Share Purchase Agreement

Share Exchange Agreement

THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of the day of , 20, by and between , a corporation (""), and STATE MEDICAL ASSOCIATION, a not-for-profit corporation ("").

In consideration of the premises and the mutual terms and provisions set forth in this Agreement, the parties hereto agree as follows:

ARTICLE ONE

ACQUISITION AND EXCHANGE OF SHARES

Section 1.1. Acquisition of the Shares. Subject to the terms and conditions hereof, on the Closing Date (as hereinafter defined), agrees to assign, transfer, deliver and convey unto , and agrees to acquire from for retirement, all of 's right, title and interest in and to the shares of 's authorized and outstanding Class B Common Stock now owned by (the " Shares").

Section 1.2. Exchange of Shares: Nomination and Endorsement Agreement

(a) In exchange for the transfer of the Shares, on the Closing Date, agrees to issue to , subject to the terms and conditions hereof, shares of 's Class A Common Stock and shares of its Class C Common Stock.

(b) The shares of 's Class A Common Stock issued to in connection herewith (the "Class A Shares") shall, once issued, have the same dividend rights, conversion rights, voting powers, preferences, priorities and other special rights and powers as all other issued and outstanding shares of 's Class A Common Stock.

(c) The shares of 's Class C Common Stock issued to in connection herewith (the "Class C Shares") shall be non-voting. shall have an option to sell (i.e. "put") the Class C Shares to , and shall be required to purchase such shares, at any time from and after the Closing Date, in the maximum quantities set forth on Schedule A attached hereto and incorporated herein by this reference and for the per share cash consideration hereinafter described.

On the second and third anniversaries of the Closing Date, shall have an option to purchase (i.e. "call") those Class C Shares not yet put to in the maximum quantities set forth on Schedule A and for the per share cash consideration hereinafter described. The put or call cash consideration payable for the Class C Shares pursuant to this Section 1.2(c) shall be $ per share (for an aggregate cash consideration not to exceed $600,000) plus an interest factor which shall accrue from the Closing Date through the date of sale or purchase pursuant to a put or call provided for in this Section 1.2(c).

The interest shall be a fixed annual rate equal to the prime rate announced by The Boatmen's National Bank of St. Louis on the Closing Date plus one percent (1%). Any party exercising its rights to a put or call hereunder shall give written notice thereof to the other party in accordance with the provisions of Section 7.1 hereof.

(d) In the event of any voluntary or involuntary liquidation, dissolution or winding up of , the holders of the Class C Shares shall be entitled to receive out of the assets of available for distribution to the stockholders, before any distribution of assets shall be made to the holders of other shares of capital stock, an amount equal to the value of any unexercised put or call rights provided for in Section 1.2(c) above.

(e) Concurrently with the exchange of the Shares for the Class C Shares, (i) and shall enter into a five (5) year nomination agreement substantially in the form of Exhibit A attached hereto (the "Nomination Agreement"), and (ii) and the Select Stockholders (as hereinafter defined) shall enter into a five (5) year voting agreement substantially in the form of Exhibit B attached hereto (the "Voting Agreement").

Section 1.3. Exchange Procedures: Surrender of Certificates.

On the Closing Date, shall surrender to , or its duly authorized designee, possession of all certificates representing the Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the Shares to , together with a duly executed letter indicating 's intent to have the surrendered shares canceled.

Section 1.4. The Closing.

The closing of the transactions contemplated hereunder (the "Closing") shall take place at , at p.m. time on , or at such other date, time or place upon which the parties may mutually agree (the "Closing Date").

Section 1.5. Actions At Closing.

At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others:

(a) shall deliver the following documents to :

(1) A certificate signed by an authorized officer of stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing.

(2) A copy of the resolutions duly adopted by the Board of Directors and stockholders of authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(3) Certificates representing the Class A Shares and the Class C Shares registered in the name of .

(4) The Nomination Agreement duly executed by and the Voting Agreement duly executed by , and (collectively referred to as the "Select Stockholders").

(5) The opinion of 's counsel substantially in the form of Exhibit D attached hereto.

(b) shall deliver the following documents to :

(1) A certificate signed by an authorized officer of stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing.

(2) A copy of the resolutions duly adopted by the Executive Committee of authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(3) The certificates representing the Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the Shares to for retirement, together with a duly executed letter indicating 's intent to have the surrendered shares canceled.

(4) The Nomination Agreement and the Voting Agreement, each duly executed by .

ARTICLE TWO

REPRESENTATIONS AND WARRANTIES OF

Section 2.1. Corporate Organization and Capital Stock.

(a) is a corporation duly organized, validly existing and in good standing under the law of the State with full power and authority to carry on its business as now being conducted.

(b) The authorized capital stock of consists of (i) 500,000 shares of Class A Common Stock, of which, as of the date hereof, 219,881 shares are issued and outstanding, and (ii) 125,000 shares of Class B Common Stock, of which, as of the date hereof, 24,185 shares are issued and outstanding.

(c) The Class A Shares and the Class C Shares that are to be issued to hereunder, when so issued in accordance with the terms of this Agreement, will be validly issued and outstanding, fully paid and non-assessable.

Section 2.2. Authorization.

On the Closing Date, (i) there will be no provision in 's Restated Articles of Incorporation or in its By-Laws, as amended, which prohibits or limits 's ability to consummate the transactions contemplated hereby, (ii) shall have the right, power and authority to enter into this Agreement and to consummate all of the transactions and fulfill all of the obligations contemplated hereby and (iii) the execution and delivery of this Agreement and the due consummation by of the transactions contemplated hereby will have been duly authorized by all necessary corporate action of the Board of Directors and stockholders of .

Section 2.3. No Conflict or Violation.

Subject to the fulfillment of all of the conditions set forth in Article Five hereof, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby in accordance herewith, nor compliance by with any of the provisions hereof will result in, as of the Closing Date: (i) a violation of or a conflict with any provision of 's Restated Articles of Incorporation or By-Laws, as amended, (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which is a party, or (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law.

Section 2.4. Litigation and Proceedings.

There is no action, suit, proceeding or investigation pending or, to the knowledge of , threatened which challenges the validity of this Agreement or the transactions contemplated hereby.

ARTICLE THREE

REPRESENTATIONS AND WARRANTIES OF

Section 3.1. Corporate Organization.

is a not-for-profit corporation duly organized, validly existing and in good standing under the laws of the State with full power and authority to carry on its business as it is now being conducted.

Section 3.2. Authorization.

has full right, power and authority to enter into this Agreement and to consummate or cause to be consummated all of the transactions and to fulfill all of the obligations contemplated hereby.

Section 3.3. No Conflict or Violation.

Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby nor compliance by with any of the provisions hereof will result in a violation of or a conflict with any provision of the Articles of Incorporation or By-Laws of .

Section 3.4. Litigation and Proceedings.

There is no action, suit, proceeding or investigation pending or, to the knowledge of , threatened which challenges the validity of this Agreement or the transactions contemplated hereby.

Section 3.5. Title to Shares.

possesses good and marketable title to the Shares and has full right to transfer the same as contemplated herein.

Section 3.6 Sale of Substantially All Assets.

The Shares do not constitute all or substantially all of the assets of .

ARTICLE FOUR

AGREEMENTS OF PARTIES

Section 4.1. Agreements of .

(a) shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to and use reasonable efforts to prevent or promptly remedy the same.

(b) shall submit the following matters for the approval of the stockholders at the next annual meeting: this Agreement, the Nomination Agreement, an amendment to the Restated Articles of Incorporation authorizing the issuance of a new class of non-voting common stock to be designated "Class C Common Stock", and such other amendments as may be required to effect this Agreement and the transactions contemplated hereby.

(c) shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof.

Section 4.2. Agreements of .

(a) shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to and use reasonable efforts to prevent or promptly remedy the same.

(b) At the next annual meeting of stockholders, shall, as record holder of all 24,185 shares of the issued and outstanding Class B Common Stock, vote all such shares in favor of this Agreement, the Nomination Agreement, and the required amendments.

(c) shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof.

ARTICLE FIVE

CONDITIONS PRECEDENT TO THE EXCHANGE

Section 5.1. Conditions to the Obligations of .

's obligations to effect the exchange shall be subject to the satisfaction (or waiver by ) of the following conditions prior to or on the Closing Date:

(a) The representations and warranties made by in this Agreement shall be true in all material respects on and as of the Closing Date.

(b) shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement.

(c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect.

(d) All necessary approvals, consents and authorizations required by law for consummation of the exchange including approval by the stockholders and approval by the Executive Committee on or before shall have been obtained.

(e) shall have received all executed documents required to be received from on or prior to the Closing Date.

Section 5.2. Conditions to the Obligations of .

's obligations to effect the exchange shall be subject to the satisfaction (or waiver by ) of the following conditions prior to or on :

(a) The representations and warranties made by in this Agreement shall be true in all material respects on and as of the Closing Date.

(b) shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement.

(c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect.

(d) All necessary approvals, consents and authorizations required by law for consummation of the exchange including approval by the Executive Committee on or before shall have been obtained.

(e) shall have received the opinion of 's counsel substantially in the form of Exhibit D attached hereto.

(f) shall have received all executed documents required to be received from on or prior to the Closing Date.

ARTICLE SIX

TERMINATION OR ABANDONMENT

Section 6.1. Mutual Agreement. This Agreement may be terminated by the mutual written consent of the parties at any time prior to the Closing Date.

Section 6.2. Breach of Agreements. In the event there is a material breach in any of the representations and warranties or agreements of or , which breach is not cured within thirty (30) days after notice to cure such breach is given by the non-breaching party, then the non-breaching party may terminate and cancel this Agreement by providing written notice of such action to the other party hereto.

Section 6.3. Failure of Conditions. In the event any of the conditions to the obligations of either party are not satisfied or waived as specified in Article Five hereof, then the party for whose benefit such conditions were imposed may terminate and cancel this Agreement by delivery of written notice of such action to the other party.

Section 6.4. Authorization of Class C Common Stock. In the event that the stockholders are unable or fail to take such action as may be required to authorize the transactions herein provided, then may terminate this Agreement by giving written notice to .

ARTICLE SEVEN

MISCELLANEOUS PROVISIONS

Section 7.1. Notices.

Any notice or other communication shall be in writing and shall be deemed to have been given or made on the date of delivery in the case of hand delivery, or three (3) business days after deposit in the United States Registered Mail, postage prepaid, or upon receipt if transmitted by facsimile telecopy or any other means.

Section 7.2. Liabilities. In the event that this Agreement is terminated pursuant to the provisions of Section 6.2 or Section 6.3 hereof, then the non-breaching party or the party for whose benefit such conditions were imposed shall be entitled to recover appropriate damages from the breaching party; provided, however, that in the event this Agreement is terminated by reason of a failure of a condition precedent set forth in certain subsections, no party hereto shall have any liability to any other party for costs, expenses, damages or otherwise.

Section 7.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and cancels any and all prior discussions, negotiations, undertakings and agreements between the parties relating to the subject matter hereof.

Section 7.5. Headings and Captions. The captions of Articles and Sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

Section 7.6. Waiver. Amendment or Modification. The conditions of this Agreement which may be waived may only be waived by notice to the other party waiving such condition. This Agreement may not be amended or modified except by a written document duly executed by the parties hereto.

Section 7.7. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; (c) "or" is not exclusive; and (d) words in the singular may include the plural and in the plural include the singular.

Section 7.8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument.

Section 7.9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns. There shall be no third party beneficiaries hereof.

Section 7.10. Governing Law; Assignment. This Agreement shall be governed by the law of the State of . This Agreement may not be assigned by either of the parties hereto.

Section 7.11. Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is ineffective to the extent of any such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof.

IN WITNESS WHEREOF, the undersigned have set their hand on the date first above written.

Schedule A

Closing through day prior to 1st anniversary of Closing:

1st anniversary of Closing through day prior to 2nd anniversary of Closing:

2nd anniversary of Closing through day prior to 3rd anniversary of Closing:

3rd anniversary of Closing and thereafter:

Exhibit A - Nomination Agreement

THIS NOMINATION AGREEMENT is made and entered into as of the day of , 20, by and between HOLDING CO. and STATE MEDICAL ASSOCIATION.

1. Nomination Covenants. During the term of this Agreement, the Council shall submit annually in writing, on or before December 1 of each year, the name of a candidate to the Nominating Committee for election to the Board of Directors.

2. Proxy Materials. The name of the candidate shall be included as a management nominee in the Proxy Statement circulated in advance of the annual meeting of the shareholders.

3. Composition of the Board. During the term of this Agreement, each member of the Board of Directors shall serve a term of three (3) years.

4. Issuance of Additional Shares. The company may issue additional shares, warrants, rights or options during the term of this Agreement, provided that the effect of such issuance does not dilute the right to elect one (1) Director each term.

5. Limitation of Ownership. During the term of this Agreement, the association shall not, without consent, directly or indirectly acquire additional shares so as to increase its percentage ownership to more than fifteen percent (15%).

6. Term. The term of this Agreement shall begin on the closing of the transactions contemplated in the Share Exchange Agreement and shall expire sixty (60) months thereafter.

7. Shareholder Approval. This Agreement shall be presented to the shareholders for approval at the annual meeting of shareholders.

Exhibit B - Voting Agreement

THIS VOTING AGREEMENT is made and entered into as of the day of , 20, by and between HOLDING CO., STATE MEDICAL ASSOCIATION, and the Select Shareholders.

1. Covenants of the Select Shareholders.

a. At any meeting of shareholders called to vote upon the Share Exchange Agreement and the Nomination Agreement, the Select Shareholders shall vote the Shares in favor of the agreements and related amendments.

b. The Select Shareholders shall vote the Shares against any transaction or proposal which would impede, frustrate, prevent, impair or nullify the agreements.

c. During the term of this Voting Agreement, the Select Shareholders shall vote all Shares cumulatively in such manner as shall be necessary to elect the nominee whose name shall appear on the proxy materials.

d. During the term of this Voting Agreement, each of the Select Shareholders agrees that this Voting Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any transferee.

2. Representations and Warranties. Each of the Select Shareholders severally represents and warrants that such Select Shareholder is the beneficial and record owner of, and has full power and authority to dispose of and the unrestricted right to vote, the number of shares set forth opposite such Select Shareholder's name in Schedule A.

3. Legends. The Shares shall be legended to indicate that such Shares are subject to the terms and conditions of this Voting Agreement.

4. Limitation of Ownership. During the term of this Voting Agreement, the association shall not, without consent, directly or indirectly acquire additional shares so as to increase its percentage ownership to more than fifteen percent (15%).

5. Term. The term of this Voting Agreement shall begin on the closing of the transactions contemplated in the Share Exchange Agreement and shall expire sixty (60) months thereafter.

Signature Sections

Exhibit C - Surrender Letter

Date:

To:

Re: Share Exchange Agreement dated as of between Holding Co. and State Medical Association

In accordance with the requirements of that certain Share Exchange Agreement, hereby surrenders possession of the enclosed certificates representing all 24,185 shares of the issued and outstanding Class B Common Stock and intends that these certificates, and the shares represented thereby be marked "canceled".

Exhibit D - Counsel Opinion

Date:

Re: Share Exchange Agreement and related documents

We have acted as counsel to and its wholly owned subsidiary in connection with the execution and delivery of, and consummation of the transactions contemplated by the Share Exchange Agreement, the Nomination Agreement, the License Agreement and the Reciprocal Assistance Agreement.

Based thereon, we are of the opinion that:

1. The parties are corporations duly organized, validly existing and in good standing under the laws of the State of .

2. Each party has the requisite corporate power and authority to execute, deliver and perform its obligations under the related documents.

3. The shareholders and directors have taken all action necessary to authorize the execution and delivery of the documents and consummation of the transactions contemplated thereby.

4. The documents have been duly authorized, executed and delivered and constitute valid and legally binding obligations.

5. The Class A Shares and the Class C Shares, when delivered in exchange for the Class B Shares, will be duly authorized, validly issued and outstanding, fully paid and non-assessable.