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Exhibit 10.4
 AMENDED AND RE-STATED EMPLOYMENT AGREEMENT




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EMPLOYMENT AGREEMENT
 TABLE OF CONTENTS
 PAGES1.
    
    EMPLOYMENT
    
    
    11.1
    
    General Duties and Title
    
    
    11.2
    
    Other Positions of Executive
    
    
    22.
    
    TERM
    
    
    23.
    
    REMUNERATION
    
    
    24.
    
    WITHHOLDING
    
    
    35.
    
    INSURANCE AND OTHER BENEFIT PLANS
    
    
    36.
    
    VACATIONS, ILLNESS AND HOLIDAYS
    
    
    47.
    
    BUSINESS EXPENSES
    
    
    48.
    
    INDEMNIFICATION
    
    
    49.
    
    TERMINATION OF EMPLOYMENT
    
    
    59.1
    
    Termination by the Company for Cause
    
    
    59.2
    
    Definition of Cause
    
    
    59.3
    
    Determination of For Cause Termination
    
    
    59.4
    
    Termination by the Company Without Cause
    
    
    69.5
    
    Voluntary Termination by the
Executive
    
    
    69.6
    
    Disability Termination
    
    
    79.7
    
    Termination Due to Executives Death
    
    
    710.
    
    RESTRICTIVE COVENANTS; CONFIDENTIALITY; OWNERSHIP OF PROCEEDS OF EMPLOYMENT
    
    
    710.1
    
    Solicitation of Employees;
Customers; Agents or Representatives etc
    
    
    710.2
    
    Confidential Records
    
    
    810.3
    
    Ownership of Proceeds of Employment
    
    
    910.4
    
    Survival
    
    
    910.5
    
    Enforceability; Remedies
    
    
    911.
    
    MISCELLANEOUS PROVISIONS
    
    
    911.1
    
    Severability
    
    
    911.2
    
    Execution in Counterparts
    
    
    911.3
    
    Notices
    
    
    1011.4
    
    Entire Agreement and Subsequent Amendments
    
    
    1111.5
    
    Applicable Law
    
    
    1111.6
    
    Headings
    
    
    1111.7
    
    Binding Effect; Successors and Assigns
    
    
    1111.8
    
    Waiver
    
    
    1111.9
    
    Warranty and Capacity to Contract
    
    
    1211.10
    
    Arbitration
    
    
    1211.12
    
    Survival
    
    
    1211.13
    
    Costs of Preparation and Negotiation of Agreement
    
    
    13




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EMPLOYMENT AGREEMENT
  WITNESSETH THAT
 WHEREAS,
 WHEREAS,
 NOW THEREFORE,
 1.
    
    EMPLOYMENT1.1
    
    General Duties and TitleOn the Effective Date, the Company hereby employs Executive with the
title/s designated in Exhibit A (the Position Description) attached
hereto and forming a part of this Agreement.Executives primary responsibilities and duties are as described in
Exhibit A. The primary responsibilities and duties of the Executive
may be altered or amended by either (i) the mutual agreement of the
Company and the Executive; or (ii) the establishment of new or
modified duties, as determined by the Company after consultation with
the Board of Directors of the Company (the Board). Any modifications
or alterations to the duties assigned to the Executive will be
consistent with the customary duties of a Chief Executive Officer and
the education, background and experience of the Executive. Executive
shall faithfully and substantially perform for the Company all such
duties. Executive shall report to and take direction primarily from
the Board. Executive agrees to act in the capacity of a member or
officer of such boards as he may be appointed without remuneration
other than the remuneration to which Executive Is otherwise entitled
under this Agreement.Services rendered by Executive shall be rendered in accordance with
recognized insurance and financial industry standards and recognized
codes of conduct or ethics. Executive shall further promote and
enhance the business purposes of the Companyby
entertainment and other means, including participation in professional
organizations and activities, attendance at insurance, financial, or
industry conventions and seminars, and membership in insurance or
financial industry societies.
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1.2
    
    Other Positions of ExecutiveNotwithstanding the foregoing, the Company acknowledges that the
Executive has other business interests and ownerships as well as
serving on the Boards of Directors of other companies including
companies in which the Employee is a stockholder or owner. Subject to
the provisions of Section 10 hereof, the Company acknowledges and
consents to the continuation of these ownerships and relationships,
provided they do not materially impair performance of the Executives
duties under this Agreement.2.
    
    TERMThe employment of Executive hereunder shall commence on the Effective Date and shall,
unless this Agreement is sooner terminated as provided in Section 9 hereof, continue until
April 30, 2006 and thereafter for additional one (1) year terms until each successive
April 30 (each an Anniversary Date) provided, however, that if written notice of
termination of this Agreement is given by party hereto to the other party hereto at feast
ninety (90) days prior to an Anniversary Date, then this Agreement shall terminate no
later than the Anniversary Date next following the date of such notice.3.
    
    REMUNERATIONThe Company (and/or an affiliate acting on behalf of the Company) will pay, or provide, to
Executive as compensation for services to be rendered under Section 1 hereof, the
following amounts:
 (a)
    
    Monthly Base SalaryA base salary (Base Salary) at the monthly equivalent rate of Two Hundred Thousand
Dollars ($200,000) per annum.(b)
    
    Stock Rights under the Companys 2004 Nonstatutory Stock Option Plan,
as, Amended (Option Plan)Options under the Option Plan to purchase up to 500,000 shares of the common stock
of the Company on the terms and conditions set forth in the Stock Option Agreement
being adopted by the parties simultaneously herewith.
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(i)
    
    if any person, as defined in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934 (Act) (other than a current 10%
beneficial owner (as defined in Rule 13d-3 under the Act) of the Companys
Securities) becomes the beneficial owner, directly or indirectly, of more
than fifty percent (50%) of the combined voting power of the then issued
and outstanding securities of the Company; or(ii)
    
    the sale, transfer, or other disposition of all or
substantially all of the assets of the Company, whether by sale of
assets, merger, or otherwise.
 (c)
    
    Living ExpensesThe Company shall provide the Executive with appropriate living quarters in or
proximate to Canton, Ohio, and use of an automobile for the term hereof. Weekly
round trip air travel on a regularly scheduled passenger airline carrier between
Canton, Ohio and the Executives residence in Stamford, Connecticut will be paid for
by the Company.(d)
    
    Discretionary Cash BonusA cash bonus payable to the Executive at such times and in such amounts as the
Company may, in its sole discretion, determine.
 4.
    
    WITHHOLDINGExecutive agrees that the Company shall withhold from any and all payments required to be
made to Executive pursuant to this Agreement all actual or potential Federal, State, local
and/or other taxes the Company determines are required or potentially will be required, to
be withheld in accordance with applicable statutes and/or regulations from time to time in
effect.5.
    
    INSURANCE AND OTHER BENEFIT PLANSExecutive shall be entitled, during the period of employment with the Company, to
participate in (i) the life insurance and disability insurance plans available to
executives of the Company, including such accidental death or other benefits as may be
provided under such plans, and (ii) the health and dental and vision plans available to
officers (and their immediate families) of the Company, and (iii) such other employee
benefit plans, including all employee welfare benefit plans and employee pension benefit
plans, that currently are or will be made generally available to executives and salaried
employees of the Company. Participation by or inclusion of the Executive in any benefit
plan maintained by the Company shall be provided only to the extent that the Executive Is
eligible under the terms and conditions of the applicable plan and, if required pursuant
to the plan, the employee meets any insurance underwriting or other conditions validly
required by the provider or carrier of the plan or the contracts, policies, or other terms
of eligibility or participation issued in connection with the plan.
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6.
    
    VACATIONS, ILLNESS AND HOLIDAYSWithout any loss or reduction of remuneration, Executive shall be entitled to be absent
from Executives duties with the Company by reason of vacation for four (4) weeks for each
year or illness for (4) four weeks for each year during the term of this Agreement. In
addition, the Executive shall be entitled to such national and religious holidays as
generally approved by the Company. The Executive shall be entitled to carry forward any
unused sickness, vacation or holiday time accrued during a year to successive years of
this Agreement until used.7.
    
    BUSINESS EXPENSESThe Company recognizes that, in connection with Executives performance of his duties,
functions and responsibilities hereunder, Executive will incur certain reasonable and
necessary expenses. The Company agrees to pay or promptly reimburse Executive for all such
reasonable business expenses, which are incurred in connection with the Companys
business, upon the presentation of statements setting forth the nature and amount of such
expenses in reasonable detail, in accordance with the Companys generally applicable
guidelines and procedures from time to time.8.
    
    INDEMNIFICATIONThe Company shall indemnify, defend and hold harmless Executive, and shall cause each
applicable entity controlled by the Company (defined for purposes of this Section 8 as a
Subsidiary) to indemnify, defend and hold harmless Executive for general directors
and/or officers liability in the normal course of Executives services on Company business
or Subsidiary business, to the fullest extent allowed by law.To secure its indemnification obligations the Company has and shall maintain in full force
and effect through the term of this Agreement directors and officers insurance coverage
the provisions of which are summarized at Exhibit B. The use of the Companys insurance
coverage or policy to secure its or any Subsidiarys indemnification on litigation shall
not, however, limit the obligation of the Company or any Subsidiary to indemnify the
Executive for claims or expenses either below the annual or periodic deductible limit in
the policy or in excess of the policy limits or for items or events not covered by the
policy.The Company shall be obligated, and shall cause each applicable Subsidiary, to pay the
claims or expenses of the Executive required under this Section 8, including defense cost,
directly to the third party to whom payment is due and owing, without the necessity of the
Executive making such payment and seeking reimbursement from the Company or the
Subsidiary.To the extent that the Executive is successful on the merits or otherwise in defense of
any action, suit, or proceeding, or in defense of any claim, issue or matter brought
against the Executive, the Executive shall be indemnified by the Company, and the Company
shall cause each applicable Subsidiary to indemnify the Company, against all expenses,
including defense and legal fees, incurred by the Executive.The provisions of this Section 8 shall survive the termination or expiration of
Executives employment under this Agreement irrespective of the reason for such
termination, provided that nothing herein shall be construed to provide Executive with
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any greater coverage or coverage for any period longer than Executive would have been
entitled to receive under the terms of such insurance policy referred to herein (other
than deductible and policy dollar limits).9.
    
    TERMINATION OF EMPLOYMENT9.1
    
    Termination by the Company for CauseIn the event that Executive is removed from office by the Company for cause (as hereinafter defined), the employment of
Executive under this Agreement shall terminate and Executive shall be entitled to receive all remuneration and benefits
accrued hereunder to the date of such termination except for unvested Options under the Option Plan and Insurance which
would by its terms lapse.No other or further payment of benefits under this Agreement will be due upon Termination for Cause, except as required by
law, or under the Companys insurance and other employee benefit plans and the procedures referred to in Sections 5 and 7.9.2
    
    Definition of CauseFor purposes of this Agreement, the term cause shall mean (1) any willful material neglect by Executive, or material
failure by Executive to substantially perform the duties and responsibilities of the Executives office or offices (other
than any such failures resulting from Executives incapacity due to illness or injury), or (ii) any malfeasance or gross
misconduct by Executive in connection with the performance of any of the duties or responsibilities or otherwise which
would, in the view of a reasonable person, be materially prejudicial to the interests of the Company or any of its
affiliates if Executive were retained in the respective office or offices, including without limitation, conviction of a
felony, or (iii) actual indictment for, or formal admission to a felony or crime of moral turpitude, dishonesty, breach of
trust or unethical business conduct or any crime involving the Company, or (iv) repeated material failure to adhere to the
policies and directions of the Board of Directors, or failure of the Executive to devote sufficient time and efforts to the
business of the Company and the duties and responsibilities hereunder so as to result In material impairment of the
Executives performance hereunder, and with respect to 9.2.(i) or 9.2.(ii) or 9.2.(iv) herein, there has been a failure to
cure such breach or a failure to modify Executives conduct within 30 days of receiving written notice of such breach
specifying the factual reasons supporting the proposed dismissal for cause.9.3
    
    Determination of For Cause TerminationA determination of a for cause termination shall be made by the Company as follows:
 (a)
    
    The Chairman of Board shall first make a preliminary determination that the
Executive should be reviewed for discharge for cause, The Company will not be
required to provide any preliminary notice to the Executive of its intention to
investigate the possible discharge of the Executive for cause.(b)
    
    After investigating the circumstances surrounding the possible for cause
termination of the Executive, the Company, through the Chairman, may
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immediately relieve or suspend the Executive from the Executives position by
providing notice to the Executive. Upon notice of the suspension, the Executive
shall immediately vacate the premises and remove all personal property from the
premises of the Company. The Company shall have the absolute right to review any and
all material in the possession of the Executive on the Company premises to determine
those items, which are proprietary to the Company. After sorting the appropriate
items, all personal items shall be delivered to the Executive at the location
designation reasonably selected by the Executive.(c)
    
    After concluding its investigation, the Company, through the Chairman of the
Board, shall make a determination whether the Executive should be discharged for
cause. The determination for discharge for cause shall be timely communicated in
writing to the Executive.(d)
    
    Until terminated, notwithstanding that any of the foregoing procedures are
taking place, or have taken place, the Executive shall be entitled to and shall
continue to accrue all remuneration and benefits provided for under this Agreement.9.4
    
    Termination by the Company Without CauseThe Company expressly reserves the right to terminate the employment,
or materially reduce the responsibilities, of Executive at any time
for no reason or for any reason.In the event that Executives employment is so terminated or altered
under this Section, Executive shall be entitled to receive:Six (6) monthly payments of the current monthly Base Salary, paid
pursuant to the Companys normal payroll practicesIn addition to the above payments if permitted under the appropriate
plan documentation and if allowed by law, all health, dental and life
insurance coverage provided to Executive under the employee benefit
plans will be extended for such period as the Company is obligated to
make monthly Base Salary payments to Executive in terms of this
Section, unless Executive becomes covered by other employer plans. if
coverage extensions are not permitted by law or under the plans, the
Company shall pay to the Executive periodic bonuses equal to the
insurance premium cost which would have been required as if the
Executive were covered under the plan.Any unvested employer contributions attributable to Executive under
any pension plan, shall be accelerated and deemed vested as of the
date of termination of employment without cause. If the acceleration
of vesting is not permitted by law or under the terms of the plan, the
Company shall, in lieu of accelerated vesting, pay a bonus to the
Executive in the amount of the account forfeiture under the plan.9.5
    
    Voluntary Termination by the ExecutiveExecutive shall be entitled, with not less than ninety (90) days
written notice, to voluntarily terminate employment with the Company.
If Executive elects such termination, Executive shall be entitled to
receive the Executives monthly Base Salary
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defined under Section 3 and benefits defined under Section 5 until the end of
such notice period. Executive shall also be entitled to exercise any vested
rights under Sections 5 and 6.Even though the Executive is required to give not
less than ninety (90) days advance written notice,
the Company shall have the option to require that the
Executive discontinue service on behalf of the
Company at any time upon receipt of advance written
notice of the Executives election to terminate;
provided, however, that in such event the Company
shall be required to continue the Base Salary and
benefit payments through the ninety (90) day notice
period.9.6
    
    Disability; TerminationThe Executives employment shall terminate if the
Executive becomes so disabled as to be unable to
substantially perform the services of the character
contemplated by this Agreement, and such disability
continues for a period of ninety (90) consecutive
days. The Executives employment shall terminate at
the conclusion of the 90-consecutive day disability.
In such event, the Executive shall be entitled to
receive the Executives monthly Base Salary defined
under Section 3 and benefits defined under Section 5
until the end of the 90-consecutive day disability
period. Executive shall also be entitled to exercise
any vested rights under Sections 5 and 6.For purposes of this Agreement the term disability
or disabled shall mean a physical or mental
condition resulting from a bodily injury or disease
or mental disorder which renders the Executive
incapable of engaging in substantial gainful activity
of the character contemplated by this Agreement and
which can be expected to be of a long and continued
duration. The disability of the Executive shall be
determined by the Board based upon competent medical
authority. The determination of a disability may be
made by the Board independent of such determination
being made under any other disability insurance plan
sponsored or funded by the Company.9.7
    
    Termination Due to Executives DeathThis Agreement shall terminate if the Executive shall
die, in which event the Executives estate or
personal representative shall not be entitled to
continue to receive Base Salary payments permitted
under Section 3 or other benefits permitted under
this Agreement, other than the monthly Base Salary
for the period until death and those benefit
continuation requirements imposed as a matter of law.
With respect to other benefit entitlement under the
bonus plan or other similar plans, the Executives
estate shall only be permitted to such rights or
benefits as otherwise provided in those plan
documents.10.
    
    RESTRICTIVE COVENANTS; CONFIDENTIALITY; OWNERSHIP OF PROCEEDS OF EMPLOYMENT10.1
    
    Solicitation of Employees; Customers; Agents or Representatives etc.Executive agrees that, during the term of employment hereunder, and for a period of one
(1) year after the Company no longer employs Executive, Executive shall not, directly or
indirectly:
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(a)
    
    solicit, entice, persuade or induce any individual who is then or has been
within the preceding six-month period, an employee of the Company or any of its
subsidiaries or affiliates, to terminate his or her employment with the Company or
any company controlled by or under common control with the Company. (defined for
purposes of this Section 10 as an Affiliate), or to become employed by or enter
into contractual relations with any other individual or entity, and the Executive
shall not approach any such employee for any such purpose or authorize or knowingly
approve the taking of any such actions by, any other individual or entity; or,(b)
    
    except in accordance with Executives duties hereunder, solicit, entice,
persuade or induce any individual or entity which is then, or has within the
preceding twelve month period been, a customer, distributor or supplier, or policy
owner, agent or representative of the Company or any of its Affiliates to terminate
or materially reduce his, her or its contractual or other relationship with the
Company or any of its subsidiaries or affiliates, and the Executive shall not
approach any such customer, distributor, supplier, policy owner, agent or
representative for such purpose or authorize or knowingly approve the taking of any
such actions by any other individual or entity.(c)
    
    For purposes of this Agreement, where the Executive has been Terminated without
Cause under Section 9.4, such restrictive period of one (1) year shall commence at
the time provided under 9.4 for the Executives receipt of the final monthly payment
under Section 9.4.10.2
    
    Confidential RecordsIn the course of employment, Executive will have access to
confidential information, records, data, specifications, and other
knowledge owned by the Company or its subsidiaries or affiliates,
Executive agrees that at no time during or after the term of
employment shall the Executive remove or cause to be removed from the
premises of the Company or its subsidiaries or affiliates, any
record, file, memorandum, document, equipment or like item relating
to the business of the Company or its subsidiaries or affiliates
except in furtherance of Executives duties hereunder, and
immediately following the termination of Executives employment
hereunder or at any other time at the request of the Board of
Directors, all such records, files, memoranda, documents, equipment
and like items then in Executives possession will promptly be
returned to the Company. Executive further agrees that, during and
after the term of employment, Executive shall not without the written
consent of the Company or a person authorized thereby, disclose to
any person, other than an employee of the Company its subsidiaries or
affiliates or a person to whom disclosure is reasonably necessary or
appropriate in connection with the performance by Executive of duties
as an executive of the Company, any confidential information obtained
by Executive while in the employ of the Company with respect to any
business methods, plans, policies, products and/or personnel of the
Company or its subsidiaries or affiliates, the disclosure, including
speaking with the press, of which would, in the view of a reasonable
person, be injurious or damaging to the business of the Company or
its subsidiaries, or affiliates, provided, however, that confidential
information shall not include any information known generally to the
public (other than as a result of unauthorized disclosure by
Executive), or any information of a type not otherwise
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considered confidential by persons engaged in the same business or a business
similar to that conducted by the Company.10.3
    
    Ownership of Proceeds of EmploymentExecutive acknowledges that the Company shall be the
sole owner of all the fruits and proceeds of the
Executives services hereunder, including without
limitation all ideas, concepts, formats, suggestions,
developments, arrangements, designs, packages,
programs, promotions and other properties relating to
the businesses of the Company, which Executive may
create in connection with and during the term of
employment hereunder, free and clear of any claims by
the Executive of any kind or character whatsoever
(other than Executives right to compensation and
benefits hereunder).10.4
    
    SurvivalThe provisions of this Section 10 shall survive any
termination or expiration of Executives employment
under this Agreement, irrespective of the reason
therefore.10.5
    
    Enforceability; RemediesThe parties hereto agree that a breach by Executive
of any of the provisions of Section 10. hereof will
cause the Company great and irreparable injury and
damage. By reason of this, Executive acknowledges
that, in the event of a breach by Executive of any of
the provisions of Section 10 hereof, the Company
shall be entitled, in addition and as a supplement to
any other rights or remedies it may have at law, to
the remedies of injunction, specific performance and
other equitable relief. This section 10 shall not,
however, be construed as a waiver of any of the
rights which the Company may have for damages or
otherwise.11.
    
    MISCELLANEOUS PROVISIONS11.1
    
    SeverabilityExecutive acknowledges and agrees that (i) Executive has had an
opportunity to seek advice of counsel in connection with this
agreement and (ii) the Restrictive Covenants contained in Section
10.1 hereof are reasonable in temporal and geographic scope and In
all other respects. If in any jurisdiction any term or provision
hereof is determined to be invalid or unenforceable, (a) the
remaining terms and provisions hereof shall be unimpaired, (b) any
such invalidity or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction, and the remaining provisions hereof shall be given full
force and effect without regard to the invalid portions. The Employer
and the Executive intend to and hereby confer jurisdiction to endorse
the Restrictive Covenants upon the Courts of any jurisdiction within
the geographical scope of the covenants.11.2
    
    Execution In CounterpartsThis Agreement may be executed in one or more counterparts, and by
the different parties hereto in separate counterparts, each of which
shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement (and all signatures need
not appear on any one counterpart), and this Agreement shall
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become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other
parties hereto.11.3
    
    NoticesAny notice or other communication in connection with this Agreement shall be deemed to be delivered if in
writing (or in the form of a fax) addressed as provided below and if either (a) actually delivered at said
address, or (b) in the case of a letter, three business days shall have elapsed after the same shall have
been deposited in the US mail, postage prepaid and registered or certified, and (c) in the case of fax,
one business day shall have elapsed after dispatch.
  
  
     
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11.4
    
    Entire Agreement and Subsequent AmendmentsThis Agreement constitutes the entire agreement between the Company and Executive relating to Executives
employment and supersedes all prior agreements and understandings of the parties hereto, whether oral or
written with respect to the subject matter herein.
This Agreement may be amended or altered only by the written agreement of the Company and Executive.11.5
    
    Applicable LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without
regard to principles of conflict of law.11.6
    
    HeadingsThe descriptive headings of the several sections of this Agreement are inserted for the sole purpose of
convenience of reference, and do not constitute part of this Agreement or in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.11.7
    
    Binding Effect; Successors and AssignsThis Agreement shall be binding upon and shall inure to the benefit of:(a)
    
    the Company and its successors and assigns; and(b)
    
    Executive and to the benefit of Executives heirs, executors, administrators
and legal representatives. Executives duties and obligations hereunder are personal
and shall not be assignable or delegable in any manner whatsoever.The Company may assign the obligations under this Agreement (subject to a right of recourse by Executive to the Company in
the event of any default under the obligations to Executive hereunder), to an affiliate or to any intermediate parent of
the Company.
 11.8
    
    WaiverThe failure of either of the parties hereto at any time, to enforce any of the provisions of this agreement shall not be
deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this agreement or any
provision hereof or the right of either of the parties hereto, to thereafter enforce each and every provision of this
Agreement. No waiver of any breach of any of the provisions of this Agreement shall be effective unless set forth in a
written instrument executed by the party against whom or which enforcement of such waiver is sought, and no waiver of any
such breach shall be construed or deemed to be a waiver of any other or subsequent breach.
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11.9
    
    Warranty and Capacity to ContractThe Company and Executive hereby represent and warrant to the other that:(a)
    
    they have full power and authority to execute this Agreement, and to perform
their respective obligations hereunder;(b)
    
    such execution, delivery and performance will not (and with the giving of
notice or !apse of time or both would not) result in any breach of any agreements or
other obligations to which Executive or the Company is otherwise bound; and(c)
    
    this Agreement is a valid binding obligation on Executive and the Company.11.10
    
    ArbitrationExcept to the extent necessary for Executive or the Company to enforce rights under
Section 11.9 above, or for the Company to enforce its rights under Section 10 above, or
for the Executive to enforce his rights under Section 8, above, any case or controversy
arising among the parties hereto under this Agreement, or the subject matter hereof, shall
be settled by binding arbitration in Canton, Ohio under the then prevailing rules of the
American Arbitration Association. The decision of the arbitrators shall be final and
binding and the party against whom the award is rendered (the non-prevailing party)
shall be specifically instructed in any such award to pay all reasonable attorneys fees,
disbursements of the prevailing partys legal counsel, arbitration costs, expenses and
filing fees incurred by the prevailing party in the arbitration proceeding. The American
Arbitration Association shall appoint three (3) arbitrators to preside at the said
arbitration proceeding and the arbitrators will determine in their decision and award,
which is the prevailing party, which is the non-prevailing party, the amount of the fees
and expenses of the prevailing party and the amount of the arbitration expenses. The
arbitrators will render their award, upon the concurrence of at least two (2) of their
number, no later than thirty (30) days after the conclusion of the arbitration
proceedings. Judgment may be entered on the award of the arbitrators and may be enforced
in any court of competent Jurisdiction.11.11
    
    RemediesAll remedies hereunder are cumulative, are in addition to any other
remedies provided by law and may be exercised concurrently or separately, and
the exercise of any one remedy shall not be deemed to be an election of such
remedy exclusively or to preclude the exercise of any other remedy. No failure
or delay in exercising any right or remedy shall operate as a waiver thereof or
modify the terms of this Agreement.11.12
    
    SurvivalAnything contained in this Agreement to the contrary notwithstanding, the
provisions of Section 8; and Section 9; and Section 10; and Section 11.1; and
the other provisions of this Section 11 (to the extent necessary to effectuate
the survival of Section 11) shall survive termination of this Agreement and any
termination of Executives contract hereunder.
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11.13
    
    Costs of Preparation and Negotiation of AgreementThe Company shall be responsible for payment or reimbursement to Executive
for all of Executives costs and expenses, Including but not limited to all
attorneys fees of legal counsel to the Executive, incurred in the preparation
and negotiation of this Agreement and all documents related thereto.The Company shall be fully responsible for payment of its own costs and
expenses incurred in the preparation and negotiation of this Agreement and all
documents related thereto.
 IN WITNESS WHEREOF,
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BY DENNIS C. RUSHOVICH (Executive)
 Canton, Ohio March 29, 2007
 /s/ Dennis C. RushovichDennis C. RushovichBY HARTVILLE GROUP, INC.
  /s/ Nicholas J. LeightonDirector and Audit Committee Chairman
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Exhibit A  Position Description,
 Titles:
    
    President and C.E.O of Hartville Group, IncReporting Lines:
    
    Board of Directors of Hartville Group, Inc
 Responsibilities and Duties with regard to Companies Manacled by Executive
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Exhibit B  Summary of D & O Coverage
 Carrier Chubb Group of Insurance Companies
 Policy Number 
 Insured Persons 
 Type of Coverage Executive Liability for Wrongful Acts and Executive indemnification for
Wrongful Acts
 Amount of Coverage $1,000,000 per loss and up to $1,000,000 aggregate for each Policy
Period
 Premium 
 Deductibles 
  Mode of Coverage 
 Policy Period January 1, 2005 to December 31, 2005
 Right of Extension (Tail Coverage) One year for 100% of annual premium
 Duty of Company to Defend 
 Exclusions  inter
 Majority Shareholder Exclusion 
 Outside Directorship Extension 
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