PRODUCER AGREEMENT

This Agreement is between Transit Risk Associates Corp., a New York corporation, its subsidiaries and related entities (jointly and referred to here in as T.R.A.C.) and ___________________________________________
(Referred to herein as Producer)

Whereas, Producer desires to procure for Producers clients, from time to time, various overages through the facilities of TRAC, and where as TRAC desires to make its facilities available to producer upon terms which are mutually agreeable. Now therefore, in consideration of TRAC providing goods and services from time to time for Producer on the terms, and conditions set forth herein and in further consideration of the mutual promises and covenants set forth in this document it is agreed as follows: COMMISSIONS TRAC will allow Producer commissions at such rates as are agreed from time to time by the parties hereto. In the event of return premium becoming due for any reason whatsoever, Producer shall promptly pay to TRAC commissions previously paid or allowed on the return premium at the same rate at which commission was originally allowed to producer. It is agreed there will be no commissions allowed or paid on any fees paid to TRAC or taxes applicable to any policy(s) or premium(s), an in the event of cancellation, any fees paid to TRAC will be fully earned. PAYMENT OF PREMIUM TRAC will render Producer a statement of premiums due by the 5th day of each month, showing all transactions for the previous month, and Producer guarantees payment to TRAC no later than the 15th of the calendar month in which the statement is received for the balance shown thereon to be due. TRAC reserves the right to make specific exceptions to the above premium payment terms when, in the sole and exclusive judgment of TRAC, circumstances or conditions require earlier payment of a transaction. TRAC is not obligated to extend any credit. Producer specifically agrees that any extension of credit by Producer to Producers client or to any other party is solely at Producers own risk, an Producer shall pay to TRAC all sums due TRAC, when due, whether or not the Producer has collected such moneys form others who may owe it to the Producer. Producer recognizes that in agreeing to pay TRAC, Producer does so as an original undertaking on Producers own part and not as guarantor or surety of anothers obligation. Furthermore, Producers payment to TRAC is not

contingent upon issuance of any policy, binder, cover note, confirmation of insurance or certificate of insurance. If TRAC shall be required to retain the services of an attorney to enforce the provisions of this agreement, Producer agrees that, in addition to such damages, if any, for which the Producer may be found liable, the Producer shall be responsible for reimbursing TRAC for reasonable attorneys fees and costs incurred in enforcing this agreement. PREMIUM AUDITS/ADJUSTMENTS Producer shall aggressively exercise due diligence in seeking to collect additional premiums due as a result of audit/adjustment. If the insurance company permits, audit/adjustment billings may be returned as uncollectible provided that Producer has notified TRAC that such premium may be uncollectible. If the Producer does not collect or pay the audit/adjustment, then Producer shall not be entitled to any commission on any or all of the audit/adjustment premium thereafter collected through anothers efforts. CANCELLATIONS No policy, binder, cover note or confirmation of insurance will be cancelled flat. Cancellation, unless requested by TRAC will be computed in accordance with the cancellation provisions of the contract and/or rules of the insurer. Notwithstanding the return on the original policy or a proper Lost Policy Release for cancellation, cancellation will not be affected until sufficient time has elapsed for proper notice to mortgages, loss payees, certificate holders, public utility regulatory bodies, etc., in cases where such notice is required. OWNERSHIP OF RENEWALS Both parties to this agreement expressly recognize the independent ownership by the Producer of the insurance business covered by this agreement. In the event of termination of this Agreement, provided that Producer has promptly accounted for and paid all premiums, fees, taxes and unearned commissions for which it may be liable, The Producer records and use and control of expirations shall remain the property of the Producer and be left in its undisputed possession. Notwithstanding the foregoing, in the event it becomes necessary for IRRI to terminate this Agreement by reason of violation by the Producer of any of the provisions of this agreement, before or after termination, the ownership, use and control of expirations shall be vested to TRAC insofar as they may be necessary to satisfy the interest(s) of TRAC.

FINANCED PREMIUMS Producer agrees to make diligent effort to instruct all finance companies to pay TRAC directly for all premiums, which have been financed. Notwithstanding the prior statement, Producer agrees to provide TRAC with a copy of any premium finance agreement. Producer acknowledges that if Producer receives premium finance funds, any refund will be returned or credited directly to Producer, and Producer receives responsible for refund due to premium finance company. If premium finance company pays TRAC directly, TRAC will refund the return premium less Producers unearned commissions directly to the finance company. Arrangement of premium financing by Producer does not relieve Producer of liability for all earned premium, interest, fees or responsibility for refund of unearned commissions. PRODUCERS DUTIES, RESPONSIBILITIES ANS LIMITATIONS Producer has no authority to bind any risk on behalf of TRAC or any insurer(s) represented by TRAC. In addition, Producer has no authority to issue a binder, cover note, and confirmation of insurance or certificate of insurance, for or on behalf of TRAC or any insurer(s) represented by TRAC. However, on most Personal Line Products, if the risk is acceptable under current company underwriting guidelines, TRAC will honor the requested effective date provided TRAC received the post marked envelope no more that 24 hours after the requested effective date. Producer has no authority to investigate or settle claims, however, Producer agrees to report immediately TRAC, with full details, any fact, occurrence or incident that may result in a loss or claim under any policy of insurance issued hereunder or against Producer or TRAC on account of any act of omission with respect to any insurance policy issued hereunder or which allegedly should have been issued hereunder. Producer is not an employee, agent or authorized representative of TRAC or of any insurer(s) represented by TRAC. Producer is not and at all times shall remain an independent contractor. No act statement or agreement pr Producer shall in any way be binding on TRAC or any insurer(s) represented by TRAC unless Producer shall first have received written approval from TRAC to so state, act or agree in the particular instance involved. Producer has no authority to use TRAC Stationary or use TRACs name or any insurer(s) represented by TRAC(including, but not limited to any letter, circular, pamphlet, web site or other publication) without first obtaining written authorization from TRAC.

PRODUCERS WARRANTIES Producer warrants and represents that Producer is duly experienced, credentialed and properly licensed (in good standing) as a broker in accordance with the laws, rules and regulations of all appropriate jurisdictions for the classes of business to be conducted and shall remain so licensed while this agreement is in effect. Producer warrants and represents that Errors & Omissions insurance with a minimum policy limit of five hundred thousand ($500,000) per occurrence is in force while this Agreement is in force and will furnish proof of such coverage upon request by TRAC. INDEMNIFICATION Each party to this agreement hereby agrees to promptly defend, indemnify and hold harmless from and against and all claims, suits, actions, liabilities, losses, expenses or damages (including, without limitation, reasonable attorneys fees and costs of litigation) which either party may incur as a result of any violation or alleged violation by either party of any law governing the conduct of business which is the subject of this agreement or any loss or expense to either party caused by misrepresentation, negligent act or omission of either party, or any breach of any obligation under this Agreement. This mutual indemnification provision shall survive the termination of this agreement TERMINATION OF AGREEMENT This Agreement may be terminated by either part 10 days prior written notice to the other. If Producer license becomes suspended, revoked or expired, this Agreement shall automatically terminate immediately upon suspension, revocation, or expiration. Further, if the Producer declares bankruptcy, this Agreement shall automatically terminate upon filing date of such bankruptcy. Termination of this agreement shall not affect the rights, duties, obligations or responsibilities or the parties hereunder with respect to matters arising prior to and subsequent to such termination. With regard to insurance business placed by Producer through TRAC hereunder, in the vent that during or after the termination of this Agreement, Producer is served with process regarding or relating to any litigation whatsoever, or investigation, inquiry, request or otherwise by any governmental authority or agency, Producer shall promptly notify TRAC of same and shall promptly notify TRAC of same and shall promptly had deliver to TRAC or cause to be delivered by overnight or next day delivery to TRAC an original of any such process and or notification and all attachments thereto.

JURISDICTION This Agreement shall be construction in accordance with and governed by the laws of the State of New York without giving effect to its conflicts of law. ASSIGNMENT Producer shall not assign all or any part of this agreement without express written consent of TRAC. For the purpose of the foregoing, an assignment shall include any transfer of ownership of the Producer, which results in change in control of the management or majority ownership of the Producer. Upon the occurrence of such event, this Agreement shall immediately terminate without notice unless TRAC shall consent in writing to continuance hereof. EXECUTION Execution of this Agreement constitutes full agreement and understanding between the parties with each of the sections above. Proper execution requires that if the Producer is doing business as an individual he/she must personally sign the agreement in his/her own name and not his/her name as Producer. If the Producer is a co-partnership, their Agreement must be executed by the firm and by each member thereof in his/her individual capacity. If the Producer is a corporation, the Agreement must be executed by and authorized corporate Officer. SAVINGS CLAUSE The invalidity or Unenforceability of any provision of the Agreement shall not affect the other provisions hereof, and Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. PERSONAL GUARANTEE In the event the Producer under this Agreement is a corporation, it is further understood, agreed and guaranteed by the undersigned individual(s) that all conditions of this Agreement shall be binding upon them severally and jointly in the same manner as upon the corporation named as producer. This Agreement shall not become effective until is accepted and signed by an executive officer of TRAC. This Agreement supercedes any previous Producer Agreement with TRAC.

PRODUCER

ACCEPTED BY: TRANSIT RESOURCE ASSOCIATES CORP.

Agency Name____________________________ By___________________________ By_____________________________________ Title_________________________

(Must be signed by owner or officer)

Title___________________________________ Witness_______________________ Witness________________________________ Date___________________________________ Producer SS# or FEIN_____________________