James J. and Sandra A. Gales - Page 6


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               1)   You shall devote your full time and be exclusively                 
                    contracted with IMA, and you are to be appointed only              
                    with the CO represented by IMA.                                    
               2)   The amount of the advance will be determined                       
                    by IMA and may be modified, at the option of                       
                    IMA, at any time.                                                  
               3)   You understand that IMA/CO shall have the                          
                    right to reject applications for insurance                         
                    without specifying cause.  IMA has the right                       
                    to determine the applications on which an                          
                    advance commission will be paid.                                   
                         *    *  *  *  *  *    *                                       
               INDEBTEDNESS                                                            
               1)   Any and all cash advanced to you by IMA                            
                    shall, in the absence of any agreement in                          
                    writing to the contrary, be loans payable                          
                    upon demand.  As security for any such loans,                      
                    IMA shall have a first lien upon any                               
                    compensation payable to you under this or any                      
                    other contract between you and IMA, and IMA                        
                    may, at any time, deduct from any commissions                      
                    or other amounts payable to you any debt or                        
                    debts owed by you to IMA or its affiliates.                        
                    You will also be held responsible for                              
                    indebtedness incurred by anyone on whom you                        
                    receive override commissions.                                      
               2)   After termination of this contract, you agree                      
                    to grant IMA a first lien security interest                        
                    in and on all amounts payable to you by any                        
                    other company or organization to secure                            
                    payment of any indebtedness you have                               
                    outstanding to IMA at the time of your                             
                    termination.  You agree that such security                         
                    interest shall attach upon IMA giving the                          
                    company or organization written notice of the                      
                    lien and the amount of the lien.                                   
                         *    *    *    *     *    *    *                              
               LIMITATIONS AND RESTRICTIONS                                            
                         *    *  *  *  *  *             *                              
               8)   If the CO ceases to pay, or does not provide,                      
                    funds for any reason to IMA or the affiliates, for                 
                    the commissions or advances due IMA or affiliates                  
                    from premiums of insurance written by you or from                  


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Last modified: May 25, 2011