0000950152-05-007500 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • September 7th, 2005 • Insurance Partners Lp • Life insurance

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.

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Contract
Stock Purchase Agreement • September 7th, 2005 • Insurance Partners Lp • Life insurance • Ohio

STOCK PURCHASE AGREEMENT, dated as of September 1, 2005 (this “Agreement”), between Ceres Group, Inc., a Delaware corporation (“Ceres”), and International Managed Care, LLC, a Delaware limited liability company (“IMC”) and International Managed Care (Bermuda), L.P., a Bermuda limited partnership (“IMC Bermuda”) (each a “Seller” and together “Sellers”).

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