Exhibit 1.1 PREFERRED EMPLOYERS HOLDINGS, INC. ______ Shares of Common Stock UNDERWRITING AGREEMENTPreferred Employers Holdings Inc • January 3rd, 1997 • Insurance agents, brokers & service • New York
Address:______________________ PREFERRED EMPLOYERS HOLDINGS, INC. FORM OF STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT, dated as of ___________, 19__ (the "Agreement"), by and among PREFERRED EMPLOYERS HOLDINGS, INC., a Delaware corporation (the...Stock Option Agreement • January 3rd, 1997 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • Delaware
LOAN AGREEMENTLoan Agreement • June 2nd, 1998 • Preferred Employers Holdings Inc • Insurance agents, brokers & service
W I T N E S S E T H:Registration Rights Agreement • August 20th, 1998 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • Delaware
SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT dated as of _____________, 1997 among Preferred Employers Holdings, Inc., a Delaware corporation (the "Company"), and each of the stockholders of Preferred Employers Group, Inc., a Florida...Share Exchange Agreement • January 3rd, 1997 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • New York
GENERAL GA\ ACCIDENT INSURANCE Agency Agreement General Accident Insurance Company of America The Camden Fire Insurance Association Potomac Insurance Company of Illinois Pennsylvania General Insurance Company PG Insurance Company of New York GA...Preferred Employers Holdings Inc • February 3rd, 1997 • Insurance agents, brokers & service • Pennsylvania
WITNESSETH:Loan and Security Agreement • December 27th, 1999 • Preferred Employers Holdings Inc • Insurance agents, brokers & service
REINSURANCE AGREEMENT (herinafter "this Agreement") between NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA, THE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA, AIU INSURANCE COMPANY (a New York corporation), and NEW HAMPSHIRE INSURANCE...Reinsurance Agreement • February 3rd, 1997 • Preferred Employers Holdings Inc • Insurance agents, brokers & service
EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 1998 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • Florida
Dated as of January 1, 1999 Mr. William R. Dresback 4944 Chardonnay Drive Coral Springs, Florida 33143 Dear Bill: This letter sets forth the terms of our agreement (the "AGREEMENT") with respect to your employment with Preferred Employers Holdings,...Preferred Employers Holdings Inc • March 31st, 1999 • Insurance agents, brokers & service • Florida
W I T N E S S E T HStock Repurchase Agreement • October 15th, 1996 • Preferred Employers Holdings Inc • Florida
January 22,1999Preferred Employers Holdings Inc • March 31st, 1999 • Insurance agents, brokers & service • Florida
Exhibit 10.4 PREFERRED EMPLOYERS HOLDINGS, INC. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "AGREEMENT"), dated as of August 10, 1998, between PREFERRED EMPLOYERS HOLDINGS, INC., a Delaware corporation (the "COMPANY"), having an address at...Stock Option Agreement • August 20th, 1998 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • Delaware
FORM OF EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of ____________, 1997 by and among PREFERRED EMPLOYERS HOLDINGS, INC. (the "Company"), having an address at 10800 Biscayne Boulevard, 10th Floor, Miami, Florida 33161...Form of Employment Agreement • January 31st, 1997 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • Florida
by and betweenGeneral Agency Agreement • February 3rd, 1997 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • New York
Exhibit 10.1 STOCK PURCHASE AGREEMENT BY AND AMONG PREFERRED HEALTHCARE STAFFING, INC. ("BUYER") AND DEBBIE BENDER-BALAZICH, STEVEN BARTH, STEVEN JONES AND STEPHEN M. MCLAUGHLIN (COLLECTIVELY "SELLERS") DATED AS OF JULY 10, 1998 TABLE OF CONTENTSStock Purchase Agreement • July 28th, 1998 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • Delaware
W I T N E S S E T H: --------------------Cost Sharing Agreement • January 31st, 1997 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • Florida
Exhibit 10.11 AMENDED AND RESTATED SHAREHOLDERS AGREEMENT This amended and restated shareholders agreement (this "Agreement") is made as of May 15, 1995 by and among PREFERRED EMPLOYERS GROUP, INC., having an address at 10800 Biscayne Boulevard, 10th...Shareholders Agreement • October 15th, 1996 • Preferred Employers Holdings Inc • Florida
COMMONWEALTH ASSOCIATES 733 Third Avenue New York, New York 10017 (212) 297-5600Preferred Employers Holdings Inc • January 3rd, 1997 • Insurance agents, brokers & service • New York
EMPLOYMENT AGREEMENT This employment agreement (this "Agreement") is made as of May 15, 1995 by and among PREFERRED EMPLOYERS GROUP, INC., having an address at 10800 Biscayne Boulevard, 10th Floor, Miami, Florida 33161 (the "Company") and HOWARD...Employment Agreement • October 15th, 1996 • Preferred Employers Holdings Inc • Florida
PROMISSORY NOTE & SECURITY AGREEMENT REVOLVING LINE OF CREDIT Date April 27, 1998 --------------- Effective FOR VALUE RECEIVED, the undersigned (jointly and severally, if more than one) ("Maker") promises to pay to the order of CITY NATIONAL BANK OF...Preferred Employers Holdings Inc • June 2nd, 1998 • Insurance agents, brokers & service • Florida
Dated as of January 1, 1999Preferred Employers Holdings Inc • March 31st, 1999 • Insurance agents, brokers & service • Florida
Between K/B Opportunity Fund I, L.P., a Delaware Limited Partnership as Landlord, and PREFERRED EMPLOYERS GROUP, INC. as Tenant, DatedOffice Space Lease Agreement • January 3rd, 1997 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • Florida
1 SHARE ESCROW AGREEMENT This SHARE ESCROW AGREEMENT, dated as of February 5, 1997 (the "Agreement"), is entered into by and among PREFERRED EMPLOYERS HOLDINGS, INC., a Delaware corporation (the "Company"), HOWARD ODZER ("Odzer") and Baer Marks &...Share Escrow Agreement • September 20th, 1999 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • New York
STOCK PURCHASE AGREEMENT BY AND AMONG PREFERRED HEALTHCARE STAFFING, INC. ("BUYER") AND DEBBIE BENDER-BALAZICH, STEVEN BARTH, STEVEN JONES AND STEPHEN M. MCLAUGHLIN (COLLECTIVELY "SELLERS")Stock Purchase Agreement • August 20th, 1998 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • Delaware
EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 16th, 1998 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • Florida
GENERAL GA\ ACCIDENT INSURANCE Agency Agreement General Accident Insurance Company of America The Camden Fire Insurance Association Potomac Insurance Company of Illinois Pennsylvania General Insurance Company PG Insurance Company of New York GA...Preferred Employers Holdings Inc • January 31st, 1997 • Insurance agents, brokers & service • Pennsylvania
September 10, 1999 Mr. Mel Harris, Chairman and CEO Preferred Employers Holdings, Inc. 10800 Biscayne Boulevard, 10th floor North Miami, Florida 33161 Re: $7,500,000.00 Revolving Line of Credit Dear Mr. Harris: This letter shall serve as City National...Preferred Employers Holdings Inc • September 20th, 1999 • Insurance agents, brokers & service
Dated as of January 1, 1999Preferred Employers Holdings Inc • March 31st, 1999 • Insurance agents, brokers & service • Florida
CITY NATIONAL BANK OF FLORIDA CONTINUOUS GUARANTY TO: CITY NATIONAL BANK OF FLORIDA May 4, 1998 MIAMI, FLORIDA For value received and to enable PREFERRED HEALTHCARE STAFFING, INC., a Delaware corporation authorized to transact business in the State of...Preferred Employers Holdings Inc • June 2nd, 1998 • Insurance agents, brokers & service • Florida
EXHIBIT 10.18 SHAREHOLDERS AGREEMENT This shareholders agreement (this "Agreement") is made as of February 11, 1997 by and among PREFERRED EMPLOYERS HOLDINGS, INC., having an address at 10800 Biscayne Boulevard, 10th Floor, Miami, Florida 33161...18 Shareholders Agreement • June 2nd, 1998 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • Florida
shall have the irrevocable and exclusive second option, but not the obligation, to purchase all, but not part, of the Offered Shares, at the price and upon such terms and conditions as those offered by the prospective purchaser. If the Non-Offering Shareholder elects to purchase the Offered Shares he shall give notice of such election to the Offering Shareholder within 10 days after the receipt of the Second Notice by the Non-Offering Shareholder and the purchase thereof shall be closed within 40 days after receipt of the Second Notice. (c) If an Offering Shareholder gives the required Notice, and the Second Notice, and the Company and the Non-Offering Shareholder do not elect, pursuant to Sections 3(a) and 3(b) , to purchase the Offered Shares, the Offering Shareholder may dispose of the Offered Shares to the person or persons, at the price, and on the terms and conditions specified in the Notice, provided that each such person acquiring the Offered Shares becomes a party to this Agre
PREFERRED EMPLOYERS HOLDINGS, INC. FORM OF STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement"), dated as of January ___, 1997, between PREFERRED EMPLOYERS HOLDINGS, INC., a Delaware corporation (the "Company"), having an address at 10800...Form of Stock Option Agreement • January 3rd, 1997 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • Delaware
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of July 7, 1997 by and among PREFERRED EMPLOYERS HOLDINGS, INC. (the "Company"), having an address at 10800 Biscayne Boulevard, 10th Floor, Miami, Florida 33161...Employment Agreement • July 9th, 1997 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • Florida
FORM OF SHARE ESCROW AGREEMENT This SHARE ESCROW AGREEMENT, dated as of _______________________, 1997 (the "Agreement"), is entered into by and among PREFERRED EMPLOYERS HOLDINGS, INC., a Delaware corporation (the "Company"), HOWARD ODZER ("Odzer")...Letter Agreement of Additional Terms Regarding Escrow Agreement • January 31st, 1997 • Preferred Employers Holdings Inc • Insurance agents, brokers & service • New York
