than U.S.$0 or (B) decreased dollar for dollar to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of extent that the Estimated Closing Date Adjusted Statutory Capital Cash is less than U.S.$0 and Surplus(iii) decreased by ---------------------- U.S.$12.5 million (the Initial Cash Consideration, Seller shall refund as adjusted pursuant to ----------------- this sentence, the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination "CLOSING DATE CASH CONSIDERATION")." (b) Section 2.3(f) of the Closing Date Adjusted Statutory Capital Agreement is hereby amended to read in its entirety as follows (additional text and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.deleted text are marked):

Purchase Price Adjustment. The total aggregate consideration for Purchaser and Seller agree that the Shares purchased by Buyer from Seller Purchase Price shall be adjusted (the “Purchase Price Adjustment”) by an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of (i) ten million dollars ($10,000,000), LESS (ii) costs incurred by Seller prior to the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”as set forth on Schedule 3.4(A), plus $4,750,000, but not to exceed, which may be amended by Purchaser and Seller in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day writing prior to the Closing Date, Seller (but specifically excluding those costs set forth on Schedule 3.4(B), which will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of not be deducted from (i)), LESS (iii) if the Closing DateDate occurs after July 31, 2008, an amount equal to (a) one million dollars ($1,000,000) multiplied by (b) the number of full calendar months plus the fractional portion of any calendar month occurring after July 31, 2008 and prior to the date on which the Closing Date occurs. For the avoidance of doubt, nothing in this Section 3.4 shall affect in any manner the parties’ rights and obligations set forth in Article IV with respect to the Closing Date and termination of this Agreement. The amount calculated in accordance with clause (iii) of the provisions first sentence of this Section 2.23.4 shall be zero if the primary reason for the Closing Date occurring after July 31, including without limitation2008 is (1) Seller’s breach of this Agreement, an estimate (2) pursuant to Purchaser’s exercise of the Fair Market Value of Purchaser Extension in Section 4.3 and the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown Closing occurring on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarteror before August 31, 2008, with true or (3) Purchaser’s inability to satisfy the condition specified in Section 9.1(g) hereof; provided, that Purchaser makes any required filings to initiate the process of applying for such Permits within three (3) Business Days after the date of this Agreement and complete copies uses its commercially reasonable efforts to obtain such Permits. Notwithstanding any other provision of all work papers related thereto (collectivelythis Agreement, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on in no event shall the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto such clause (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”iii) exceed five million dollars ($5,000,000). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of Purchase Price Adjustment is a positive number, then the Closing Date Adjusted Statutory Capital Purchase Price Adjustment will reduce the Purchase Price pursuant to the calculation in Sections 3.1 and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer3.2. If the Amount Purchase Price Adjustment is a negative number, then the absolute value of the Closing Date Adjusted Statutory Capital and Surplus is greater than Purchase Price Adjustment will increase the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date Purchase Price pursuant to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital calculation in Sections 3.1 and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment3.2.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal (a) In addition to, and without limitation of all other indemnities in this Agreement, as a protection to the Adjusted Statutory Capital and Surplus Investors against the existence of issued shares or other securities of the Company Corporation not disclosed in Section 2.3, in the event that, at any time, the representation and warranty set forth in Section 2.3(c) is determined to have been incorrect as of the Closing Date Closing, the Corporation shall issue to the Investors (“Closing Date Adjusted Statutory Capital and Surplus”on a pro rata basis, based upon the amount of each Investor's original investment), plus $4,750,000at no additional cost to the Investors, but not and as an adjustment to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated whether under this paragraph (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, or paragraphs (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and or (c) consistent with the methodologies used of this Section 1.4, a "Purchase Price Adjustment") paid by the Company’s consulting actuaryInvestors per Series A Non-Voting Preferred Share, ▇▇▇▇ ▇▇▇▇▇▇▇ an additional amount of Series A Non-Voting Preferred Shares such that, if such issuance of additional Series A Non-Voting Preferred Shares had been made at Closing, such representation and warranty would have been true and accurate in all respects. (b) If at any time after the Closing, the Corporation shall either: (i) subject to paragraph (f) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇this Section 1.4, Inc.issue any Employee Shares (other than (x) Common Shares issued upon the exercise of stock options listed as Common Share Equivalents on Schedule 2.3(b)(ii) (i.e., [ ]* options granted pursuant to the Worldwide Fiber Inc. 1998 Long Term Incentive and Share Award Plan (Amended) (the "1998 Plan") (the "Existing 10% Option Pool"), ) or (y) Common Shares issued upon the exercise of stock options granted under the New 5% Option Pool (as defined below) to the extent the grant of such methodologies are consistent with preceding subclauses (a) and (bstock options as Employee Shares previously resulted in an adjustment under this Section 1.4(b)), Deemed Outstanding Shares, Permitted Reissued Options or Common Shares issued upon the exercise of Permitted Reissued Options) or (ii) issue any Minority Roll-Up Shares (except Minority Roll-Up shares issued after September 7, 2000), then the Corporation shall (in calculating statutory reserves the case of clause (i), at the end of each calendar quarter (unless otherwise requested by any Investor), and liabilities for in the purposes case of its most recent annual and quarterly statements filed with clause (ii) immediately) issue to the Kansas Insurance DepartmentInvestors (on a pro rata basis, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in based upon the amount of the net operating loss carryforward for Tax purposes. On the day prior each Investor's original investment), at no additional cost to the Closing DateInvestors, Seller will determine and will deliver as a Purchase Price Adjustment, a number of Series A Non-Voting Preferred Shares per each Series A Non-Voting Preferred Share equal to Buyer a certificate of the chief financial officer of Seller * Material omitted and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance filed separately with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, Securities and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department Exchange Commission pursuant to a request for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”)confidential treatment under Rule 406. Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.[

Purchase Price Adjustment. The total aggregate consideration (a) On the Final Settlement Date, (i) if the Purchaser Adjustment Amount is greater than zero, as an adjustment to the Initial Purchase Price, the Purchaser shall pay to the Seller the Purchaser Adjustment Amount plus Settlement Interest in the manner provided in clause (b) of this Section 3.01; and (ii) if the Seller Adjustment Amount is greater than zero, as an adjustment to the Initial Purchase Price, the Seller shall pay to the Purchaser the Seller Adjustment Amount plus Settlement Interest in the manner provided in clause (c) of this Section 3.01. (i) Payment of the Purchaser Adjustment Amount, if any, plus Settlement Interest shall be in cash or validly issued shares of Common Stock ("Payment Shares"), as the Purchaser shall elect, which binding election shall be made at least five scheduled Trading Days prior to the Expiration Date and communicated to the Seller in writing; provided that the Purchaser shall not have the right to elect payment in Payment Shares unless (A) the representations and warranties made by the Purchaser to the Seller in Section 5.01 (including without limitation, the representation and warranty in clause (b) thereof but excluding the representations made by the Purchaser in clauses (a), (g), (k) and (l) thereof) are true and correct as of the date the Purchaser makes such election, as if made on such date, and (B) the Purchaser has not taken any action that would make unavailable (x) the exemption set forth in Section 4(2) of the Securities Act, for the sale of any Payment Shares purchased by Buyer the Purchaser to the Seller or (y) an exemption from the registration requirements of the Securities Act reasonably acceptable to the Seller for resales of Payment Shares by the Seller. If the Purchaser fails to make such election prior to such day, it shall be deemed to have elected settlement in cash. For the avoidance of doubt, upon the Purchaser's making an election to deliver Payment Shares pursuant to this Section 3.01(b)(i), the Purchaser shall be deemed to make the representations and warranties in Section 5.01 hereof (other than those in clauses (a), (g), (k) and (l) thereof) as if made on the date of the Purchaser's election. (ii) Notwithstanding any election by the Purchaser to make payment in Payment Shares, at any time prior to the time the Seller (or any affiliate of the Seller) has contracted to resell such Payment Shares, the Purchaser may deliver in lieu of such Payment Shares an amount in cash equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), Purchaser Adjustment Amount plus $4,750,000, but not to exceedSettlement Interest, in the aggregatemanner set forth in Section 3.01(e). (iii) If the Purchaser elects to pay any Purchaser Adjustment Amount in Payment Shares, then on the Final Settlement Date, the Purchaser shall deliver to the Seller a total purchase price number of $8,000,000 Payment Shares equal to the quotient of (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1A) the capital and surplus of Purchaser Adjustment Amount plus Settlement Interest divided by (B) the Company, Private Placement Price (determined in accordance with SAP (except Section 3.02(c)); provided that the value of bonds owned by the Company shown on Schedule D Purchaser shall not be required to deliver Payment Shares in excess of the Company’s SAP Statements shall be marked to Fair Market Value as number of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable Maximum Delivery Shares except to the Company under Requirements extent that the Purchaser has at such time authorized but unissued shares of Laws, and Common Stock not reserved for Other Transactions. (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page Payment of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amountSeller Adjustment Amount, if any, of plus Settlement Interest shall be in cash or Payment Shares, as the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day Purchaser shall elect, which such binding election shall be made at least five Trading Days prior to the Closing DateExpiration Date and communicated to the Seller in writing. If the Purchaser fails to make such election prior to such day, it shall be deemed to have elected settlement in cash. (d) If the Purchaser elects to receive the Seller will determine Adjustment Amount plus Settlement Interest in Payment Shares, which binding election shall be made at least five scheduled Trading Days prior to the Expiration Date and will communicated to the Seller in writing, then (x) the Seller shall, beginning on the first Trading Day following the Expiration Date and ending when the Seller shall have satisfied its obligations under this clause (the "Seller Payment Share Purchase Period"), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) shares of Common Stock with an aggregate value (which such value shall be determined by the prices at which the Seller purchases such shares plus a commission of $0.05 per share) equal to the Seller Adjustment Amount and (y) the Seller shall deliver such shares of Common Stock to Buyer a certificate of the chief financial officer of Purchaser on the settlement dates relating to such purchases. The Purchaser shall not have the right to elect payment in Payment Shares pursuant to this Section 3.01(d) unless (A) the representations and warranties made by the Purchaser to the Seller in Section 5.01 (including, without limitation, the representation and warranty in Section 5.01(b) thereof, but excluding the Company setting forth Seller’s determination of the Adjusted Statutory Capital representations and Surplus of the Company warranties in Section 5.01(a), (g), (k) and (l) thereof) are true and correct in all material respects as of the Closing Datedate the Purchaser makes such election, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bondsas if made on such date, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on (B) the Quarterly SAP Statement of Purchaser has not taken any action that would make unavailable the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts exemption set forth in Buyer’s calculation Section 4(2) of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified Securities Act, for the sale of any Payment Shares by Sellerthe Seller to the Purchaser. For the avoidance of doubt, which resolution upon the Purchaser's making an election to receive Payment Shares pursuant to this Section 3.01(d), the Purchaser shall be deemed to make the representations and warranties in accordance with this AgreementSection 5.01 hereof (other than those in clauses (a), (g), (k) and no other matter relating to (l) thereof) as if made on the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution date of the disputed amounts. In resolving any disputed itemPurchaser's election. (e) If the Purchaser elects to receive the Seller Adjustment Amount in cash or to pay the Purchaser Adjustment Amount in cash, then payment of (i) the Accounting Firm shall not assign a value to any item greater than Purchaser Adjustment Amount plus Settlement Interest or (ii) the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter Seller Adjustment Amount plus Settlement Interest, as soon as reasonably possible after the Accounting Firm is engaged. If possibleapplicable, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision by wire transfer of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding immediately available U.S. dollar funds on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentSettlement Date.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller Closing Statement of Net Assets shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities deemed final for the purposes of its most recent annual this Section 2.3 upon the earliest of (x) the failure of the Sellers’ Representative to notify the Buyer of a dispute within thirty (30) Business Days of the Buyer’s delivery of the Closing Statement of Net Assets to the Sellers’ Representative, (y) the resolution of all disputes, pursuant to Section 2.3(b), by the Sellers’ Accountants and quarterly statements filed with the Kansas Insurance DepartmentBuyer’s Accountants, consistently applied with prior periods; plus and (2z) AVR and IMR; plus the resolution of all disputes, pursuant to Section 2.3(b), by the Independent Accounting Firm. Within three (3) Agents’ Debit Balances; plus Business Days of the Closing Statement of Net Assets being deemed final, a Purchase Price adjustment shall be made as follows: (4i) Prepaid Expenses as included on Line 23 as non-admitted assets In the event that the Target Net Asset Position exceeds the Net Asset Position reflected on the asset page Closing Statement of Net Assets by at least the Company’s SAP Statements; less (5) 20% of Designated Amount, then the amount Purchase Price shall be adjusted downward by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in that the amount of such excess exceeds the net operating loss carryforward for Tax purposes. On Designated Amount and the day prior Buyer shall be entitled to recover such amount by way of offset against the first Minimum Guaranteed Earn Out Payment. (ii) In the event that the Net Asset Position reflected on the Closing DateStatement of Net Assets exceeds the Target Net Asset Position by at least the Designated Amount, Seller will determine and will deliver to Buyer a certificate then the Purchase Price shall be adjusted upward by the amount, if any, that the amount of such excess exceeds the chief financial officer of Seller Designated Amount and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as Buyer shall pay such amount, within three (3) Business Days of the Closing DateStatement of Net Assets being deemed final, calculated to the Sellers’ Representative for distribution to the Company Securityholders in accordance with the provisions Adjustment Amount Transaction Percentage for each such Company Securityholder by wire transfer in immediately available funds. For the avoidance of this Section 2.2doubt, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with Debt under the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectivelyFinancing Agreement, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on Pavilion Consulting Debt, the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller Affiliate Debt and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer Seller Transaction Expenses shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as not be included in any calculation of the Closing DateStatement of Net Assets or Net Asset Position or taken into account in determining an adjustment, calculated in accordance with the provisions of if any, under this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment2.3.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller (a) Drug Emporium shall be prepare and, not less than 10 days prior to Closing, deliver to SDS an amount equal to the Adjusted Statutory Capital and Surplus estimated statement of the Company Working Capital Amount as of the Closing Effective Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price format of $8,000,000 Schedule 2.3(a) hereto (the “Purchase Price”"Pre-Closing Statement"). “Adjusted Statutory Capital and Surplus” The Pre-Closing Statement shall mean (1) the capital and surplus of the Company, determined be prepared by Drug Emporium in good faith in accordance with SAP GAAP consistently applied (except that for changes in inventory accounting from the value of bonds owned by the Company shown on Schedule D LIFO to FIFO method) (without regard to consummation of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, transactions contemplated by this Agreement). (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets Based on the asset page of Pre-Closing Statement, the Company’s SAP Statements; less Purchase Price shall be adjusted immediately prior to Closing as follows: (5i) 20the Purchase Price shall be (A) increased by 100% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, by which the Working Capital Amount is greater than $35,900,000 or (B) decreased by 100% of the decrease amount, if any, by which the Working Capital Amount is less than $35,900,000; (ii) the Purchase Price shall be increased by 25% of the net admitted deferred Tax asset below amount, if any, by which the aggregate amount of Pre-Petition Date Unsecured Trade Liabilities which is paid by Drug Emporium, expressly assumed by Reorganized Drug Emporium or reduced pursuant to agreement between Drug Emporium or Reorganized Drug Emporium and any holder of Pre-Petition Date Unsecured Trade Liabilities as provided in Section 4.1(a) is less than $53,555 as a result 5,000,000; and (iii) the Purchase Price shall be (A) increased by 100% of a decrease in the amount, if any, by which the amount of Pre-Petition Date Unsecured Trade Liabilities paid by Drug Emporium pursuant to Section 4.1(a) of this Agreement is greater than $2,500,000 or (B) decreased by 100% of the amount, if any, by which the amount of the net operating loss carryforward for Tax purposes. On the day prior Pre-Petition Date Unsecured Trade Liabilities paid by Drug Emporium pursuant to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions Section 4.1(a) of this Agreement is less than $2,500,000; provided, however, that it is understood and agreed that the adjustment provided in this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown 2.3(b)(iii) is intended solely to provide a neutralizing adjustment to any related impact on the Quarterly SAP Statement of Working Capital Amount (due to an increase or decrease in the Company as filed with DIP Facility Payoff Amount used in such calculation) resulting from the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on fact that the amount of the Estimated Closing Pre-Petition Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt Unsecured Trade Liabilities paid by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or Drug Emporium is less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital $2,500,000, and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall provided further that such adjustment will not be paid by Seller; made if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten no such impact exists. (c) Within 20 Business Days after the determination Effective Date, Reorganized Drug Emporium shall prepare and deliver to the creditors' committee in the Chapter 11 Case (the "Creditors' Committee") a closing statement of the Working Capital Amount (the "Closing Date Adjusted Statutory Capital and Surplus is made; if the amount Statement") as of the Closing Effective Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition format of an interest rate on the amount due equal to the highest lawful rate per annum from the Schedule 2.3(a), attached hereto. The Closing Date to the date of payment.Statement shall be prepared by Reorganized Drug Emporium in good faith and in accordance with GAAP consistently applied (except for

Purchase Price Adjustment. The total aggregate consideration Purchaser agrees to adjust the purchase price for the Shares purchased by Buyer from Seller Assets if the average price of the American HealthChoice, Inc., (AHI) Common Stock remains below fifteen cents ($0.15) per share during the preceding ninety trading days of the beginning of each Accounting Period. Said Price Adjustment, if applicable, shall be an amount equal made by issuing additional AHI Common Shares to the Adjusted Statutory Capital and Surplus of the Company Seller, at Purchaser's cost, on a prorated basis as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated follows: (a) in accordance with the terms and conditions The price of the policies constituting AHI Common Shares shall be determined by average of the Businessclosing bid price of the Common Stock, including without limitationas reported by Over The Counter Bulletin Board (OTCBB) for the ninety trading days immediately preceding the first adjustment date of September 1, actuarial assumptions that were reasonable in relation thereto2001 (the "First Adjustment Price") and for the second adjustment date of September 1, 2002 (the "Second Adjustment Price"). (b) in accordance with applicable SAP and actuarial principles and practices applicable The first Adjustment Date of September 1, 2001 will only apply to the Company Fourteen Million Shares (14,000,000) issued under Requirements Section 2.3(ii)(a) and one certificate of LawsTen Million Escrow Shares under Section 2.3(ii)(b) after a determination for the amount of shares from the said Ten Million Escrow Shares that are Nonredeemdable Shares under Section 2.5(c), for a combined amount of shares eligible for adjustment (the "First Adjustable Shares"). The Purchaser shall then take the per share difference of the First Adjustment Price and Fifteen Cents ($0.15) and multiply this difference times the First Adjustable Shares to arrive at the "First Net Adjusted Price." Purchaser shall then divide the First Net Adjusted Price by the First Adjustment Price to determine the amount of Adjusted Shares to be issued to Sellers for the First Purchase Price Adjustment. (c) consistent with the methodologies used by the Company’s consulting actuaryThe second Adjustment Date of September 1, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), 2002 will only apply to the extent such methodologies are consistent with preceding subclauses (aremaining certificate of Ten Million Escrow Shares under Section 2.3(ii)(b) and (b), in calculating statutory reserves and liabilities after a determination for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of Nonredeemdable Shares under Section 2.5(d) (the net operating loss carryforward for Tax purposes"Second Adjustable Shares"). On The Purchaser shall then take the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate per share difference of the chief financial officer of Seller Second Adjustment Price and Fifteen Cents ($0.15) and multiply this difference times the Company setting forth Seller’s determination of Second Adjustable Shares to arrive at the "Second Net Adjusted Statutory Capital and Surplus of Price." Purchaser shall then divide the Company as of Second Net Adjusted Price by the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Second Adjustment Price at Closing will be based on to determine the amount of Adjusted Shares to be issued to Sellers for the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Second Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentPrice Adjustment.

Purchase Price Adjustment. The total aggregate consideration for At least five business days before the Shares purchased by Buyer from Closing, the Seller shall cause to be an amount equal delivered to the Adjusted Statutory Capital and Surplus of Buyer the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus following financial statements of the Company, determined in accordance with SAP (except that the value : Consolidated financial statements of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase PriceInterim Financial Statements”) for the period from March 1, 2007 through August 31, 2007 (the “Interim Period”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller including a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company balance sheet, dated as of August 31, 2007 and a Statement of Operations for the Closing Date, calculated in accordance with Interim Period (the provisions “Interim Statement of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bondsOperations”), together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller a calculation of the certificate profit or loss from operations, before income taxes (“Operating P&L”) for such period, as reflected on the Interim Statement of Operations, after deducting any gains or losses realized during the chief financial officer period from the sale of assets or from the refinancing of any assets, but including the return of amounts the Company had on deposit with lessors and discounts the Company received from the purchase price of 2 EC-135 helicopters. The Seller and the Buyer shall, in good faith seek agreement on an estimated Operating P&L for the month of such determination of September 2007 which, when combined with the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination loss calculated for the Interim Period shall be the Closing Date Adjusted Statutory Capital and Surplus. “Interim Loss.” If Seller notifies Buyer within such 15 Business Days that Seller does not the parties are unable to agree with such determination on an estimated Operating P&L for the month of September, the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith loss calculated for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement Interim Period shall be limited deemed to be the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest errorInterim Loss. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus Interim Loss is equal to or greater than three million dollars ($3,000,000), the Purchase Price shall be reduced by the amount of such excess (the “Excess Interim Loss”), tax benefit adjusted, and all payments provided for in Sections 1.2 and 1.5 to the Seller, the PSP Participants, and to the Escrow Agent shall be reduced by proportionate shares of the amount of the Final Closing Date Adjusted Statutory Capital Excess Interim Loss. The Interim Financial Statements and Surplus determined by the chief financial officer of Buyer, the fees and expenses calculation of the Accounting Firm Interim Loss shall be paid by Seller; if prepared in accordance with GAAP, applied consistently with the Accounting Firm’s determination audited financial statements for the fiscal year ended February 28, 2007, and shall reflect all accrued obligations of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to Company through the date of paymentthe Interim Financial Statements, but excluding vacation pay and other employee benefits accrued from March 1, 2007 to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and SurplusAugust 31, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result 2007 in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentaccordance with past practices.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus No later than three (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day Business Days prior to the Closing Date, Seller will determine and will DuPont shall deliver to Buyer an unaudited combined balance sheet of the Transferred Business Companies, prepared by DuPont in accordance with GAAP applied on a basis consistent with the Audited Financial Statements as of the close of business (New York time) on the day specified in Schedule 3.5(a) (which is based on the date on which the Closing occurs) (the "ESTIMATED CLOSING BALANCE SHEET"), which shall be accompanied by (i) a calculation by DuPont of Net Assets based on the Estimated Closing Balance Sheet and in accordance with GAAP applied on a basis consistent with the Audited Financial Statements (the "ESTIMATED NET ASSETS") and (ii) a certificate of the chief financial officer Chief Financial Officer of Seller DuPont stating that the Estimated Closing Balance Sheet and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated Estimated Net Assets have been prepared in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated 2.4(a). The Pre-Adjusted Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will shall be based on (i) increased, if the Estimated Net Assets exceed the Reference Net Assets, by an amount equal to the amount of such excess, or (ii) decreased, if the Reference Net Assets exceed the Estimated Net Assets, by an amount equal to the amount of such excess (the "ESTIMATED CLOSING ADJUSTMENT"); PROVIDED, HOWEVER, that if the Reference Net Assets exceed the Estimated Net Assets by an amount that is greater than zero ($0) and less than the Minimum Buyer Adjustment Amount, then the amount of the Estimated Closing Date Adjusted Capital Adjustment shall be zero ($0) and Surplus as shown on the certificate Estimated Net Assets shall be deemed to be equal to the Reference Net Assets; PROVIDED, further that if the Estimated Net Assets exceed the Reference Net Assets by an amount that is greater than zero ($0) and less than the Minimum DuPont Adjustment Amount, then the amount of the chief financial officer of Seller Estimated Closing Adjustment shall be zero ($0) and the Company Estimated Net Assets shall be deemed to be equal to the Reference Net Assets. The Pre-Adjusted Closing Price, as so increased or decreased, as the case may be, is hereinafter referred to as the Closing Purchase Price. (b) As promptly as practicable following the “Closing Date Purchase Price”). Within 90 but in no event later than seventy-five days after the Closing Date(75) thereafter, the chief financial officer of Buyer shall deliver to Seller DuPont an unaudited combined balance sheet of the Transferred Business Companies, prepared by Buyer in accordance with GAAP applied on a basis consistent with the Audited Financial Statements, as of the close of business (New York time) on the Closing Date (the "PRELIMINARY CLOSING BALANCE SHEET"), which shall be accompanied by (i) a calculation by Buyer of Net Assets based on the Preliminary Closing Balance Sheet (the "PRELIMINARY NET ASSETS") and (ii) a certificate of the chief financial officer Chief Financial Officer of Buyer setting forth Buyer’s determination stating that, in his view, the Preliminary Closing Balance Sheet and Preliminary Net Assets have been prepared in accordance with this Section 2.4(b). (c) DuPont shall have thirty (30) days following delivery to DuPont of the Adjusted Statutory Capital Preliminary Closing Balance Sheet and Surplus the calculation of Preliminary Net Assets during which to review the Company as Preliminary Closing Balance Sheet and such calculations, and to notify Buyer if it believes that (i) the Preliminary Closing Balance Sheet was not prepared in accordance with Section 2.4(b) or contains mathematical error or (ii) that the calculation of Preliminary Net Assets was not in accordance with the Closing Datedefinition of Net Assets contained herein, not calculated in accordance with Section 2.4(b) or contains mathematical error, and, in each case, specifying the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies reasons therefor in force reasonable detail (in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt which case such notification shall be accompanied by Seller of the a certificate of the chief financial officer Chief Financial Officer of DuPont stating that he concurs with DuPont's position set forth in such notice). In connection with such review, Buyer shall provide (or, in the case of access to PricewaterhouseCoopers LLP and its work papers, schedules, memoranda and other documents, shall use its reasonable best efforts to provide) DuPont and its Representatives reasonable access, during normal business hours and upon reasonable notice, to all work papers, schedules, memoranda and other documents prepared by Buyer or its Representatives in connection with its preparation of the Preliminary Closing Balance Sheet and/or its calculation of Preliminary Net Assets (and shall be entitled to copies thereof) and to finance personnel of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplusits Subsidiaries and any other information which DuPont reasonably requests, Seller agrees and Buyer shall, and shall cause its Subsidiaries to cooperate reasonably with such determination DuPont and so notifies Buyer, or if Seller shall fail its Representatives in connection therewith. If (A) DuPont fails to notify Buyer that it disagrees with of any such determination dispute within such 15 Business Days30-day period, or (B) the aggregate amount of the items disputed by DuPont is such determination that, were DuPont's position adopted, it would not result in an amount payable pursuant to Section 2.4(e) that is at least $5 million greater or less than would be the case if the Preliminary Closing Balance Sheet were deemed final, the Preliminary Closing Balance Sheet and the calculation of Preliminary Net Assets shall be deemed final. In the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies event that DuPont shall so notify Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplusany dispute, Seller DuPont and Buyer shall cooperate in good faith for a period to resolve such dispute as promptly as possible, and upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet and Preliminary Net Assets shall be made in accordance with the agreement of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital Buyer and Surplus. DuPont. (d) If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm DuPont are unable to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with dispute within thirty (30) days (or such engagement, longer period as Buyer and Seller DuPont shall execute any engagementmutually agree in writing) of DuPont's delivery of such notice, indemnity and other agreements as such dispute shall be resolved by the Accounting Firm may require as a condition to such engagement. The Independent Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to such determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Partiesparties; PROVIDED, absent fraud HOWEVER, that (i) the calculation of Final Net Assets shall be based on the Final Closing Balance Sheet and the definitions contained herein and (ii) unless the Independent Accounting Firm determines that the Preliminary Closing Balance Sheet was not prepared in accordance with Section 2.4(b) or manifest contains mathematical error, the Preliminary Closing Balance Sheet shall be the Final Closing Balance Sheet. If DuPont and Buyer shall mutually select the Independent Accounting Firm’s designation , but if DuPont and Buyer cannot mutually agree on the identity of the Independent Accounting Firm, then DuPont and Buyer shall each submit to the other party's independent auditor the name of a national accounting firm other than PricewaterhouseCoopers LLP, and the Independent Accounting Firm shall be selected by lot from these two firms by the independent auditors of the two parties. (If no national accounting firm shall be willing to serve as the Independent Accounting Firm, then a nationally recognized (in the United States) expert in public accounting shall be selected to serve as such, such selection to be according to the above procedures.) Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2.4(d)) shall be shared equally by DuPont and Buyer. The Independent Accounting Firm shall be instructed to use every reasonable effort to perform its services within 30 days of submission of the Preliminary Closing Date Adjusted Statutory Capital Balance Sheet to it and, in any case, as promptly as practicable after such submission. The calculation of Final Net Assets shall then be prepared by Buyer in accordance with the written determination of the Independent Accounting Firm, and Surplus delivered to DuPont. DuPont and Buyer agree that judgment may be entered upon the written determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. (e) The Purchase Price shall, subject to any increase pursuant to Section 2.4(f), be equal to the Closing Purchase Price, (i) plus, if the Final Net Assets exceed the Estimated Net Assets, then the amount of such excess, or greater than (ii) minus, if the Estimated Net Assets exceed the Final Net Assets, then the amount of such excess (either such excess amount, the "FINAL CLOSING ADJUSTMENT"). Buyer or DuPont, as the case may be, shall, within ten (10) Business Days after the final determination of the Final Closing Balance Sheet pursuant to Sections 2.4(c) and (d) hereof, make payment to the other by wire transfer in immediately available funds of the amount of the Final Closing Date Adjusted Statutory Capital and Surplus Adjustment as determined by pursuant to the chief financial officer of Buyerpreceding sentence, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus together with interest at the rate of six percent per annum thereon from the Closing Date to the date of paymentpayment at a floating rate equal to the U.S. dollar prime rate per annum, as quoted by J.P. Morgan Chase & Co., from time to time during such period. Such ▇▇▇▇▇▇▇▇ ▇▇a▇▇ ▇▇ calculated based on a year of 365 days and the number of days elapsed since the Closing Date. (f) The parties acknowledge that DuPont intends to cause all Cash held by the Transferred Business Companies prior to the Closing to be transferred to DuPont or one or more of the Retained Subsidiaries and that DuPont shall use reasonable best efforts to effect such transfers, PROVIDED, HOWEVER, that DuPont shall have no obligation to transfer Cash held by Pharma Canada, but may transfer such Cash at its sole discretion. To the extent that DuPont does not transfer some or all of the Cash of Pharma Canada prior to the Closing, Buyer and DuPont agree that (i) Buyer will use reasonable best efforts to effect the transfer of Cash from Pharma Canada to Buyer or any Affiliate of Buyer at the lowest possible withholding tax cost to Buyer, and (ii) DuPont shall reimburse Buyer or any Affiliate of Buyer for 50% of any Canada withholding Taxes actually incurred by Buyer (calculated at the actual applicable withholding tax rate, but not to exceed 5% for purposes of this calculation) upon such transfer from Pharma Canada. In addition, to Seller within ten Business Days after the determination extent there is a legal impediment that prevents Cash held by Pharma Canada at the time of the Closing Date Adjusted Statutory Capital from being distributed by Pharma Canada to Buyer or any Affiliate of Buyer within 30 days of the Closing, DuPont shall reimburse Buyer for 50% of the costs to Buyer of the delay in distributing such Cash (including without limitation reasonable time value of money and Surplus cost of currency hedges to the extent applicable), calculated up to the earlier of th▇ ▇▇▇▇ on which the impediment to distribution no longer exists or December 31, 2002, and Buyer shall use reasonable best efforts to minimize the costs resulting from the delay in distributing such Cash. Any payments by DuPont under the preceding two sentences of this Section 2.4(f) shall be made within 10 days of the receipt by DuPont of documentation from Buyer providing reasonable evidence of the withholding taxes and or costs incurred by Buyer. Notwithstanding any other provision of this Agreement, to the extent that any Cash held by the Transferred Business Companies is made; if not transferred to DuPont or a Retained Subsidiary prior to the Closing, there shall be an upward adjustment to the Closing Purchase Price in an amount equal to the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the such undistributed Cash. The amount of such adjustment shall be determined in accordance with the Estimated Preliminary Closing Date Adjusted Statutory Capital Balance Sheet and, if disputed, the Final Closing Balance Sheet, on the same time frame and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date in a manner analogous to that applicable to the date calculation of paymentPreliminary Net Assets and Final Net Assets, except that there shall be no minimum amount of such undistributed Cash required as a precondition to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within making any such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentadjustment.

Purchase Price Adjustment. (a) The total aggregate consideration for original U.S. $3,000,000 (Three Million Dollars) sales price will be reviewed on the Shares purchased by Buyer from Seller shall one year anniversary date of the sale. If the one year NETSCO Gross Revenues are greater than U.S. $1,000,000 (One Million Dollars), then the original sales price will be adjusted upward to an amount equal to the Adjusted Statutory Capital and Surplus percent increase in Gross Revenues (provided all cash from sales is received within 180 days of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital sale and Surplus”), plus $4,750,000, but Net Profits are break even or better) not to exceedexceed an upward adjustment of 30% (thirty percent) or U.S. $3,900,000 (Three Million Nine Hundred Thousand Dollars). Likewise, in the aggregateevent one year Gross Revenues are less than U.S. $1,000,000 (One Million Dollars), a total purchase then the sales price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less adjusted downward to an amount equal to the percent decrease in Gross Revenues not to exceed a downward adjustment of 30% (thirty percent) or U.S. $30,000) including statutory reserves and liabilities calculated 2,100,000 (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, Two Million One Hundred Thousand Dollars). (b) Purchaser and the Stockholders shall attempt in accordance good faith to resolve any disagreements raised by the Stockholders with applicable SAP and actuarial principles and practices applicable respect to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”)Revenue Statement. If, within 15 Business Days after receipt by Seller at the end of such period, Purchaser and the Stockholders do not resolve such disagreements, either Purchaser or the Stockholders may submit the matter to a mutually acceptable independent accounting firm to review the Revenue Statement and resolve any remaining disagreements regarding the calculation of the certificate of First-year Revenue. In the chief financial officer of Buyer of such determination of event Purchaser and the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does Stockholders cannot agree with such determination upon an accounting firm, they shall choose an accounting firm by lot from a reasonable selected group of accounting firms having no material relationship to Purchaser, the Final Closing Date Adjusted Statutory Capital and SurplusStockholders, Seller and Buyer shall their respective affiliates and having offices in good faith for a period of 15 Business Days thereafter, attempt locations suitable to negotiate a determination of conduct such review (the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the "Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagementFirm"). The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to shall be final, binding and conclusive on the extent affected by resolution parties, and judgment may be entered thereon in a court of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Partycompetent jurisdiction. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid divided equally among the Stockholders and Purchaser. (c) To recognize NETSCO revenues for evaluation purpose, NETSCO financials and balance sheets during the first year (or twelve months following this IPVoice transaction) will be maintained separately even after other possible future mergers and/or acquisitions) . In the event that the First-year Revenue is greater than U.S. $1,000,000 (One Million Dollars) then the Purchase Price shall be increased to U.S. $ 3,900,000 (Three Million Nine Hundred Thousand Dollars) and the Purchaser shall issue a number of shares of Preferred Stock equal to increased revenue percentage multiplied by Seller; if $3,000,000 (Three Million Dollars) and multiplied by such Stockholder's Overall Ownership Percentage. Purchaser shall promptly deliver certificates representing such shares to the Accounting Firm’s determination of Stockholders' Representative. For example: in the Closing Date Adjusted Statutory Capital event that the First-year NETSCO revenue is $1,100,000 the revenue increase is equal to ten percent (10%) and Surplus the Purchaser shall issue $300,000 ($3,000,000 times 0.10) additional shares and shall promptly deliver the certificates to the Stockholders according to their overall ownership percentage listed in Exhibit A. (d) In the event that the First-year Revenue is less than U.S. $1,000,000 (One Million Dollars), then the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm Purchase Price shall be paid by Buyer. If the Amount reduced to U.S. $2,100,000 (Two Million One Hundred Dollars) and each Stockholder shall return to Purchaser a number of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount shares of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due Preferred Stock equal to the highest lawful rate per annum from decreased revenue percentage multiplied by $3,000,000 (Three Million Dollars) and multiplied by such Stockholder's Overall Ownership Percentage. The Stockholders will deliver certificate(s) representing such shares (or shares of Common Stock issued upon conversion thereof) to Purchaser, and, in the Closing Date event that such certificate(s) represents more than the number of shares required to be returned, Purchaser will issue new certificate(s) for the date difference. In the event that a Stockholder does not so return such certificate(s), Purchaser shall nevertheless be entitled to cancel such shares on its stock ledger and regard such shares as cancelled for all purposes. For example: in the event that the First-year NETSCO revenue is $900,000 the revenue decrease is equal to ten percent (10%) and each Stockholder shall return to Purchaser a number of payment.shares of Preferred Stock equal to $300,000 ($3,000,000 times 0.10) multiplied by such Stockholder's overall ownership percentage listed in Exhibit A.

Purchase Price Adjustment. The total aggregate consideration Purchase Price shall be adjusted as ------------------------- follows: (a) The Purchase Price shall be reduced by $1.50 for each dollar that the net revenue from continuing operations of the Target for the Shares purchased year ended December 31, 1998 (the "Revenue Figure") was less than $3,707,566.00 (the aggregate amount of such reduction, the "Purchase Price Adjustment"). The Purchase Price Adjustment shall not exceed $611,349. Following delivery of the financial statements of the Target for the year ended December 31, 1998 audited by Buyer PricewaterhouseCoopers ("PwC") (the date of delivery of the audited financial statements, the "Delivery Date"), PwC shall calculate the Revenue Figure on a basis consistent with the basis used in determining the net revenue from Seller continuing operations of the Target set forth in the Target's unaudited statement of income for the fiscal year ended December 31, 1998, attached hereto as Schedule 2.12. (b) The determination of the Revenue Figure by PwC, subject to the other provisions of Section 1.6, shall be an amount equal to conclusive and binding on all parties. Any fees and expenses of PwC shall be borne by Buyer. (c) If the Adjusted Statutory Capital and Surplus Revenue Figure indicates that a Purchase Price Adjustment should be made, i.e., the net revenue from continuing operations of the Company as of Target ---- for the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”)year ended December 31, plus 1998 was less than $4,750,0003,707,566.00, but not then each Note delivered to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined Seller in accordance with SAP Section 1.5(d) shall be reduced Pro Rata (except that and Seller agrees to such reduction and to deliver such Notes for reduction subject to subsection (d) hereof). (d) If Seller has any objections to the value Revenue Figure, Seller shall deliver to Buyer within 20 days from the Delivery Date a detailed statement (the "Objections Statement") describing Seller's specific objections, and the amount in dispute shall be deducted from each Note by means of bonds owned by creation of a new Note in the Company shown on Schedule D amount of such deduction (the "Escrow Note") and the reduction of the Company’s SAP Statements principal amount of each such original Note. The Escrow Note shall be marked deposited in the escrow account established pursuant to Fair Market Value as an escrow agreement (the "Escrow Account") in a form mutually agreeable to the parties (the "Escrow Agreement") pending resolution of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable disputes pursuant to the Company under Requirements of Lawsprocedures hereinafter set forth. Thereafter, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ("Seller's Accountant") on behalf of Seller, Inc.)and PwC on behalf of Buyer, shall seek to resolve Seller's objections by mutual agreement in order to determine the extent Revenue Figure. If Seller's Accountant and PwC are unable to resolve such methodologies are consistent with preceding subclauses objections within 15 days after delivery of the Objections Statement, they shall promptly jointly appoint a third independent certified public accountant (athe "Third Party Firm") and (b), in calculating statutory reserves and liabilities for the purposes purpose of its most recent annual and quarterly statements filed with resolving Seller's objections in order to determine the Kansas Insurance Department, consistently applied with prior periods; plus Revenue Figure. The written determination (2the "Post Closing Determination") AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on by the asset page Third Party Firm of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposesRevenue Figure, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated after considering all written objections thereto in accordance with the provisions foregoing procedure, shall be conclusive and binding upon the parties. Any fees and expenses payable to the Third Party Firm for services pursuant to this subsection (d) shall be borne by Buyer unless the Post Closing Determination by the Third Party Firm results in a determination of this Section 2.2Revenue Figure that is equal to or lower than the Revenue Figure originally determined by PwC, including without limitation, an estimate of in which case Seller shall bear all fees and expenses payable to the Fair Market Value of Third Party Firm. (e) Any amounts deposited in the bonds, and statutory reserves and liabilities Escrow Account pursuant to subsection (d) above shall be distributed by the Escrow Agent (as such statutory reserves and liabilities are shown on defined in the Quarterly SAP Statement of Escrow Agreement) promptly as directed in the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto Post Closing Determination. (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”f) The Purchase Price at Closing will as adjusted by the Purchase Price Adjustment shall be based on referred to herein as the amount of the Estimated Closing Date "Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment."

Purchase Price Adjustment. The total aggregate consideration August Balance Sheet and the August Statement of Tangible Net Book Value, after giving effect to the adjustments, if any, made thereto pursuant to Section 2.4(c), shall be deemed final for the Shares purchased purposes of this Agreement upon the earliest of (x) the failure of Buyer to notify Seller of a dispute within the Review Period in accordance with this Section 2.4, (y) the resolution of all disputes, pursuant to Section 2.4(c)(ii), by Seller's Accountants and Buyer's Accountants or Seller and Buyer, as the case may be, and (z) the resolution of all disputes, pursuant to Section 2.4(c)(ii), by the Independent Accounting Firm. Within three (3) Business Days of the August Balance Sheet and the August Statement of Tangible Net Book Value being deemed final (such date, the "Adjustment Date"), a Purchase Price adjustment shall be made as follows: (i) in the event that the Target Tangible Net Book Value exceeds the Tangible Net Book Value reflected on the August Statement of Tangible Net Book Value (after giving effect to adjustments, if any, pursuant to Section 2.4(c)), then the Purchase Price by Buyer from Seller at Closing shall be adjusted downward in an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.)such excess or, to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as Adjustment Date is a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to date following the Closing Date, Seller will determine and will deliver shall pay on the Adjustment Date the amount of such excess to Buyer by wire transfer in immediately available funds to an account or accounts specified by Buyer in writing, and (ii) in the event that the Tangible Net Book Value reflected on the August Statement of Tangible Net Book Value (after giving effect to adjustments, if any, pursuant to Section 2.4(c)) exceeds the Target Tangible Net Book Value, then the Purchase Price payable by Buyer at Closing shall be adjusted upward in an amount equal to such excess or, to the extent the Adjustment Date is a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of date following the Closing Date, calculated Buyer shall pay on the Adjustment Date the amount of such excess to Seller by wire transfer in accordance with immediately available funds to the provisions Seller Account; provided, however, that no adjustment to the Purchase Price shall be made based on any event, change or circumstance occurring after the date of this Section 2.2the August Balance Sheet, including without limitation, an estimate any results from the operation of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement business of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after its Subsidiaries from such date until the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.

Purchase Price Adjustment. 7.1. The total aggregate consideration for SELLER guarantee that the Shares purchased by Buyer from Seller SPV is in an “Ongoing Concern” situation (i.e. it is regularly and continuously operating in full compliance with granted authorizations, capable of regularly and timely paying its suppliers and debts). 7.2. In order to evidence the existence of the requirements indicated in Section 7.1 and to fix the PURCHASE PRICE the ORIGINAL SHAREHOLDERS, the SELLER and the BUYER shall be an amount equal cooperate with the SPV in order to prepare and deliver to the Adjusted Statutory Capital and Surplus AUDIT FIRM, within 15 days after the CLOSING DATE, a draft financial statement of the Company SPV as of June 30, 2017. 7.3. The AUDIT FIRM, no later than (60) days after the Closing Date CLOSING DATE, shall review, audit and deliver to the PARTIES the closing financial statement received pursuant to Section 7.2 above (hereinafter referred to as the “Closing Date Adjusted Statutory Capital and SurplusCLOSING FINANCIAL STATEMENT”), plus $4,750,000, but not . Attached to exceed, in the aggregate, CLOSING FINANCIAL STATEMENT the AUDIT FIRM shall deliver a total purchase price of $8,000,000 report (the “Purchase PriceADJUSTMENT REPORT”) that shall evidence the difference, if any, concerning the calculation of the PURCHASE PRICE and, accordingly, shall proceed with the calculation of the ADJUSTED PRICE (hereinafter referred to as “ADJUSTED AMOUNT”). 7.4. “Adjusted Statutory Capital and Surplus” shall mean The PARTIES agree that: (1i) in the capital and surplus event the ADJUSTED PRICE evidences a reduction of the CompanyPURCHASE PRICE, determined the SELLER shall pay the ADJUSTED AMOUNT to the BUYER; (ii) in accordance with SAP the event the ADJUSTED PRICE evidences an increase of the of the PURCHASE PRICE, the BUYER shall pay the ADJUSTED AMOUNT to the SELLER. 7.5. Without prejudice to Section 3.3 above, on September 30, 2017 the payment of the amount under: (except that the value of bonds owned i) Section 7.4(i) shall be made by the Company shown on Schedule D of the Company’s SAP Statements SELLER, either by payment in cash or by set-off with any amount due by BUYER; (ii) Section 7.4(ii) shall be marked made by the BUYER according to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with subject to the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable provided for in relation thereto, (bExhibit 3.3(ii) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplusattached hereto.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable Subject to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.22.4, including without limitationthe Parties acknowledge and agree that the Seller Parties desire to compensate the Buyer Parties for any diminution in value resulting from a Section 2.4 Transaction (as defined below); provided, an estimate any such diminution in value shall take into account those changes associated with the Section 2.4 Transaction or directly resulting therefrom but shall not take into account the performance of the Fair Market Value of the bondsSection 2.4 Assets, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quartercommodity prices or market conditions generally. In that connection, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after if within three years following the Closing Date, Four Corners engages in any transaction that results in a sale, partial sale, an amended ROW Agreement or any other agreement (including, without limitation, a joint venture agreement) (a “Section 2.4 Transaction”) with the chief financial officer Tribe and, as a result, the Present Value to Four Corners of its resulting interest in the Section 2.4 Volumes, plus the amount of any cash (“Section 2.4 Cash”) received as consideration for such Section 2.4 Transaction, is less than the Benchmark Amount, the Seller Parties shall pay to the Buyer Parties an amount (the “Adjustment Amount”) equal to the Benchmark Amount less the sum of such Present Value plus the amount of any such Section 2.4 Cash; provided, that the Seller Parties shall not be required to pay the Adjustment Amount unless such amount is in excess of $500,000, in which event the entire amount shall be payable. (b) Within 30 days following the execution of a Section 2.4 Transaction, the Seller Parties shall calculate the Adjustment Amount (which may be zero) and deliver to Seller a certificate written notice of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bondsamount so calculated, together with true such materials supporting such calculation as they may elect to provide or as may be reasonably requested by the Conflicts Committee, to the Buyer Parties in care of the Conflicts Committee. Upon receipt of such notice, the Buyer Parties shall have 60 days to accept or reject such amount(s) submitted by the Seller Parties and complete copies to deliver written notice of such acceptance or rejection back to the Seller Parties. In the event of acceptance, within five days of the receipt thereof, the Seller Parties shall pay to the Partnership the Adjustment Amount by wire or interbank transfer of immediately available funds to the account(s) specified by the Partnership. In the event of rejection, the Adjustment Amount shall be determined in the manner provided in Section 2.4(d). (c) If the Section 2.4 Transaction is a sale of all work papers related thereto (collectivelyof the Partnership’s interest in the Section 2.4 Volumes, then if, within 12 months following the closing of such sale, the Buyer Parties or any of their subsidiaries enter into one or more agreements or other arrangement for the gathering or processing of Section 2.4 Volumes, the Buyer Parties shall pay to the Seller Parties an amount (the “Final Closing Date Adjusted Statutory Capital and SurplusRefund Amount”). If, within 15 Business Days after receipt by Seller ) the present value of the certificate of the chief financial officer of Buyer of EBITDA to be received pursuant to any such determination of the Final Closing Date Adjusted Statutory Capital and Surplusagreements, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination which present value shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done calculated in a manner consistent with the calculation of the Adjustment Amount; provided, that the Refund Amount may not exceed the Adjustment Amount. Within 30 days following the execution of such an agreement, the Seller Parties shall calculate the Refund Amount, if any, and deliver written notice of the amount so calculated, together with such materials supporting such calculation as they may elect to provide, to the Buyer Parties in care of the Conflicts Committee. Upon receipt of such notice, the Buyer Parties shall have 60 days to accept or reject the amount submitted by the Seller Parties and to deliver written notice of such acceptance or rejection back to the Seller Parties. In the event of acceptance, within five days of the receipt thereof, the Buyer Parties shall pay to the Seller Parties the Refund Amount by wire or interbank transfer of immediately available funds to the account(s) specified by the Seller Parties. In the event of rejection, the Refund Amount shall be determined in the manner provided in Section 2.4(d). (d) If the Buyer Parties reject the calculation of the Adjustment Amount pursuant to Section 2.4(b) and/or the calculation of the Refund Amount pursuant to Section 2.4(c), the determination of such amounts shall be resolved by referring the disputed amounts for resolution to a firm of independent accountants of nationally recognized standing (the “Accounting Referee”) to be selected in the following manner: (i) the Parties shall have seven days following the expiration of the time periods referred to in such sections, to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the preceding clause (i), the Seller Parties will select three candidates and deliver a written notice containing the names of such candidates to the Buyer Parties (in care of the Conflicts Committee) within five days of the expiration of the seven-day period referred to in the preceding clause (i) and within five days of receiving such notice, the Buyer Parties will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by the Seller Parties or the Buyer Parties, or their respective affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of the Seller Parties or the Buyer Parties, or their respective affiliates, during the three years immediately preceding the date of this Agreement. The Once the Accounting Referee has been selected, the Seller Parties and the Buyer Parties shall cooperate diligently each submit their respective calculations of the disputed amounts to the Accounting Referee, together with any reasonable request supporting materials, within five days. After receipt thereof, the Accounting Referee shall determine the disputed amounts in the manner provided in this Section 2.4 within thirty (30) days; provided, the amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Firm in an effort Referee shall be limited to resolve determining disputed amounts submitted to it. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any disputed matter as soon as reasonably possible after kind (including indirect, consequential, punitive or exemplary damages). The determination of such amounts by the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and Referee shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the The fees and expenses of the Accounting Firm Referee shall be paid borne equally by Seller; if the Seller Parties, on one hand, and the Buyer Parties, on the other hand. Within five days of the receipt of a calculation by the Accounting Firm’s determination Referee, (i) the Seller Parties shall (in the case of the Closing Date Adjusted Statutory Capital Adjustment Amount) and Surplus is less than (ii) the amount Buyer Parties shall (in the case of the Final Closing Date Adjusted Statutory Capital and Surplus determined Refund Amount), in either case, pay such amount by wire or interbank transfer of immediately available funds to the account(s) specified by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentother Party.

Purchase Price Adjustment. The total aggregate consideration for (a) Seller and Buyer agree that the Shares purchased Purchase Price will be adjusted up or down by the amount by which the Company's Working Capital (as hereinafter defined) on the Closing Date exceeds or is less than the Company's Working Capital as of December 31, 1996 based on the Balance Sheet (as defined in Section 2.03); provided, however, that Seller and Buyer from agree that the Purchase Price will be adjusted (and the Purchase Price adjustment will be paid) only in the event that the amount that would be refunded or paid under this Section 1.04 is greater than $20,000,000 (twenty million dollars) (two percent of the Purchase Price without regard to any adjustment under this Section 1.04). Working Capital shall mean current assets less current liabilities as determined in accordance with the historical accounting practices applied in the preparation of the Balance Sheet (as defined in Section 2.03); provided, however, that Working Capital shall exclude (i) the current portion of (A) deferred tax liabilities and (B) income tax liabilities and (ii) cash on hand and in bonds and other cash items of the Company other than amounts of Pre-Closing Cash (as defined in Section 6.03(a)) left by Seller shall be an amount equal in Bank Accounts (as defined in Section 6.03(a)) or other locations as contemplated by the proviso in Section 6.03(a). Buyer and Seller hereby confirm and agree that, based upon the definition of Working Capital as set forth in this Section 1.04(a) and as described in the Disclosure Schedule, Working Capital at December 31, 1996 is $26,044,000 (twenty-six million, forty-four thousand dollars). (b) Within ninety (90) days after the Closing Date, Seller will prepare and provide to the Adjusted Statutory Capital and Surplus Buyer a balance sheet of the Company as of the close of business on the Closing Date (“the "Closing Date Adjusted Statutory Capital Balance Sheet") and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus calculation of the Company, determined in accordance with SAP (except that working capital adjustment to the value of bonds owned by Purchase Price based on the Company shown on Schedule D of the Company’s SAP Statements Closing Balance Sheet. The Closing Balance Sheet shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) prepared in accordance with the terms and conditions historical accounting practices applied in the preparation of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance Balance Sheet with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and consistent classification, (c) consistent with Buyer agrees that the methodologies used Closing Balance Sheet delivered by Seller to Buyer and the Company’s consulting actuarycomputation of the Purchase Price adjustment annexed thereto shall be conclusive and binding upon the parties unless Buyer, ▇▇▇▇ ▇▇▇▇▇▇▇ (within 10 days after the delivery to Buyer of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇the Closing Balance Sheet, Inc.)notifies Seller in writing that Buyer disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor, and any refund or amount due shall nonetheless be promptly made to the extent such methodologies are consistent with amount is not in dispute. The parties shall in good faith attempt to resolve any dispute, in which event the Closing Balance Sheet and the computation of the Purchase Price adjustment, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding upon the parties. If any such dispute cannot be resolved by the parties within 10 days after the date of the notice of the dispute, it shall be referred to a mutually satisfactory independent public accounting firm of national stature that has not been employed by either party for the two years preceding subclauses the Closing Date. The determination of such firm shall be conclusive and binding on each party. The fees of such firm shall be borne equally by Buyer and Seller. (a1) Buyer hereby acknowledges and agrees that access to employees of the Company and representatives of Buyer may be required in order that Seller may prepare the Closing Balance Sheet. Buyer shall make such persons available to Seller and its representatives and shall give Seller and its representatives all necessary access to the Books and Records (bas defined in Section 5.01(a)), without charge to Seller, as may reasonably be requested by Seller, in calculating statutory reserves and liabilities for order to assist in the purposes preparation of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus Closing Balance Sheet. (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses Seller hereby agrees to furnish Buyer with any documents or records in Seller's possession or control as included on Line 23 as non-admitted assets on may reasonably be requested by Buyer in order to confirm the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease adjustments in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of 1.04. (e) On or before the Fair Market Value of the bonds, one hundred and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto twentieth (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”120th) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days day after the Closing Date, all required refunds or payments under this Section 1.04 shall be made on the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as basis of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentBalance Sheet.

Purchase Price Adjustment. The total aggregate consideration Closing Balance Sheet shall be deemed final for the Shares purchased purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller's delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer from and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Adjusted Statutory Capital and Surplus of Designated Amount plus such excess over the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of LawsDesignated Amount, and (c) consistent with the methodologies used by the Company’s consulting actuarySeller shall, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus within three (3) Agents’ Debit Balancesbusiness days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent's common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; plus and (4ii) Prepaid Expenses as included on Line 23 as non-admitted assets in the event that the Net Asset Balance reflected on the asset page Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the Company’s SAP Statementsamount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent's common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; less (5) 20provided that, in no event shall the number of shares of Parent's common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum number of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, shares of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day Parent's common stock issued and outstanding immediately prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplusissuance.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.

Purchase Price Adjustment. (a) The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital Purchase Price is premised upon CEM and Surplus of the Company CPI having as of the Closing Date and delivering to Buyer an aggregate Working Capital of Zero Dollars (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 0) (the “Purchase PriceWorking Capital Amount”). “Adjusted Statutory Capital and Surplus” shall mean (1) Accordingly, the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements Purchase Price shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000(i) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used increased by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, by which the aggregate Working Capital of CEM and CPI as of the decrease Closing Date is greater than the Working Capital Amount, or (ii) decreased by the amount, if any, by which the aggregate Working Capital of CEM and CPI as of the net admitted deferred Tax asset below $53,555 Closing Date is less than the Working Capital Amount. Any such adjustment to the Purchase Price shall be effected in accordance with this Section 3.3 (the “Adjustment”). (b) Seller agrees to prepare and deliver to Buyer at least five (5) Business Days prior to the Closing Date an unaudited consolidated balance sheet and income statement for each of CEM and CPI reflecting the financial condition of each of CEM and CPI as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day most recent month end prior to the Closing Date, Seller will determine together with a statement setting forth (i) the estimated aggregate Working Capital of CEM and will CPI as of the Closing Date and (ii) the Adjustment, if any, pursuant to clauses (i) and (ii) of Section 3.3(a), above (the “Initial Closing Statement”). Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Buyer a certificate Seller an unaudited consolidated balance sheet and income statement reflecting the financial condition of the chief financial officer each of Seller CEM and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company CPI as of the Closing Date, calculated together with a statement setting forth (i) the aggregate Working Capital of CEM and CPI as of the Closing Date and (ii) the Adjustment, if any, pursuant to clauses (i) and (ii) of Section 3.3(a) above (the “Closing Statement”). The Initial Closing Statement and the Closing Statement shall be prepared in accordance a manner consistent with the application of the accounting principles, practices and procedures of the Financial Statements and the provisions of this Section 2.2Agreement. (c) If the Initial Closing Statement sets forth an aggregate Working Capital of CEM and CPI greater than the Working Capital Amount and a corresponding upward adjustment to the Purchase Price, including without limitation, an estimate of then the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company payable on the Closing Date shall be increased by an amount equal to such Adjustment. If the Initial Closing Statement sets forth the aggregate Working Capital of CEM and actual Fair Market Value CPI less than the Working Capital Amount and a corresponding downward adjustment to the Purchase Price, then the Purchase Price payable on the Closing Date shall be decreased by an amount equal to such Adjustment. If the aggregate Working Capital of CEM and CPI as set forth on the Closing Statement is different than that included on the Initial Closing Statement, then (i) to the extent that the Working Capital on the Closing Statement is greater than the Working Capital on the Initial Closing Statement, Buyer shall pay to Seller an amount equal to the absolute value of such difference, and (ii) to the extent that the Working Capital on the Closing Statement is less than the Working Capital on the Initial Closing Statement, Seller shall pay to Buyer an amount equal to the absolute value of such difference, subject to Section 3.3(d) below. In each case, such payment shall be made in cash in immediately available funds within twenty (20) days after the date the Closing Statement becomes final under Section 3.3(d). The Purchase Price shall be deemed to be increased or decreased (as the case may be) by the amounts calculated under this Section 3.3(c). The Parties agree that for Income Tax and all other Tax purposes, the Parties shall and shall cause their Affiliates to calculate and timely report such increase or decrease with respect to CPI and CEM on a separate entity basis. The Parties shall promptly agree upon revisions to all of the bondsallocations prepared pursuant to Section 6.9(a) to reflect such increase or decrease, together and the Parties shall and shall cause their Affiliates to not take a position on any Tax Return, with true any Tax authority, or otherwise that is inconsistent with such calculations and complete copies of all revised allocations, except to the extent specifically required pursuant to this Agreement. (d) Each Party shall make available to the other Party its work papers related thereto used to prepare its respective closing statement, and shall cooperate with the other Party in connection with the preparation thereof. Seller shall notify Buyer in writing within twenty (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days 20) days after receipt by Seller of the certificate Closing Statement of any objection to the items set forth therein, which notice shall include a reasonably detailed explanation of the chief financial officer reasons for each objection by Seller (an “Objection Notice”), provided, that the Seller may only object to the items contained in the Closing Statement to the extent any such item was not prepared in accordance with this Agreement or contains mathematical errors. Any item not so objected to by Seller shall be conclusively deemed to have been approved by Seller and shall be conclusive and binding upon the Parties. If the Parties are unable to resolve such dispute within thirty (30) days after the date of receipt by Seller of the Closing Statement, then Buyer and Seller shall agree upon and designate an Independent Accounting Firm (the “Designated Independent Accounting Firm”) and the Designated Independent Accounting Firm shall, within fifteen (15) days of its appointment, make a final and binding determination solely of the matters that remain in dispute and were properly included in the Objection Notice, and, based on such resolution, a final and binding determination of the Final Closing Date Adjusted Statutory Capital and SurplusAdjustment amount, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplusany. If Buyer and Seller fail are unable to resolve any disputed amounts agree upon a Designated Independent Accounting Firm, then each of the Buyer and Seller shall designate one Independent Accounting Firm and the two Independent Accounting Firms so selected shall, within 30 ten (10) days after Seller gives Buyer notice the date on which the later of any disputed amounts the two Independent Accounting Firms are appointed, appoint a third Independent Accounting Firm (the “Third Independent Accounting Firm”) and the Third Independent Accounting firm shall, within fifteen (15) days of its appointment, make a final and binding determination solely of the matters that remain in dispute and were properly included in the Buyer’s calculation Objection Notice, and, based on such resolution, a final and binding determination of the Final Closing Date Adjusted Statutory Capital and SurplusAdjustment amount, Seller and Buyer will promptly engage the if any. The Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, shall act on the following basis: such Independent Accounting Firm shall act as an expert and not as an arbitrator; its terms of reference shall be to resolve any such disputed matters in accordance with determine the appropriate Adjustment within fifteen (15) days of its appointment, having strict regard to the application of the terms of this Agreement, Agreement to the same (and, for the avoidance of doubt, disregarding other means of calculating the same, to the extent that such means are inconsistent with or not provided for in connection with such engagement, this Agreement); Buyer and Seller shall execute any engagement, indemnity and other agreements as the each provide such Independent Accounting Firm may require with all such information as a condition to such engagement. The Accounting Firm’s engagement shall be limited to it reasonably requires and the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Independent Accounting Firm except to the extent affected shall base its decision solely on such written submissions by resolution of the disputed amounts. In resolving any disputed item, the Buyer and Seller and their respective representatives; such Independent Accounting Firm shall not hold any hearings, hear any oral testimony or otherwise seek or require any other evidence and it may not assign a value to any item greater than the greatest value for such item claimed by either Party or less smaller than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that final written determination of such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Independent Accounting Firm shall (in the absence of fraud or manifest error) be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final conclusive and binding on the Parties, absent fraud . The Independent Accounting Firms shall not have the power to amend or manifest errormodify any terms of this Agreement. If The costs of the Independent Accounting Firms shall be borne pro rata by Seller and Buyer in proportion to the difference between the Designated Independent Accounting Firm’s designation or the Third Independent Accounting Firm’s, as the case may be, final determination of the Closing Date Adjusted Statutory Capital any Adjustment amount and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer each of Buyer, the fees ’s and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the such Adjustment amount. For example, if Buyer calculated an Adjustment amount of $100,000, Seller calculated an Adjustment amount of $50,000 and the Final Closing Date Adjusted Statutory Capital and Surplus Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, calculated an Adjustment amount of $60,000, Buyer would pay that portion of the Independent Accounting Firms’ fees determined by the chief financial officer of Buyerdividing $40,000 ($100,000 - $60,000) by $50,000 ($100,000 - $50,000) (i.e., the fees 80%) and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall Seller would pay the differenceremaining 20% of such fees. (e) Any disputed amounts or any amounts not paid within five (5) days of when due and owing, plus interest thereon at the rate of six percent per annum Default Interest Rate which shall have accrued from the Closing Date to due date until the date of payment, to Seller shall be paid in accordance with Section 3.3(c) above within ten Business Days (10) days after the date the Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, provides to both Parties its final written determination pursuant to Section 3(d) above. In addition, any amount not paid within ten (10) days of the Closing Date Adjusted Statutory Capital and Surplus is made; when due if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller not disputed in accordance with Section 3.3(d) above shall refund the difference, plus accrue interest at the rate Default Interest Rate. (f) Each of six percent per annum from the Closing Date Parties agrees and undertakes to the date of paymentother to provide all reasonable access, necessary data and information, and to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result assist in the imposition of an interest rate on the amount due equal calculations referred to the highest lawful rate per annum from the Closing Date to the date of paymentin this Section 3.3.

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller Purchase Price is subject to adjustment as follows: A. The Inventory Payment shall be an amount equal to adjusted upon the Adjusted Statutory Capital and Surplus completion of a joint inventory count of the Company as of Inventory by the Purchaser and the Sellers (the "Joint Inventory") on or before the Closing Date (“Closing Date Adjusted Statutory Capital Date. The Joint Inventory shall be conducted using the Sellers' current inventory count procedures and/or a physical count procedure and Surplus”)said Inventory shall be valued at cost. The parties agree that this Joint Inventory shall include all salable Inventory on the premises being transferred, plus $4,750,000all Inventory purchased or contracted for under valid and binding agreements, but not delivered to exceedthe properties being transferred, and all other valid and binding contracts for the purchase or sale of Inventory products on the properties being transferred. In the event that the cost of total Inventory (the "Inventory Cost") as determined by the Joint Inventory is greater than $3,500,000, the Inventory Cost will be increased by the amount by which the Inventory Cost exceeds $3,500,000. In the event that the Inventory Cost as determined by the Joint Inventory is less than $3,500,000.00, the Inventory Cost will be decreased by the amount by which the Inventory Cost falls below $3,500,000.00. B. Regardless of any allocation of the Purchase Price set forth in Section 6, the Principal Payment set forth in 6 A (i), shall be adjusted in the aggregateevent that (i) the real property located at ▇▇▇▇ ▇▇▇▇▇▇ ▇, a total purchase price of $8,000,000 ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean "Bay City Properties") and/or (1ii) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected real property located at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (of ▇▇▇▇., ▇▇ & ▇▇▇▇▇▇▇, Inc.▇▇▇▇▇ (the "Freeport Property") is sold to a third party presently under Contract (other than the Purchaser). In the event that the Bay City Properties are sold to a third party (other than the Purchaser), the Principal Payment will be decreased by $145,000. In the event that the Freeport Property is sold to a third party (other than the extent such methodologies are consistent with preceding subclauses (a) and (bPurchaser), in calculating statutory reserves the Principal Payment will be decreased by $105,000. In the event that both the Bay City Properties and liabilities for the purposes Freeport Properties are sold to a third party (other than the Purchaser), the Principal Payment will be decreased by $250,000. Upon the sale of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page any of the Company’s SAP Statements; less (5) 20% of Bay City Properties or the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposesFreeport Property, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as any such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination property sold shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith deemed to be an Excluded Asset for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms purposes of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.

Purchase Price Adjustment. (a) The total aggregate consideration for Sellers and the Shares purchased by Companies have delivered to Buyer from Seller shall be an amount equal to a certificate (the Adjusted Statutory Capital and Surplus of the Company as of the “Pre-Closing Date (“Closing Date Adjusted Statutory Capital and SurplusStatement”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned executed by the Company shown on Schedule D of Companies, setting forth (i) an estimated consolidated balance sheet for the Company’s SAP Statements shall be marked to Fair Market Value Companies and the Subsidiaries as of immediately prior to the Closing Date with the exception of any lottery securitiesDetermination Time, which will be reflected at amortized cost less $30,000(ii) including statutory reserves and liabilities calculated (a) their good faith estimates, prepared in accordance with the terms and conditions Accounting Principles (as modified by this Agreement, including the Working Capital Example), of (A) Cash as of the policies constituting Determination Time (the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto“Estimated Cash”), (bB) in accordance with applicable SAP Indebtedness as of the Determination Time (the “Estimated Indebtedness”), (C) Working Capital as of the Determination Time (the “Estimated Working Capital”), (D) Working Capital Overage or Working Capital Underage, as applicable, as of the Determination Time (the “Estimated Working Capital Overage” and actuarial principles and practices applicable to the Company under Requirements of Laws“Estimated Working Capital Underage” respectively), (E) Taxes Payable (the “Estimated Taxes Payable”), (F) Unpaid Sellers Transaction Expenses (the “Estimated Unpaid Sellers Transaction Expenses”), and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6G) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, Initial Purchase Price calculated in accordance with Section 2.3(a), and (iii) the provisions of this Section 2.2, including without limitation, an estimate amounts due to each payee and wire transfer instructions for each of the Fair Market Value of payments required by Section 2.3(b)(i) through (iii) and (iv) the bondsamounts due to, and statutory reserves and liabilities as wire instructions for, each Seller in respect of such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed Sellers’ respective Interests in accordance with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company such calculations (the “Closing Date Purchase PriceFunds Allocation”). Within 90 Buyer shall be entitled, without any duty of inquiry or investigation, to rely on and make payments in accordance with the Funds Allocation. (b) Subsequent to the Closing and subject to Section 2.4(c) and Section 2.4(g), the Initial Purchase Price shall be: (i) increased by the amount (if any) by which Final Cash exceeds Estimated Cash, or decreased by the amount (if any) by which Estimated Cash exceeds the Final Cash; (ii) increased by the Final Working Capital Overage (if any), or decreased by the Final Working Capital Underage (if any); (iii) increased by the amount (if any) by which Estimated Indebtedness exceeds the Final Indebtedness, or decreased by the amount (if any) by which Final Indebtedness exceeds Estimated Indebtedness; and (iv) increased by the amount (if any) by which Estimated Unpaid Sellers Transaction Expenses exceeds the Final Unpaid Sellers Transaction Expenses, or decreased by the amount (if any) by which Final Unpaid Sellers Transaction Expenses exceeds Estimated Unpaid Sellers Transaction Expenses. The Initial Purchase Price, as so increased or decreased in accordance with this Section 2.4(b), shall be the “Final Purchase Price” hereunder. (c) As soon as reasonably practicable, but not later than one hundred twenty (120) calendar days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller (i) prepare a certificate statement of the chief financial officer calculation of Buyer setting forth Buyer’s determination of the Adjusted Statutory Cash, Indebtedness, Working Capital and Surplus of the Company Working Capital Overage/Working Capital Underage, in each case as of the Determination Time, together with reasonably detailed calculations of Unpaid Sellers Transaction Expenses and the Final Purchase Price based on the foregoing and Estimated Taxes Payable (the “Closing DateDate Statement”), calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on (ii) deliver the Closing Date Statement to Sellers. The Closing Date Statement shall be prepared in good faith on a basis consistent with the Accounting Principles (as modified by this Agreement, including the Working Capital Example), and actual Fair Market Value shall include a reasonably detailed reconciliation of any differences between the bondscalculations set forth in the Pre-Closing Statement and the Closing Date Statement, together with true and complete copies of all work papers related thereto (collectively, reasonably detailed supporting materials used in the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination preparation of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either PartyStatement. The Parties agree that (A) in determining the adjustments Final Working Capital and the related purchase price adjustment contemplated by this Section are 2.4, the purpose is to measure changes in Working Capital, and such process is not intended to show permit the change between introduction of judgments, accounting methods, policies, principles, practices, procedures, assumptions, conventions, categorizations, definitions, techniques (including in respect of management’s exercise of judgment), classifications or estimation methodologies different than the Final Accounting Principles (as modified by this Agreement, including the Working Capital Example); (B) no new class or classes of liabilities, asset reserves, or valuation allowances shall be introduced in the preparation of the Closing Date Adjusted Statutory Capital and Surplus and Estimated Statement; (C) there shall be no additional provision or accrual or increase in any existing provision or accrual included in the Closing Date Adjusted Statutory Statement except to the extent of any of Buyer’s adjustments of amounts set forth in the Pre-Closing Statement that it believes, reasonably and in good faith, (1) were not calculated in accordance with this Agreement (including its relevant defined terms) or (2) contained manifest mathematical error; (D) the Closing Date Statement shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement or the Related Agreements and shall not be impacted by any action of Buyer, the Companies, any of the Subsidiaries or any of their respective Affiliates after the Closing; and (E) the calculations of Working Capital shall only include the same line items included in the example calculation set forth in Exhibit A (Working Capital Example) attached hereto. If Buyer fails to deliver the Closing Date Statement to Sellers within the one hundred twenty (120) calendar day period contemplated by the first sentence of this Section 2.4(c), then Buyer and Surplus Sellers shall retain (and that such change can only be measured if each shall split the expenses for retaining, 50/50) the Referral Firm to provide an audit of or otherwise review the books of the Companies, to review the calculation is done in a manner of the Pre-Closing Statement and make any adjustments necessary thereto consistent with this AgreementSection 2.4(c). (d) In connection with the review of the Closing Date Statement by Sellers, Buyer shall provide Sellers and their Representatives with prompt and reasonable access, during normal business hours, to the books and records, personnel, and Representatives of the Companies related to Buyer’s preparation of the Closing Date Statement. Furthermore, Sellers shall have the right to review the work papers of Buyer underlying or utilized in preparing the Closing Date Statement and the calculation of the Final Purchase Price; provided, however, that the independent accountants of the Companies, if any, shall not be obligated to make any such work papers available to Sellers unless and until Sellers have signed a customary confidentiality and hold harmless agreement relating to such access to such work papers in form and substance reasonably acceptable to such independent accountants. Sellers may make inquiries of Buyer, the Companies and their respective accountants regarding questions concerning, or disagreements with, the Closing Date Statement arising in their review thereof, and Buyer shall, and shall use commercially reasonable efforts to cause any such accountants to, cooperate with and respond to such inquiries. (e) Within thirty (30) calendar days after receipt of the Closing Date Statement, Sellers shall inform Buyer in writing either (i) that the Closing Date Statement is acceptable or (ii) of any good faith objection to the Closing Date Statement, setting forth in reasonable detail the basis for such objection and the specific adjustment to amounts, determinations and calculations set forth on the Closing Date Statement that Sellers believe should be made (an “Objection Notice”). The Parties deadline for an Objection Notice shall cooperate diligently with be extended in the case of any reasonable request undue delay by Buyer in providing Sellers access to the books and records, personnel, and Representatives of the Accounting Firm Companies pursuant to Section 2.4(d) for each day that the Buyer delays in providing Sellers such access. Any amount, determination or calculation (or any component thereof) contained in the Closing Date Statement and not specifically disputed in a timely delivered Objection Notice shall be final, conclusive and binding on the Parties. If Sellers do not timely deliver an effort Objection Notice with respect to the Closing Date Statement within such thirty (30) calendar day period, the Closing Date Statement will be final, conclusive and binding on the Parties. If an Objection Notice is timely delivered within such thirty (30) calendar day period, Buyer and Sellers shall negotiate in good faith to resolve each dispute raised therein (each, a “Disputed Item”) and any written resolution by them as to any such Disputed Item shall be final, conclusive and binding. If Buyer and Sellers, notwithstanding such good faith efforts, fail to resolve any disputed matter Disputed Item within thirty (30) calendar days after Sellers timely deliver an Objection Notice, then Buyer and Sellers shall jointly engage the Referral Firm to resolve only any remaining Disputed Items as soon as reasonably possible practicable thereafter (but in any event, within thirty (30) calendar days after the Accounting Firm is engaged. If possible, the decision engagement of the Accounting Referral Firm shall or such longer period as the Referral Firm may reasonably require), which resolution must be made within 30 days after being engaged. The decision of the Accounting Firm shall be in writing and set forth in a written statement delivered to Seller and Buyer and shall reasonable detail the basis therefor. All Disputed Items that are resolved between the Parties in writing or are determined by the Referral Firm will be final final, conclusive and binding on the Parties, absent fraud or manifest error. If Upon the Accounting Firm’s designation agreement of the Parties with respect to all Disputed Items, the decision of the Referral Firm with respect to all Disputed Items or Sellers’ failure to deliver an Objection Notice to Buyer within the thirty (30) calendar day period as provided in Section 2.4(d), the Closing Date Adjusted Statutory Statement, as it may be adjusted (the “Final Closing Date Statement”), shall be final, conclusive and binding against the Parties. The statements of Cash, Indebtedness, Working Capital, Working Capital Overage (if any), Working Capital Underage (if any) and Surplus is equal to or greater than the amount of Unpaid Sellers Transaction Expenses set forth in the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm Statement shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory “Final Cash,” “Final Indebtedness,” “Final Working Capital,” “Final Working Capital Overage,” “Final Working Capital Underage” and Surplus is less than the amount of the “Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of BuyerUnpaid Sellers Transaction Expenses,” respectively, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentfor all purposes hereunder.

Purchase Price Adjustment. (a) The total aggregate consideration for the Shares purchased by Buyer from Seller Purchase Price shall be decreased by an amount amount, if any, by which the Company's Net Operating Assets as of the Closing Date, as reflected on the Closing Statement, are less than $21,963,000. The Purchase Price shall be increased by an amount, if any, equal to the Adjusted Statutory Capital product of: (i) the amount by which the Company's Net Operating Assets as of the Closing Date, as reflected on the Closing Statement, exceed $21,963,000 multiplied by (ii) 0.33. In addition, the Purchase Price shall be increased by an amount, if any, equal to the product of: (x) the amount of the Company's Net Income for the period from February 28, 2001 through the Closing Date multiplied by (y) 0.415. The aggregate of the amounts set forth in this paragraph shall be referred to herein as the "Purchase Price Adjustment" and Surplus shall be determined and paid as set forth in clause (b). (b) Within thirty days following the Closing Date, the Buyer shall prepare and deliver to the Seller and the Stockholder a closing statement that shall consist of (i) a balance sheet (which shall exclude the Excluded Assets and include only the Assumed Liabilities) of the Company as of the Closing Date and (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, ii) a total purchase price statement of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus income of the CompanyCompany for the period from February 28, determined 2001 through the Closing Date, each prepared in accordance with SAP GAAP (except that other than the value absence of bonds owned by footnotes) (as each of (i) and (ii) may be adjusted in accordance with this paragraph, the Company shown on Schedule D of "Closing Statement"). Within twenty days following the Company’s SAP Statements shall be marked to Fair Market Value as delivery of the Closing Date Statement by the Buyer to the Seller and the Stockholder, the Seller and the Stockholder may object to any divergence from GAAP in the preparation of the Closing Statement by giving a written notice to the Buyer specifying in reasonable detail such divergences (an "Objection"). Buyer agrees to cooperate with the exception Seller and the Stockholder to provide such Parties and their certified public accountants information used to prepare the Closing Statement and information relating thereto. If the Seller and the Stockholder deliver an Objection, the Parties shall attempt to resolve such Objection by negotiation. If the Parties are unable to resolve such Objection within twenty days of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions delivery of the policies constituting Objection, the BusinessParties shall, including without limitationby mutual agreement, actuarial assumptions that were reasonable in relation theretoappoint one of the five largest firms of independent certified public accountants or another firm of independent certified public accountants who shall, (b) in accordance with applicable SAP at the joint expense of the Seller and actuarial principles and practices applicable to Stockholder, on the Company under Requirements of Lawsone hand, and (c) consistent with Buyer, on the methodologies used by other hand, review the Company’s consulting actuaryunresolved divergences from GAAP specified in the Objection and determine, ▇▇▇▇ ▇▇▇▇▇▇▇ (based solely on such divergences from GAAP specified in the Objection, whether any change in the Closing Statement is warranted. The finding of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.)such accounting firm shall be binding on the Parties and, to the extent such methodologies are consistent with preceding subclauses (a) and (b)necessary, in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with Closing Statement shall be adjusted accordingly. Upon the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page final determination of the Company’s SAP StatementsPurchase Price Adjustment, the Party owing the Purchase Price Adjustment shall deliver the Purchase Price Adjustment to the other Party no later than five Business Days after such determination in immediately available funds or in any other manner as reasonably requested by the payee; less (5) 20% of provided, that if the amount by which $930,000 exceeds Purchase Price Adjustment is owed to the deferred tax asset associated with Buyer, it shall first be satisfied from the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amountEscrowed Funds, if any. The acceptance by the Buyer, on the one hand, and Seller and the Stockholder, on the other hand, of the decrease Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer rights of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall Party in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice respect of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms other provision of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.

Purchase Price Adjustment. (i) The total aggregate consideration Closing Statement of Net Current Assets shall be deemed final for the Shares purchased purposes of this Section 2.06 upon the earliest of (A) the failure of the Principal Seller to notify the Purchaser of a dispute within 20 Business Days of the Purchaser's delivery of the Closing Statement of Net Current Assets to the Principal Seller, (B) the resolution of all disputes, pursuant to Section 2.06(c)(i), by Buyer from the Principal Seller and the Purchaser, and (C) the resolution of all disputes, pursuant to Section 2.06(c)(ii), by the Independent Accounting Firm. (ii) Within three Business Days of the Closing Statement of Net Current Assets being deemed final, a Purchase Price adjustment shall be made as follows: In the event that the Working Capital reflected on the Closing Statement of Net Current Assets is less than $0.01, then the Purchase Price shall be adjusted downward in an amount equal to such deficiency (such amount, the Adjusted Statutory "PURCHASE PRICE DECREASE"). In the event that the Working Capital and Surplus reflected on the Closing Statement of Net Current Assets exceeds $0.01, then the Company as Purchase Price shall be adjusted upward in an amount equal to such excess (such amount, the "PURCHASE PRICE INCREASE"). (iii) In case of a Purchase Price Increase, within five Business Days of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”)Statement of Net Current Assets being deemed final, plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchaser shall pay such Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable Price Increase to the Company under Requirements of LawsPrincipal Seller, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), for distribution to the extent such methodologies are consistent with preceding subclauses (a) and (b)Sellers, in calculating statutory reserves and liabilities for by wire transfer of immediately available funds to the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result Purchase Price Bank Account. In case of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). IfDecrease, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten five Business Days after the determination Closing Statement of Net Current Assets being deemed final, the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Principal Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date cause such Purchase Price Decrease to be paid to the date Purchaser, or such party as the Purchaser may designate, by wire transfer of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal immediately available funds to the highest lawful rate per annum from account or accounts specified by the Closing Date Purchaser (or such party) to the date of paymentPrincipal Seller.

Purchase Price Adjustment. The total aggregate consideration (a) As an adjustment to the Initial Purchase Price, (i) if the Settlement Amount is greater than zero, the Purchaser shall pay to the Seller such Settlement Amount in the manner provided in clause (c) or (e), as the case may be, of this Section 3.01; or (ii) if the Settlement Amount is less than zero, the Seller shall pay to the Purchaser the absolute value of such Settlement Amount in the manner provided in clause (d) or (e), as the case may be, of this Section 3.01. (b) Payment of the Settlement Amount shall be in cash or validly issued shares of Common Stock (“Payment Shares”), as the Purchaser shall elect, which binding election shall be made within three Business Days from the Valuation Completion Date and communicated to the Seller in writing; provided that if the Purchaser fails to make such an election in the manner contemplated hereunder, the Purchaser shall be deemed to have elected settlement in cash; and provided further that the Purchaser shall not have the right to elect payment of the Settlement Amount or receipt of the absolute value of the Settlement Amount in Payment Shares pursuant to this Section 3.01 if: (i) the representations and warranties made by the Purchaser to the Seller in Section 5.01 are not true and correct in all material respects as of the date the Purchaser makes such election; or (ii) in the event the Settlement Amount shall be payable by the Purchaser to the Seller, the Purchaser has taken any action that would make unavailable either (A) the exemption set forth in Section 4(2) of the Securities Act for the sale of any Payment Shares purchased by Buyer the Purchaser to the Seller or (B) an exemption from Seller the registration requirements of the Securities Act pursuant to Section 4 of the Securities Act for the private resale of Payment Shares by the Seller. For the avoidance of doubt, upon the Purchaser’s making an election to receive or to deliver Payment Shares pursuant to this Section 3.01(b), the Purchaser shall be deemed to make the representations and warranties in Section 5.01 hereof as if made on the date of the Purchaser’s election. (c) Subject to Section 3.01(b), if the Settlement Amount shall be payable by the Purchaser to the Seller: (i) Notwithstanding any election by the Purchaser to make payment in Payment Shares, at any time prior to the time the Seller (or any affiliate of the Seller) has contracted to resell such Payment Shares, the Purchaser may deliver in lieu of such Payment Shares an amount in cash equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceedSettlement Amount, in the aggregatemanner set forth in Section 3.01(e). (ii) If the Purchaser elects to pay any Settlement Amount in Payment Shares, then on the Settlement Date, the Purchaser shall deliver to the Seller a total purchase price number of $8,000,000 Payment Shares equal to the quotient of (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean A) such Settlement Amount divided by (1B) the capital and surplus of the Company, Private Placement Price (determined in accordance with SAP the Private Placement Procedures). (except that d) Subject to Section 3.01(b), if the absolute value of bonds owned the Settlement Amount shall be payable by the Company shown on Schedule D Seller to the Purchaser and the Purchaser elects to receive the absolute value of the Company’s SAP Statements Settlement Amount in Payment Shares, then (i) the Seller shall, beginning on the fourth Trading Day following the Valuation Completion Date and ending when the Seller shall be marked to Fair Market Value as of have satisfied its obligations under this clause (the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.“Seller Payment Share Purchase Period”), purchase (subject to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, 4.01 and Section 4.02 hereof) shares of Common Stock with an estimate aggregate value (which such value shall be determined by the prices at which the Seller purchases such shares plus a commission of $0.02 per share) equal to such Settlement Amount and (ii) the Seller shall deliver such shares of Common Stock to the Purchaser on the settlement dates relating to such purchases. (e) If the Purchaser elects to receive the absolute value of the Fair Market Value of Settlement Amount or to pay the bondsSettlement Amount in cash, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer then payment of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm Settlement Amount shall be made within 30 days after being engaged. The decision by wire transfer of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding immediately available U.S. dollar funds on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentSettlement Date.

Purchase Price Adjustment. The total aggregate consideration Closing Balance Sheet shall be deemed final for the Shares purchased purposes of this Section 2.09 upon the earlier of (A) the failure of the Sellers to notify the Purchaser of a dispute within 30 Business Days of the Purchaser's delivery of the Closing Balance Sheet to the Sellers, (B) the resolution of all disputes, pursuant to Section 2.09(b)(ii), by Buyer from Seller the Purchaser's Accountants and the Sellers' Accountants and (C) the resolution of all disputes, pursuant to Section 2.09(b)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.09(b)(iv), within three Business Days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) In the event that the Adjusted Reference Net Working Capital exceeds the Net Working Capital reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the full amount by which $930,000 the Adjusted Reference Net Working Capital exceeds the deferred tax asset associated with Net Working Capital shown on the sum of (a) net operating loss carryforward for Tax purposesClosing Balance Sheet, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of Purchaser shall deliver written notice to the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in Sellers specifying the amount of such downward adjustment of the net operating loss carryforward for Tax purposes. On Purchase Price, and the day prior Sellers shall, within three Business Days of their receipt of such notice, pay such amount to the Closing Date, Seller will determine and will deliver to Buyer a certificate of Purchaser in immediately available funds. (ii) In the chief financial officer of Seller and event that the Company setting forth Seller’s determination of the Adjusted Statutory Net Working Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company reflected on the Closing Date and actual Fair Market Value of Balance Sheet exceeds the bondsAdjusted Reference Net Working Capital by at least the Designated Amount, together with true and complete copies of all work papers related thereto (collectively, then the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination Purchase Price shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm adjusted upward in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from full amount by which the Closing Date to the date of payment.Net Working Capital shown on

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with Prior to Closing the terms Sellers and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇N▇▇▇ ▇▇▇▇▇ C▇▇▇ (of Shareholder shall deliver to Purchasers’ Solicitors and EMW, the Joint Account Instruction Letter duly signed by the Sellers and the N▇▇▇ ▇▇▇▇▇ & C▇▇▇ Shareholder. (b) Subject to the Sellers, the N▇▇▇ ▇▇▇▇▇ C▇▇▇ and the Purchaser delivering to the Purchaser’s Solicitors and EMW the Joint Account Instruction Letter, of the cash purchase price to be paid at Closing pursuant to Article 1.1(a)(i), US$300,000 shall be placed in the Joint Account (with all fees of such account to be paid by Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder, Inc.collectively, and all interest accrued on such account to be for the account of Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder, respectively), as a hold-back (the “Hold-Back”) to secure any payment obligation of Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder to the extent such methodologies are consistent Purchaser upon completion of the Post-Closing Purchase Price Adjustment, pursuant to Article 1.8(c) below. EMW and the Purchaser’s Solicitors shall not be required to take any action with preceding subclauses respect to the Joint Account except on the written instructions of the Parties. (ac) and The Purchase Price shall be subject to a post-closing adjustment (bthe “Post-Closing Purchase Price Adjustment”), which shall be settled as soon as agreed or determined in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed accordance with the Kansas Insurance DepartmentArticle 1.8(d) below, consistently applied with prior periods; plus based on (21) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus target Cash Book Balance of the Company as of December 31, 2009 at 11:59 p.m. Greenwich Mean Time (the “Closing Adjustment Date”) of GBP£450,000 (“Target Cash”), (2) a Warranty Reserve as of the Closing Adjustment Date of GBP£417,120 (the “Target Warranty Reserve”) and (c) the Net Book Value as at the Closing Adjustment Date being not lower than £1,754,465 (“Target Net Book Value”). (i) Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder shall make a payment to Purchaser (which shall be satisfied (i) through retention by Purchaser of all or a portion of the Hold-Back amount to the extent such Hold-Back is sufficient, (ii) through the reduction of the outstanding principal amount (and accrued but unpaid interest thereon) of the Seller Notes (such reduction to be applied to the outstanding principal amount and accrued but unpaid interest thereon which is next due for payment), (using the same exchange rate applied at Closing) pro rata to the proportions which the principal amounts of the respective Seller Notes bear to one another, to the extent the Hold-Back amount is not sufficient and (iii) only by a payment of cash if and to the extent the Hold Back amount and the Seller Notes are insufficient, in which event such payment shall be due from and made by the Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder pro rata to the proportions in which the Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder are entitled to the cash consideration as set forth on Exhibit B), in an aggregate amount (on a GBP£1 for GBP£1 basis) by which the determined Cash Book Balance at the Closing Adjustment Date (as determined in accordance with Article 1.8(e)) is less than Target Cash (subject to Article 1.8(d)), the Warranty Reserve at the Closing Adjustment Date (as determined in accordance with Article 1.8(e)) exceeds the Target Warranty Reserve and the Net Book Value at the Closing Adjustment Date is less than the Target Net Book Value; provided that when calculating the Net Book Value at the Closing Adjustment Date any amounts by which the Cash Book Balance at the Closing Adjustment Date is less than Target Cash and the Warranty Reserve at the Closing Adjustment Date exceeds the Target Warranty Reserve then such amounts shall not be taken into account for purposes of determining the Net Book Value at the Closing Adjustment Date. (ii) Purchaser shall make an additional cash payment to Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder in an aggregate amount (on a GBP£1 for GBP£1 basis) by which the determined Cash Book Balance at the Closing Adjustment Date (as determined in accordance with Article 1.8(e)) exceeds Target Cash (subject to Article 1.8(d)), the determined Warranty Reserve at the Closing Adjustment Date is less than the Target Warranty Reserve (as determined in accordance with Article 1.8(e)) and the determined Net Book Value at the Closing Adjustment Date (as determined in accordance with Article 1.8(e)) exceeds the Target Net Book Value; provided that when calculating the Net Book Value at the Closing Adjustment Date any amounts by which the Cash Book Balance at the Closing Adjustment Date is greater than Target Cash and the Warranty Reserve at the Closing Adjustment Date is less than the Target Warranty Reserve then such amounts shall not be taken into account for purposes of determining the Net Book Value at the Closing Adjustment Date. Any portion of the Hold-Back not used to satisfy the Sellers’ and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder’s obligations for the Post-Closing Purchase Price Adjustment shall be due to and paid to the Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder within 2 calendar days of the completion of the adjustment process and shall be allocated between the Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder in the proportions in which they are entitled to the cash consideration as set forth on Exhibit B. Any Post-Closing Purchase Price Adjustment payment shall be paid in U.S. Dollars using the same exchange rate applied to the amount paid by the Purchaser to the Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder at Closing. (d) Notwithstanding anything in this Article 1.8, the Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder and the Purchaser hereby agree that if any part of the sum of £120,054.88 (being a payment to be received by the Company from UK Atomic Energy Authority Dounreay as reflected on an outstanding invoice which is included as Part 1.8(d) of the Company Disclosure Schedule) (the “Sum”) is not received by the Company prior to the Closing Adjustment Date then that part of the Sum not yet received by the Company (“Outstanding Sum”) shall be deemed to have been received by the Company (on a GBP £1 for GBP £1 basis) for the purposes of calculating the Cash Book Balance at the Closing Adjustment Date if such Outstanding Sum is received within fifteen (15) calendar days following the Closing Date. For the avoidance of doubt, in the event that the Outstanding Sum is not received by the Company within fifteen (15) calendar days following the Closing Date, calculated then the Outstanding Sum shall not be included in the Cash Book Balance for the purposes of calculating the Post-Closing Purchase Price Adjustment. (e) Within sixty (60) calendar days following the Closing, Purchaser shall prepare or cause to be prepared (using existing personnel of the Company, being personnel of the Company immediately prior to the Closing, as needed by Purchaser) and delivered to Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder the calculation of the Post-Closing Purchase Price Adjustment, together with supporting documentation (the “Adjustment Statement”). Subject to Article 1.8 (d), the Adjustment Statement shall be prepared in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, Company’s accounting policies and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done GAAP applied in a manner consistent with the preparation of the Company Year-End Financial Statements and in accordance with the accounting policies set out in Exhibit D and the Adjustment Statement shall be set out in the form provided at Exhibit E (“Pro Forma Adjustment Statement”). For the avoidance of doubt in the event that there is a conflict between the accounting policies then the accounting polices set out in Exhibit D shall take precedence over the Company’s accounting policies and GAAP and to the extent that the Company’s accounting polices are not in contravention of GAAP then the Company’s accounting polices shall take precedence over GAAP. In calculating the Adjustment Statement the Purchaser shall not take into account any professional costs, fees, disbursements and expenses (plus any applicable VAT) and Tax accrued or owing by the Company relating to entering into the lease amendment required pursuant to Article 7.3 of this Agreement. The Parties shall cooperate diligently with . (f) In the event that any reasonable request of the Accounting Firm Sellers and/or the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder objects to the Purchaser’s calculation of the Post-Closing Purchase Price Adjustment, then within ten (10) Business Days after their receipt of the Adjustment Statement (the “Adjustment Response Period”) they shall deliver to Purchaser a written notice (an “Adjustment Objection Notice”) describing in an effort reasonable detail their objections to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engagedPurchaser’s calculation of such Post-Closing Purchase Price Adjustment. If possibleno such Adjustment Objection Notice is delivered to Purchaser during the Adjustment Response Period, the decision then Purchaser’s calculation of the Accounting Firm Post-Closing Purchase Price Adjustment shall be final, binding and conclusive on Purchaser, Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder and all payments due by any party shall be made within 30 ten (10) calendar days thereafter. If Sellers and the N▇▇▇ ▇▇▇▇▇ C▇▇▇ Shareholder deliver an Adjustment Objection Notice accompanied by a statement setting forth a calculation of the Post-Closing Purchase Price Adjustment to Purchaser during the Adjustment Response Period and if Sellers and Purchaser are unable to agree upon the calculation of the Post-Closing Purchase Price Adjustment within thirty (30) calendar days after being engagedsuch Adjustment Objection Notice is delivered to Purchaser, the dispute will be finally settled by the Accounting Referee. The decision determination of the Accounting Firm shall be set forth Referee, in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent absence of fraud or manifest error. If the Accounting Firm’s designation , of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount disputed calculation of the Final Post-Closing Date Adjusted Statutory Capital Purchase Price Adjustment, if any, shall be final, conclusive and Surplus determined binding on all parties hereto and all payments due by any party shall be made within ten (10) calendar days after the chief financial officer of Buyer, the fees and expenses date of the Accounting Firm Referee’s determination. The fees and other expenses of such Accounting Referee shall be paid by Seller; if the Accounting Firm’s party whose determination of the Post-Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum Purchase Price Adjustment most diverges from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentAccounting Referee.

Purchase Price Adjustment. The total aggregate consideration (i) Subject to Sections 2.3(b)(ii) and Section 2.3(b)(iii), at the Closing, the Purchase Price shall be adjusted on a dollar-for-dollar basis, without duplication, to account for the Shares purchased items set forth in this Section 2.3(b): (1) The Purchase Price shall be adjusted to account for the items prorated as of the Closing Date pursuant to Section 2.4. (2) The Purchase Price shall be (A) increased if and to the extent that the net book value of the Nuclear Fuel owned by Seller as of the Closing Date is greater than One Hundred Thirty-Six Million One Hundred Thousand Dollars ($136,100,000), and (B) decreased if and to the extent that net book value of the Nuclear Fuel owned by Seller as of the Closing Date is less than One Hundred Thirty-Six Million One Hundred Thousand Dollars ($136,100,000) (all calculations are to be consistent with Seller’s past practices). (3) The Purchase Price shall be (A) increased if and to the extent that the book value of the Non-Nuclear Fuel Inventories on the Closing Date is greater than Twenty-Four Million Dollars ($24,000,000), and (B) decreased if and to the extent that the book value of the Non-Nuclear Fuel Inventories on the Closing Date is less than Twenty-Four Million Dollars ($24,000,000) (all references to book value are deemed to mean book value calculated in accordance with GAAP consistent with Seller’s past practice); (4) The Purchase Price shall be increased by the amount of any and all expenditures made with respect to the Facilities or the Site between the date hereof and the Closing Date for capital additions to or replacements of property, plant and equipment and other expenditures or repairs on property, plant and equipment relating to the Facilities or the Site that are capitalized by Seller in accordance with its normal accounting policies; provided, that such expenditures (A) are described on a project-by-project basis in the Capital Budget as set forth on Section 5.1(a) of the Seller Disclosure Schedule and the amount or projected amount to complete each project does not exceed the budgeted amount by more than ten percent (10%), (B) are necessary to comply with applicable Laws, NRC Licenses, NRC Commitments or Permits, (C) have been approved by Buyer from Seller in writing, or (D) are made in accordance with Prudent Utility Practices and do not exceed Three Million Dollars ($3,000,000) in the aggregate (collectively, the “Capital Expenditures”). Nothing in this paragraph shall be an amount equal construed to limit Seller’s rights and obligations to make all Capital Expenditures necessary to comply with the Adjusted Statutory Capital NRC Licenses, the NRC Commitments and Surplus other Permits. (5) If the projected cost to dispose of the Company Low Level Waste at the Facilities as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined as calculated in accordance with SAP Schedule 2.3(b)(i)(5)) is greater than Eight Million Eight Hundred Thousand Dollars (except $8,800,000), the Purchase Price shall be adjusted downward by every dollar that the value cost of bonds owned by such Low Level Waste disposal is greater than Eight Million Eight Hundred Thousand Dollars ($8,800,000). Conversely, if the Company shown on Schedule D projected cost to dispose of the Company’s SAP Statements shall be marked to Fair Market Value Low Level Waste at the Facilities as of the Closing Date (as calculated in accordance with Schedule 2.3(b)(i)(5)) is less than Eight Million Eight Hundred Thousand Dollars ($8,800,000), the exception Purchase Price shall be adjusted upward by every dollar that the cost of any lottery securitiessuch Low Level Waste disposal is less than Eight Million Eight Hundred Thousand Dollars ($8,800,000). (6) In the event that the Additional Requested Rulings described in Section 5.15(b) are not obtained from the IRS prior to the Closing Date, which will the Purchase Price shall be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated increased in an amount equal to the product of 0.25 multiplied by the difference between (a) in accordance with the terms Decommissioning Target and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) Three Hundred Sixty Million Dollars ($360,000,000) which amount shall be increased by five and a half percent (5.5%) per annum, which shall be compounded daily on and after August 31, 2007 through and including the Closing Date; provided, that such difference is a positive amount. (7) The Purchase Price shall be adjusted as provided in accordance with applicable SAP and actuarial principles and practices applicable to Section 5.7(c) hereof. (8) The Purchase Price shall be adjusted as provided in Section 5.9(h) hereof. (9) The Purchase Price shall be adjusted as provided in Section 5.10(e) hereof. (10) If Closing has not occurred on or before September 30, 2007, the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease Purchase Price shall be adjusted downward in the amount of Two Hundred Thousand Dollars ($200,000) for each day that Closing does not occur after September 30, 2007 and on or before October 30, 2007. If Closing has not occurred on or before October 30, 2007, the net operating loss carryforward Purchase Price shall be adjusted downward in the amount of One Hundred Thousand Dollars ($100,000) for Tax purposes. On each day that Closing does not occur after October 30, 2007. (11) If Closing occurs after July 1, 2007 and on or before August 30, 2007, the Purchase Price shall be adjusted upward in the amount of Two Hundred Fifty Thousand Dollars ($250,000) for each day that Closing occurs prior to August 31, 2007. (12) The Purchase Price shall be adjusted as provided in Section 5.25. (ii) No less than ten (10) Business Days prior to the Closing Date, Seller will determine shall prepare in good faith and will deliver or make available to Buyer a certificate of an estimated closing statement (the chief financial officer of Seller and the Company setting “Estimated Closing Statement”) that shall set forth Seller’s determination estimate of all estimated adjustments to the Purchase Price required by Section 2.3(b)(i) (the “Estimated Adjustments”). Seller shall cooperate with Buyer and provide Buyer and its Representatives reasonable access to all information used to calculate the Estimated Adjustments. Within five (5) Business Days after the delivery of the Adjusted Statutory Capital and Surplus Estimated Closing Statement by Seller to Buyer, Buyer may object in good faith to any Estimated Adjustment in writing, setting forth in detail a description of the Company as basis for the objection and the amount of the subject Estimated Adjustments as determined by Buyer. If Buyer objects to an Estimated Adjustment, the Parties shall attempt to resolve their differences by negotiation. If and to the extent the Parties are able to do so prior to the Closing DateDate (or if Buyer does not object to any of the Estimated Adjustments), calculated the Purchase Price shall be adjusted for the Closing by the amount of the Estimated Adjustments not in dispute. The Purchase Price, as so adjusted at Closing by the undisputed Estimated Adjustments, but not including any adjustment pursuant to Section 2.3(b)(i)(7), is referred to herein as the “Closing Payment.” The Closing Payment shall be paid by Buyer to Seller at the Closing. The disputed Estimated Adjustments shall be resolved in accordance with the provisions of this Section 2.2, including without limitation, an estimate 2.3(b)(iii) and paid as part of any Post-Closing Adjustment to the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto extent required by Section 2.3(b)(iii). (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”iii) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company Within sixty (the “Closing Date Purchase Price”). Within 90 days 60) Business Days after the Closing Date, Seller shall prepare and deliver or make available to Buyer a final closing statement (the chief financial officer of Buyer “Post-Closing Statement”) that shall deliver set forth all adjustments to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of Purchase Price required by Section 2.3(b)(i) and any disputed Estimated Adjustments pursuant to Section 2.3(b)(ii) (the Adjusted Statutory Capital “Proposed Post-Closing Adjustment”) and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto detailing such adjustments. Within thirty (collectively, 30) days after the “Final delivery of the Post-Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt Statement by Seller to Buyer, Buyer may object to the Proposed Post-Closing Adjustment in writing, setting forth in detail a description of the certificate basis for the objection and the amount of the chief financial officer of Buyer of such determination of the Final subject Proposed Post-Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Adjustment as determined by Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt agree to negotiate a determination of cooperate with one another to provide one another with the information used to prepare the Post-Closing Date Adjusted Statutory Capital Statement and Surplusinformation relating thereto. If Buyer and Seller fail objects to the Proposed Post-Closing Adjustment, the Parties shall attempt to resolve any disputed amounts such dispute by negotiation. If the Parties are unable to resolve such dispute within 30 thirty (30) days after Seller gives Buyer notice of any disputed amounts in objection by Buyer, the Parties shall appoint the Independent Accounting Firm, which shall, at Seller’s and Buyer’s calculation of joint expense, review the Final Proposed Post-Closing Date Adjusted Statutory Capital Adjustment and Surplus, Seller and Buyer will promptly engage determine the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited appropriate adjustment to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by SellerPurchase Price, which resolution shall be in accordance with this Agreementif any, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for within thirty (30) days after such item claimed by either Party or less than the smallest value for such item claimed by either Partyappointment. The Parties agree that to cooperate with the adjustments contemplated by this Section are intended Independent Accounting Firm and provide it with such information as it reasonably requests to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that enable it to make such change can only be measured if each calculation is done in a manner consistent with this Agreementdetermination. The Parties shall cooperate diligently with any reasonable request of the Independent Accounting Firm in shall act as an effort expert and not as an arbitrator and shall make findings only with respect to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engagedremaining disputes so submitted to it (and not by independent review). If possible, the decision The finding of the such Independent Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest errorParties hereto. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s Upon determination of the appropriate adjustment (the “Post-Closing Date Adjusted Statutory Capital and Surplus is less than the amount Adjustment”) by agreement of the Final Closing Date Adjusted Statutory Capital and Surplus determined Parties or by binding determination of the chief financial officer of BuyerIndependent Accounting Firm, the fees and expenses of Party owing the Accounting Firm difference shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the deliver such amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten other Party no later than two (2) Business Days after such determination, in immediately available funds or in any other manner as reasonably requested by the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentpayee.

Purchase Price Adjustment. (a) Attached hereto as Exhibit F is a written statement certificate (the “Pre-Closing Statement”), executed by the Companies, setting forth (i) their good faith estimates of (A) Cash as of the Determination Time (the “Estimated Cash”), (B) Working Capital as of the Determination Time (the “Estimated Working Capital”), (C) Assumed Indebtedness (the “Estimated Assumed Indebtedness”), (D) Customer Advances as of the Determination Time (the “Estimated Customer Advances”), and (E) Unpaid Seller Transaction Expenses (the “Estimated Unpaid Seller Transaction Expenses”) and (ii) the Initial Purchase Price calculated in accordance with Section 2.3(a). (b) Subsequent to the Closing and subject to Section 2.4(c) and Section 2.4(g), the Initial Purchase Price shall be: (i) increased by the amount (if any) by which Final Cash exceeds Estimated Cash, or decreased by the amount (if any) by which Estimated Cash exceeds the Final Cash; (ii) increased by an amount (if any) by which Final Working Capital exceeds Estimated Working Capital, or decreased by the amount (if any) by which Estimated Working Capital exceeds Final Working Capital; (iii) increased by the amount (if any) by which Estimated Assumed Indebtedness exceeds the Final Assumed Indebtedness, or decreased by the amount (if any) by which Final Assumed Indebtedness exceeds Estimated Assumed Indebtedness; (iv) increased by the amount (if any) by which Estimated Customer Advances exceeds the Final Customer Advances, or decreased by the amount (if any) by which Final Customer Advances exceeds Estimated Customer Advances; and (v) increased by the amount (if any) by which Estimated Unpaid Seller Transaction Expenses exceeds the Final Unpaid Seller Transaction Expenses, or 738336390 decreased by the amount (if any) by which Final Unpaid Seller Transaction Expenses exceeds Estimated Unpaid Seller Transaction Expenses. The total aggregate consideration for the Shares purchased by Buyer from Seller Initial Purchase Price, as so increased or decreased in accordance with this Section 2.4, shall be an amount equal the “Final Purchase Price” hereunder. (c) As soon as reasonably practicable, but not later than ninety (90) calendar days after the Closing Date, Buyer shall prepare and deliver to Sellers’ Representative a statement (the Adjusted Statutory “Closing Date Statement”) of the calculation of Cash, Working Capital and Surplus Customer Advances, in each case as of the Company as Determination Time, together with reasonably detailed calculations of Assumed Indebtedness, Unpaid Seller Transaction Expenses and the Final Purchase Price. The Closing Date Statement shall be prepared in good faith on a basis consistent with the Accounting Principles. The Parties agree that (i) in determining the Final Working Capital and the related purchase price adjustment contemplated by this Section 2.4, the purpose is to measure changes in Working Capital, and such process is not intended to permit the introduction of judgments, accounting methods, policies, principles, practices, procedures, assumptions, conventions, categorizations, definitions, techniques (including in respect of management’s exercise of judgment), classifications or estimation methodologies different than the Accounting Principles; (ii) no new class or classes of liabilities, asset reserves, or valuation allowances shall be introduced in the preparation of the Closing Date Statement that were not set forth in the Pre-Closing Statement; (“iii) there shall be no additional provision or accrual or increase in any existing provision or accrual included in the Closing Date Adjusted Statutory Statement; (iv) the Closing Date Statement shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement or the Related Agreements and shall not be impacted by any changes requested by Buyer between the date hereof and the Closing or any action of Buyer or the Companies or any of their respective Affiliates after the Closing; and (v) the calculations of Working Capital and Surplus”), plus $4,750,000, but not to exceed, shall only include the same line items included in the aggregateexample calculation set forth in Exhibit D attached hereto; provided that, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) restrictions on the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as content of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated Statement set forth in clauses (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation theretoii), (biii) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (cv) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), above shall not apply to the extent such methodologies are consistent with preceding subclauses (a) and (b)that the existence, in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated of facts or events which were unknown as of the date of the Pre-Closing Statement would, by applying the same management judgments, methodologies, practices, classifications policies and procedures, justify the establishment in accordance with the provisions Closing Date Statement of any such new class or classes of liabilities, asset reserves or valuation allowances. If, for any reason, Buyer fails to deliver the Closing Date Statement to Sellers’ Representative within the seventy-five (75) calendar day period contemplated by the first sentence of this Section 2.22.4(c), including without limitationthen Sellers’ Representative may elect, an estimate upon providing written notice to Buyer, that the Pre-Closing Statement delivered by the Companies to Buyer pursuant to Section 2.4(a) be deemed to be the Final Closing Date Statement for all purposes of this Agreement or may otherwise exercise any rights available to Sellers to enforce Buyer’s obligation to deliver the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed Closing Date Statement. (d) In connection with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as review of the Closing DateDate Statement by Sellers’ Representative, calculated Buyer shall provide Sellers’ Representative and its representatives with prompt and reasonable access to the books and records, personnel, facilities and representatives of the Companies. Furthermore, Sellers’ Representative shall have the right to review the work papers 738336390 of Buyer underlying or utilized in accordance with preparing the provisions Closing Date Statement and the calculation of this Section 2.2 based upon actual SAP reserves the Final Purchase Price; provided, however, that the independent accountants of the Companies, if any, shall not be obligated to make any such work papers available to Sellers’ Representative unless and liabilities until Sellers’ Representative has signed a customary confidentiality and hold harmless agreement relating to such access to such work papers in form and substance reasonably acceptable to such independent accountants. (e) Within forty-five (45) calendar days after its receipt of the Closing Date Statement, Sellers’ Representative shall inform Buyer in writing either (i) that the Closing Date Statement is acceptable or (ii) of any good faith objection to the Closing Date Statement, setting forth in reasonable detail the basis for insurance policies in force in such objection and the Company specific adjustment to amounts, determinations and calculations set forth on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto Statement that Sellers’ Representative believes should be made (collectively, the an “Final Closing Date Adjusted Statutory Capital and SurplusObjection Notice”). IfThe deadline for an Objection Notice shall be extended in the case of any undue delay by Buyer in providing Sellers’ Representative access to the books and records, within 15 Business Days after receipt by Seller personnel, facilities and representatives of the certificate of the chief financial officer of Companies pursuant to Section 2.4(d) for each day that Buyer of delays in providing Sellers’ Representative such access. Any amount, determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be calculation (or any component thereof) contained in the Closing Date Adjusted Statutory Capital Statement and Surplusnot specifically disputed in a timely delivered Objection Notice shall be final, conclusive and binding on the Parties. If Seller notifies Buyer Sellers’ Representative does not timely deliver an Objection Notice with respect to the Closing Date Statement within such 15 Business Days that Seller does not agree with such determination of forty-five (45) calendar day period, the Final Closing Date Adjusted Statutory Capital Statement will be final, conclusive and Surplusbinding on the Parties. If an Objection Notice is timely delivered within such forty-five (45) calendar day period, Seller Buyer and Buyer Sellers’ Representative shall negotiate in good faith for to resolve each dispute raised therein (each, a period of 15 Business Days thereafter“Disputed Item”) and any resolution by them as to any such Disputed Item shall be final, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital conclusive and Surplusbinding. If Buyer and Seller Sellers’ Representative, notwithstanding such good faith efforts, fail to resolve any disputed amounts Disputed Item within 30 thirty (30) calendar days after Seller gives Sellers’ Representative timely delivers an Objection Notice or such longer period as Buyer notice of any disputed amounts and Sellers’ Representative mutually agree in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital writing, then Buyer and Surplus, Seller and Buyer will promptly Sellers’ Representative shall jointly engage the Accounting Referral Firm to resolve only any remaining Disputed Items as soon as practicable thereafter (but in any event, within thirty (30) calendar days after engagement of the Referral Firm or such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements longer period as the Accounting Referral Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall reasonably require), which resolution must be limited to the resolution of disputed amounts in writing and set forth in Buyer’s calculation of reasonable detail the Final Closing Date Adjusted Statutory Capital basis therefor. All Disputed Items that are resolved between Buyer and Surplus that have been identified by Seller, which resolution shall be Sellers’ Representative in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination writing or are determined by the Accounting Referral Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed itemwill be final, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final conclusive and binding on the Parties, absent fraud or manifest error. If Upon the Accounting Firmagreement of Buyer and Sellers’ Representative with respect to all Disputed Items, the decision of the Referral Firm with respect to any unresolved Disputed Items or Sellers’ Representative’s designation of failure to deliver an Objection Notice to Buyer within the forty-five (45) calendar day period referred to above, the Closing Date Adjusted Statutory Capital Statement, as it may be adjusted (the “Final Closing Date Statement”), shall be final, conclusive and Surplus is equal to or greater than binding against the amount Parties. The statements of Cash, Working Capital, Assumed Indebtedness, Customer Advances and Unpaid Seller Transaction Expenses set forth in the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm Statement shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital “Final Cash,” “Final Working Capital,” “Final Assumed Indebtedness,” “Final Customer Advances” and Surplus is less than the amount of the “Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of BuyerUnpaid Seller Transaction Expenses,” respectively, the fees and expenses of the Accounting Firm shall be paid by Buyerfor all purposes hereunder. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.738336390

Purchase Price Adjustment. The Purchase Price shall be adjusted after the Closing as follows (the "PURCHASE PRICE ADJUSTMENT"): If at the effective date of the registration statement covering the MRV Common Stock (the "Effective Date"), the Fair Market Value per share of MRV Common Stock is less than sixty-three dollars ($63.00) per share (subject to adjustment for stock splits, stock dividends and recapitalizations) then an additional number of shares of MRV Common Stock will be issued to Sellers (the "Additional Shares"). The aggregate number of Additional Shares shall be equal to the quotient of sixty-three (63.00) divided by the Fair Market Value per share of MRV Common Stock as determined on the Effective Date, multiplied by the MRV Common Stock minus the MRV Common Stock. However, under no circumstances shall the number of Additional Shares exceed 30.15873% of the total aggregate consideration for the number of Shares purchased by the Buyer from hereby rounded to the next highest whole number; thus, if all outstanding shares of the common stock of the Company are purchased by Buyer, the maximum number of Additional Shares issuable pursuant to this Section 1.4 shall be 3,174,604. Each Seller shall be an amount issued that number of Additional Shares equal to the Adjusted Statutory Capital and Surplus quotient of the Company as number of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”), plus $4,750,000, but not shares of MRV Common Stock issued to exceed, in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned such Seller divided by the Company shown on Schedule D aggregate number of shares of MRV Common Stock issued to all Sellers multiplied by the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securitiesAdditional Shares, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable rounded to the Company under Requirements next highest whole number of Laws, and (c) consistent with shares. If for whatever reason the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (total number of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses Additional Shares issuable as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions prior sentence exceeds the maximum number of Additional Shares issuable pursuant to this Section 1.4, then the total number of Additional Shares issuable pursuant to the preceding sentence shall be proportionately reduced. For purposes of this Section 2.2Section, including without limitation, an estimate of the Fair Market Value per share of MRV Common Stock shall equal the average of the bonds, and statutory reserves and liabilities closing sales price of the Company's Common Stock as such statutory reserves and liabilities are shown quoted on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department Nasdaq National Market for the second quarter, 2008, with true and complete copies of all work papers related thereto ten (collectively, 10) trading days immediately preceding the “Estimated Closing Date Adjusted Capital and SurplusEffective Date.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.

Purchase Price Adjustment. The total aggregate consideration for parties hereto have contemplated that as of the Shares purchased by Buyer Measurement Date: (A) the Company’s Working Capital, on a consolidated basis, as of the Measurement Date (the “Measurement Date Working Capital”), as calculated in accordance with this Agreement will not deviate with more than 20% from Seller shall be an the amount of NOK 286,610,000 (the "Target Working Capital") which is the amount of the Company's working capital as of September 30, 2010 as specified in the form Working Capital statement, attached hereto as Schedule 1.5 Part A (the “Form Working Capital Statement”) and (B) the Company’s Net Debt, on a consolidated basis, as of the Measurement Date (the “Measurement Date Net Debt”), as calculated in accordance with this Agreement and in accordance with and as set forth on the form Net Debt statement, attached hereto as Schedule 1.5 Part B (the “Form Net Debt Statement”) will equal to zero (after having excluded: (i) the Adjusted Statutory Capital short term and Surplus long term interest bearing debt of the Company as of and its Subsidiaries to the Closing Date (“Closing Date Adjusted Statutory Capital Guarantor under line items NB745 and Surplus”), plus $4,750,000, but not to exceed, NB545 in the aggregate, a total purchase price of $8,000,000 (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, Form Net Debt Statement; and (cii) consistent with the methodologies used by the Company’s consulting actuary, any amounts received from Nera Telecommunications Limited under that certain Trade ▇▇▇▇ ▇▇▇Purchase Agreement executed or to be executed between it and the Company); and accordingly, the Purchase Price shall be adjusted, if at all, on a dollar-for-dollar basis, to the extent that the Measurement Date Working Capital deviates with more than 20% from the Target Working Capital and the Measurement Date Net Debt is not zero (after having excluded: (i) the short term and long term interest bearing debt of the Company and its Subsidiaries to the Guarantor under line items NB745 and NB545 in the Form Net Debt Statement; and (ii) any amounts received from Nera Telecommunications Limited under that certain Trade ▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.Purchase Agreement executed or to be executed between it and the Company), to such that the extent such methodologies are consistent with preceding subclauses (a) Purchase Price payable at the Closing shall be increased or decreased if the Measurement Date Net Debt is higher or lower than zero, and (b), in calculating statutory reserves and liabilities shall be decreased for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the exceeding amount, if any, that the Measurement Date Working Capital deviates with more than 20% from the Target Working Capital (i.e. if the Measurement Date Working Capital is below NOK 229,288,000 or above NOK 343,932,000), provided, however, that the calculation of the decrease of Measurement Date Net Debt shall assume, and be made on the net admitted deferred Tax asset below $53,555 as a result of a decrease basis, that the Company and its Subsidiaries shall not have repaid or otherwise decreased, during the period between December 31, 2010 and the Closing, its debts to the Seller Group, referred to in the amount of the net operating loss carryforward for Tax purposes. On the day section 1.4 (e) above, and immediately prior to the Closing Date, Seller will determine and will deliver (i.e. prior to Buyer a certificate the forgiveness of the chief financial officer of Seller and debt) - the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus debt of the Company as and its Subsidiaries to the Sellers Group shall not be less than the amount specified in the Form Net Debt Statement (NOK 217,344,000) ("No Reduction in Inter-Debt"); and in the event of any deviation from the aforesaid the calculation of the Closing DateMeasurement Date Net Debt shall be adjusted to reflect the aforesaid . The purpose of the purchase price adjustment, if any, as set forth in this Section 1.5 is to arrive at a correct calculation of the Purchase Price as agreed herein and shall not be used as basis by the Parties to renegotiate the Purchase Price. For the avoidance of doubt and as illustration with respect to the Working Capital: (1) if the Measurement Date Working Capital is NOK 225,288,000, the Purchase Price shall be reduced with NOK 4 million, (2) if the Measurement Date Working Capital is NOK 230,000,000 or NOK 340,000,000, there shall be no adjustment of the Purchase Price and (3) if the Measurement Date Working Capital is NOK 347,932,000, the Purchase Price shall be increased with NOK 4 million. (a) For purposes of this Agreement, the Measurement Date Working Capital shall be calculated in accordance with this Agreement to reflect any actual changes in the provisions Working Capital during the period between September 30, 2010 and the Measurement Date; such calculation to be made in accordance with IFRS using the same accounting principles, policies, practices, classifications, judgments and estimation methodologies used in the Financial Statements (all – assuming that are consistent with IFRS), as have been consistently applied by the Company and, for the avoidance of this Section 2.2doubt, including without limitation, an estimate of with no adjustments relating to any accounting effects resulting from the Fair Market Value of Transaction itself or the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on fact that the Quarterly SAP Statement Purchaser has at Closing become the owner of the Company and its Subsidiaries. (b) On the Closing Date the Company shall deliver to the Purchaser a certificate signed by the Chief Financial Officer of the Company that contains a good faith and best estimate (the "Estimated Closing Statement") of the Working Capital as filed with of December 31, 2010 and of the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto Measurement Date Net Debt (collectively, the “Estimated Closing Working Capital” and “Estimated Net Debt”, respectively) , accompanied by a certificate signed by the Chief Financial Officer of the Company certifying to the Purchaser that the condition of No Reduction in Inter-Debt set forth in Section 1.5 above has been fulfilled. (c) In case either the Purchaser or the Seller believes that the actual Measurement Date Adjusted Working Capital and Surplus.”) The Purchase Price at Closing will be based or the actual Measurement Date Net Debt are different than those on the amount of the Estimated Closing Date Adjusted Capital Statement, and Surplus therefore the Purchase Price needs to be further adjusted, that Party (with the Company’s cooperation and assistance) shall be entitled to prepare and deliver to the other (i.e. to the Seller or the Purchaser, as shown on the certificate of the chief financial officer of Seller and the Company applicable), within seventy-five (the “Closing Date Purchase Price”). Within 90 75) days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate calculation of the chief financial officer of Buyer setting forth Buyer’s determination Measurement Date Working Capital and of the Adjusted Statutory Capital and Surplus of Measurement Date Net Debt (the Company as of the “Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bondsStatement”), together with true such schedules and complete copies of all work papers related thereto data with respect to the determination thereof as may be appropriate to support such Closing Statement (collectively, the “Final Closing Date Adjusted Statutory Working Capital Calculation” and Surplus”the “Final Net Debt Calculation” respectively). If, within 15 Business Days after receipt with a special purpose audit by Seller of the certificate of the chief financial officer of Buyer of such determination of PwC Norway with respect to the Final Closing Date Adjusted Statutory Working Capital Calculation. The Final Working Capital Calculation and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination the Final Net Debt Calculation shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be determined in accordance with this Agreement, and no shall be in the same form as the Form Working Capital Statement and the Form Net Debt Statement and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other matter relating changes arising from or resulting as a consequence of the Transactions. Following delivery of the Closing Statement, the Purchaser shall immediately provide the Seller with reasonable access to the Final Closing Date Adjusted Statutory Capital employees, accountants, facilities and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution books and records of the disputed amounts. In resolving any disputed itemCompany and its Subsidiaries and to all working papers, schedules and calculations used in the Accounting Firm shall not assign a value to any item greater than preparation of the greatest value Closing Statement, solely for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that purpose of reviewing the adjustments contemplated by Closing Statement in accordance with this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done Agreement, all in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request not unreasonably disruptive to the business of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller Company and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentits Subsidiaries.

Purchase Price Adjustment. The total aggregate consideration for Promptly, and in any event no later than the Shares purchased by Buyer from Seller shall be an amount equal fifth Business Day, after determination of the Final Working Capital Statement pursuant to Section 2.6(d) or 2.6(e), (i) if the Working Capital reflected on the Final Working Capital Statement is less than the Working Capital reflected on the Estimated Working Capital Statement, the Stockholders will cause the Stockholders' Representative to pay to the Adjusted Statutory Capital and Surplus Company out of the Company as funds held by the Stockholders' Representative pursuant to Section 2.4(e) and Section 2.5(a)(vi) the amount of such shortfall by wire transfer in immediately available funds; provided, that in no event shall the sum of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”amount of the decrease in the Total Purchase Price pursuant to Section 2.6(b) plus the amount of the decrease in the Total Purchase Price pursuant to this Section 2.6(f)(i), plus $4,750,000, but not to exceed, exceed the Maximum Working Capital Amount in the aggregate or be less than the Minimum Working Capital Amount in the aggregate, a total purchase price of $8,000,000 (in each case as specified on Exhibit D hereto opposite the “Purchase Price”). “Adjusted Statutory Capital calendar week in which the Closing occurs; and Surplus” shall mean (1) the capital and surplus of the Companyprovided further, determined in accordance with SAP (except that the value of bonds owned by the Company shown on Schedule D of the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (b) in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and (c) consistent with the methodologies used by the Company’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.), to the extent such methodologies are consistent with preceding subclauses (a) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2) AVR and IMR; plus (3) Agents’ Debit Balances; plus (4) Prepaid Expenses as included on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amountexcess, if any, of the decrease funds held by the Stockholders' Representative pursuant to Section 2.4(e) and Section 2.5(a)(vi) over the amount of such shortfall may, after the payment of all amounts required to be paid pursuant to this Section 2.6(f)(i), be released by the Stockholders' Representative to the Stockholders in accordance with each such Stockholder's Pro Rata Percentage; and (ii) if the Working Capital reflected on the Final Working Capital Statement is greater than the Working Capital reflected on the Estimated Working Capital Statement, the Buyer will cause the Company to pay to each Stockholder its Pro Rata Percentage of the net admitted deferred Tax asset below $53,555 as a result amount of a decrease such excess by wire transfer in immediately available funds; provided, that in no event shall the amount of the net operating loss carryforward for Tax purposes. On decrease in the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Total Purchase Price at Closing will be based on pursuant to Section 2.6(b), net of the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on increase in the certificate of the chief financial officer of Seller and the Company (the “Closing Date Total Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver Price pursuant to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force 2.6(f)(ii), exceed the Maximum Working Capital Amount in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, aggregate or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that Minimum Working Capital Amount in the adjustments contemplated by this Section are intended to show aggregate, in each case as specified on Exhibit D hereto opposite the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done calendar week in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of which the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentoccurs.

Purchase Price Adjustment. The total aggregate consideration for (a) On the Shares purchased by Buyer from Final Settlement Date, (i) if the Purchaser Adjustment Amount is greater than zero, as an adjustment to the Initial Purchase Price, the Purchaser shall pay to the Seller the Purchaser Adjustment Amount, in the manner provided in clause (b) of this Section 3.01; and (ii) if the Seller Adjustment Amount is greater than zero, as an adjustment to the Initial Purchase Price, the Seller shall be an amount equal pay to the Adjusted Statutory Capital and Surplus Purchaser the Seller Adjustment Amount, in the manner provided in clause (c) of this Section 3.01. (b) (i) Payment of the Company as Purchaser Adjustment Amount, if any, shall be in cash or validly issued shares of the Closing Date Common Stock (“Closing Date Adjusted Statutory Capital and SurplusPayment Shares”), plus $4,750,000as the Purchaser shall elect, but which binding election shall be made at least five scheduled Trading Days prior to the anticipated Expiration Date (as notified by Seller to Purchaser) and communicated to the Seller in writing; provided that the Purchaser shall not have the right to exceed, elect payment in the aggregate, a total purchase price of $8,000,000 Payment Shares unless (the “Purchase Price”). “Adjusted Statutory Capital and Surplus” shall mean (1A) the capital representations and surplus of the Company, determined in accordance with SAP (except that the value of bonds owned warranties made by the Company shown on Schedule D of Purchaser to the Company’s SAP Statements shall be marked to Fair Market Value as of the Closing Date with the exception of any lottery securities, which will be reflected at amortized cost less $30,000) including statutory reserves and liabilities calculated Seller in Section 5.01 (a) in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable the representation and warranty in relation thereto, clause (b) thereof but excluding the representations made by the Purchaser in accordance with applicable SAP clauses (a), (g), (k) and actuarial principles (l) thereof) are true and practices applicable to correct as of the Company under Requirements of Lawsdate the Purchaser makes such election, as if made on such date, and (cB) consistent with the methodologies used Purchaser has not taken any action that would make unavailable either (x) the exemption set forth in Section 4(2) of the Securities Act, for the sale of any Payment Shares by the CompanyPurchaser to the Seller or (y) an exemption from the registration requirements of the Securities Act reasonably acceptable to the Seller for resales of Payment Shares by the Seller. If the Purchaser fails to make such election on or prior to such day, it shall be deemed to have elected settlement in cash. For the avoidance of doubt, upon the Purchaser’s consulting actuary, ▇▇▇▇ ▇▇▇▇▇▇▇ (of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.making an election to deliver Payment Shares pursuant to this Section 3.01(b), the Purchaser shall be deemed to make the extent such methodologies are consistent with preceding subclauses representations and warranties in Section 5.01 hereof (other than those in clauses (a), (g), (k) and (b), in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the Kansas Insurance Department, consistently applied with prior periods; plus (2l) AVR and IMR; plus (3thereof) Agents’ Debit Balances; plus (4) Prepaid Expenses as included if made on Line 23 as non-admitted assets on the asset page of the Company’s SAP Statements; less (5) 20% of the amount by which $930,000 exceeds the deferred tax asset associated with the sum of (a) net operating loss carryforward for Tax purposes, plus (b) capital loss carryforward for Tax purposes; plus (6) the amount, if any, of the decrease of the net admitted deferred Tax asset below $53,555 as a result of a decrease in the amount of the net operating loss carryforward for Tax purposes. On the day prior to the Closing Date, Seller will determine and will deliver to Buyer a certificate of the chief financial officer of Seller and the Company setting forth Seller’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2, including without limitation, an estimate of the Fair Market Value of the bonds, and statutory reserves and liabilities as such statutory reserves and liabilities are shown on the Quarterly SAP Statement of the Company as filed with the Kansas Insurance Department for the second quarter, 2008, with true and complete copies of all work papers related thereto (collectively, the “Estimated Closing Date Adjusted Capital and Surplus.”) The Purchase Price at Closing will be based on the amount of the Estimated Closing Date Adjusted Capital and Surplus as shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Date Purchase Price”). Within 90 days after the Closing Date, the chief financial officer of Buyer shall deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date and actual Fair Market Value of the bonds, together with true and complete copies of all work papers related thereto (collectively, the “Final Closing Date Adjusted Statutory Capital and Surplus”). If, within 15 Business Days after receipt by Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, or if Seller shall fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer will promptly engage the Accounting Firm to resolve any such disputed matters in accordance with the terms of this Agreement, and, in connection with such engagement, Buyer and Seller shall execute any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall be limited to the resolution of disputed amounts set forth in Buyer’s calculation of the Final Closing Date Adjusted Statutory Capital and Surplus that have been identified by Seller, which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if each calculation is done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any reasonable request of the Accounting Firm in an effort to resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in a written statement delivered to Seller and Buyer and shall be final and binding on the Parties, absent fraud or manifest error. If the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm shall be paid by Buyer. If the Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by either party to pay an amount due hereunder within such ten Business Day period shall result in the imposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of paymentPurchaser’s election.