FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT


 


THIS
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the
"Amendment") is dated to be effective as of June 30, 2012, by and between UNIQUE UNDERWRITERS, INC., a
Texas corporation (the “Employer”), and SAMUEL WOLFE (the “Employee”).


 


WITNESSETH:


 


WHEREAS, Employer
and Employee have entered into that certain Employment Agreement (the “Agreement”), dated August 8, 2011, pursuant
to which Employee agreed to be employed by Employer; and


 


WHEREAS,
Employer and Employee desire to enter into this Amendment, pursuant to certain provisions of the Agreement regarding compensation
and termination which have been revised; and


 


WHEREAS,
these recitals are incorporated in and made a part of this Amendment for all purposes;


 


NOW, THEREFORE,
for and in consideration of the premises, mutual promises, obligations and covenants contained herein, the parties
hereto agree as follows:


 


		1.	Section
                                                                                                                                                                                                             3.1
                                                                                                                                                                                                             a.
                                                                                                                                                                                                             and
                                                                                                                                                                                                             b.
                                                                                                                                                                                                             of
                                                                                                                                                                                                             Article
                                                                                                                                                                                                             III
                                                                                                                                                                                                             of
                                                                                                                                                                                                             the
                                                                                                                                                                                                             Agreement
                                                                                                                                                                                                             are
                                                                                                                                                                                                             hereby
                                                                                                                                                                                                             amended
                                                                                                                                                                                                             in
                                                                                                                                                                                                             their
                                                                                                                                                                                                             entireties
                                                                                                                                                                                                             to
                                                                                                                                                                                                             read
                                                                                                                                                                                                             as
                                                                                                                                                                                                             follows:
                                                                                                                                                                                                             



 


a.     
“an annual salary of $130,000.00, payable to Employee on a weekly basis; and


 


b.    
an amount equal to 5% of Total Annual Revenue received by Employer, described below, determined on a cash basis during
each fiscal year, provided and on the condition that Employee’s employment by Employer is not terminated by Employer
pursuant to Article IV hereof. “Total Annual Revenue” shall be defined herein the total revenue received by
Employer during its fiscal year from all sources, including but not limited to, insurance commissions, leads and sales of membership
packages. All payments due under this Section 3.1 shall be paid within thirty (30) days after determination of the Total Annual
Revenue by Employer.


 


2. Article IV, Section
4.1 d. of the Agreement is hereby amended in its entirety to read as 


follows:


 


“If
Employee should voluntarily terminate his employment with Employer.”


 


3. In
the event of any conflict between this Amendment and the Agreement, the terms and provisions of this Amendment shall control.
Except as otherwise provided in this Amendment, the remaining terms and provisions of the Agreement shall not be affected and
shall remain in full force and effect.





 


4. In
the event any term or provision of this Amendment is invalid or unenforceable for any reason the remaining terms and provisions
hereof shall remain in full force and effect.


 


5. This Amendment shall
be construed and enforced in accordance with the laws of


the State of Texas and is performable
in Dallas County, Texas.


 





 


EMPLOYER: 


 


UNIQUE UNDERWRITERS,
INC.


a Texas corporation


 


 


By:


Samuel Wolfe,
President & CEO


 


 


EMPLOYEE:


 


 


________________________________________________


SAMUEL WOLFE


 











    	(1)



    	 



    



 


 





EMPLOYMENT
AGREEMENT


 


 


This EMPLOYMENT
GREEMENT (the “Agreement”) is made and entered into as of the 8th day of August, 2011, by and between
UNIQUE UNDERWRITERS, INC., a Texas corporation (the “Employer”), and SAMUEL WOLFE (the “Employee”).


 


WITNESSETH:


 


WHEREAS, Employer
is engaged in business, among other things, of selling insurance products, through an agent network; and


 


WHEREAS,
Employer and Employee desire to enter into the Agreement, pursuant to which Employee will be employed by Employer; and


 


WHEREAS,
these recitals are incorporated in and made a part of this Agreement for all purposes;


 


NOW, THEREFORE,
for and in consideration of the premises, mutual promises, obligations and covenants contained herein, the parties hereto agree
as follows:


 


ARTICLE I


TERM OF EMPLOYMENT


 


Employer hereby
employs Employee, and Employee hereby accepts employment with Employer, for a period commencing on the date hereof (the “commencement
date”), and continuing until terminated as provided in this Agreement.


 


ARTICLE II


DUTIES OF EMPLOYEE


 


2.1General
Duties of Employee. Employee is hereby employed as President and CEO. Employee shall have general and active day to day management
of the business of Employer and shall see that all orders and resolutions of the board of directors are carried into effect. Employee
shall be responsible for development of business strategies, policies, and marketing programs for all of Employer’s insurance
divisions and for establishing strategic plans, short and long range goals, measurable objectives and time frames for implementing
such plans. Employee shall execute bonds, notes, documents, mortgages and any other contracts on behalf of Employer except where
the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the
corporation. In the absence of the chairman of the board or in the event the board of directors shall not have designated a chairman
of the board, the president shall preside at meetings of the shareholders and the board of directors.


 


2.2Adherence
to Rules. Employee shall adhere to and obey all rules, regulations and policies as may be adopted governing the conduct of
employees of Employer. Employee also agrees to abide by all rules and regulations imposed by any governing authority having jurisdiction
over Employer’s business operations and applicable to Employee in the course of his employment by Employer.


2.3Engagement
in Other Employment. During the term of this Agreement, Employee shall devote his entire productive time, ability and attention
to the business operations of Employer. Employee shall not, without the consent of Employer, directly or indirectly, alone or as
a partner, officer, director, stockholder, employee or consultant of any other person, entity, association, agency, organization
or institution be engaged in any other profession or business which would necessitate Employee’s giving any portion of his
time and effort to such activity as deemed significant by Employer. Furthermore, during the term of this Agreement, and for a period
of thirty-six (36) months thereafter, Employee shall not circumvent Employer financially, or in any other way, or to a client of
Employer pursuant to this Agreement.


 






    	(2)



    	 



    
 


ARTICLE III


COMPENSATION


 


3.1Compensation.
As total compensation for Employee’s services rendered hereunder, Employee shall be entitled to receive from Employer the
following:


 


		a.	an annual salary of $100,000.00, payable to Employee on a weekly basis; and



 


		b.	an
                                                                                                                                                   amount
                                                                                                                                                   equal
                                                                                                                                                   to
                                                                                                                                                   5%
                                                                                                                                                   of
                                                                                                                                                   Submitted
                                                                                                                                                   Production
                                                                                                                                                   from
                                                                                                                                                   the
                                                                                                                                                   Mortgage
                                                                                                                                                   and
                                                                                                                                                   Final
                                                                                                                                                   Expense
                                                                                                                                                   divisions,
                                                                                                                                                   described
                                                                                                                                                   below,
                                                                                                                                                   determined
                                                                                                                                                   on
                                                                                                                                                   a
                                                                                                                                                   cash
                                                                                                                                                   basis
                                                                                                                                                   during
                                                                                                                                                   each
                                                                                                                                                   fiscal
                                                                                                                                                   year,
                                                                                                                                                   provided
                                                                                                                                                   and
                                                                                                                                                   on
                                                                                                                                                   the
                                                                                                                                                   condition
                                                                                                                                                   that
                                                                                                                                                   Employee’s
                                                                                                                                                   employment
                                                                                                                                                   by
                                                                                                                                                   Employer
                                                                                                                                                   is
                                                                                                                                                   not
                                                                                                                                                   terminated
                                                                                                                                                   by
                                                                                                                                                   Employer
                                                                                                                                                   pursuant
                                                                                                                                                   to
                                                                                                                                                   Article
                                                                                                                                                   IV
                                                                                                                                                   hereof.
                                                                                                                                                   “Submitted
                                                                                                                                                   Production”
                                                                                                                                                   shall
                                                                                                                                                   be
                                                                                                                                                   defined
                                                                                                                                                   herein
                                                                                                                                                   as
                                                                                                                                                   any
                                                                                                                                                   insurance
                                                                                                                                                   business
                                                                                                                                                   submitted
                                                                                                                                                   to
                                                                                                                                                   Employer
                                                                                                                                                   through
                                                                                                                                                   the
                                                                                                                                                   efforts
                                                                                                                                                   of
                                                                                                                                                   Employee.
                                                                                                                                                   “Mortgage
                                                                                                                                                   and
                                                                                                                                                   Final
                                                                                                                                                   Expense
                                                                                                                                                   divisions”
                                                                                                                                                   shall
                                                                                                                                                   be
                                                                                                                                                   defined
                                                                                                                                                   herein
                                                                                                                                                   as
                                                                                                                                                   two
                                                                                                                                                   different
                                                                                                                                                   distribution
                                                                                                                                                   channels
                                                                                                                                                   with
                                                                                                                                                   different
                                                                                                                                                   agents
                                                                                                                                                   and
                                                                                                                                                   sales
                                                                                                                                                   platforms,
                                                                                                                                                   such
                                                                                                                                                   that
                                                                                                                                                   “Mortgage”
                                                                                                                                                   generates
                                                                                                                                                   leads
                                                                                                                                                   from
                                                                                                                                                   people
                                                                                                                                                   that
                                                                                                                                                   are
                                                                                                                                                   new
                                                                                                                                                   and
                                                                                                                                                   existing
                                                                                                                                                   home
                                                                                                                                                   owners
                                                                                                                                                   and
                                                                                                                                                   from
                                                                                                                                                   people
                                                                                                                                                   that
                                                                                                                                                   have
                                                                                                                                                   refinanced
                                                                                                                                                   on
                                                                                                                                                   their
                                                                                                                                                   homes
                                                                                                                                                   and
                                                                                                                                                   “Final
                                                                                                                                                   Expense”
                                                                                                                                                   generates
                                                                                                                                                   leads
                                                                                                                                                   from
                                                                                                                                                   lower
                                                                                                                                                   income
                                                                                                                                                   seniors
                                                                                                                                                   ages
                                                                                                                                                   50
                                                                                                                                                   –
                                                                                                                                                   85.
                                                                                                                                                   All
                                                                                                                                                   payments
                                                                                                                                                   due
                                                                                                                                                   under
                                                                                                                                                   this
                                                                                                                                                   Section
                                                                                                                                                   3.1
                                                                                                                                                   shall
                                                                                                                                                   be
                                                                                                                                                   paid
                                                                                                                                                   within
                                                                                                                                                   thirty
                                                                                                                                                   (30)
                                                                                                                                                   days
                                                                                                                                                   after
                                                                                                                                                   determination
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Submitted
                                                                                                                                                   Production
                                                                                                                                                   by
                                                                                                                                                   Employer
                                                                                                                                                   for
                                                                                                                                                   the
                                                                                                                                                   period
                                                                                                                                                   in
                                                                                                                                                   question.



 


ARTICLE IV


TERMINATION
OF EMPLOYMENT


 


4.1Events
Causing Termination. Employee’s employment with Employer and all Employer’s obligations under this Agreement shall
immediately terminate, without liability to Employer, upon the occurrence of any one of the following events:


 


		a.	Employee’s death;



 


		b.	Employee’s permanent disability as determined by the Employer;



 


		c.	Employee is convicted by a court of competent jurisdiction of fraud, misappropriation, embezzlement,
dishonesty, or other similar act; or



 


		d.	both Employee and Ralph Simpson agree that Employee should voluntarily terminate his employment
with Employer.



 


4.2Effect
of Termination:


4.2.1Benefits
Generally. In the event of Employee’s ceasing to be employed by Employer for any reason whatsoever, all benefits shall
immediately cease, subject to applicable law regarding continuation of benefits beyond a term of employment. Furthermore, if the
Agreement shall be terminated then any rights that Employee may have to any stock options, warrants, right to receive shares or
similar rights to receive stock in the Employer shall become immediately null and void and of no further force and effect.


 


4.2.2 Books
and Records. Upon termination of Employee pursuant to this Agreement, all books, records, journals, diaries, devices, records,
data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials,
flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items or personal and regular
files concerning Employer, Employer’s business operations and the employment of Employee with Employer (collectively, the
“Books and Records”) shall belong to and remain the property of Employer. Employee agrees that at the time of
his termination he shall deliver the Books and Records to the Employer (and will not keep in his possession, recreate or deliver
the Books and Records to anyone else). Employee further agrees that any property situated on the Employer’s premises and
owned by the Employer, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by
Employer personnel at any time with or without notice.


 


4.3Survival
of Remedies. No termination of the Employee’s employment with Employer or of this Agreement shall prejudice any other
remedy that Employer may be entitled to, either at law, in equity, or under this Agreement.


 


ARTICLE V


RESTRICTIVE COVENANTS


 


5.1Restrictive Covenant.
In consideration of the specialized training provided and to be provided by Employer to Employee, during Employee’s employment
with Employer, with respect to the insurance business, Employee agrees that, for a period of thirty six (36) months following the
termination of his employment by Employer pursuant to the Agreement, Employee shall not (i) perform services in any manner of the
kind performed for Employer hereunder for any person entity, association, agency, organization or institution that is a competitor
of Employer and is located or doing business in the State of Texas, or (ii) perform services in a manner of the kind performed
for Employer hereunder for any person, entity, association, agency, organization or institution that is a competitor of Employer
and that had a material contract or arrangement with Employer for services during Employee’s term of employment. For purposes
of this Section 5.1, a person, entity, association, agency, organization or institution will constitute a competitor of
Employer if he, she or it is, or his, her or its business is reasonably characterized as being similar to Employer’s business.


 


It is understood
and agreed that the covenants contained in this Section 5.1 are reasonable as to time, area, and scope and do not impose
a greater restraint on Employee in light of the Employee’s activities on behalf of Employer and the business of Employer
and its future plans on the date of execution of the Agreement. Employee further agrees that the covenants and agreements contained
in this Section 5.1 are supported by the independent valuable consideration of the inducement for the Employer to retain
the services of the Employee.


 


5.2Confidential
Information: Intellectual Property.


 


a.               
Employee acknowledges that Employee will have access to various confidential or proprietary information concerning Employer
of a special and unique value, which information may include, without limitation, (i) books and records relating to operations,
financial condition, sales, personnel, payroll and management, (ii) policies and matters relating to the operations of Employer;
(iii) various trade or business secrets, including business strategies, insurance policies and products, plans and programs, business
opportunities, marketing or business diversification plans, business development and bidding techniques, methods and processes,
financial data and the like, and (iv) selling techniques, operations information, sales information, distribution information,
customer and prospect lists, customer needs, marketing concepts, and methods and techniques in conducting Employer’s business
operations and similar materials (all such information concerning Employer being hereinafter collectively referred to as the “Protected
Information”). Employee further recognized, acknowledges and agrees that all aspects of Employer’s business operations
are, and shall remain, as between Employer and Employee, Employer’s exclusive property and are special and unique.


 


b.               
Employee shall not following the termination of his employment, knowingly make any independent use of or disclose to any
other person or organization any of the Protected Information.


 


c.               
Employee shall promptly disclose to Employer any and all strategies, policies, plans, programs and systems, marketing concepts
and other ideas and improvements to Employer’s business operations, whether or not capable of being protected under any intellectual
property law or common law concepts, which are conceived or made by Employee, solely or jointly with another person, during the
period of Employee’s employment with Employer and Employee hereby assigns and agrees to assign all Employee’s interests
therein to Employer or to Employer’s designee. Employee shall execute any and all applications, assignments or other instruments
which Employer shall deem necessary to protect Employer’s interest therein.


 


5.3Solicitation
of Employees, Consultants and Other Parties. Employee agrees that during the term of his employment pursuant to the Agreement,
and for a period thirty six (36) months following the termination of his employment by Employer pursuant to the Agreement,
Employee shall not either directly or indirectly solicit, induce, recruit or encourage any of the
Employer’s employees or consultants to terminate their relationship with the Employer, or take away, hire, or otherwise engage
the services of such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants
of the Employer, either for himself or for any other person or entity. Furthermore, for a period of thirty six (36) months following
the termination of his employment with the Employer pursuant to the Agreement, Employee shall not solicit any licensor to or customer
of the Employer or licensee of the Employer’s products, in each case, that are known to him, with respect to any business,
products or services that are competitive to the products or services offered by the Employer or under development as of the date
of the termination of his employment with the Employer pursuant to the Agreement.


5.4Remedies.
In the event of a breach or threatened breach by Employee of the provisions of the Agreement, Employer and Employee agree that
Employer will be irreparably harmed thereby and that Employer shall be entitled to injunctive relief restraining or enjoining Employee
from competing with Employer, or from using or disclosing, in whole or in part, the Protected Information, and/or the Books and
Records, all as set forth in this Agreement. Nothing herein shall prohibit Employer from pursing any other remedy available to
it for such breach or threatened breach, including the recovery of damages and attorney’s fees from Employee.


 


5.5Survival
of Remedies. The covenants and agreements contained in this Article V shall survive the termination of Employee’s
employment with Employer.


 



    	(3)



    	 



    
 





ARTICLE
VI


GENERAL PROVISIONS


 


6.1Notice.
Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail
if sent certified, postage prepaid, with return receipt requested. Mailed notices shall be deemed given when mailed and shall be
addressed to the parties at the following addresses:


 


 


If to Employer:Unique
Underwriters, Inc.


5650 Colleyville
Blvd.


Colleyville,
TX 76034


Attn: President


 


If to Employee:SAMUEL
WOLFE


___________________________


___________________________


 


6.2Inclusion
of Entire Agreement Herein. The Agreement supersedes any and all other agreements, either oral or in writing, between the parties
hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties
with respect to such employment in any manner whatsoever.


 


6.3Successors
and Assigns. The Agreement shall inure to the benefit of Employer, its successors and assigns. Employee may not assign his
obligations under this Agreement or assign or otherwise convey any of his rights hereunder, nor subcontract or otherwise delegate
any of his obligations hereunder, to any third party. Any attempted or purported assignment, conveyance, subcontract, or delegation
shall be void and a material breach of the Agreement.


 


6.4Representation
and Warranty. Employee represents and warrants that Employee has not previously assumed any obligations inconsistent with those
of this Agreement or which would prevent or inhibit his performance of his duties pursuant to this Agreement.


 


6.5Waiver.
The waiver by any party of a default or a breach of any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any subsequent default or breach. No waiver shall be binding unless reduced to a writing signed by the
party against whom the waiver is sought to be enforced.


 


6.6Governing
Law; Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of Texas and the laws
of the United States applicable to transactions in the state of Texas. Any action or proceeding brought to enforce or interpret
the provisions of the Agreement shall be brought in the courts for the Northern District of Texas (if subject to the jurisdiction
of the federal courts) or the County of Tarrant, State of Texas (if not subject to the jurisdiction of the federal courts). Each
of the parties irrevocably submits itself to the jurisdiction and venue of such courts for purposes of any such action. The prevailing
party in any legal proceeding between the parties shall be entitled to recover, in addition to any other relief awarded, its costs
and expenses incurred in any such proceeding, including, without limitation, its attorneys fees, expert witnesses and court costs.



 


6.7Modification.
No modification or amendment to this Agreement shall be binding unless consented to in writing by both parties.


 


6.8Partial
Invalidity. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.


 


6.9Counterparts.
This Amendment may be executed in two counterparts, each of which will be deemed an original and all of which together will constitute
one instrument.


 


6.10Survival.
The terms and conditions of this Agreement shall survive the termination of the Agreement.


6.11ADVICE
OF COUNSEL. EMPLOYEE ACKNOWLEDGES THAT, IN EXECUTING THE AGREEMENT, HE HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT
LEGAL COUNSEL, AND HAS READ AND UNDERSTANDS ALL OF THE TERMS AND PROVISIONS OF THE AGREEMENT. THE AGREEMENT SHALL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION THEREOF.


EXECUTED as of the date first
written above.


 


 


EMPLOYER:


 


UNIQUE
UNDERWRITERS, INC.


a Texas
corporation


 


 





	By:	/s/ Ralph Simpson
	 	
        Ralph Simpson

        Chief Financial Officer and Controller,
        Chairman and Founder (Director)

	 	 	 


 


 


EMPLOYEE:


 


	/s/ Samuel Wolfe	 	CEO and President
	Samuel Wolfe	(Director)