James J. and Sandra A. Gales - Page 4


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                    insurance companies] and only upon payment to                      
                    IMA in cash by the CO.                                             
                         *    *  *  *  *  *    *                                       
               3)   You understand and agree that advances are                         
                    considered loans and are advanced against                          
                    commissions to be earned.  As the commissions                      
                    are actually earned on a month-to-month                            
                    basis, they will be applied to offset the                          
                    advance or loan.  At the end of each month,                        
                    as provided in this contract, interest will                        
                    be applied to the ending or debit balance.                         
                    You agree that if the actual earned                                
                    commissions that you are entitled to are not                       
                    sufficient to retire the debit balance, you                        
                    will pay the debit balance upon demand.  If                        
                    the debit balance is not retired by earned                         
                    commissions, or directly by you upon demand,                       
                    you understand that IMA may take whatever                          
                    legal action is necessary to collect the                           
                    debit balance.                                                     
               4)   It is understood that any earned commission                        
                    will be paid to you only after all debts due                       
                    IMA or its affiliates are paid in full.  Such                      
                    debts include the following:                                       
                    a)   All advance commission;                                       
                    b)   Any other amounts due IMA or its affiliates;                  
                    c)   Any amount due IMA or its                                     
                         affiliates from any person from                               
                         which you received override                                   
                         commission;                                                   
                    d)   Interest on advance commission                                
                         debit balance, or any other charges                           
                         which result in a debit balance,                              
                         will be calculated at 2.0% above                              
                         the current prime rate, as                                    
                         determined by Citibank NY,                                    
                         calculated at the end of each                                 
                         month.  In no event will the                                  
                         interest exceed the maximum amount                            
                         permissible under applicable law.                             
                         *    *  *  *  *  *    *                                       
               VESTING OF YOUR COMMISSIONS AFTER TERMINATION                           
               1)   Qualifying for vesting under this contract will                    
                    begin after one (1) year of continuous and active                  
                    service under this contract.  * * *                                

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Last modified: May 25, 2011