Investors Insurance Group Inc Watch

from 10QSB 1 page <page> 1 Addendum No. 12 to Reinsurance Agreement Inve0001 Between Investors Insurance Corporation of Delaware With Administrative Offices in Jacksonville, Florida and Republic-Vanguard Life Insurance Company of Dallas, Texas Effective August 1, 1997, Schedule II of the Agreement Shall Be Replaced by the Attached Schedule II, Which Is Amended to Cover the Reinsurance of the Net Retained Arizona Business and the Change of Republic-Vanguard Life's Coinsurance Quota Share for New Business Issued in Arizona. in Witness Whereof, the Parties Have Executed This Addendum in Duplicate on the Dates and Places Set Forth Below: Investors Insurance Corporation Republic-Vanguard Life Insurance August 1, 1997 August 1, 1997 Date Date Susan F. Powell John Brill by by Evp Svp Title Title Debra Sanders Gorden Jardin Witness Witness <page> 2 Schedule II A. Coinsurance Percentages Quota Share Calendar Period of Issue Jurisdiction Reinsured - January 1, 1991- September 30, 1994 Missouri 80% October 1, 1991- September 30, 1994 All Licensed States 80% October 1, 1994- April 30, 1995 All Licensed States 90% May 1, 1995- December 31, 1996 All Licensed States 100% January 1, 1997- July 31, 1997 All Licensed States, Except California 60% August 1, 1997 and Later All Licensed States, Except California, 60% Arizona 100%, Plus 100% of Investor's Net Retained Business Issued October 1, 1991-July 31, 1997 B. Assumption of Direct Policies - Effective March 27, 1995 Assumption by Calendar Period of Issue Jurisdiction Republic-Vanguard Life - 1990 - 1994: 13 Policies Kansas 100% <page>

from 10QSB 1 page Material contract

from 10QSB 1 page <page> 1 Addendum for the Duration of This Agreement and for Five (5) Years After the Termination of This Agreement, Img Shall Maintain at Its Principal Administrative Office Books and Records of All Transactions Between Img and Rvl. in Witness Whereof, the Parties Have Had Their Respective Officers Execute This Addendum in Duplicate Below. Investors Marketing Group, Inc. Jacksonville, Florida 3/1/97 /S/ Susan F. Powell Executive Vice President Karen O. Smith, Witness Republic-Vanguard Life Insurance Company Dallas, Texas 3-17-97 /S/ John Brill Senior Vice President Rosetta Kroul, Witness

from 10QSB 1 page <page> 1 Addendum No. 11 to Reinsurance Agreement Inve0001 Between Investors Insurance Corporation of Delaware With Administrative Offices in Jacksonville, Florida and Republic-Vanguard Life Insurance Company of Dallas, Texas Effective January 1, 1997, Schedule II of the Agreement Shall Be Replaced by the Attached Schedule II, Which Is Amended to Change Republic-Vanguard Life Insurance Company's Coinsurance Quota Share. in Witness Whereof, the Parties Have Executed This Is Addendum in Duplicate on the Dates and Places Set Forth Below: Investors Insurance Corporation Jacksonville, Florida 1/23/97 /S/ Susan F. Powell Executive Vice President Rae Walker, Witness Republic-Vanguard Life Insurance Company Dallas Texas 2/20/97 /S/ John Brill Senior Vice President Rosetta Kroul, Witness <page> 2 Schedule II A. Coinsurance Percentages Calendar Period of Issue Jurisdiction Quota Share Reinsured - January 1, 1991 - September 30, 1994 Missouri 80% October 1, 1991 - September 30, 1994 Other, 80% Except Kansas October 1, 1994 -April 30, 1995 All States, 90% Except Kansas May 1, 1995 -December 31, 1996 All States, 100% Except Kansas January 1, 1997 and Later All States, Except 60% California and Kansas B. Assumption of Direct Policies Assumption by Calendar Period of Issue Jurisdiction Republic-Vanguard Life - 1990 - 1994; 13 Policies Kansas 100% Effective March 27, 1995

from 10-K ~5 pages 10.33 Img Indemnity-Powell

from 10-K ~5 pages 10.32 Img Indemnity-Parker

from 10-K 1 page <page> 10.31.001 March 13, 1995 Mr. Melvin C. Parker President and Chief Executive Officer Investors Insurance Group, Inc. 7200 West Camino Real, Suite 203 Boca Raton, Florida 33433 Dear Mel: Please Accept This Letter as Notice of My Resignation as Vice President, Secretary and Treasurer of Investors Insurance Group, Inc. and as Senior Vice President and Treasurer of Iic, Inc. and Investors Insurance Corporation. the Effective Date of My Resignations Will Be March 31, 1995. I Would Like to Take This Opportunity to Thank You and the Board of Directors for the Opportunity to Serve the Investors Insurance Operation for the Past Three Plus Years. However, I Believe It Is Time to Broaden My Expertise Outside the Annuity Area to Enhance My Future Career Potential. I Would Like to Wish You and the Company the Best of Luck in the Current Endeavor to Obtain Some Much Needed Capital. I Am Sure Everything Will Come Together and That Under Your Guidance, Investors Insurance Will Continue to Flourish in the Expanding Annuity Marketplace. Sincerely, /S/ Richard T. Magsam - Richard T. Magsam, Cpa

from 10-K ~5 pages 10.30 Employment Agreement-Magsam

from 10-K ~5 pages 10.29 Employment Agreement-Powell

from 10-K 1 page <page> 10.28.001 April 19, 1996 Mr. Melvin C. Parker Investors Insurance Group, Inc. 7200 West Camino Real Boca Raton, Fl 33433 Dear Mr. Parker: The Purpose of This Letter Is to Inform You That the Board of Directors of Investors Insurance Group, Inc. (The "Company"), Have Resolved to Grant You Monthly Compensation in the Amount of Two Thousand Five Hundred ($2,500.00) Dollars for Serving in the Position of Chairman of the Board of the Company. This Commitment on the Part of the Company Shall Be Effective as of March 15, 1996 and Shall Continue in Effect Until the Next Annual Meeting of the Board of Directors or Until Your Earlier Resignation or Removal as Acting Chairman of the Board. Monthly Payments in the Gross Amount of $2,500 Shall Be Made Payable to You Commencing Retroactively as of March 1, 1996. if This Commitment Is Acceptable to You, Please Not Your Acceptance by Signing Below and Returning Your Executed Acceptance to the Company. Attest: Investors Insurance Group, Inc. /S/ Susan F. Powell By: /S/ Donald F. U. Goebert, - Susan F. Powell Donald F. U. Goebert, Vice President Agreed and Accepted This 19 Day of April, 1996. /S/ Melvin C. Parker - Melvin C. Parker

from 10-K ~10 pages 10.27 Deferred Compensation-Parker

from 10-K ~5 pages 10.26 Employment Agreement-Parker

from 10-K 1 page <page> 10.25.001 Termination of Employment Agreement This Termination Agreement Made Effective the 15th Day of March, 1996 by and Between Investors Insurance Group, Inc., a Corporation Organized and Existing Under the Laws of the State of Florida With Its Executive Office in Boca Raton, Florida (Hereinafter Referred to as "Corporation") and Ronald W. Hayes (Hereinafter Referred to as "Appointee"). Whereas, the Corporation and Appointee Entered Into an Employment Agreement Dated July 1, 1994 (The "Agreement") Whereby Appointee Was Employed as Chairman of the Board of Directors of the Corporation; Whereas, the Agreement Permits Either Party to Terminate the Agreement With Thirty (30) Days Written Notice, and Which Notice Has Been Waived by Both Parties; Whereas, the Corporation No Longer Desires to Employ the Appointee as Chairman of the Board; and Whereas, the Appointee No Longer Desires to Serve as Chairman of the Board. Now, Therefore, in Consideration of the Promises and Covenants Herein Set Forth, the Parties Hereto, Intending to Be Legally Bound Hereby, Agree as Follows: 1. Termination of Agreement. the Employment Agreement, Dated July 1, 1994 Shall Be Terminated Effective at 12:00 Midnight on March 15, 1996. 2. Resignation. Appointee Shall Tender His Resignation as Chairman of the Board of Directors of Corporation. in Witness Whereof, the Parties Hereto Have Executed This Agreement on the Day and Year First Above Written. Attest: Investors Insurance Group, Inc. /S/ Susan F. Powell /S/ Melvin C. Parker - Susan F. Powell, Secretary Melvin C. Parker, President /S/ /S/ Ronald W. Hayes - Witness Ronald W. Hayes, Appointee

from 10-K ~1 page 10.24 Employment Agreement-Hayes

from 10-K 1 page <page> 10.23.001 Termination of Employment Contract This Termination Agreement Made Effective the 1st Day of July, 1994 by and Between Investors Insurance Corporation a Corporation Organized and Existing Under the Laws of the State of Delaware With Its Executive Office in Jacksonville, Florida (Hereinafter Referred to as "Corporation") and Ronald W. Hayes (Hereinafter Referred to as "Employee"). Whereas, the Corporation and Employee Entered Into an Employment Contract Dated December 30, 1991, Which Permits Either Party to Terminate the Agreement With Ninety (90) Days Written Notice; and Whereas, the Corporation No Longer Desires to Employ the Employee; and Whereas, the Employee No Longer Desires to Render Services to the Corporation. Now, Therefore, in Consideration of the Promises and Covenants Herein Set Forth, the Parties Hereto, Intending to Be Legally Bound Hereby, Agree as Follows; the Employment Agreement, Dated December 30, 1991, Shall Be Terminated Effective at 12:00 Midnight on June 30, 1994. in Witness Whereof, the Parties Hereto Have Executed This Agreement on the Day and Year First Above Written. Attest: Investors Insurance Corporation By: Susan F. Powell, Secretary Melvin C. Parker, President Witness Ronald W. Hayes, Employee E-1

from 10-K 1 page 10.22 Employment Agreement-Hayes

from 10-K 1 page <page> 10.21.001 Termination of Independent Contractor Agreement This Termination Agreement Made Effective the 31st Day of March, 1996 by and Between Investors Insurance Group, Inc., a Corporation Organized and Existing Under the Laws of the State of Florida With Its Executive Office in Boca Raton, Florida (Hereinafter Referred to as "Corporation") and Donald F.U. Goebert (Hereinafter Referred to as "Contractor"). Whereas, the Corporation and Contractor Entered Into an Independent Contractor Agreement Dated July 1, 1994 (The "Agreement") Which Permits Either Party to Terminate the Agreement With Ninety (90) Days Written Notice, and Which Notice Has Been Waived by Both Parties; Whereas, the Corporation No Longer Desires to Engage the Services of Contractor; and Whereas, the Contractor No Longer Desires to Render Consulting Services to the Corporation. Now, Therefore, in Consideration of the Promises and Covenants Herein Set Forth, the Parties Hereto, Intending to Be Legally Bound Hereby, Agree as Follows: Termination of Agreement. the Independent Contractor Agreement, Dated July 1, 1994 Shall Be Terminated Effective at 12:00 Midnight on March 31, 1996. in Witness Whereof, the Parties Hereto Have Executed This Agreement on the Day and Year First Above Written. Attest: Investors Insurance Group, Inc. /S/ Susan F. Powell By: /S/ Melvin C. Parker - Susan F. Powell, Secretary Melvin C. Parker, President /S/ Donald F. U. Goebert - Witness Donald F.U. Goebert, Contractor

from 10-K ~5 pages 10.20 Independent Contractor Agreement

from 10-K 1 page <page> 10.19.001 Termination of Independent Contractor Agreement This Termination Agreement Made Effective the 1st Day July, 1994 by and Between Investors Insurance Corporation, a Corporation Organized and Existing Under the Laws of the State of Delaware, With Its Executive Office in Jacksonville, Florida (Hereinafter Referred to as "Corporation") and Donald F. U. Goebert (Hereinafter Referred to as "Contractor"). Whereas, the Corporation and the Contractor Entered Into an Independent Contractor Agreement Dated December 31, 1991 Which Permits Either Party to Terminate the Agreement With Ninety (90) Day Written Notice; and Whereas, the Corporation No Longer Desires to Engage the Services of Contractor; and Whereas, the Contractor No Longer Desires to Render Consulting and Management Services to the Corporation. Now Therefore, in Consideration of the Promises and Covenants Hereinafter Set Forth, the Parties Hereto Intending to Be Legally Bound Hereby Agree as Follows: The Independent Contractor Agreement, Dated December 31, 1991, Shall Be Terminated Effective at 12:00 Midnight on June 30, 1994. in Witness Whereof, the Parties Hereto Have Executed This Agreement on the Day and Year First Above Written. Attest: Investors Insurance Corporation Susan F. Powell, Secretary Melvin C. Parker, President Witness Donald F.U. Goebert, Contractor E-33

from 10-K 1 page 10.18 Independent Contractor Agreement-Goebert