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                                                                    EXHIBIT 4.45

                                FIRST AMENDMENT
                                       TO
                         TO LOAN AND SECURITY AGREEMENT

         This First Amendment to Loan and Security Agreement (the "Amendment")
is executed as of April 3, 2003, by ADDISON YORK INSURANCE BROKERS, LLC, a
Delaware limited liability company ("Borrower"), and TEXTRON FINANCIAL
CORPORATION, a Delaware corporation ("Lender").

RECITALS

A.       Lender and Borrower have established a discretionary revolving credit
         facility pursuant to that certain Loan and Security Agreement dated as
         of July 31, 2002 (the "Agreement").

B.       B. Lender and Borrower wish to amend certain provisions of the
         Agreement, as more particularly set forth in this Amendment.

AGREEMENT

         In reliance upon the representations, warranties and covenants of
Borrower set forth in the Agreement, as hereby amended, Lender and Borrower
agree as follows:

1.       Capitalized terms not defined in this Amendment shall have the
         definitions given to them in the Agreement, where applicable, or the
         Uniform Commercial Code as the same may be amended from time to time.

2.       The definition of "Adjustable Net Worth" set forth in paragraph 1 of
         the Agreement is hereby deleted:

3.       The definition of "Coverage Ratio" set forth in paragraph 1 of the
         Agreement is hereby deleted:

4.       Paragraph 1 of the Agreement is amended by adding the following
         definition thereto:

         ""Dollar" and "$" means, unless otherwise specifically stated, United
         States dollars."

5.       Paragraph 3 of the Agreement is amended by adding the following at the
         end thereof

         "The foregoing notwithstanding, for the period from and after the date
         of this Amendment, as set forth above, through June 30, 2003, Borrower
         shall not be required to pay the Minimum Interest. From and after July
         1, 2003, Borrower shall be required to pay the Minimum Interest at all
         times unless (a) there has been a Loan advance under the terms of the
         Agreement, and (b) the balance of the Loans outstanding is greater than
         zero. Nothing set forth in this paragraph shall reduce, waive or
         otherwise modify Borrower's obligation to pay


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         earned interest hereunder. Notwithstanding the forgoing, no Minimum
         Interest shall apply following the date of termination of this
         Agreement and satisfaction of all Obligations.."

6.       Paragraph 8 of the Agreement is amended by deleting it in its entirety
         and substituting therefore the following:

         "8. Prepayment. In the event Borrower elects to prepay the Loans in
         full and otherwise voluntarily terminates this Agreement, Borrower
         shall pay Lender the Principal Sum plus accrued but unpaid interest on
         the Promissory Note and all other Obligations in whole or in part at
         any time without notice bonus or penalty; provided, however, in the
         event of a default by Borrower, which default causes a termination of
         this Agreement to occur, unless all Obligations are paid in full within
         seven days after notice to the Borrower by the Lender demanding full
         payment of the Loan as a result of the occurance of the event of
         default, Borrower shall, in addition to all other payments due as
         provided in this Agreement, pay Lender a termination fee equal to 4.0%
         of the Maximum Loan Amount. Any partial prepayment shall be applied
         first against any fees or other charges, then second against accrued
         and unpaid interest, then third against the Principal Sum, until all
         amounts due Lender are paid in full. The security interest created by
         Borrower in favor of Lender pursuant to this Agreement, and all other
         rights and remedies of Lender pursuant to this Agreement, shall
         continue in full force and effect notwithstanding any termination of
         this Agreement, until the Principal Sum, all accrued and unpaid
         interest, all Obligations and all other obligations owing from Borrower
         to Lender are discharged in full."

7.       Paragraph 140) of the Agreement is amended by deleting therefrom the
         dollar amount "$25,000" and substituting the dollar amount "$100,000"
         thereat.

8.       Paragraph 14(m) of the Agreement is deleted in its entirety.

9.       Paragraph 14(n) of the Agreement is amended by deleting it in its
         entirety and substituting therefore the following:

         "at any time permit its Leverage Ratio of the Combined Entity to be
         greater than the following:

                  (i)      6.0 to 1.0 as of the date of Borrower's first
                           acquisition hereunder (the "First Acquisition");

                  (ii)     3.0 to 1.0 as of the first anniversary date of the
                           First Acquisition; and

                  (iii)    1.5 to 1.0 as of the second anniversary of the First
                           Acquisition and at all times thereafter."

10.      Paragraph 14(o) of the Agreement is deleted in its entirety.

11.      Paragraph 14(p) of the Agreement is deleted in its entirety.


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12.      Paragraph 14(r) of the Agreement is amended by deleting it in its
         entirety and substituting the following therefore:

         "at any time permit EBITDA of the Combined Entity to be less than
         CDN$125,000 as of each fiscal quarter end of Borrower, as determined by
         Lender, in its discretion."

13.      As a condition to Lender making a loan advance to Borrower to fund the
         First Acquisition, Borrower shall deposit cash collateral with a United
         States based bank acceptable to Lender, in its sole discretion in the
         form of a money market account in an amount equal to not less than
         eighty percent (80%) of the amount of the Loan advance for the First
         Acquisition. Lender agrees that not more frequently than each month end
         Borrower may request Lender to release from its security interest the
         amount in the money market account in excess of 80% of the remaining
         Loan balance. Borrower hereby acknowledges and agrees that the security
         interests created pursuant to the Agreement shall apply to such money
         market account, and Borrower shall take all action and execute all
         documents that Lender may require in its sole discretion in connection
         therewith and in furtherance thereof.

14.      The parties to this Amendment acknowledge and agree that the security
         interests created pursuant to the Agreement shall remain in full force
         and effect and shall constitute the Agreement shall remain in full
         force and effect and shall constitute the legal, valid, binding and
         enforceable obligations of Borrower, and nothing contained in this
         Amendment shall be deemed a release of any of the Collateral.

15.      Borrower hereby represents and warrants to Lender that after giving
         effect to this Amendment:

         (a)      each and every one of the representations and warranties made
                  by or on behalf of Borrower in the Agreement or the related
                  loan documents is true and correct in all respects on and as
                  of the date hereof, except to the extent that any of such
                  representations and warranties related, by the expressed terms
                  thereof, solely to a date prior hereto;

         (b)      Borrower has duly and properly performed, complied with and
                  observed each of its covenants, agreements and obligations
                  contained in the Agreement and related loan documents;

         (c)      no event has occurred or is continuing, and no condition
                  exists which would constitute an Event of Default;

         (d)      Borrower has legal power and authority to execute and deliver
                  this Amendment;

         (e)      the officer executing the Amendment on behalf of Borrower has
                  been duly authorized to execute and deliver the same and bind
                  Borrower with respect to the provisions provided for herein;


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         (f)      the execution and delivery hereof by Borrower and the
                  performance and observance by Borrower of the provisions
                  hereof do not violate or conflict with the organizational
                  documents, regulations or operating agreement of Borrower or
                  any law applicable to Borrower or result in the breach of any
                  provision of or constitute a default under any agreement,
                  instrument or document binding upon or enforceable against
                  Borrower;

         (g)      this Amendment constitutes a valid and legally binding
                  obligation upon Borrower in every respect; and

         (h)      the Agreement, as amended by this Amendment, constitutes a
                  valid and legally binding obligation of Borrower, enforceable
                  against Borrower in accordance with its terms, without
                  defense, counterclaim or offset.

16.      This Amendment shall not be effective until each party named on the
         signature pages of this Amendment shall have executed and delivered a
         counterpart of this Amendment.

17.      Except as expressly amended by the terms of this Amendment, all terms,
         covenants and provisions of the Agreement are and shall remain in full
         force and effect without further modification or amendment.

18.      Borrower hereby releases, waives, extinguishes, forever discharges and
         covenants not to sue Lender from and with respect to any and all
         actions, causes of action, suits, debts, obligations, agreements, dues,
         sums of money, accounts, reckonings, bonds, bills, specialties, loans,
         invoices, covenants, contracts, controversies, promises, variances,
         trespasses, claims, damages, demands, judgments, executions, decrees;
         discrimination suits or charges, costs and attorneys' fees, whatsoever,
         in law, admiralty, equity, arbitration or otherwise, whether known or
         unknown, accrued or unaccrued, foreseen or unforeseen, matured or not
         matured, that Borrower had or now has as of the date of this Amendment.
         The matters released, waived, extinguished and discharged hereby
         include any and all claims for attorneys' fees; any and all contract,
         tort or common law claims; and any and all claims under any federal,
         state or local statute, ordinance or regulation or under any federal,
         state or local common law.

19.      This Amendment may be executed in several counterparts, each of which
         shall be deemed to be an original, and such counterparts shall
         constitute but one and the same instrument.

20.      This Amendment, contains the entire and exclusive agreement of the
         parties with reference to all matters discussed in this Amendment, and
         this Amendment supersedes all prior drafts and communications with
         respect thereto. This Amendment shall be deemed incorporated into, and
         made a part of, the Agreement.


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         The undersigned, pursuant to due authority, have caused this Amendment
to be executed as of the date set forth above.

ADDISON YORK INSURANCE BROKERS

By:    (signed) Primo Podorieszach
Name:  Primo Podorieszach
Title: CEO

TEXTRON FINANCIAL CORPORATION

By:    (signed) Michael Giulioli
Name:  Michael G. Giulioli
Title: Vice President