ABOUT US | REGULATIONS AND COMPLIANCE | SUB-BROKERS
TERMS OF BUSINESS AGREEMENT


This Terms of Business Agreement is made is made on ………………….
(“Commencement Date”) Between James Hallam Limited of 5 Lloyd's Avenue London EC3N 3AE of the one part (hereinafter referred
to as “JHL”) And ……………………………………. (hereinafter referred to as
the “Broker”) Of………………………………………………………………………………….

This Terms of Business Agreement replaces any other terms of
business with JHL with effect from the commencement date. This
Agreement reflects the terms of business under which all general
insurance business is transacted between JHL and the Broker from
the Commencement Date.

_______________________________________________________

GENERAL TERMS

1.1 The Broker warrants that it is authorised to conduct the
regulated activities required by this Agreement in accordance with
the Financial Services and Markets Act 2000 (“FSMA”) and
undertakes to comply at all times with the regulatory requirements
applicable to it or which become applicable to it under FSMA, including
without limitation all rules and requirements of the Financial Services
Authority (“FSA”). In the event of any of the Broker’s permissions
being varied or terminated the Broker must notify JHL immediately
in writing.

1.2 For the purposes of the Agreement the Broker is, at all times,
acting as the agent of its clients and not JHL. The Broker has no
authority to act on behalf of JHL, unless otherwise expressly stated.
For the avoidance of doubt the Broker is solely responsible for the
advice which it gives to its clients. The Broker shall be acting as the
agent of its clients, not JHL in relation to the preparation of all
proposal forms, statements of fact, cover notes and other
documentation relating to any insurance underwritten or placed by
JHL.

1.3 The parties acknowledge that the clients whose business is
referred to JHL by the Broker are the clients of the Broker.
Accordingly, JHL undertakes not directly or knowingly to solicit the
clients of the Broker away from the Broker during the currency of
this Agreement subject to clause 8.3 and 8.5 of this Agreement.

1.4 The Broker shall not appoint any sub-agent to deal with the
insurance business of JHL, unless expressly agreed in writing and
strictly subject to any terms imposed by JHL.

1.5 The Broker and JHL may, by mutual written consent, agree to
vary the terms and conditions of this Agreement at any time.

1.6 The Broker shall immediately advise JHL in writing of any
changes in the regulatory status, structure, location or domicile of
the Broker and/or if a company its directors or if a partnership,
any of its partners as applicable.

1.7 The Broker shall at all times maintain professional indemnity
insurance in accordance with applicable regulatory requirements.
The Broker will fully and effectively indemnify JHL against any
costs, loss, liability or any expense whatsoever which may be
suffered by JHL directly or indirectly as a result of any service
performed or action taken or omitted to be taken by the Broker,
save to the extent that the same is due to JHL’s negligence, wilful
default or fraud.

1.8 The Broker expressly agrees that nothing in this Agreement
obligates JHL to accept any proposal for insurance or renewal of
any existing policy or to maintain cover of any existing policy.

1.9 Nothing in this Agreement shall grant the Broker authority to
accept, amend or vary Insurance Business, settle, negotiate or
compromise claims, alter any document or policy, make any
non-exempt financial promotion on JHL’s behalf, and / or commit
JHL in any way.

1.10 The Broker may not advertise on behalf of JHL in any manner
whatsoever without having first obtained JHL’s Hallam’s written
authorisation.

DOCUMENTATION, PROPOSALS AND RENEWALS

2.1 The Broker must ensure that all proposal forms and statement
of facts are properly and accurately prepared and must dispatch
such documentation promptly to the client and/or JHL as appropriate.
JHL reserves the right to refuse any business introduced, including
business offered through any electronic process for any failure to
comply with the obligations of this clause.

2.2 The Broker must provide promptly to JHL any material
information provided by the client in respect of any insurance
underwritten or proposed to be underwritten by JHL on behalf of
insurers. In the event of the Broker being aware of non-disclosure
of material information by the client, the Broker must either inform
JHL of such non-disclosure or decline to act on behalf of that client
in undertaking any general insurance business with JHL.

2.3 Unless otherwise agreed, JHL shall issue renewal documentation
to the Broker for those insurance policies for which JHL is prepared
to offer renewal. The Broker shall send the appropriate renewal
documentation to the client concerned promptly and advise the
client of any changes to the terms applicable to that client. If the
client does not renew the relevant insurance policy the Broker must
inform JHL in writing within 15 days of the due date for renewal and
destroy all renewal documentation issued by JHL held by the Broker.
Where under regulation a mandatory timetable exists for the issue
of renewal documentation by either JHL or the Broker that timetable
must be adhered to. If JHL is not prepared to offer renewal for a
policy the Broker will be notified accordingly.

2.4 The Broker must give to its client promptly and in accordance
with the applicable legislation all certificates and other documents
which those clients are required to obtain under the terms of the
legislation in relation to general insurance business placed by JHL
on behalf of insurers. The Broker must read and check the
documents carefully and ensure they are suitable for there client’s
needs.

2.5 Where a client terminates an insurance policy prior to normal
expiry, the Broker shall use reasonable endeavours to return to JHL
all relevant documentation no later than 7 days after notice of
termination has been given. In the case of motor insurance, the policy
can only be terminated when the client has surrendered the current
Certificate of Motor Insurance. The Certificate of Motor Insurance
must be returned to JHL immediately. Refunds will depend upon the
specific terms of the contract in force.

2.6 The Broker must retain all documents and electronic records
relating to the insurance transactions covered by this Agreement for
the currency of the cover and for a minimum period of 3 years
thereafter.

COMMISSION

3.1 JHL shall pay commission to the Broker in accordance with the
Schedule subject to any individual case being negotiated separately
at the time of placement as stated on the quotation.

3.2 JHL may alter the provisions of the Schedule by giving one
month’s notice in writing to the Broker.

3.3 Commission shall only be payable if: 3.3.1.The Broker can
(if requested) produce written evidence that the policyholder
recognises the Broker as his agent, and3.3.2. The premium has
been paid to and retained by JHL.

3.4 In the event of a mid term adjustment or of a policy being
cancelled for any reason, the Broker must repay to JHL any
commission received in respect of any part of the premium repaid
by JHL to the client concerned and JHL may set-off any commission,
due to the Broker, against such repayment.

ACCOUNTING

4.1 A Debit Note will be issued to the Broker once premiums have
been agreed. In the event of protracted negotiations JHL may issue
a debit note for a deposit premium. The Broker will pay all premiums
within 15 days of receipt of the Debit Note or in accordance with the
credit terms stated on the Debit Note if different.

4.2 In the event of the Broker allowing his client to pay the premium
under an instalment arrangement with a premium finance company,
the premium payment conditions of this agreement continue to apply.

4.3 JHL agrees that the Broker may treat such monies as if they
were client monies for the purpose of complying with the FSA CASS
rules and may co-mingle such monies with the Broker’s other client
monies.

4.4 JHL consents to the right of the Insurers with regard to monies
held in the Broker’s client monies account being subordinated to the
right of the Insured.

RESPONSIBILITY FOR PREMIUMS

5.1 The Broker shall hold monies received from their client on behalf
of JHL in a statutory or non-statutory trust in accordance with, as a
minimum standard, the requirements of the FSA Rules and/or any
other relevant regulatory body.

5.2 JHL will act as agent of the insurer for the holding of all premiums
and claims money. Risk Transfer will not be passed back to the Broker
unless specifically stated.

5.3 The Broker and his client shall be jointly and severally liable to
JHL for the payment of all sums which may be due or may become
due at any time arising from the insurance placed on the behalf of the
client under this Agreement.

5.4 In the event of the failure of the Broker to pay premiums debited
to him within the terms of credit allowed, JHL may without releasing the
Broker from his responsibilities approach the client for payment of the
outstanding premiums.

5.5 Notwithstanding any action taken in the event of any premium
not being paid within the terms of credit allowed JHL may cancel the
insurance and apply the appropriate provisions of any premium
payment warranties.

5.6 The Broker hereby appoints JHL as its agent and attorney with full
authority from the Broker in its name to institute and prosecute any
legal proceedings against the client as JHL may consider necessary
or expedient in the event of non-payment of premiums to JHL provided
always that JHL shall not be obliged to do so nor shall this provision
relieve the Broker from any of its obligations hereunder.

5.7 If renewal confirmation documents are held by the Broker for
more than 15 days after the relevant renewal date, then the Broker
shall be responsible to JHL for the premium due, even though the
premium may not have been paid to the Broker.

COMPLIANCE

6.1 The Broker’s obligations to comply with the FSMA and all regulatory
requirements applicable under FSMA include: 6.1.1 Treating clients
fairly.

6.1.2 Having appropriate systems in place which reflect the nature,
scale and complexity of its business.6.1.3 Conducing its business with
due skill, care and diligence.

6.2 The Broker shall immediately notify JHL on receiving a complaint
from a client which relates to JHL’s regulated activities and will promptly
provide copies of all relevant information and documentation to JHL.

6.3 The Broker is responsible for the technical training and competence
of their staff and ensuring that they adhere to the requirements of the
FSA regulations.

6.4 The Broker and JHL undertake to comply with the provisions of the
Data Protection Act 1998 and all other data protection legislation from
time to time in respect of personal information.

6.5 The Broker shall obtain all such consents and provide all such
information as may be necessary to ensure that processing of personal
data by JHL and the Broker are in full compliance with the legislation.

6.6 The Broker must at all times maintain appropriate licences under
the Consumer Credit Act.

6.7 JHL may carry out an audit of all the Broker’s books and records,
including compliance procedures relating to the business transacted
between JHL and the Broker.

6.8 Both parties shall comply with all applicable laws, codes of practice,
statutory requirements and any applicable guidance by regulators or
industry bodies.

CLAIMS

7.1 The Broker must advise JHL immediately upon receipt of notice of
a claim. The Broker has no authority to act on behalf of JHL in respect
of claims, and in particular, is not authorised to commit JHL in any way
or to arrange a claim settlement.

TERMINATION

8.1 Either party may terminate this Agreement by giving the other
party not less than 30 days written notice.

8.2 In the event of such termination the Broker may either:

8.2.1 Commencing not more than 30 days after notice of termination
take 12 months to place existing business elsewhere, as policies fall
due for renewal. In such case the parties shall co-operate during this
period to achieve such objective and JHL shall provide if appropriate
the information reasonably necessary to the Broker to place the
business elsewhere: or

8.3 Either party may terminate this Agreement on written notice to the
other party with immediate effect if:

8.3.1 Either party has reasonable grounds for suspecting the other
party, or it’s employees, agents, independent contractors are guilty
of fraud, dishonesty or bad administration;

8.3.2 Either party has materially breached any of the provisions of the
Agreement and has failed to remedy such breach within 15 days of
receiving written notice requiring such breach to be remedied from
the party not in breach;

8.3.3 Either party’s permission under Part IV of FSMA is terminated;

8.3.4 Either party become the subject of voluntary or involuntary
rehabilitation or liquidation proceedings or become the subject of an
action in bankruptcy or make or propose any composition with its
creditors or otherwise acknowledge its insolvency;

8.3.5 Either party suspends payments or is unable to pay its debts in
accordance with the Insolvency Act 1986.

8.3.6 JHL may terminate this Agreement by written notice with
immediate effect if:

8.3.6.1 The Broker takes up residence or becomes domiciled outside
the UK

8.3.6.2 If the Broker fails to pay or account for any sum due to JHL
under this Agreement within the time permitted for such payments;

8.3.6.3 The Broker being a sole trader dies

8.3.6.4 The business of the Broker is acquired, amalgamated
controlled or administered by any other person, partnership, company,
corporation or authority;

8.3.7 JHL in its absolute discretion decides if it is unable to continue
this Agreement as a result of the appointment of a director or partner
of the Broker;

8.3.8 The Broker’s permission under Part IV of FSMA is terminated
or has been varied and such variation is likely to cause prejudice to
Customers or if the FSA exercise any of the powers which it has under
FSMA in relation to the Broker (including in particular any powers
available to the FSA under Part II of FSMA).

8.3.9 Being an individual any arrangement or composition is made
with the Broker’s creditors or a petition for bankruptcy or an
administrative order is filed or the Broker is adjudged bankrupt or if
being a partnership, the Broker dissolves; or

8.3.10 The Broker ceases or threatens to cease to carry on business.

8.4 On termination of the Agreement:

8.4.1 JHL shall not accept proposals for new business from the Broker
and the Broker shall not issue renewal invitations;

8.4.2 All rights to commission cease from the date of termination;

8.4.3 All books, papers, records and other property of JHL must be
returned immediately to JHL;

8.4.4 The Broker must immediately provide to JHL with full details of
all transactions being carried out by the Broker in the course of the
Agreement at the date of termination;

8.4.5 All monies outstanding to JHL become immediately due and
payable;

8.4.6 Where at the date of termination premiums are due from
policyholders for cover issued before termination, JHL may collect
the premium direct and retain the commission in respect of all monies
owed by the Broker to JHL;

8.4.7 JHL shall, at the request of the Broker, provide reasonable
access to its records relating to the clients of the Broker for the
purposes of placing insurance business relating to those clients with
other insurers. JHL may advise any specific procedures required for
administering current business at the time of termination; and

8.4.8 The Agreement shall continue in effect in respect of all insurance
business written prior to the date of termination (other than for the
renewal of such business following the dates of termination) and all
such sums due from either party to the other shall be paid in
accordance with the terms of this Agreement.

8.5 Where JHL has terminated the Agreement for any reason under
clause 8.3 then JHL reserves the right to deal directly with clients and
in such circumstances the Broker will not be entitled to any payment
for goodwill which may arise from such arrangements neither will JHL
be under any duty to account to the Broker in respect of such
arrangements in any way whatsoever.

CONFIDENTIALITY

9.1 Each party shall at all times during the continuance of this
Agreement and after its termination keep all Confidential Information
that it may acquire in relation to the business or affairs of the other
party. Neither party shall use the other party’s Confidential Information
for any purpose than to perform its obligations under this Agreement.
Each party shall ensure that its officers and employees comply with
the provisions of this clause.

9.2 The obligations set out above shall not apply to any information
which:

9.2.1 Is publicly available or becomes publicly available through no act
or omission of that party; or

9.2.2 A party is required to disclose by order of a court of competent
jurisdiction or regulatory authority;

9.2.3 Was lawfully in the possession of either party or the disclosure
of which was not in breach of any obligation of confidentiality or other
duty or restriction.

GENERAL

10.1 This Agreement shall be governed by and interpreted in
accordance with the laws of England and both parties hereto agree
to submit to the exclusive jurisdiction of the English Courts.

10.2 Any waiver by either party of a breach of any provisions of this
Agreement shall not be considered as a waiver of any subsequent
breach of the same or any other provision thereof.

10.3 This Agreement is personal to the parties and the benefits and
obligations may not be assigned or delegated in whole or in part
without JHL’s written consent.

10.4 Waiver of a breach of any terms of this Agreement or of a
default under this Agreement does not constitute a waiver of any
other breach or default and shall not affect the other terms of this
Agreement. The rights and remedies provided by this Agreement
are cumulative and (subject as otherwise to this Agreement) are
not exclusive of any rights or remedies provided by law.

10.5 If any provision of this Agreement shall be found by any court
or administrative body of competent jurisdiction to be invalid or
unenforceable, such invalidity or unenforceability shall not affect the
other provisions of this Agreement which will remain in full force and
effect.

10.6 Any variations to the terms of this Agreement must be confirmed
in writing and signed by both parties thereto.

10.7 The Broker will maintain procedures to ensure that they have in
place arrangements for the identification and management of any
conflict of interest that may arise in relation to any Insurance
Business.

FORCE MAJEURE

11.1 Either Party shall not be liable for any delay or non performance
of its obligations under this Agreement caused by an event beyond its
control (a “Force Majeure Event”) provided that the Party affected
gives prompt notice in writing to the other Party and used all
reasonable endeavours to continue to perform its obligations under
the Agreement.

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Signed on behalf of Broker……………………………………………………………………

Name………………………………………………………………………………………………………

Position……………………………………………………………………………………………………

Date………………………………………………… FSA Number of Firm…………………

Signed on behalf of

JHL……………………………………………………………………………………………………………

Name………………………………………………………………………………………………………

Position……………………………………………………………………………………………………

Date……………………………………………………… FSA Number of Firm: 134435