EXHIBIT 10.4



                                                                  EXECUTION COPY


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into by and
among Sutter Holdings Company, Inc., a Delaware corporation ("Sutter") and its
affiliate, FLF, Inc. d/b/a Diversified Risk Insurance Brokers, a California
corporation (the "Company") and John C. Schreiner ("Executive"), effective as of
the 22nd day of November, 2004.

                                   WITNESSETH:


         WHEREAS, each of Sutter and the Company desire to assure themselves
that the Company shall have the services of Executive for the period provided in
this Agreement, and Executive is willing to serve in the employ of the Company
on a full-time basis for such period, all in accordance with the terms and
conditions contained in this Agreement;

         WHEREAS, a condition of Sutter and the Company entering into this
Agreement is Executive's execution and delivery of the Shareholder Covenant
Agreement (the "Covenant Agreement") dated as of the date hereof by and among
the Company, Sutter and the shareholders signatory thereto;

         WHEREAS, pursuant to the execution of the Covenant Agreement by
Executive, Executive is bound by the covenants set forth in Section 1 of the
Covenant Agreement; and

         WHEREAS, the execution and delivery of this Agreement by Sutter, the
Company and Executive are conditions to the consummation of the transactions set
forth in the Merger Agreement (the "Merger Agreement") dated as of November 22,
2004 by and among the Company, Sutter, Sutter Acquisition Company, a Delaware
corporation and the shareholders named therein.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Sutter, the Company and Executive hereby agree as follows:

     1. Employment.  The Company hereby employs Executive,  and Executive hereby
accepts such  employment with the Company for the period provided for in Section
2, all upon the terms and conditions contained in this Agreement. As a condition
to Executive's employment by the Company,  Executive affirms and represents that
Executive is under no obligation to any former employer or other person which is
in any way inconsistent with, or which imposes any restriction upon, Executive's
acceptance of employment  with the Company,  the  employment of Executive by the
Company, or Executive's undertaking under this Agreement.

     2. Term of Employment. Unless sooner terminated pursuant to Section 17, the
initial  term of  Executive's  employment  under this  Agreement  shall be for a
five-year  period  commencing  on the  effective  date hereof and  continuing to
September 30, 2009 (the "Initial  Term").  From and after September 30, 2009, on


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each  anniversary of the date of end of the Initial Term, the term of employment
(the "Employment  Term") shall  automatically  extend for a successive  one-year
term unless the Company elects not to extend the  Employment  Term by sending at
least 90 days'  prior  written  notice (a "Notice of  Nonextension")  thereof to
Executive.  A  termination  pursuant  to a Notice of  Nonextension  shall not be
considered a termination for "Cause."

     3. Duties.

     (a) General.  During the Employment  Term,  Executive  shall render general
insurance agency and/or brokerage, administrative and managerial services to the
Company, shall be based at Company's office in Emeryville,  California and shall
perform  such  other  reasonable  employment  duties as the  Company's  Board of
Directors  (the "Company  Board") or such executive as designated by the Company
Board may, from time to time,  prescribe.  During the Employment Term, Executive
shall  also  serve,  if  elected,  as an  officer or  director  of the  Company.
Executive shall devote substantially all of his business time, attention,  skill
and energy to the business of the Company, shall use his best efforts to promote
the  success  of the  Company's  business,  and shall  cooperate  fully with the
Company Board in the advancement of the best interests of the Company. Except as
may  otherwise  be  approved  in advance by the  Company  Board with  respect to
memberships  on the boards of directors  of, and other  offices or positions in,
companies  or  organizations  which,  in their  judgment,  will not  present any
conflict of interest  with Sutter and the Company or any of their  affiliates or
materially  affect the  performance  of  Executive's  duties  and except  during
vacation  periods and  reasonable  periods of absence due to sickness,  personal
injury or other disability,  Executive shall devote his full time throughout the
Employment Term to the services required of Executive;  provided, that Executive
may continue to serve on the board of directors or managing  body of  AssureSite
Technologies,  LLC and/or Ironsides, Inc. so long as these entities (i) continue
in their  respective  lines of current  business,  (ii) do not compete  with the
Company  or any of its  affiliates  and  (iii) do not  require  a  substantially
greater  amount of Executive's  time and attention than such entities  currently
require.  Executive  shall  render his  services  exclusively  to Sutter and the
Company and their affiliates  during the Employment Term in a manner  consistent
with the duties of Executive's position.

     (b)  Additional  Assurances.  During the entire  Initial Term,  the parties
expressly agree that Executive shall have duties and responsibilities  which are
consistent with those of an executive employee of the Company.  Thereafter,  the
parties expressly agree that Executive's job title and job duties may be changed
by the Company  Board,  but  Executive  shall still be considered a high ranking
executive   of  the   Company  and   Executive   shall  still  have  duties  and
responsibilities  which are  consistent  with that of a high  ranking  executive
employee and Executive's other rights under this Agreement (e.g.,  compensation,
benefits and expenses,  severance payments, etc.) shall remain in full force and
effect.

     4. Salary.  As  compensation  for the services to be performed by Executive
during the Employment  Term, the Company shall pay to Executive the compensation
as set forth on Exhibit A (the "Compensation").  The Compensation, including any
upward or downward  adjustments or increments  thereto and the  production-based
commission  compensation,  shall hereinafter be collectively  referred to as the
"Salary."  The payment of any Salary  hereunder  shall be subject to  applicable

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withholding  and payroll  taxes,  and such other  deductions  as may be required
under the Company's  employee benefit plans. Any Salary payable shall be paid in
installments in accordance with the Company's salary administration practices as
they may from  time to time  exist  and  subject  to  withholdings  and  payroll
deductions.

     5. Benefits.  In addition to the Salary required by Section 4 to be paid to
Executive during the Employment Term, Executive shall:

     (a) be eligible to  participate  in all  employee  fringe  benefits,  stock
option,  bonus and  incentive  compensation  programs  or plans and any  pension
and/or  profit  sharing  plans that may be  provided  by the Company for its key
executive  employees in accordance  with the  provisions of any such programs or
plans;

     (b) participate in any life or other similar  insurance plans,  medical and
health plans or other employee welfare benefit plans that may be provided by the
Company for its key executive employees in accordance with the provisions of any
such plans;

     (c) be entitled to annual paid  vacation in  accordance  with the Company's
policy (taking into account all of his years of service with the Company, to the
extent that the years of service are  relevant in  connection  with such policy)
that may be applicable to key executive employees; and

     (d) be entitled to sick leave and sick pay in  accordance  with any Company
policy that may be applicable to key executive employees.

         With reference to the above benefits, Sutter and the Company expressly
reserves the right to alter, modify, amend or terminate any such programs or
plans at any time and for any reason during the Employment Term; provided,
however, the Company shall provide Executive with at least the same level of
benefits as those provided to other key executive employees of the Company.

     6. Expenses; Indemnification. The Company shall, upon submission of expense
reports  acceptable  to the  Company,  reimburse  Executive in  accordance  with
existing  Company  policy for all  reasonable  and necessary  business  expenses
incurred  by him in  connection  with  the  performance  of  Executive's  duties
pursuant to Section 3 of this Agreement.  In addition, the Company shall defend,
indemnify  and hold  Executive  harmless from all costs,  expenses,  legal fees,
damages and any other liability  incurred by Executive as a result of performing
services in the scope of his employment with or as an officer, director or agent
for the benefit of the Company,  pursuant to applicable  California statutes and
the Company's articles of incorporation and/or bylaws but in any event excluding
fraud and willful misconduct.  The Company shall pay the expenses (including the
attorneys'  fees and  disbursements)  of the Employee  incurred in good faith in
connection with this Section 6 upon receipt of an undertaking by or on behalf of
the Employee to repay the amount if it is ultimately  determined by a court that
the Employee is not entitled to be  indemnified  pursuant to this Section 6. The
financial  ability the Employee to repay an advance shall not be a  prerequisite
to the making of the advance.

     7. Automobile  Allowance.  Executive  shall, in any case,  receive from the
Company an automobile  allowance of One Thousand ($1,000) Dollars per month. The
automobile  allowance shall be adjusted on each  anniversary of the commencement

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of this  Agreement to  prospectively  reflect  increases in the annual  Consumer
Price Index for All Urban Consumers (CPI-U) using the latest available published
index figure on the date of this Agreement as the base index figure.

     8. Death of Executive.  In the event  Executive's  employment is terminated
pursuant to Section 17(a), Executive's spouse or, if Executive is not married at
the time of his death,  the estate of  Executive  shall be  entitled  to receive
Executive's  Salary,  commissions  and benefits  earned in  accordance  with the
Company's standard  compensation policies through the date of death, in addition
to all other applicable reimbursable expenses and vested insurance benefits.

     9.  Disability  of  Executive.  In  the  event  Executive's  employment  is
terminated  as a  result  of  Disability,  as  defined  in  Section  17 of  this
Agreement,  Executive  shall be entitled to receive his Salary,  commissions and
benefits earned in accordance with the Company's standard  compensation policies
through  the  date  of  termination,   in  addition  to  all  other   applicable
reimbursable expenses and vested insurance benefits.

     10.  Termination  of  Executive  Other  Than  for  Cause:  Post-Termination
Payment. In the event Executive's  employment is terminated by the Company other
than  for  Cause  or  as  set  forth  in  Section  2  pursuant  to a  Notice  of
Nonextension,  Executive  shall  be  entitled  to  receive  Executive's  Salary,
commissions  and  benefits  earned in  accordance  with the  Company's  standard
compensation policies through the date of termination,  in addition to all other
applicable reimbursable expenses and vested insurance benefits. In addition, the
Company  shall pay to Executive  the greater of (i)  Executive's  Salary for the
eighteen (18) months immediately following such termination and (ii) Executive's
Salary for the number of months  remaining in the Initial  Term,  determined  by
taking the arithmetic average of Executive's monthly Salary for the prior twenty
four (24) months.  These payments will be paid in accordance  with the Company's
normal payroll process or in one lump sum, at the option of the Company,  within
30 days following the termination of Executive's employment.

     11.  Special  Bonus.  If  Executive  remains in the  employ of the  Company
through  September 30, 2009, the Company shall pay Executive a Special Bonus (as
defined below) in cash, less  applicable  federal,  state and local  withholding
taxes,  on October 30, 2010. As used in this  Agreement,  "Special  Bonus" shall
mean $400,000;  provided, that if Executive's commission and fee revenue for the
twelve (12) months  ending  September  30, 2010  (including  commission  and fee
revenue  from new  business  written  or placed by or  through  Executive  ("New
Business")) is less than 90% of  Executive's  commission and fee revenue for the
twelve  (12) months  ending  September  30, 2009 there shall be a  proportionate
reduction  in the Special  Bonus  using 90 as the  denominator  (e.g.  if 60% of
Executive's  commission  and fee  revenue as  determined  September  30, 2009 is
booked by the Company as of September 30, 2010,  then 60/90 or two-thirds of the
$400,000 Special Bonus ($266,667) shall be paid to Executive).

     The  Special   Bonus  shall  vest  100%  in  Executive   (or  his  personal
representative)  on the  date  that  Executive's  employment  with  the  Company
terminates  prior to  September  30,  2009 as a result of death,  disability  or
termination  by the Company  without Cause and be payable by the Company  within
thirty (30) days  following  death,  disability  or  termination  by the Company


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without Cause;  provided,  that such payment is subject to acceleration pursuant
to Section 20.

     12. Employment Relationship. Executive acknowledges that:

     (a)  Executive's  employment  by the  Company  creates  a  relationship  of
confidence  and trust between  Executive and the Company with respect to certain
information  applicable  to the  clients  and  customers  of the  Company or its
affiliates  which  may be made  known to  Executive  during  the  period  of his
employment.

     (b) The Company has a  proprietary  interest in documents  and  information
applicable to its business or to the business of its clients and customers which
may be made known to Executive  or  developed by Executive  during the period of
Executive's employment (hereinafter "Confidential Information").

     (c)  "Confidential  Information"  means  information  that is not generally
known to the public and that is used,  developed  or  obtained by the Company in
connection with its business,  including but not limited to information not made
available to the public about the Company's products and services,  sales, fees,
costs, pricing and pricing structures,  financial information marketing,  ideas,
developments,  research records, analyses,  technical data (including flowcharts
manuals  and  documentation),  data  bases,  information  on  computer  disks or
computer   print-outs,   computer  programs  and  computer  software  (including
operating systems, applications and program listings), processes,  copyrightable
works,  plans for product or service  improvement and development,  business and
strategic  plans,  lists  of  customers  or  clients,   financial   information,
forecasts,  customer records and any other information which derive  independent
economic  value,  actual or potential,  from not being  generally known by other
persons who can obtain economic value from its disclosure or use.

     (d) In the event  that  Executive,  either  prior to the date here of or as
part of his future  activities  on behalf of the Company  generates,  authors or
contributes to any invention,  design, new development,  device, product, method
or process  (whether or not  patentable  or reduced to  practice  or  comprising
Confidential  Information),  any  copyrightable  work (whether or not comprising
Confidential Information) or any other form of Confidential Information relating
directly or indirectly to the Company's business as now or hereinafter conducted
(collectively,   "Intellectual  Property"),  Executive  acknowledges  that  such
Intellectual  Property  is the  exclusive  property  of the  Company  and hereby
assigns all right,  title and interest in and to such  Intellectual  Property to
the Company; provided, for the avoidance of doubt, any of the foregoing relating
directly or indirectly to  AsssureSite  Technologies,  LLC's  business  shall be
excluded from the definition of Intellectual  Property.  Any copyrightable  work
prepared in whole or in part by Executive  will be deemed "a work made for hire"
under Section 201(b) of the 1976 Copyright Act, and the Company shall own all of
the rights  comprised in the copyright  therein.  Executive  shall  promptly and
fully disclose all Intellectual Property to the Company and shall cooperate with
the  Company  to  protect  the  Company's   interests  in  and  rights  to  such
Intellectual  Property  (including,  without  limitation,  providing  reasonable
assistance  in  securing  patent  protection  and  copyright  registrations  and
executing  all documents as  reasonably  requested by the Company,  whether such
requests occur prior to or after termination of Executive's  employment with the
Company).


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     13.  Company  Documents  and  Property.  Executive  acknowledges  that  the
Company's  Confidential  Information and Trade Secrets have commercial  value to
the Company and such information is the property of the Company.

     14.   Non-Disclosure   of  Trade  Secret   Information.   Executive  hereby
understands  and agrees that he will,  at all times,  conform his conduct to the
requirements  of the  California  Uniform Trade Secrets Act.  Executive will not
misappropriate  (e.g.,  use or disclose to any third  party) any trade secret of
the  Company.  Executive  recognizes  that  the  penalties  for a  trade  secret
violation include  disgorgement of profits,  payment of royalties,  compensatory
damages, punitive damages and attorneys' fees. Executive understands that he may
ask the Company to render an opinion as to whether the Company considers certain
knowledge  to be a trade  secret,  if such a question  should  arise.  Executive
understands  that,  upon  termination  of  employment  with the  Company for any
reason,  Executive  will continue to be prohibited at any time  thereafter  from
misappropriating any trade secret of the Company.

     15. Return of Property.  Upon termination of Executive's employment for any
reason,  or at any other time the Company  requests in writing,  Executive shall
immediately  deliver  to the  Company  all  memoranda,  notes,  plans,  records,
reports,  other documents (and copies thereof) and other property in Executive's
possession  or control  relating  to the  business  of the Company or any of its
affiliates.

     16. Company Bankruptcy. Notwithstanding anything herein to the contrary, in
the event that a petition for  adjudication  of either Sutter or the Company (or
any  successor  or assignee of either  entity),  as a voluntary  or  involuntary
debtor shall be filed under the laws relating to bankruptcy and said petition is
not  dismissed  within  thirty (30) days of filing,  then the  restrictions  and
covenants of Sections 12 and 14 shall immediately be null and void.

     17.  Termination.  Executive's  employment  shall  be  terminated  upon the
occurrence of any of the following:

     (a) the death of Executive;

     (b)  Executive's  disability  (as  such  term is  defined  pursuant  to the
provisions of the Company's  long-term  executive  disability plan, as in effect
from time to time) ("Disability");

     (c) the  termination of Executive's  employment by Executive at any time by
either  resignation or  retirement;  provided,  that Executive  submits 90 days'
prior written notice of such termination to the Company Board;

     (d) the  termination of  Executive's  employment by the Company at any time
"for Cause," such termination to take effect  immediately upon written notice by
the Company to Executive, after first giving Executive an opportunity to cure as
set forth in this  Agreement.  For  purposes  of this  Agreement,  the term "for
Cause" or  "Cause"  shall  mean:  (i) the  conviction  or plea of no  contest of
Executive with respect to any non-traffic  related offense that is a felony or a
crime  that  involves  misrepresentation;  (ii)  fraud  with  respect to Sutter,
Sutter's  subsidiaries,  the Company, the customers and suppliers of the Company
or Sutter (including,  without limitation,  the intentional  misappropriation or
attempted  intentional  misappropriation);  (iii)  an  act  of  Executive  which


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materially  breaches  his  obligations  to  Sutter  or the  Company  under  this
Agreement or the Covenant  Agreement;  (iv) the  existence of any court order or
settlement  agreement  prohibiting  Executive's  continued  employment  with the
Company;  or the revocation of Executive's  insurance agent or brokerage license
by  Executive's  state of residence  and such  revocation  becomes final and (v)
Executive's  gross and  continued  (1)  inattention  to,  (2)  neglect of or (3)
failure to  materially  perform  (other  than any such  failure  resulting  from
incapacity due to mental or physical  illness) the duties to be performed by him
under this Agreement as reasonably directed by the Company Board; provided, that
with respect to item (v),  Executive has received  sixty (60) days prior written
notice from the Company  Board  requesting a cure of such failure and  Executive
fails to cure such failure within a sixty (60) day period. If this definition is
not met, any termination by the Company  (regardless of the stated reason) shall
be treated,  for purposes of this  Agreement,  as a  termination  by the Company
without Cause; or

     (e)  subject  to the  terms  and  provisions  of  Sections  10 and 11,  the
termination of Executive's  employment by the Company other than for Cause, such
termination  to take effect upon 90 days' prior written notice by the Company to
Executive.

     18. Nonalienation.  Except as may otherwise be required by law, no right to
receive  payments  under  this  Agreement  shall  be  subject  to  anticipation,
commutation,   alienation,  sale,  assignment,   encumbrance,   charge,  pledge,
hypothecation or to execution, attachment, levy or similar process or assignment
by operation of law, and any attempt,  voluntary or  involuntary,  to effect any
such action shall be null, void and of no effect.

     19.  Assignment.  Executive  may not assign  this  Agreement  or any of his
rights or obligations hereunder.  The Companies,  in their sole discretion,  may
assign their respective rights and duties under this Agreement;  provided,  that
Sutter's and the Company's  obligations  are expressly  assumed in writing by an
assignee of  financial  wealth  comparable  to that of the  assigning  entity or
entities.  This Agreement  shall be binding upon and inure to the benefit of (a)
Sutter and the  Company  and their  respective  successors  and  assigns and any
purchaser  of either or both of Sutter and the Company or  substantially  all of
the assets of either or both of Sutter and the  Company and (b)  Executive,  and
his designees and his estate.

     20. Change in Control.  Notwithstanding  anything to the contrary expressed
or implied  herein,  Executive  shall vest 100% in and be paid the Special Bonus
set  forth in  Section  11  within 30 days of a Change  in  Control  of  Sutter.
Executive shall also be entitled to the  post-termination  payments set forth in
Section  10, if,  following  a Change in Control of  Sutter,  (i)  Executive  is
assigned to any duties,  responsibilities or geographic  location  substantially
inconsistent with his position, duties,  responsibilities or geographic location
with the Company  immediately prior to such Change in Control,  or his duties or
responsibilities  are  substantially  reduced as  compared  with such duties and
responsibilities  immediately prior to such Change in Control;  (ii) Executive's
Salary is materially reduced as compared to his Salary immediately prior to such
Change in Control of Sutter; or (iii) the Company fails to obtain the assumption
of its  obligations  to perform  this  Agreement by any  financially  comparable
successor; provided, that Executive is not terminated for Cause. For purposes of
this Agreement, a "Change in Control" of Sutter shall be deemed to have occurred
if a majority of the members of the  Sutter's  Board of  Directors  (the "Sutter
Board") are not Continuing Directors. For purposes of this Agreement "Continuing
Directors"  means  (a) any  member of the  Sutter  Board who was a member of the

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Sutter Board on the Closing Date (as defined in the Merger  Agreement),  and (b)
any  individual who becomes a member of the Sutter Board after the Closing Date,
if such  individual  was appointed or nominated for election to the Sutter Board
by a majority of the individuals who qualify as Continuing Directors on the date
of such election.

     21. Notices.  All notices,  demands or other  communications to be given or
delivered  under or by reason of the  provisions of this  Agreement  shall be in
writing and shall be deemed to have been given when delivered  personally to the
recipient or when sent by facsimile followed by delivery by reputable  overnight
courier  service,  or one day after  being sent to the  recipient  by  reputable
overnight  courier service (charges  prepaid).  Such notices,  demands and other
communications  shall  be sent to  Sutter,  the  Company  and  Executive  at the
addresses  indicated  below.  All  notices,  demands  and  other  communications
hereunder  may be given by any other means  (including  telecopy  or  electronic
mail),  but shall not be deemed to have been duly  given  unless and until it is
actually received by the intended recipient:

If to Sutter:              William Knuff, III, Co-Chairman, Co-CEO and CFO and
                           R. Michael Collins, President Sutter Holding Company,
                           Inc. 220 Montgomery Street, Suite 2100 San Francisco,
                           CA 94104 Facsimile: (415) 788-1515

With a copy to:            Eunu Chun, Esq.
                           Kirkland & Ellis, LLP
                           153 East 53rd Street
                           New York, NY  10022?4611
                           Facsimile: (212) 446-4900

If to the Company:         Michael P. Flynn
                           Diversified Risk Insurance Brokers
                           5900 Christie Ave.
                           Emeryville, CA  94608
                           Facsimile: (510) 547-5648

If to Executive:           John C, Schreiner
                           [redacted]

With a copy to:            David M. Mosier, Esquire
                           Knox McLaughlin Gornall & Sennett, P.C.
                           120 West 10th Street
                           Erie, PA 16501-1461
                           Facsimile: (814) 453-4530


         Any party may change the address to which notices are to be sent to it
by giving ten (10) days' written notice of such change of address to the other
party in the manner hereinafter provided for giving notice. Notices will be

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considered delivered on the date of personal delivery or on the date of deposit
in the United States mail in the manner above provided for giving notice by
mail.

     22.  Governing  Law.  This  Agreement  shall be governed by,  construed and
enforced in accordance  with the laws of the State of California  without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of California or any other jurisdiction).

     23. Severability. If any provision of this Agreement shall be determined to
be invalid,  illegal or unenforceable in whole or in part,  neither the validity
of the remaining part of such provision nor the validity of any other  provision
of this Agreement shall in any way be affected.

     24. Waiver. Failure to insist upon strict compliance with any of the terms,
covenants or conditions of this  Agreement  shall not be deemed a waiver of such
term, covenant or condition, nor shall any waiver or relinquishment of any right
or power  under  this  Agreement  at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.

     25.  Entire  Agreement;   Modifications:  and  Conditions.  This  Agreement
constitutes  the entire  agreement  of the parties  with  respect to the subject
matter hereof and supersedes  all prior  agreements,  oral and written,  between
Sutter, the Company and Executive with respect to Executive's  employment.  This
Agreement may be modified or amended only by an instrument in writing  signed by
all of Sutter, the Company and Executive.

     26.   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same agreement.

     27.  Headings.  The various  headings of this  Agreement  are  inserted for
convenience  only and shall not affect the  meaning  or  interpretation  of this
Agreement or any of its provisions.

     28. Remedies.  The parties  acknowledge that a remedy at law for any breach
or threatened breach of the provisions of this Agreement would be inadequate and
therefore  agree that the other party shall be  entitled to  injunctive  relief,
both  preliminary and permanent,  in addition to any other available  rights and
remedies in case of any such breach or  threatened  breach;  provided,  however,
that nothing  contained  herein shall be construed as  prohibiting  either party
from  pursuing any other  remedies  available  for any such breach or threatened
breach. The parties further  acknowledge and agree that in the event of a breach
by the other party of any  provision of this  Agreement,  the  prevailing  party
shall be  entitled,  in addition to all other  remedies to which the  prevailing
party may be entitled under this Agreement,  to recover from the breaching party
all  reasonable  attorney  fees and costs  incurred by the  prevailing  party in
enforcing this Agreement.


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         IN WITNESS WHEREOF, Sutter, the Company and Executive have duly
executed and delivered this Agreement as of the day and year first above
written.

                                   EXECUTIVE


                                   By:      _______________________________

SUTTER HOLDINGS COMPANY, INC.      FLF, INC. d/b/a DIVERSIFIED RISK
                                   INSURANCE BROKERS


                                   By:      _______________________________
By:      _________________________
                                   Its:     _______________________________
Its:     _________________________



























                    [Signature Page to Employment Agreement]
<PAGE>




                                    EXHIBIT A


Management Fee. For the period ending September 30, 2005, the Company shall pay
Executive a Management Fee equal to $ 25,000.00 Thereafter, for each twelve (12)
month period ending September 30,2009, the Company shall pay Executive a
Management Fee equal to $ 25,000.00 (.0041%) percent of the total FLF, Inc.
d/b/a Diversified Risk Insurance Brokers' commission and fee revenue (including
contingent and profit sharing commissions).

Production-Based Commissions. In addition to the Management Fee, the Company
shall pay Executive production-based commissions based on a percentage of the
gross revenues received by the Company (including, without limitation, all
commissions and fees) which are derived from clients/customers which are
serviced by Executive and others at the Company and for which Executive is
responsible. The parties expressly agree as follows:

(1)    For "Existing Accounts" (defined as all accounts listed by the Company
       under Producer Code # JCS prior to October 1, 2004), the Company shall
       pay Executive a 25% production-based commission on renewal coverage and
       50% on new coverages.

(2)    For "New Accounts" (defined as all accounts not serviced by the Company
       as of October 1, 2004, not purchased or acquired by payment of
       consideration or other remuneration by the Company or any affiliate from
       or after October 1, 2004) which are serviced by Executive and others at
       the Company and for which Executive is responsible, the Company shall pay
       the percentage of production-based commission to Executive under its then
       current Producer Compensation Schedule as may be amended from time to
       time at the discretion of the Company; provided, however, that Executive
       will receive the same percentage of production-based commission as other
       similarly situated key executives.

Bonus Plan. Executive shall be eligible to participate in the Diversified Risk
Bonus Plan generally providing that twenty (20%) percent of the amount by which
actual GAAP EBITDA exceeds target GAAP EBITDA, with certain adjustments, shall
be allocated and paid annually by the Company Board. The specific terms of the
Bonus Plan are incorporated herein by reference.

                                    EXECUTIVE


                                    By:      _______________________________

SUTTER HOLDINGS COMPANY, INC.       FLF, INC. d/b/a DIVERSIFIED RISK
                                    INSURANCE BROKERS


                                    By:      _______________________________
By:      ________________________   Its:     _______________________________
Its:     ________________________