CAMPING WORLD INSURANCE SERVICES OF TEXAS, INC. Securities Registration: Business Combination (S-4/A) EXHIBIT 10.6

The following is an excerpt from a S-4/A SEC Filing, filed by CAMPING WORLD INSURANCE ... on 5/19/2004.

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Exhibit 10.6

ADDENDUM TO SERVICE AGREEMENTS

Affinity Group, Inc. ("AGI") and National General Insurance Company ("NGIC") wish to amend the Service Agreements between them for (a) the Good Sam Club insurance plan operated in conjunction with AGI's wholly-owned subsidiary GSS Enterprises, Inc. ("GSS"), dated June 2, 1978, and amended by Addendums dated October 11, 1982, November 25, 1987, October 17, 1989, February 14, 1992, and March 22, 1994; (b) the Rider Motorcycle Club insurance plan operated in conjunction with AGI's wholly-owned subsidiary GSS dated October 5, 1979, and amended by Addendums dated October 11, 1982, October 17, 1989, February 18, 1992, and March 22, 1994; (c) the Coast to Coast insurance plan operated in conjunction with AGI's wholly-owned subsidiary Camp Coast to Coast, Inc. ("CTC") dated October 23, 1987, and amended by Addendums dated November 30, 1987, October 17, 1989, and March 22, 1994; and (d) the Golf Card insurance plan operated in conjunction with AGI' s wholly-owned subsidiary Golf Card International Corp. ("GCI") dated April 17, 1992, and amended by Addendum dated March 22, 1994, as follows:

1. The last paragraph on page 1 of each Service Agreement, as most recently amended by the Addendums to Service Agreement dated March 22, 1994, is deleted in its entirety and the following is substituted therefor:

This Service Agreement shall remain in full force and effect for the period beginning on the date of this Addendum and ending December 31, 2007. Thereafter the Agreement shall automatically renew for consecutive ten
(10) year periods, unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof of any extension hereof.

2. Paragraph 2 of each Addendum to Service Agreement dated March 22, 1994 is hereby amended by adding the following thereto:

If NGIC terminates this Agreement, or if upon expiration of the then current term NGIC does not elect or agree to renew the Agreement on the terms of the Agreement then in effect, the payments contemplated herein shall continue to be paid by NGIC to AGI for a period of five (5) years following termination (the "Run-Off Period"), and calculated as provided in the Agreement except that for each year during the Run-Off Period the Base Fee percent and Bonus Fee percent to be used in determining the Base Fee and the Bonus Fee for such year shall be the Scheduled Percentage (as hereinafter defined) times a fraction, the numerator of which is the Aggregate Premium (as hereinafter defined) for such year and the denominator of which is the Aggregate Premium for the year immediately preceding such year. If AGI terminates the Agreement for reason other than failure by NGIC to make the payments contemplated herein, payments to AGI shall cease upon termination. For purposes of this paragraph, the following terms shall have the following meanings:

º (a)
º The "Scheduled Percentage" means the Base Fee percent and the Bonus Fee percent as set forth on the Fee Schedule attached to the March 22, 1994 Addendum to Service Agreement.

º (b)
º The "Aggregate Premium" for any year means the aggregate direct written premium, less return premium, written under the Good Sam, Good Sam Referral, Coast to Coast, Rider, and Golf Card Insurance program agreements for such year.

3. During the Run-Off Period, as long as AGI is continuing to receive the payment described in paragraph 2 of this Addendum, AGI and its affiliates listed above (but expressly excluding Camping World, Inc. and its subsidiaries) (the "Program Affiliates") will not use, or sponsor, endorse, or

recommend, telephone solicitation or direct mail solicitation that is
(a) directed at Insured Members (as hereinafter defined) and (b) intended for the purpose of soliciting such Insured Members to cancel, terminate, or allow to lapse insurance policies acquired pursuant to the Service Agreement and to replace such policies with new policies offered by an insurance company other than NGIC or its affiliates through a program sponsored by AGI or the Program Affiliates. In making or participating in any such solicitation that is prohibited by the first sentence in this paragraph 3, or assisting any third party in making any such solicitation that is prohibited by the first sentence of this paragraph 3, AGI shall delete from the membership list(s) of it and the Program Affiliates the names of all Insured Members prior to any such solicitation. For purposes of this paragraph, "Insured Members" means members of a club or affinity group operated by AGI who are insured pursuant to the Service Agreement. A member shall continue to be an Insured Member as long as such member continues to pay premiums that are included in the Aggregate Premium. A member shall cease being an Insured Member upon failure to pay when due any premium for an insurance policy obtained pursuant to the Service Agreement. NGIC acknowledges that AGI and the Program Affiliates regularly solicit programs and products to members of the clubs and affinity groups operated by AGI and to other customers of AGI and the Program Affiliates and subscribers and recipients of AGI publications, and except as expressly set forth in this paragraph 3, such marketing, sponsorship or solicitation shall not constitute a breach of this paragraph 3, provided that, in addition to making the above membership list deletions, AGI and the Program Affiliates shall delete any such advertising of property-casualty insurance products from publications addressed to Insured Members. If AGI does not make such deletions from its solicitation and publication mailing lists the provisions of paragraph 2 above shall be void.

4. Except as amended by this Addendum, all provisions of the Service Agreements shall remain in full force and effect.

AFFINITY GROUP, INC. NATIONAL GENERAL INSURANCE COMPANY
By: /s/ STEPHEN ADAMS By: /s/ JOHN J. FOLEY

John J. Foley Title: Chairman Title: President

Date: 11/11/97 Date: November 4, 1997

[[Image Removed: GRAPHIC]] 2575 Vista Del Mar Drive Ventura, California 93001
(805) 667-4100 • Fax (805) Affinity Group, Inc. 667-4419

Executive Offices

November 19, 1997

Via Federal Express

Mr. Shawn D. Morris
National General Insurance Companies
3322 Rider Trail South
Earth City, MO 63045-1305

Dear Shawn:

This will confirm our conversation regarding the Addendum to Service Agreements between Affinity Group, Inc. and National General Insurance Company dated November 4, 1997 (the "1997 Addendum").

The defined term (the "Program Affiliates") in the fourth line of paragraph 3 of your draft the 1997 Addendum, should have been inserted in the third line before the phrase "(but expressly excluding Camping World, Inc. and its subsidiaries)" in order to clarify which affiliates are included as Program Affiliates. Rather than changing the draft, this letter will confirm the agreement between Affinity Group, Inc. and National General Insurance Company that the "Program Affiliates" as used in the 1997 Addendum means GSS Enterprises, Inc., Good Sam and Rider magazines, Camp Coast to Coast, Inc. and Golf Card International Corp. and that the term "Program Affiliates" expressly excludes Camping World, Inc. and its subsidiaries.

In the 24th line of paragraph 3 of your draft of the 1997 Addendum, you inadvertently deleted the phrase "market, sponsor and "before the word "solicit." This will confirm that agreement between Affinity Group, Inc. and National General Insurance Company that the word "solicit" as used in the 1997 Addendum includes the marketing and sponsoring of programs and products.

Please evidence the agreement of National General Insurance Company to these points of clarification by signing the enclosed copy of this letter and returning it to me for my files.

Very truly yours,
AFFINITY GROUP, INC.
By: /s/ STEPHEN ADAMS

Its:

We hereby acknowledge and agree with the points of clarification of terms to the Addendum to Service Agreements between Affinity Group, Inc. and National General Insurance Company dated November 4, 1997.

Dated: November , 1997
NATIONAL GENERAL INSURANCE COMPANY
By: [ILLEGIBLE]

Its:

TRAILER LIFE PUBLISHING COMPANY, CORPORATED, of Calabasas, California, hereinafter referred to as "TL"), and NATIONAL GENERAL INSURANCE COMPANY of St. Louis, Missouri, (hereinafter referred to as "NGI"), understand that:

º 1)
º TL operates and controls an entity known as the Good Sam Club (hereinafter referred to as "Good Sam"), an organization composed of recreational vehicle owners in many states;

º 2)
º NGI develops, operates and controls insurance programs designed to meet the needs of the members of Good Sam;

º 3)
º Good Sam management desires to offer to its members, certain insurance programs designed by NGI;

º 4)
º NGI desires to use the facilities of Good Sam and make its insurance programs available to Good Sam members;

º 5)
º Good Sam is not a licensed insurance agent, nor does it intend to be, nor does it intend to act as one;

º 6)
º It is the mutual benefit of Good Sam and NGI to assist each other in offering Good Sam members insurance programs that meet the needs of the public.

THEREFORE:

NGI agrees to provide a private passenger automobile insurance program to TL and introduce this program to Good Sam members beginning no later than September 1, 1978, and to continue to offer such program through September 1, 1980. NGI also agrees to develop new insurance products to be offered to Good Sam members which will consist of:

º 1)
º A complete recreational vehicle program, homeowners program, and any other insurance program mutually agreed to by NGI and TL. Each insurance program will be initiated at a time mutually agreeable to NGI and TL.

º 2)
º Coordinated activities between TL and NGI management.

º 3)
º The offering of an optional payment plan that allows Good Sam customers to pay their premiums under the deferred payment program offered by NGI.

NGI and Good Sam Agree:

º 1)
º That mutual approval of both parties is required on all printed material and all marketing techniques used to market the insurance programs.

º 2)
º It is understood that NGI will exercise sound underwriting principles in any insurance program agreed to by NGI and TL.

º 3)
º It is understood by TL that NGI will operate under state regulatory authorities. Therefore, all reference to filings and/or programs in this agreement are subject to their regulations.

º 4)
º NGI agrees to provide rate information to TL, on request, or to advise TL of significant insurance rate increases in any state.

º 5)
º The entire Good Sam list or any insured obtained through TL facilities may not be used for any other purpose other than that specifically related to approved (by TL) NGI insurance solicitation mailings or NGI renewal solicitations.

purpose of offering insurance programs to Good Sam members:

º 1)
º NGI will handle all policy ance, inquiries regarding claims or coverages available, premium collection, and all services required to administer the insurance programs to Good Sam members.

º 2)
º NGI agrees to provide service for claim inquiries to the extent that all inquiries regarding claims received by NGI or its offices will be answered by telephone, mail or personal contact within forty-eight
(48) hours of receipt.

NGI agrees that if the SERVICE AGREEMENT is cancelled for any reason, NGI will send renewal notices as required by law, and at its option, may continue to renew policies of Good Sam members secured while the agreement was effective, but will not in any way use the Good Sam name or logo in such renewal notices.

NGI agrees to provide TL with a quarterly report of incoming business which will include insureds name, address, city, state, zip code, policy number, inception dace of policy, premium amount, and containing any other information mutually agreed upon by TL and NGI. Quarterly reports will be delivered to TL within thirty (30) days of the prior quarter's financial closing.

HOLD HARMLESS

NGI agrees to indemnify and hold harmless TL with respect to any and all losses, damages, or expenses (including reasonable attorney's fees) caused by
(1) the breach by NGI of any of its undertakings and agreements set forth in this working agreement or any Service Agreement executed by both parties, or
(2) any negligence by NGI in its mailing and processing of applications, preparation of policies, collection of premiums, or other activities in administering any insurance program covered by this Working Agreement and/or Service Agreement.

TRAILER LIFE PUBLISHING COMPANY, INC. NATIONAL GENERAL INSURANCE COMPANY
By /s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]

Title [ILLEGIBLE] Date [ILLEGIBLE] Title [ILLEGIBLE] Date [ILLEGIBLE]

[ILLEGIBLE] [ILLEGIBLE]

Title [ILLEGIBLE] Date [ILLEGIBLE] Title [ILLEGIBLE] Date [ILLEGIBLE]

ADDENDUM TO WORKING AGREEMENT

TL ENTERPRISES, INC, (formerly Trailer Life Publishing Company, Incorporated ("TL") and NATIONAL GENERAL INSURANCE COMPANY ("NGI") wish to amend the Working Agreement between them dated June 2, 1978, to extend the term of the Agreement by deleting "September 1, 1980" from the fourth line of the paragraph after paragraph (6) on page 1 of the Agreement and substituting therefor "December 31, 1989," so that the amended paragraph will read:

NGI agrees to provide a private passenger automobile insurance program to TL and introduce this program to Good Sam members beginning no later than September 1, 1978, and to continue to offer such program through December 31, 1989. NGI also agrees to develop new insurance products to be offered to Good Sam members which will consist of:

NATIONAL GENERAL INSURANCE COMPANY
By: /s/ DONALD P. REDMOND

Title: President

Date: 11-23-87

TL ENTERPRISES, INC
By: /s/ [ILLEGIBLE]

Title: President

Date: 11-25-87

ADDENDUM TO WORKING AGREEMENT

TL ENTERPRISES, INC, (formerly Trailer Life Publishing Company, Incorporated) (TLE) and NATIONAL GENERAL INSURANCE COMPANY (NGIC) wish to amend the Working Agreement between them dated June 2, 1978, and amended by Addendum dated November 25, 1987, to extend the term of the Agreement as follows:

1. The November 25, 1987 Addendum is superseded by this Addendum.

2. Delete in its entirety the first paragraph after clause numbered
6), on page 1 of the Working Agreement, and substitute therefor the following:

NGIC agrees to provide a private passenger automobile insurance program to TLE and introduce this program to Good Sam members beginning no later than September 1, 1978, and to continue to offer such program through December 31, 1994. NGIC also agrees to develop new insurance products to be offered to Good Sam members which will consist of:

3. All other provisions of the Working Agreement remain unchanged and in full force and effect.

NATIONAL GENERAL INSURANCE COMPANY TL ENTERPRISES, INC. By: /s/ DONALD P. REDMOND By: /s/ [ILLEGIBLE]

Title: President Title: President
Date: 10-5-89 Date: 10-17-89

ADDENDUM TO WORKING AGREEMENT

Affinity Group, Inc. (AGI) and National General Insurance Company (NGIC) wish to amend the Working Agreement between them for the Good Sam Club insurance plan operated in conjunction with AGI's wholly-owned subsidiary TL Enterprises, Inc., dated June 2, 1978, and amended by Addendums dated November 25, 1987, and October 17, 1989, to extend the term of the Agreement as follows:

1. Delete the first paragraph after clause numbered 6), on page 1 of the Working Agreement, and substitute therefor the following:

NGIC agrees to provide a private passenger automobile insurance program and introduce this program to Good Sam members beginning no later than September 1, 1978, and to continue to offer such program through December 31, 1999. NGIC also agrees to develop new insurance products to be offered to Good Sam members which will consist of:

2. At the end of clause numbered 1) which immediately follows the above clause of this Addendum, add, "NGIC will also provide the vehicle and home insurance referral program described in the attached Exhibit A, and provide cost reimbursement to AGI in connection with such referral programs in the manner provided in the attached SERVICE AGREEMENT."

3. All previous Addendums are superseded by this Addendum.

4. All other provisions of the Working Agreement remain unchanged and in full force and effect.

NATIONAL GENERAL INSURANCE COMPANY AFFINITY GROUP, INC. By: /s/ DONALD P. REDMOND By: /s/ STEPHEN ADAMS

Title: President Title: Chairman of the Board
Date: March 21, 1994 Date: March 22, 1994

APPROVED
TL ENTERPRISES, INC.
By: /s/ STEPHEN ADAMS

Title: Chairman of the Board

Date: March 22, 1994

Exhibit A

GOOD SAM REFERRAL PROGRAM

PROGRAM OBJECTIVE

Pursue referral vehicle and homeowner business from current Good Sam insureds, writing both referred member and non-member business, providing Good Sam with an additional source of revenue and increasing NGIC's book of business.

PROGRAM DESCRIPTION

With the help of our current Good Sam insureds, we would like to procure new vehicle and homeowner business that, when looked at as a group, will reflect the demographics, lifestyles, and driving habits that are characteristic of the Good Sam Club membership. It is likely that many of the people referred to National General by current Good Sam members share many of the same interests and have a lifestyle similar to that of the typical Good Sam member.

REFERRAL CARD DESIGN

A proposed new Good Sam referral (pass-along) card has been designed that would replace our current pass-along. The referral card will give the person being referred two options when requesting a quote from National General:

º 1)
º The referred will have the opportunity to express an interest in RVing and the Good Sam Club. This person will be given a Good Sam VIP rate quote and information on joining the Good Sam Club. This is the current procedure use for non-members of Good Sam.

º 2)
º The referred, who does not own an RV, will be placed into a separate, new vehicle insurance plan for friends of Good Sam members. If the insured joins Good Sam later, he will be moved into the Good Sam account.

DISTRIBUTION

The proposed referral card will be distributed through the normal communications with our insureds including New Business, Renewal and Endorsement mailings.

Favorable resolves in the Customer Relations Department will also be used as a vehicle to carry the referral card to insureds. Supplying an insured with a card immediately after having a problem solved will increase the likelihood of the insured passing the card along.

We would also begin including the referral card with certain claim settlements subject to the claims representative's discretion. Again, it is anticipated that there is a higher likelihood that the insured would refer a friend after having a very positive experience with NGIC.

This SERVICE AGREEMENT is entered into by and between NATIONAL GENERAL INSURANCE COMPANY, a corporation duly organized and licensed under the Insurance Laws of Missouri, with its principal office in St. Louis County, Missouri, hereinafter called "NGI",

and

TRAILER LIFE PUBLISHING COMPANY, INCORPORATED, a California corporation, having its principal office in Calabasas, California, hereinafter called "TL".

to become effective this 2nd day of JUNE 1978

During the life of this SERVICE AGREEMENT, TL will:

º 1)
º Provide mailing services as mutually agreed upon by both parties to this agreement;

º 2)
º Create advertising and promotional material in the form and substance mutually approved by both parties to this agreement;

º 3)
º Develop and operate a safety program for insureds under any programs covered by this agreement;

Both parties to this agreement recognize that substantial advertising, mailing and promotional services will be needed in creating interest in the program. It is intended that TL be fully compensated by NGI for such services as are requested by NGI; however, both parties to this agreement also recognize that it is difficult to estimate the advertising, mailing and promotional costs necessary to develop initial and increasing interest of the Good Sam members in the insurance program being sponsored. Therefore, it is mutually agreed by the parties hereto, in order to maintain an equitable control over such expenditures, that TL will receive as a temporary reimbursement for this service costs an amount equivalent to five percent (5%) of the gross written premium after proper consideration for return premiums is given. NGI, at its option, may reimburse TL for an additional amount after receipt from TL of documented evidence of additional service expense. Payment for services will be made by NGI to TL not later than thirty (30) days after the close of each calendar quarter.

In addition to providing the advertising, mailing and promotional services, described in 1 and 2 above, when requested by NGI, TL agrees to develop and operate safety programs as described in 3 above. Such safety promotion efforts shall be deemed successful and compensable if the loss ratio experience developed under the program is less than sixty-two percent (62%) in any one calendar year fully developed two (2) years hence, in which case, one half of that portion of the amount of the net underwriting gain (pure losses compared to earned premium) in such calendar year which is attributable to the loss experience being less than said sixty-two percent (62%) shall be contributed by NGI to fund and sustain such safety program for Good Sam members. The first accounting period for this contribution shall be April 1, 1981, and will be for loss experience attributable to calendar years 1978 and 1979. Each year thereafter, on April 1, an accounting will be made for the second preceding year.

This SERVICE AGREEMENT shall remain in full force and effect for a period of two (2) years from the day of its execution, and shall automatically renew for consecutive one (1) year periods, unless terminated by written notice by either party to the other, giving not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof.

In the event suit is filed by either party to this agreement, it is mutually agreed that:

º 1)
º California Law shall govern and,

º 2)
º The prevailing party shall be entitled to reasonable attorneys fee.

º 3)
º Any working agreement mutually agreed upon by two parties will be interpreted as though it were a part of this SERVICE AGREEMENT.

TRAILER LIFE PUBLISHING COMPANY, INC. NATIONAL GENERAL INSURANCE COMPANY

By /s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]

Title PRESIDENT Date [ILLEGIBLE] Title [ILLEGIBLE] Date [ILLEGIBLE]

/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
Title Vice President Date 6/2/78 Title [ILLEGIBLE] Date 6/2/78

ADDENDUM TO SERVICE AGREEMENT

National General Insurance Company, a corporation duly organized and licensed under the Insurance Laws of Missouri, with its principal office in St. Louis County, Missouri and Trailer Life Publishing Company, Incorporated, a California corporation having its principal office in Agoura, California,

hereby mutually agree to amend the Service Agreement entered into by them on June 2, 1978, to delete in its entirety the safety program established and referred to in both paragraph 3) and in the next to last paragraph on page 1 of the Service Agreement, such amendment to be effective August 17, 1982.

We hereby further mutually agree that Trailer Life or its designated Certified Public Accounting auditing firm shall be allowed to review, inspect, and verify "…the gross written premium after proper consideration for return premiums is given…" as referred to in paragraph 2) on page 1 of the Service Agreement. The cost of such inspection and/or review shall be at the sole expense of Trailer Life and shall be performed during normal business hours at such time as requested by Trailer Life convenient to National General Insurance Company, which shall be reasonable to both parties.

All other provisions of the Service Agreement shall remain in full force and effect.

TRAILER LIFE PUBLISHING COMPANY, INC. NATIONAL GENERAL INSURANCE COMPANY

By /s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]

Title PRESIDENT Date 10-5-82 Title President Date 10-11-82

/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
Title Exec VP Date 10-5-82 Title [ILLEGIBLE] Date [ILLEGIBLE]

ADDENDUM TO SERVICE AGREEMENT

TL ENTERPRISES, INC. (formerly Trailer Life Publishing Company, Incorporated) and NATIONAL GENERAL INSURANCE COMPANY, wish to amend the SERVICE AGREEMENT between them dated June 2, 1978, as amended by Addendum effective August 17, 1982, to extend the term of the SERVICE AGREEMENT by deleting in its entirety the last paragraph on Page 1 of the SERVICE AGREEMENT and substituting therefor the following:

This SERVICE AGREEMENT shall remain in full force and effect for a period of three (3) years from January 1, 1987. It shall be a breach of this SERVICE AGREEMENT if any profit sharing due TL according to the Profit Sharing Agreement between National General and TL is not paid by National General promptly upon the expiration of each Experience Period. Thereafter the Agreement shall automatically renew for consecutive three (3) year periods, unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof.

National General Insurance Company shall use its best efforts to provide high levels of service to Good Sam Club members insured pursuant to this SERVICE AGREEMENT. If overall service levels are not consistently maintained during the normal conduct of business TL may terminate this SERVICE AGREEMENT upon written notice to National General 60 days prior to the end of any calendar year of the SERVICE AGREEMENT.

National General and TL agree that any disputes or differences of opinion concerning this SERVICE AGREEMENT shall be submitted to arbitration, one arbitrator to be chosen by each party, and an umpire to be chosen by the two arbitrators before they enter upon arbitration. The arbitrators shall consider this SERVICE AGREEMENT as an honorable engagement rather than merely a legal obligation and they are relieved of all judicial formalities and may abstain from following strict rules of law. The decision of the arbitrators shall be final and binding on both parties. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. Any such arbitration shall take place in St. Louis, Missouri, unless some other location is mutually agreed on by the parties.

NATIONAL GENERAL INSURANCE COMPANY TL ENTERPRISES, INC.

By: /s/ DONALD P REDMOND By: /s/ [ILLEGIBLE]

Title: President Title: PRESIDENT
Date: 11-23-87 Date: 11-25-87

ADDENDUM TO SERVICE AGREEMENT

TL ENTERPRISES, INC. (formerly Trailer Life Publishing Company, Incorporated) (TLE) and NATIONAL GENERAL INSURANCE COMPANY (NGIC), wish to amend the SERVICE AGREEMENT between them dated June 2, 1978, and amended by Addendums dated October 11, 1982, and November 25, 1987, respectively, to extend the term of the SERVICE AGREEMENT and for other purposes as follows:

1. The last paragraph on page 1 of the SERVICE AGREEMENT is deleted on its entirety and the following is substituted therefor:

This SERVICE AGREEMENT shall remain in full force and effect for a period of five (5) years beginning January 1, 1990 and ending December 31, 1994. It shall be a breach of this SERVICE AGREEMENT if any profit sharing due TLE according to the Profit Sharing Agreement between NGIC and TLE is not paid by NGIC promptly upon the expiration of each Experience Period. Thereafter the Agreement shall automatically renew for consecutive five
(5) year periods, unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof.

2. On page 1 of the SERVICE AGREEMENT, in the first paragraph after the clause numbered 3), after "cost" in line 10, delete the remainder of that sentence and substitute therefor, "amounts as described below." At the end of that paragraph add the following as a new paragraph:

NGIC will pay TLE, as temporary reimbursement for the advertising, mailing and promotional services provided by TLE, the following amounts: an amount equivalent to 5.00% of gross written premium, after proper consideration for return premiums, developed under the Good Sam vehicle premiums, up to $100,000,000 of such premium; 5.25% of the next $50,000,000 of such premium; 5.50% of the next $50,000,000 of such premium; 5.75% of the next $50,000,000 of such premium; and 6.00% of such premium in excess of $250,000,000. Such reimbursement will also be paid, separately and individually, in accordance with that schedule on such premium developed under the Good Sam homeowners insurance plan.

3. The following are added as additional provisions of the SERVICE AGREEMENT:

If, during the term of this Agreement, NGIC or its shareholders receive a bona fide written offer from an unaffiliated party for the purchase of NGIC or substantially all of the business of NGIC, and NGIC or its shareholders intends to accept said offer; then NGIC or its shareholders shall promptly communicate the terms of said offer to TLE; provided, however, that the name of the offering purchaser need not be so communicated. Upon delivery of said communication, TLE shall have a period of 30 days to make to NGIC a matching offer in terms of price, fo? and timing of payment and all other material terms and conditions, which offer shall be accepted by NGIC or its shareholders. If no offer is received during the 30 day period referred to herein, no provision of this Agreement shall be affected in any way by a change in control of either party.

This SERVICE AGREEMENT and any WORKING AGREEMENT to which TLE and NGIC are party shall survive any sale or other disposition of NGIC or TLE or their affiliates, and shall be binding upon the succesors in ownership, management or control of NGIC and TLE.

NGIC shall use its best efforts to provide high levels of service to Good Sam Club members insured pursuant to this SERVICE AGREEMENT. If overall service levels are not consistently maintained as the normal conduct of business, TLE may terminate this SERVICE AGREEMENT upon written notice to NGIC sixty (60) days prior to the end of any calendar year of the SERVICE AGREEMENT.

NGIC and TLE agree that any disputes or differences of opinion concerning this SERVICE AGREEMENT shall be submitted to arbitration, one arbitrator to be chosen by each party, and an

umpire to be chosen by the two arbitrators before they enter upon arbitration. The arbitrators shall consider this SERVICE AGREEMENT as an honorable engagement rather than merely a legal obligation and they are relieved of all judicial formalities and may abstain from following strict rules of law. The decision of the arbitrators shall be final and binding on both parties. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. Any such arbitration shall take place, in St. Louis, Missouri, unless some other location is mutually agreed on by the parties.

TLE or its designated auditing firm shall be allowed to verify, at TLE's expense, during normal business hours, "the gross premium written after proper consideration for return: premiums" as referred to in the second full paragraph on page 1 of the Service Agreement.

4. The November 25, 1987 Addendum to the SERVICE AGREEMENT is superseded by this Addendum.

5. All other provisions of the SERVICE AGREEMENT remain unchanged and in full force and effect.

NATIONAL GENERAL INSURANCE COMPANY TL ENTERPRISES, INC.

By: /s/ DONALD P REDMOND By: /s/ [ILLEGIBLE]

Title: President Title: PRESIDENT
Date: 10-5-89 Date: 10-17-89

ADDENDUM TO SERVICE AGREEMENT

TL Enterprises, Inc. (formerly Trailer Life Publishing Company, Incorporated) (TLE) and National General Insurance Company (NGIC) wish to amend the Service Agreement between them dated June 2, 1978, and amended by Addendums dated October 11, 1982, November 25, 1987, and October 17, 1989, respectively, to provide for a vehicle insurance referral program as follows:

1. The following is added as an additional provision to the Service Agreement:

In addition to the cost reimbursement described above, NGIC will reimburse TLE in the manner described above, for its costs of rendering similar services in connection with the vehicle insurance referral program described in the attached Exhibit A, in an amount equivalent to 2% of the gross written premium, after proper consideration for return premiums, resulting from such referrals.

2. All other provisions of the Service Agreement remain in full force and effect.

TL ENTERPRISES, INC. NATIONAL GENERAL INSURANCE COMPANY

By: /s/ WAYNE A. BOYSEN By: /s/ DONALD P REDMOND

Title: Sr Vice Pres Title: President & Chief Executive Officer
Date: 2/14/92 Date: January 28, 1992

ADDENDUM TO SERVICE AGREEMENT

Affinity Group, Inc. (AGI) and National General Insurance Company (NGIC) wish to amend the Service Agreement between them for the Good Sam Club insurance plan operated in conjunction with AGI's wholly-owned subsidiary TL Enterprises, Inc. (TLE), dated June 2, 1978, and amended by Addendums dated October 11, 1982, November 25, 1987, October 17, 1989, and February 14, 1992, as follows:

1. The last paragraph on page 1 of the SERVICE AGREEMENT is deleted in its entirety and the following is substituted therefor:

This SERVICE AGREEMENT shall remain in full force and effect for a period of five (5) years beginning January 1, 1995 and ending December 31, 1999. Thereafter the Agreement shall automatically renew for consecutive five
(5) year periods, unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof.

2. On page 1 of the SERVICE AGREEMENT, the first paragraph after the clause numbered 3) is deleted and the following is substituted therefor:

Both parties to this agreement recognize that substantial advertising, mailing, membership list management, and administrative services will be needed in supporting the program. It is intended that AGI be fully compensated by NGIC for such services as are requested by NGIC; however, both parties to this agreement also recognize that it is difficult to estimate the total amount of such costs. Therefore, it is mutually agreed by the parties hereto, in order to maintain an equitable control over such expenditures, that AGI will receive as a temporary reimbursement for such costs amounts in accordance with the Fee Schedule on the attached Exhibit A less one-half the out of pocket cost of such mailing, advertising and promotional materials. Advertising shall be at TLE house rates. The Base Fee under the Fee Schedule shall be determined on the basis of the direct written premium produced under this Agreement, after proper consideration for return premiums, and shall be paid quarterly, 30 days after the end of each quarter. NGIC, at its option, may reimburse AGI for an additional amount after receipt from AGI of documented evidence of additional service expense. The Bonus Fee percent under the Fee Schedule shall be determined by the aggregate Loss Ratio of insurance written by NGIC under its Good Sam Club, Good Sam Referral, Rider Motorcycle Club, Coast to Coast and Golf Card insurance program agreements. The Loss Ratio under the Fee Schedule shall be defined and determined according to the provisions (the "Calculation Provisions") set forth in the parties' Profit Sharing Agreement which expires December 31, 1994, and addendums thereto including "Payout Provisions," which Calculation Provisions are incorporated and made a part hereof and which shall survive such expiration solely for this purpose. The Bonus Fee, if any, shall be a single collective payment determined by multiplying the aggregate written premium produced under the above insurance program agreements, after proper consideration for return premiums, by the appropriate Bonus Fee percent. Any Bonus Fee shall be paid annually to AGI 90 days after the end of the Experience Period as defined in the Profit Sharing Agreement. It shall be a breach of this SERVICE AGREEMENT if any Bonus Fee due AGI is not paid by NGIC promptly when due.

3. The safety program established and referred to in both paragraph numbered 3) and in the next to last paragraph on page 1 is deleted effective August 17, 1982.

4. The following provisions are added after the last paragraph on page 2:

If, during the term of this Agreement, NGIC or its shareholder receives a bona fide written offer from an unaffiliated party for the purchase of NGIC or substantially all of the business of NGIC, and NGIC or its shareholder intends to accept said offer; then NGIC or its shareholder shall

promptly communicate the terms of said offer to AGI; provided, however, that the name of the offering purchaser need not be so communicated. Upon delivery of said communication, AGI shall have a period of 30 days to make to NGIC a matching offer in terms of price, form and timing of payment and all other material terms and conditions, which offer shall be accepted by NGIC or its shareholder. If no offer is received during the 30 day period referred to herein, no provision of this Agreement shall be affected in any way by a change in control of either party.

NGIC shall use its best efforts to provide high levels of service to members insured pursuant to this SERVICE AGREEMENT. If overall service levels are not consistently maintained as the normal conduct of business, AGI may terminate this SERVICE AGREEMENT upon written notice to NGIC sixty
(60) days prior to the end of any calendar year of the SERVICE AGREEMENT.

AGI or its designated auditing firm shall be allowed to audit, review and inspect, at AGI's expense, during normal business hours, books, records and data pertaining to the determination of "the direct premium written" and the "Loss Ratio" as referred to herein.

NGIC and AGI agree that any disputes or differences of opinion concerning this SERVICE AGREEMENT shall be submitted to arbitration, one arbitrator to be chosen by each party, and an umpire to be chosen by the two arbitrators before they enter upon arbitration. The arbitrators shall consider this SERVICE AGREEMENT as an honorable engagement rather than merely a legal obligation and they are relieved of all judicial formalities and may abstain from following strict rules of law. The decision of the arbitrators shall be final and binding on both parties. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. Any such arbitration shall take place in St. Louis, Missouri, unless some other location is mutually agreed on by the parties.

This SERVICE AGREEMENT and any WORKING AGREEMENT to which AGI and NGIC are party shall survive any sale or other disposition of NGIC or AGI or their affiliates, and shall be binding upon the successors in ownership, management or control of NGIC and AGI.

5. All previous Addendums to the SERVICE AGREEMENT are superseded by this Addendum.

6. All other provisions of the SERVICE AGREEMENT remain in full force and effect.

AFFINITY GROUP, INC. NATIONAL GENERAL INSURANCE COMPANY

By: /s/ STEPHEN ADAMS By: /s/ DONALD P REDMOND

Title: Chairman of the Board Title: President

Date: March 22, 1994 Date: March 21, 1994

APPROVED
TL ENTERPRISES, INC.

By: /s/ STEPHEN ADAMS

Title: Chairman of the Board
Date: March 22, 1994

EXHIBIT A

FEE SCHEDULE

LOSS RATIO BASE + BONUS = TOTAL
- 65.00% 7.00 % 2.50 % 9.50 % 65.00% - 65.99% 7.00 % 2.50 % 9.50 % 66.00% - 66.99% 7.00 % 2.25 % 9.25 % 67.00% - 67.99% 7.00 % 2.00 % 9.00 % 68.00% - 68.99% 7.00 % 1.75 % 8.75 % 69.00% - 69.99% 7.00 % 1.50 % 8.50 % 70.00% - 70.99% 7.00 % 1.25 % 8.25 % 71.00% - 71.99% 7.00 % 1.00 % 8.00 % 72.00% - 72.99% 7.00 % 0.75 % 7.75 % 73.00% - 73.99% 7.00 % 0.50 % 7.50 % 74.00% - 74.99% 7.00 % 0.25 % 7.25 % 75.00% + 7.00 % 0.00 % 7.00 %

Any bonus fees are calculated as a percent of aggregate direct written premium, less return premium, written under the Good Sam, Good Sam Referral, Coast to Coast, Rider and Golf Card insurance program agreements.

DATA PROCESSING SERVICE AGREEMENT

Agreement dated as of APR. 28, 1988, between National General Marketing, Inc., of One National General Plaza, Hazelwood, Missouri 63045 ("NGMI"), and TL Enterprises, Inc., of 29901 Agoura Road, Agoura, California 91301 ("TLE"),

º 1.
º TERM

This Agreement contemplates and provides for start-up and systems conversion and testing periods prior to the initiation of data processing service, which service shall commence upon the completion of conversion as provided in Section 3 below and continue for two (2) years thereafter. The Agreement shall become effective on the date first shown above and continue in effect for the period ending two (2) years after the date service is initiated. Thereafter the Agreement shall automatically renew for consecutive one (1) year periods, at a service fee to be agreed upon by the parties, unless terminated by written notice from one party to the other not less than 120 days prior to the expiration of the original term or any extension hereof.

º 2.
º SERVICES TO BE PERFORMED

NGMI will perform such data processing and administrative services as shown in the attached "Schedule of Services" which is incorporated and made a part hereof.

º 3.
º FEES

(a) Monthly Fee. The fee for the services provided by NGMI pursuant to this Agreement shall be Thirty Five Thousand Dollars ($35,000.00) per month beginning with the initiation of service which shall commence immediately upon completion of conversion and testing as provided in subsection 3(c) below. If service does not begin on the first day of a month the fee for that month shall be pro rated on the basis of 1/30th of the monthly fee per day for each day service is provided. During the conversion and testing period the fee shall be Two Thousand Dollars ($2,000.00) per week or Four Hundred Dollars ($400.00) per day for any period less than a week.

(b) Fee Revision. The monthly fee provided in subsection 3(a) above contemplates and is based upon estimated usage of NGMI computer and related hardware and other NGMI resources necessary to provide services pursuant to this Agreement. It is understood and agreed that the fee may be revised annually, as of the anniversary date of this Agreement to recognize increased usage by TLE of NGMI's computer and related hardware and other resources resulting from a growth of TLE's member records, TLE requests for additional services or levels of service not provided in the Schedule of Service, and increased costs incurred by NGMI in providing services to TLE hereunder. If TLE's increased usage of NGMI's resources or other cost factors require an annual fee increase NGMI shall submit to TLE, 120 days in advance of any such proposed increase, notice of and support for such increase. If the parties cannot agree on such revised fee this Agreement may be terminated by either party giving the other 90 days advance written notice.

(c) Start-Up; Conversion/Testing Periods. The parties intend to provide for adequate conversion and testing of TLE's systems before NGMI begins providing services hereunder. Accordingly, it is understood and agreed that NGMI will spend the first 60 days after execution of this Agreement, or as long thereafter as necessary for NGMI's vendors to install equipment, identifying and ordering equipment and hiring additional employees necessary to enable NGMI to perform its obligations hereunder. During this start-up period there will be no fee charged to TLE.

At the end of that start-up period conversion of TLE's systems to NGMI's systems and testing of converted systems will begin and will be completed within 75 days thereafter or when the parties agree conversion has been satisfactorily completed. TLE's systems are those systems which TLE presently owns and which NGMI deems necessary for the provision of services contemplated hereunder. When the parties agree that conversion has been satisfactorily completed NGMI shall

so notify TLE in writing, advising of the date of completion of conversion and the date of initiation of service hereunder. Such notice shall become an addendum to this Agreement.

If the parties cannot agree that conversion has been satisfactorily completed, conversion efforts shall continue until the parties agree conversion is complete. If either party determines that conversion cannot be successfully completed this Agreement shall be deemed terminated effective immediately.

Before conversion can begin TLE must provide NGMI upon request all TLE's current programs and existing data which NGMI deems necessary to convert, and NGMI must agree that it is able to successfully convert such programs to its use using only its present system software. Conversion, as used herein, is limited to TLE's membership and fulfillment, order entry, and reservations systems, and concerning those systems is defined as changing TLE's JCL from DOS to OS, moving all TLE files and programs, testing results with current environment, and establishing appropriate data communication lines and service. TLE will provide NGMI, at no charge, unlimited use and possession of TLE's source codes NGMI deems necessary to enable it to complete said conversion.

(d) Payment of Fees. All fees due under this Agreement shall be billed to TLE on a monthly invoice basis and are payable on receipt by TLE. If payment is not received by NGMI within thirty (30) days of receipt of invoice by TLE, TLE shall pay a late charge on the unpaid balance at the rate of 11/2% per month.

(e) Taxes. The fees stated in subsections (a), (b), (c) and (d) above shall not include local, state or federal sales, use, excise, personal property or other taxes or levies. Any such taxes or levies, however designated (other taxes based upon the net income or personal property of NGMI) which are imposed on or are attributable or fairly allocable to the data processing or the parties' performance under this Agreement shall be included by NGMI in its invoices to TLE and be treated as additional fees for that purpose.

º 4.
º SECURITY OF INFORMATION

With respect to all information disclosed by either party hereunder, the recipient will safeguard such information to the same extent that it safeguards its proprietary information and will not disclose such information to others except as required by government regulatory agencies or as authorized in writing by the other party or as may be required for the performance of the services under this Agreement. NGMI will inform all its employees who perform work under this Agreement of the terms of the Agreement and will use its best efforts to have the employees comply with such terms.

º 5.
º OWNERSHIP OF COMPUTER PROGRAMS

All computer programs enhanced or written by NGMI under this Agreement shall be owned exclusively by TLE and shall be retained by TLE upon termination of this Agreement.

º 6.
º MAINTENANCE OF EQUIPMENT

(a) TLE Equipment. TLE shall provide and maintain, at its own expense, computer terminals and related hardware sufficient to enable it to provide adequate input data and other instructions to NGMI to enable NGMI to provide services hereunder. The selection, installation, and connection by TLE of any such equipment to NGMI's data transmission line is subject to NGMI' s prior written approval.

(b) Transmission Interruption. TLE shall look to the provider of the data telecommunications line for all maintenance and repairs of same. NGMI shall not be responsible and shall incur no liability for any interruption in the transmission of data over such line, provided such interruption is not within the reasonable control of NGMI. In the event of an interruption caused by failure of

NGMl's data processing equipment, modem or other data transmission equipment, provided such interruption is not within the reasonable control of NGMI, NGMI's responsibility shall be limited to (1) notification to TLE no later than three hours after such interruption or, if NGMl's office is closed at the time of such interruption, at the beginning of the next business day, and (2) using its best efforts to have such equipment failure corrected as soon as practicable.

(c) Data Processing Equipment Failure. In the event, that, in NGMI's sole discretion, there is a failure of NGMl's data processing equipment sufficient to justify seeking data processing services, NGMI shall use its best efforts to perform TLE's data processing work as set forth in this Agreement along with its own work by the use of such services. NGMI shall notify TLE of such failures as soon as possible after NGMI becomes aware of such failure.

º 7.
º LIMITATION OF LIABILITY

(a) NGMI shall, in accordance with Section 6 of this Agreement, correct the performance of any data processing performed hereunder that does not conform to requirements of this Agreement and for generally-accepted standards in the data processing industry or, if in NGMI's opinion it is not feasible for NGMI to make such correction, then NGMI shall be liable for monetary damages solely for TLE's reasonable direct expenses to correct such errors.

(b) THE FOREGOING SHALL CONSTITUTE NGMI'S SOLE LIABILITY AND OBLIGATION IN THE EVENT OF ANY CLAIM ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF ANY PROVISIONS OF THIS AGREEMENT EXCEPT FOR GROSS NEGLIGENCE OR INTENTIONAL BREACH OF THIS AGREEMENT.

(c) This Agreement is for the exclusive benefit of the parties hereto and shall not create or evidence any right in any third party. Except as noted in subsection 7(b) above, NGMI shall in no event be liable to TLE or to any third party claiming through or by virtue of TLE or any of its affiliated companies for loss of profit, good will or other special or consequential damages arising out of the performance or nonperformance by NGMI of any of the provisions of this Agreement whether or not the possibility of such damages was disclosed to NGMI or could reasonably have been known. TLE shall indemnify and hold NGMI harmless hereunder against any claims for any such damages and against any related expenses.

(d) In no event shall NGMI be liable for errors, delays, or non-performance due to any events beyond its reasonable control, including, but not limited to, acts of God, failure of power, communication lines, changes in law or regulation or acts of governmental authority, strikes, weather conditions or transportation.

º 8.
º WARRANTY

(a) NGMI warrants only that the data processing performed hereunder will be of a quality conforming to generally accepted data processing practices and in accordance with the terms and conditions of this Agreement. Both NGMI and TLE agree and understand that non-material mistakes may occur and will not constitute a basis for breach of this Agreement.

(b) EXCEPT AS TO THE TERMS AND CONDITIONS OF THIS AGREEMENT THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE CONCERNING MERCHANTABILITY FOR A PARTICULAR PURPOSE.

(c) Any services performed by NGMI hereunder which are of less quality than conforming to generally-accepted data processing practices or not in accordance with the terms and conditions of this Agreement shall be corrected to conform to original specification by NGMI without charge to TLE provided (1) TLE supplies NGMI with a written notification within three
(3) business days after TLE knew or should have known that the data processing was of less than professional

quality; and (2) where applicable, TLE provides NGMI with the use of any support reasonably required to perform the corrections.

(d) NGMI may accept as correct, without further inquiry, all data, documents and other records of TLE timely delivered or made available to NGMI hereunder, and shall have no responsibilty or liability for any error, inadequacy or omission which results from inaccurate or incomplete data, documents or other records of TLE.

º 9.
º COMMUNICATIONS

All invoices, notices and other written communications required hereunder shall be deemed duly given if mailed first class postage prepaid or delivered prepaid at the following addresses:

For TLE: TL Enterprises, Inc. 29901 Agoura Road Agoura, California 91301 Attention: David Block For NGMI: National General Marketing, Inc. One National General Plaza P.O. Box 66937 St. Louis, Missouri 63166-6937 Attention: Ken Hanrahan

º 10.
º ATTACHMENTS

All attachments referenced in this Agreement shall be considered part of this Agreement when they have been executed by both parties.

º 11.
º APPLICABLE LAW

This Agreement shall be deemed to be a contract under the law of the State of Missouri and for all purposes shall be construed in accordance with the laws of Missouri.

º 12.
º AMENDMENTS

This Agreement may be amended by mutual consent of the parties and such amendment must be in writing and signed by both parties and made a part of this Agreement before being adopted.

º 13.
º COUNTERPARTS

This Agreement may be executed in several counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties intending to be bound have caused this Agreement to be signed and made effective as of the date first written above.

TL ENTERPRISES, INC. NATIONAL GENERAL MARKETING, INC.
By /s/ THEODORE R BINDER By /s/ DONALD P REDMOND

Title Vice Pres & Genl. Date 4/28/88 Title President Date 4-22-88 Man. ------- ------------------ -------

NATIONAL GENERAL MARKETING INC.

1988 Holdiays

The following is a list of the nine holidays that NGMI will celebrate in 1988:

Friday January 1 New Year's Day Monday February 15 President's Day Monday May 30 Memorial Day Monday July 4 Independence Day Monday September 5 Labor Day Thursday and Friday November 24 and 25 Thanksgiving and the day after Friday and Monday December 23 and 26 Holiday Season

SCHEDULE OF SERVICES

Pursuant to the terms of the Agreement between them for data processing services dated as of APR 28, 1988, National General Marketing, Inc. ("NGMI") and TL Enterprise, Inc. ("TLE") agree that this Schedule of Services is made a part of that Agreement. NGMI will provide data processing services as described below in support of TLE Membership/Fulfillment, Order Entry, and Reservation Systems.

º 1.
º On-Line Access to CPU

NGMI shall make available on disk, and maintain in readiness for use at all times during the times set forth below, the TLE computer programs as shall be identified by the parties as necessary to the provision of services hereunder, plus such additional programs directly related to such services that TLE may from time to time provide to NGMI on media acceptable to NGMI on data processing equipment to be located at NGMI's offices. NGMI shall make available to TLE access to such programs by TLE communicating through dedicated telephone lines.

NGMI shall also make available on disk and maintain in readiness for use at the times set forth below the TLE database as converted pursuant to the Agreement.

NGMI shall permit on-line access from 9:00 a.m. to 9:00 p.m. Central Time Monday through Friday, and from 9:00 a.m. to 4:00 p.m. Central Time Saturday except where such days fall on a holiday observed by NGMI at the location of said main frame computer. In addition, NGMI shall make available to TLE each year of this Agreement 24 units of additional on-line access, up to eight hours of access per unit, at no additional fee provided TLE schedules such additional units at least five working days in advance.

º 2.
º Batch Processsing

NGMI will provide: batch processing of TLE's daily jobs; twice weekly reporting of activity performed hereunder; and daily transmission of reports to TLE.

º a.
º NGMI and TLE will establish a schedule of jobs to be processed upon completion of conversion as provided in the Agreement. Exceptions to the established schedule must be approved prior to 12:00 p.m. (noon) Central Time each day.

º b.
º NGMI will, at TLE's request, send information processed hereunder, in various media and in various formats, to TLE or to various vendors selected by TLE. postage, special forms, and other delivery charges incurred by NGMI in providing this service will be charged to TLE at cost over and above the monthly fee.

º 3.
º Help Desk

Any problems TLE may experience hereunder regarding operational systems will be reported through NGMI's "Help Desk" at 800-325-8000, extension 1500.

º a.
º The "Help Desk" will log problems, assign the problem to appropriate person at NGMI, and NGMI will inform TLE as soon as possible regarding status.

º b.
º Weekly, NGMI will report status of outstanding problems to TLE.

º 4.
º TLE Equipment

TLE may connect up to 64 devices (CRT's, printers, P.C.'s, and other devices) at no extra charge, subject to prior NGMI approval as provided in the Agreement. Any devices required over and above 64 will result in additional charges if incurred by NGMI.

º 5.
º Response Time

NGMI will strive to maintain a response time average of three seconds or below:

º a.
º For a normal transaction (inquiries, straight entry or normal access to a file). This does not include times when NGMI is experiencing hardware, system software, or data communication problems.

º b.
º NGMI will use two direct lines with 14.4 bps modems to support remote communications. Dial-back service on one line will be established but activation of this method for backup in case of direct line failure must be requested and paid for by TLE, at prevailing vendor rates, in addition to the monthly fee.

º 6.
º TLE Special Software

Software to enable NGMI to receive and process information from TLE's personal computer that was created on TLE's scanner and loaded to such personal computer will be provided by TLE.

Costs NGMI incurs to support, convert or otherwise utilize any special software TLE may be presently employing to service its systems will be charged to TLE in addition to the monthly fee.

º 7.
º Documentation

NGMI will provide TLE information for maintaining system documentation as agreed between NGMI and TLE. TLE, at its cost, may also visit and review NGMI documentation in support of TLE's environment.

º 8.
º Programming Support

TLE will submit Data Processing Requests (DPR) to NGMI to request program enhancements, maintaince current programs, and add new systems. NGMI will provide up to 60 hours systems and programming support per week for maintaining and enhancing systems at no additional fee. NATURAL will be made available to TLE, in a read only environment for development of ad hoc reporting.

º 9.
º Liaison

TLE will establish a central contact department to act as sole liaison between TLE and NGMI.

TL ENTERPRISES, INC. NATIONAL GENERAL MARKETING, INC.
By /s/ THEODORE R. By /s/ DONALD P.
BINDER REDMOND

Title Vice Pres & Genl. Date 4/28/88 Title President Date [ILLEGIBLE] Man. ------- ------------------ ------------

ADDENDUM TO DATA PROCESSING SERVICE AGREEMENT

National General Marketing, Inc. (NGMI) and TL Enterprises, Inc. (TLE) are parties to a data processing service agreement dated as of April 28, 1988 (the Agreement), and wish to amend the Agreement effective October 1, 1989, as follows:

1. Term

Section 1 of the Agreement is amended by deleting from the fifth line, "for two
(2) years hereafter.", and substituting therefor, "as provided herein."

Section 1 is further amended by deleting from lines 7 and 8, "two (2) years after the date service is initiated.", and substituting therefor, "December 31, 1994."

2. Fees

Section 3 (a) of the Agreement is amended by adding as a new paragraph at the end of the section:

The foregoing notwithstanding, as of January 1, 1989, the fee for services provided by NGMI shall be Thirty Thousand Dollars ($30,000.00) per month. Upon request by TLE, NGMI shall provide certain additional services not contemplated by the Schedule of Services to the Agreement, which services shall consist of assigning an Analyst and an experienced programmer exclusively to support TLE's development of a new data processing system. The parties agree that TLE and NGMI shall jointly approve the personnel assigned as the Analyst and programmer. The monthly fee shall be increased to Thirty Five Thousand Dollars ($35,000.00) 90 days after the Analyst and programmer have been assigned to TLE's data processing service. It is agreed further that at such time as any of the personnel assigned to TLE's data processing services are no longer required, TLE shall have the right to request, at its option, removal or substitution of such personnel and a corresponding decrease in the monthly fee. Such request shall be effective thirty (30) days after it is sent by TLE.

Section 3(b) is amended by deleting everything after the first sentence and substituting the following therefor:

It is understood and agreed that the fee may be revised upward or downward annually, as of December 31, to recognize increased or decreased usage by TLE of NGMI's computer and related hardware and other resources, TLE's request for increased or decreased services, and increased or decreased costs realized by NGMI in providing services to TLE hereunder; provided, however, that costs associated with the Analyst and programmer referred to above will not be considered in determining any increase in the fee. TLE shall have the right to review all costs associated with the services provided under this Agreement on an annual basis and, if such review shows a decrease in usage and/or costs, request that the fee be decreased. In the event that NGMI believes that TLE's usage requires an increase in the fee, NGMI shall submit to TLE, 120 days in advance of such proposed increase, notice of and support for such increase. The parties agree to negotiate in good faith on the fee revisions. If the parties cannot agree on a revised fee, this Agreement may be terminated by either party giving the other 90 days advance written notice during which time the fee payable shall be the fee in effect prior to the request for a fee revision.

3. Ownership of Programs

Section 5 of the Agreement is amended by adding as a new sentence at the end of the section, "NGMI and its affiliates shall retain the right to use any such programs for their business purposes."

4. Default

The following shall be added as new Section 14. of the Agreement:

In the event of default by either party in the performance of its obligations hereunder, the non-defaulting party shall give written notice of said default and, if the default is not cured within 30 days of said notice, the non-defaulting party may terminate this Agreement by sending written notice of termination to the defaulting party. Nothing contained herein shall limit a party's right to pursue any other remedy provided by this Agreement, in law or in equity.

5. All other provisions of the Agreement remain unchanged and in full force and effect.

TL ENTERPRISES, INC. NATIONAL GENERAL MARKETING, INC.
By /s/ DAVID BLOCK By /s/ DONALD P. REDMOND

Title V.P.-CID Date 10-10-89 Title President Date 10-8-89

PROFIT SHARING AGREEMENT

Between NATIONAL GENERAL INSURANCE COMPANY, of St. Louis, Missouri, ("Company") and TL ENTERPRISES, INC. ("TLE"), 29901 Agoura Road, Agoura, California 91303.

In addition to a service fee separately provided for and subject to requirements imposed by law, the Company will pay TLE an additional amount in accordance with the attached Profit Sharing Matrix and the following terms and provisions:

I. Definitions

º A.
º "Experience Period" shall mean the calendar year of the effective date of this Agreement, and each subsequent calendar year this Agreement is in force.

º B.
º "Net Earned Premium" shall mean the Net Written Premiums recorded during the Experience Period, plus the unearned premium reserves at the beginning of the period, minus the unearned premium reserves at the end of the period.

º C.
º "Net Written Premiums" are the gross premiums, less credits for premium cancellations and returns, and less premiums ceded to reinsurers, recorded by the Company on its vehicle insurance policies insuring Good Sam Club members during the Experience Period.

º D.
º "Loss Ratio" shall mean the ratio of "Incurred Losses" to "Net Earned Premiums" in the Experience Period.

º E.
º "Incurred Losses" shall mean the losses and loss adjustment expenses paid during the Experience Period on vehicle insurance policies insuring Good Sam members, plus reserves for unpaid losses and loss adjustment expenses on such policies at the end of the Experience Period, less reserves for unpaid losses and loss adjustment expenses on such policies at the beginning of the Experience Period. Losses and loss adjustment expenses are defined as net, after deducting salvage and subrogation received and any reinsurance recoveries, as shown by the Company's records. "Incurred Losses" for an Experience Period shall also include any Incurred Losses carried forward from prior Experience Periods as provided herein.

º F.
º "Policies in Force" shall mean the number of vehicle insurance policies insuring members of the Good Sam Club which are in force as of December 31 in an Experience Period.

II. TLE qualifies to receive profit sharing for the Experience Period if:

º A.
º The Loss Ratio for such period is less than 77%, and

º B.
º The percent of growth in policies in force from December 31 of the prior calendar year to December 31 of the Experience Period shown on the Profit Sharing Matrix is at least 5%.

III. The amount of profit sharing payable to TLE if TLE qualifies in accordance with Section II above with respect to the Experience Period is computed as follows:

º A.
º Subtract the Experience Period Loss Ratio from 77%. The resulting percent is then applied to the Experience Period Net Earned Premium to produce the amount eligible for profit sharing.

º B.
º From the attached Profit Sharing Matrix the rate is then selected which appears in the applicable Experience Period Loss Ratio column to the right of the applicable Policy in Force growth percentage.

º C.
º The resulting rate determined in B. is then applied to the amount eligible for profit sharing for the Experience Period. The result is the amount of profit sharing payable for the Experience Period.

IV. Incurred Losses in an Experience Period in excess of 77% of the Net Earned Premium for such Experience Period shall be carried forward and included in Incurred Losses of the subsequent Experience Period or Periods in the computation of profit sharing for such subsequent Experience Period(s).

V. At the expiration of each Experience Period, the Company shall, within 90 days, make the necessary calculations and remit to TLE any profit sharing as may be due. No charge or deduction shall be made or claimed by TLE in its accounts with the Company and such profit sharing payment is payable only by Company check. TLE agrees that the methods and records of the Company shall be controlling as respects the computation of any of the profit sharing items and all other information pertaining to this Agreement. TLE shall have the right to examine Company records pertaining to this Agreement during normal working hours at the Company's home office in St. Louis.

VI. This Agreement shall become effective January 1, 1987, and shall remain in full force and effect for a period of three (3) years. Thereafter the Agreement shall automatically renew for consecutive three (3) year periods unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof.

NATIONAL GENERAL INSURANCE COMPANY
By: /s/ DONALD P. REDMOND

Title: President

Date: 11-23-87

TL ENTERPRISES, INC.
By: /s/ [ILLEGIBLE]

Title: PRESIDENT

Date: 11-25-87

PROFIT SHARING MATRIX

EXPERIENCE PERIOD LOSS RATIO
POLICIES IN FORCE GROWTH 74-LESS THAN 77 70-LESS THAN 74 LESS THAN 70
5 - 9.9% 10 % 15 % 20 % 10 - 19.9% 15 % 20 % 25 % 20 - 29.9% 20 % 25 % 30 % 30 - 39.9% 25 % 30 % 35 % 40 - 49.9% 30 % 35 % 40 % 50% + 35 % 40 % 45 %

ADDENDUM TO PROFIT SHARING AGREEMENT

NATIONAL GENERAL INSURANCE COMPANY (NGIC), and TL ENTERPRISES, INC., (TLE), wish to amend the Profit Sharing Agreement between them dated November 25, 1987, as follows:

1. The Profit Sharing Matrix of the Agreement is deleted in its entirety and the revised Profit Sharing Matrix attached hereto as Exhibit I is substituted therefor.

2. Section VI. of the Profit Sharing Agreement is deleted in its entirety and the following is substituted therefor:

VI. This Agreement shall become effective as of January 1, 1989, and shall remain in full force and effect through December 31, 1994. Thereafter the Agreement shall automatically renew for consecutive five
(5) year periods unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof.

3. "Incurred losses," as that term is used in the Profit Sharing Agreement, will continue to include those items identified under paragraph 4 of the December 9, 1986 "Payout Provisions" exhibit to the Profit Sharing Agreement, which exhibit is attached hereto and incorporated as Exhibit II to the Profit Sharing Agreement.

4. The following provision is added to the Agreement:

This Agreement shall survive any sale or other disposition of NGIC or TLE or their affiliates, and shall be binding upon the successors in ownership, management or control of NGIC and TLE.

5. All other provisions of the profit Sharing Agreement remain unchanged and in full force and effect.

NATIONAL GENERAL INSURANCE COMPANY TL ENTERPRISES, INC.
By: /s/ DONALD P REDMOND By: /s/ [ILLEGIBLE]

Title: President Title: President

Date: 10-5-89 Date: [ILLEGIBLE]

Exhibit I Profit Sharing Agreement

PROPOSED PROFIT SHARING MATRIX

EXPERIENCE PERIOD LOSS RATIO
POLICIES IN FORCE GROWTH 74-LESS THAN 77 70-LESS THAN 74 LESS THAN 70
5-9.9% 20 % 25 % 30 % 10-19.9% 25 % 30 % 35 % 20-29.9% 30 % 35 % 40 % 30-39.9% 35 % 40 % 45 % 40-49.9% 40 % 45 % 50 % 50% 45 % 50 % 55 %

Exhibit II Profit Sharing Agreement

PROPOSED CONTINGENCY AGREEMENT

Payout Provisions

º 1.
º Payout will be a percent of the dollars generated between actual calendar year loss ratio and contingency permissible loss ratio of 77%.

º 2.
º Losses generated by a ratio in excess of 77% will be carried forward and applied against profits subject to the contingency.

º 3.
º Growth is defined as the percent of growth over the previous year end policy in force total.

º 4.
º All profitability measures will be determined using calendar year loss ratio results. Incurred losses will include the following:

º a.
º All paid losses.

º b.
º Loss reserves.

º c.
º Loss adjustment expenses (allocated and unallocated).

º d.
º Incurred but not reported losses.

º e.
º Involuntary market burden.

º 5.
º Net earned premium will be developed using earned premium less any reinsurance costs.

º 6.
º Profitability will be based on calendar year results on a contingency inception to date basis.

12/9/86

ADDENDUM TO PROFIT SHARING AGREEMENT

National General Insurance Company (NGIC) and Affinity Group, Inc. (AGI), successor by merger to TL Enterprises, Inc., wish to amend the Profit Sharing Agreement between them dated November 25, 1987, and amended by Addendum dated October 11, 1989, as follows:

º 1.
º The Profit Sharing Matrix is deleted effective January 1, 1994, and the new Profit Sharing Matrix attached hereto as Exhibit A is substituted therefor.

º 2.
º The Profit Sharing Agreement shall apply to all lines of insurance written under NGIC's agreements with AGI and its affiliates TLE, Camp Coast to Coast, Inc., and Golf Card International Corp. providing insurance programs for the Good Sam Club, including the Good Sam referral program, Rider Motorcycle Club, Coast-to-Coast, and Golf Card International, respectively. This Profit Sharing Agreement is incorporated into and made a part of those insurance plan agreements.

º 3.
º This Addendum is effective as of January 1, 1994.

º 4.
º This Profit Sharing Agreement shall expire December 31, 1994.

º 5.
º All other provisions of the Profit Sharing Agreement remain in full force and effect.

NATIONAL GENERAL INSURANCE COMPANY AFFINITY GROUP, INC. By: /s/ DONALD P REDMOND By: /s/ STEPHEN ADAMS

Title: President Title: Chairman of the Board
Date: March 21, 1994 Date: March 22, 1994

APPROVED
TL ENTERPRISES, INC.
By: /s/ STEPHEN ADAMS

Title: Chairman of the Board

Date: March 22, 1994

EXHIBIT A

NEW PROFIT SHARING ARRANGEMENT

CURRRENT PROFIT SHARING

Experience Period Loss Ratio
Policies In Force Growth Rate 74-less than 77 70-less than 74 less than 70
5-9.9% 20 % 25 % 30 % 10-19.9% 25 % 30 % 35 % 20-29.9% 30 % 35 % 40 % 30-39.9% 35 % 40 % 45 % 40-49.9% 40 % 45 % 50 % 50%+ 45 % 50 % 55 %

NEW PROFIT SHARING FOR 1994

Experience Period Loss Ratio
Policies In Force Growth Rate 74-less than 77 70-less than 74 less than 70
0-4.9% 20 % 25 % 30 % 5-9.9% 25 % 30 % 35 % 10-14.9% 30 % 35 % 40 % 15-24.9% 35 % 40 % 45 % 25-34.9% 40 % 45 % 50 % 35%+ 45 % 50 % 55 %

W O R K I N G A G R E E M E N T

TRAILER LIFE PUBLISHING COMPANY, INCORPORATED, of Agoura, California
(hereinafter referred to as "TL"), and NATIONAL GENERAL INSURANCE COMPANY of St. Louis County, Missouri, hereinafter referred to as "NGI"), understand that:

º 1)
º TL plans to create and operate an entity known as the Rider Motorcycle Club (hereinafter referred to as Rider), an organization composed of motorcycle owners in many states;

º 2)
º NGI will develop, operate and control a Motorcycle Insurance Program designed to meet the needs of the members of Rider;

º 3)
º Rider management desires that a Motorcycle Insurance Program, designed by NGI, be made available to Rider's members;

º 4)
º NGI desires to make its insurance programs available to Rider members;

º 5)
º Rider is not a licensed insurance agent, nor does it intend to be, nor does it intend to act as one;

º 6)
º It is to the mutual benefit of Rider and NGI to assist each other in offering Rider members insurance programs that meet the needs of the public.

Both parties to this agreement recognize that substantial development costs, advertising, mailing and promotional services will be needed in creating interest in a new Motorcycle Insurance Program. To assist in implementing TL's expressed intention of developing interest in a new Motorcycle Insurance Program, TL agrees that, beginning with the fourth quarter of 1979, the Good Sam Vehicle Insurance Plan promotional allowance shall be reduced from a basis equivalent to five (5) percent of the written premium being generated by the Good Sam Vehicle Insurance Plan to three (3) percent of written premium, and that reduction shall continue through the third quarter of 1980. TL and NGI mutually agree that the maximum total amount so deducted from the Good Sam promotional allowance shall not exceed the sum of $50,000. In consideration of the foregoing expressed agreements, NGI will return to TL the amount so deducted from the Good Sam Vehicle Insurance Plan promotional allowance on the basis of the number of Rider Motorcycle Club members participating in the Motorcycle Insurance Program, in accordance with the following schedule:

º 1)
º When 1,000 members of the Rider Motorcycle Club are participating in the Motorcycle Insurance Plan, NGI will return to TL fifty
(50) percent of the amount deducted from the Good Sam Vehicle Insurance Plan promotional allowance.

º 2)
º When 2,000 members of the Rider Motorcycle Club are participating in the Motorcycle Insurance Plan, NGI will return to TL an additional 25% of the amount deducted from the Good Sam Vehicle Insurance Plan promotional allowances.

º 3)
º Upon obtaining 3,000 members participating in the Rider Motorcycle Club Insurance Plan, the remaining monies deducted from the Good Sam Vehicle promotional allowance will be returned to TL.

THEREFORE:

NGI agrees to provide a Motorcycle Insurance Program to TL and introduce this program to Rider Motorcycle Club members beginning no later than January 1, 1981, and to continue to offer such program through January 1, 1983. NGI also agrees to offer other selected insurance products to Rider Club members, which will consist of:

º 1)
º A private passenger automobile insurance program, homeowners program, recreational vehicle program, and any other insurance program mutually agreed to by NGI and TL. Each insurance program will be initiated at a time mutually agreeable to NGI and TL.

º 2)
º Coordinated activities between TL and NGI management.

º 3)
º NGI will offer an optional payment plan that allows Rider Club members to pay their premiums under the deferred payment program offered by NGI.

NGI and TL agree:

º 1)
º That mutual approval of both parties is required on all printed material and all marketing techniques used to market the insurance programs offered by NGI.

º 2)
º It is understood that NGI will exercise sound underwriting principles in any insurance program agreed to by NGI and TL.

º 3)
º It is understood by TL that NGI from time to time will not market in certain states where the regulatory environment or market conditions are not receptive to insurance products offered by NGI.

º 4)
º It is understood by TL that NGI will operate under state regulatory authorities. Therefore, all reference to filings and/or programs in this agreement are subject to their regulations.

º 5)
º NGI agrees to provide rate information to TL, on request, or to advise TL of significant insurance rate increases in any state; however, TL agrees not to quote such rate information to Rider members.

º 6)
º Any Rider membership list or the name of any insured obtained through TL facilities, may not be used for any other purpose other than that specifically related to approved (by TL) NGI insurance solicitation mailings or NGI renwal solicitations.

Therefore, NGI and TL hereby mutually agree to enter into the related SERVICE AGREEMENT for the purpose of offering insurance programs to Rider members:

º 1)
º NGI will handle all policy issuance, inquiries regarding claims or coverages available, premium collection, and all services required to administer and underwrite the insurance programs to Rider members.

NGI agrees that if the SERVICE AGREEMENT is cancelled for any reason, NGI will send renewal notices as required by law, and at its option, may continue to renew policies of Rider members secured while the agreement was effective, but will not in any way use the TL and/or Rider name or logo in such renewal notices.

NGI agrees to provide TL with a quarterly report of incoming business which will include insured's name, address, city, state, zip code, policy number, inception date of policy, premium amount, and containing any other information mutually agreed upon by TL and NGI. Quarterly reports will be delivered to TL within thirty (30) days of the prior quarter's financial closing.

HOLD HARMLESS

NGI agrees to indemnify and hold harmless TL with respect to any and all losses, damages, or expenses (including reasonable attorney's fees) caused by (1) the breach by NGI of any of its undertakings and agreements set forth in this Working Agreement or any Service Agreement executed by both parties, or (2) any negligence by NGI in its mailing and processing of applications, preparation

of policies, collection of premiums, or other activities in administering any insurance program covered by this Working Agreement or any Service Agreement.

TRAILER LIFE PUBLISHING COMPANY, INC. NATIONAL GENERAL INSURANCE COMPANY
By /s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]

Title PRESIDENT Date 10/4/79 Title Vice President Date 9/7/79

/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]

Title V.P. Finance Date 10/5/79 Title Vice Pres Date 9/7/79

ADDENDUM TO WORKING AGREEMENT

Affinity Group, Inc. (AGI) and National General Insurance Company (NGIC) wish to amend the Working Agreement between them for the Rider Motorcycle Club insurance plan operated in conjunction with AGI's wholly-owned subsidiary TL Enterprises, Inc. (TLE), dated October 5, 1979, and amended by Addendum dated October 17, 1989, to extend the term of the Agreement as follows:

1. On page 1, the paragraph immediately following clause numbered
6), and the clauses numbered 1), 2) and 3) immediately following that paragraph, are deleted.

2. Also on page 1, delete the last paragraph on the page and substitute therefor the following:

NGIC agrees to provide a Motorcycle Insurance Program and introduce this program to Rider Motorcycle Club members beginning no later than January 1, 1981, and to continue to offer such program through December 31, 1999. NGIC also agrees to develop new insurance products to be offered to Rider members which will consist of:

3. All previous Addendums are superseded by this Addendum.

4. All other provisions of the Working Agreement remain unchanged and in full force and effect.

APPROVED
TL ENTERPRISES, INC.
By: /s/ STEPHEN ADAMS

Title: Chairman of the Board

Date: March 22, 1994

SERVICE AGREEMENT

and

TRAILER LIFE PUBLISHING COMPANY, INCORPORATED, a California corporation, having its principal office in Agoura, California, hereinafter called "TL", to become effective the 25th day of September, 1979.

During the life of this SERVICE AGREEMENT, TL will:

º 1)
º Develop membership in a club known as the Rider Motorcycle Club.

º 2)
º Provide mailing services as mutually agreed upon by both parties to this Agreement.

º 3)
º Create advertising and promotional material to foster membership in the Motorcycle Club, as well as creating interest in the Motorcycle Insurance Plan. Any advertising and promotional material relating to motorcycle insurance, must be mutually approved by both parties to this agreement.

º 4)
º Develop and operate a safety program for insureds in the Motorcycle Club.

Both parties to this agreement recognize that substantial development costs, advertising, mailing and promotional services will be needed in creating interest in the Motorcycle Club and the Motorcycle Insurance Program. To demonstrate TL's intention of developing interest and membership in the Rider Motorcycle Club, TL agrees that beginning with the fourth quarter of 1979, that the Good Sam Vehicle Insurance Plan promotional allowance will be reduced from five (5) percent of written premium generated by the Good Sam Vehicle Insurance Plan to three (3) percent of written premium. This reduction will continue through the third quarter of 1980. The maximum amount deducted from the Good Sam promotional allowance will not exceed $50,000.00 (1) NGI will return to TL the amount deducted from the Good Sam Vehicle Insurance Plan promotional allowance on the basis of the member of Rider Motorcycle Club members participating in the Motorcycle Insurance Program, per the following schedule:

º 3)
º Upon obtaining 3,000 members participating in the Rider Motorcycle-Club Insurance Plan, the remaining premium deducted from the Good Sam Vehicle promotional allowance, will be returned to TL.

NGI agrees to expand in developing, advertising and promoting said program a sum which will be no less than the sum deducted from the Good Sam promotional allowance.

To help defray the cost of TL making Rider Motorcycle Club members interested and aware of the Motorcycle Insurance Program, it is mutually agreed by the parties hereto, that TL will receive as a temporary reimbursement for this service cost an amount equivalent to five (5) percent of the gross written premium after proper consideration for future premiums is given. NGI, at its option, may reimburse TL for an additional amount after receipt from TL of documented evidence of additional service expense, Payment for services will be made by NGI to TL not later than thirty (30) days after

the class of each calendar quarter. In addition to creating membership in the Rider Motorcycle Club, and providing advertising, mailing and promotional services, when requested by NGI, TL agrees to develop and operate safety programs as described in (6) above. Such safety promotion efforts shall be deemed successful and compensable if the loss ratio experienced developed under the program is less than sixty-two (62) percent in any one calendar year fully developed two years hence, in which case, one-half of that portion of the amount of the net underwriting gain (pure losses compared to earned premium) in such calendar year which is attributable to the loss experience being less than said sixty-two (62) percent shall be contributed by NGI to fund and sustain such safety program for Rider Motorcycle-Club members. The first accounting period for this contribution shall be March 1, 1983, and will be for less experience attributable to calendar year 1981. Each year thereafter, on March 1, an accounting will be made for the second preceding year.

In the event suit is filed by either party to this agreement, it is mutually agreed that:

º 1)
º California law shall govern and,

º 2)
º the prevailing party shall be entitled to reasonable attorneys fee.

º 3)
º Any working agreement mutually agreed upon by two parties will be interpreted as though it were a part of this SERVICE AGREEMENT.

TRAILER LIFE PUBLISHING COMPANY, INC. NATIONAL GENERAL INSURANCE COMPANY
By /s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]

Title [ILLEGIBLE] Date [ILLEGIBLE] Title Vice Pres Date 9/7/79

/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]

Title VP Finance Date 10/5/79 Title Vice Pres Date 9/7/79

ADDENDUM TO SERVICE AGREEMENT

We hereby further mutually agree that Trailer Life or its designated Certified Public Accounting auditing firm shall be allowed to review, inspect, and verify "...the gross written premium after proper consideration for return premiums is given..." as referred to in paragraph 2) on page 1 of the Service Agreement. The cost of such inspection and/or review shall be at the sole expense of Trailer Life and shall be performed during normal business hours at such time as requested by Trailer Life convenient to National General Insurance Company, which shall be reasonable to both parties.

All other provisions of the Service Agreement shall remain in full force and effect.

TRAILER LIFE PUBLISHING COMPANY, INC. NATIONAL GENERAL INSURANCE COMPANY
By /s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]

Title President Date 10-5-82 Title President Date 10-11-82
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]

Title Exec VP Date 10-5-82 Title Vice Pres. Date 10/11/82

ADDENDUM TO SERVICE AGREEMENT

TL ENTERPRISES, INC. (formerly Trailer Life Publishing Company, Incorporated) (TLE) and NATIONAL GENERAL INSURANCE COMPANY, wish to amend the SERVICE AGREEMENT between them for the Rider Motorcycle Insurance Program, which agreement became effective September 15, 1979, and was amended by Addendum dated October 11, 1982, to extend the term of the SERVICE AGREEMENT and for other purposes as follows:

1. The second paragraph on page 2 of the SERVICE AGREEMENT is deleted on its entirety and the following is substituted therefor:

This SERVICE AGREEMENT shall remain in full force and effect for the period beginning as of January 1, 1989 and ending December 31, 1994. Thereafter the Agreement shall automatically renew for consecutive five (5) year periods, unless terminated by written notice by either party to the other not less than sixty (60) days prior to the termination of the original term hereof or any extension hereof.

2. On page 1 of the SERVICE AGREEMENT, the paragraph immediately following clause numbered 4), the clauses numbered 1), 2), and 3) immediately following that paragraph, and the first paragraph on page 2 of the SERVICE AGREEMENT, are deleted in their entirety and the following is substituted therefor:

Both parties to this Agreement recognize that substantial advertising, mailing and promotional services will be needed in creating interest in the program. It is intended that TLE be fully compensated by NGIC for such services as are requested by NGIC; however, both parties to this agreement also recognize that it is difficult to estimate the advertising, mailing and promotional costs necessary to develop initial and increasing interest of the Rider Motorcycle Club Good Sam members in the insurance program being sponsored. Therefore, it is mutually agreed by the parties hereto, in order to maintain an equitable control over such expenditures, that TLE will receive as a temporary reimbursement for this service cost an amount equivalent to four percent (4%) of the gross written premium after proper consideration for return premiums is given. NGIC, at its option, may reimburse TLE for an additional amount after receipt from TLE of documented evidence of additional service expense. TLE shall not be charged for any marketing cost incurred under this Agreement. Payment for services will be made by NGIC to TLE not later than thirty (30) days after the close of each calendar quarter.

3. The following are added as additional provisions of the SERVICE AGREEMENT:

NGIC shall use its best efforts to provide high levels of service to Rider Motorcycle Club members insured pursuant to this SERVICE AGREEMENT. If overall service levels are not consistently maintained as the normal conduct of business, TLE may terminate this SERVICE AGREEMENT upon written notice to NGIC sixty (60) days prior to the end of any calendar year of the SERVICE AGREEMENT.

NGIC and TLE agree that any disputes or differences of opinion concerning this SERVICE AGREEMENT shall be submitted to arbitration, one arbitrator to be chosen by each party, and an umpire to be chosen by the two arbitrators before they enter upon arbitration. The arbitrators shall consider this SERVICE AGREEMENT as an honorable engagement rather than merely a legal obligation and they are relieved of all judicial formalities and may abstain from following strict rules of law. The decision of the arbitrators shall be final and binding on both parties. Each

party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. Any such arbitration shall take place in St. Louis, Missouri, unless some other location is mutually agreed on by the parties.

4. All other provisions of the SERVICE AGREEMENT remain unchanged and in full force and effect.

NATIONAL GENERAL INSURANCE COMPANY TL ENTERPRISES, INC. By: /s/ DONALD P. REDMOND By: /s/ [ILLEGIBLE]

Title: President Title: PRESIDENT
Date: 10-5-89 Date: 10-17-89

ADDENDUM TO SERVICE AGREEMENT

TL ENTERPRISES, INC. (formerly Trailer Life Publishing Company, Incorporated) (TLE) and NATIONAL GENERAL INSURANCE COMPANY (NGIC), wish to amend the SERVICE AGREEMENT between them for the Rider Motorcycle Insurance Program, which agreement became effective September 15, 1979, and was amended by Addendums dated October 11, 1982, and October 17, 1989, respectfully, as follows:

1. On page 2 of the SERVICE AGREEMENT, immediately above