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EXHIBIT 10.66
FUNDING AGREEMENT
This Funding Agreement ("Agreement") is by and between Bankers
Insurance Group, Inc. ("BIG") and Insurance Management Solutions Group, Inc.
("IMSG"), both of 360 Central Avenue, St. Petersburg, FL 33701.
WHEREAS, IMSG is currently a wholly owned subsidiary of BIG; and
WHEREAS, there currently exists certain intercompany balances both
payable and receivable as between BIG and IMSG and its subsidiaries; and
WHEREAS, BIG is entering into a loan agreement with Venture Capital
Corporation or subsidiary thereof ("Venture") whereby BIG will be borrowing
funds from Venture;
NOW, THEREFORE, in consideration of the premises and other valuable
consideration the receipt and value of which is hereby acknowledged, the
parties hereto agree as follows:
1. FUNDING. Within ten (10) business days of receipt of the loan
proceeds by BIG from Venture, the respective parties to this Agreement will
settle all intercompany balances including all accounts payables and
receivables and notes payables and receivables and any income tax payables or
receivables as between the parties.
2. ASSIGNMENT. This Agreement and any rights pursuant hereto
shall not be assignable by either party hereto, except by operation of law.
Nothing in this Agreement, expressed or implied, is intended to confer on any
person other than the parties hereto, or their respective legal successors, any
rights, remedies, obligations or liabilities, or to relieve any person other
than the parties hereto, or their respective legal successors, from any
obligations or liabilities that would otherwise be applicable.
3. GOVERNING LAW. This Agreement is made pursuant to and shall be
governed by, interpreted under, and the right of the parties determined in
accordance with, the laws of the State of Florida.
4. NOTICE. All notices, statements or requests provided for
hereunder shall be in writing and shall be deemed to have been duly given when
delivered by hand to an officer of the other party, or when deposited with the
U.S. Postal Service, as certified or registered mail, postage prepaid,
addressed
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(a) If to IMSG to:
360 Central Avenue
P.O. Box 15707
St. Petersburg, FL 33733
Attn: David K. Meehan, President
(813) 823-4000 x 4201 FAX (813) 823-6518
(b) If to BIG to:
360 Central Avenue
P.O. Box 15707
St. Petersburg, FL 33733
Attn: G. Kristin Delano
(813) 803-4016 FAX (813) 823-6518
or to such other person or place as each party may from time to time designate
by written notice sent as aforesaid.
5. HEADINGS. The headings of the various paragraphs of this
Agreement are for convenience only, and shall be accorded no weight in the
construction of this Agreement.
6. ENTIRE AGREEMENT. This Agreement, together with such Amendment
as may from time to time be executed in writing by the parties, constitutes the
entire Agreement between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate by their respective officers duly authorized so to do,
and their respective corporate seals to be attached hereto as of the date and
year first above written.
WITNESSES: BANKERS INSURANCE GROUP, INC.
BY:
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AS ITS:
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INSURANCE MANAGEMENT
SOLUTIONS GROUP, INC.
BY:
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AS ITS:
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