**Exhibit 10.37****SHAREHOLDER AGREEMENT TERMINATION AGREEMENT**     This Shareholder Agreement Termination Agreement (this “Termination Agreement”) is made as ofDecember 23, 2005 by and between IRWIN COMMERCIAL FINANCE CANADA CORPORATION (the “Company”) andIRWIN INTERNATIONAL CORPORATION (“IIC”, and together with the Company, the “Parties” and each a“Party”).     WHEREAS, on November 1, 2002, the Parties and Onset Holdings, Inc. (“OHI”) entered into thatcertain Shareholder Agreement (the “Shareholder Agreement”);     WHEREAS, OHI is no longer an owner of capital stock of the Company; and     WHEREAS, the Parties desire to terminate the Shareholder Agreement immediately following IIC’spurchase of all of the common stock of the Company owned by Onset Holdings Inc. (the “StockPurchase”), pursuant to the terms and conditions of this Termination Agreement;     NOW, THEREFORE, in consideration of the above and the mutual covenants set forth in thisTermination Agreement and other valuable consideration received by the Parties, the Parties agreeas follows.1. Termination. Immediately following the Stock Purchase, the Shareholder Agreement shallimmediately terminate and thereafter the Parties shall have no further rights or obligations inconnection therewith.2. Release. Each Party and, if applicable, its respective directors, officers, employees,affiliates, parent organizations, subsidiaries, predecessors in interest, successors in interest,agents, and assigns, hereby releases the other Parties and, if applicable, its respectivedirectors, officers, employees, affiliates, parent organizations, subsidiaries, predecessors ininterest, successors in interest, agents, and assigns from any claim at law or equity, known orunknown, arising out of the Shareholder Agreement provided, however, that nothing herein shallrelease, waive or impair any right of any Party to enforce this Termination Agreement inaccordance with its terms.3. Applicable Law. This Termination Agreement shall be construed and enforced under and inaccordance with, and shall be governed by, the laws of the State of Indiana, without regard toconflicts of laws principles.4. Executed Counterparts as Same Instrument; Execution by Facsimile. This TerminationAgreement may be executed in one or more counterparts, each of which shall be deemed to be anoriginal but all of which together shall constitute one and the same instrument. Delivery of anexecuted counterpart of a signature page to this Termination Agreement by telecopier shall beeffective as delivery of a manually executed counterpart of this Termination Agreement.
 

 
5. Agreement Binding Upon Parties’ Successors. This Termination Agreement shall be bindingupon and inure to the benefit of the Parties’ respective predecessors, successors, officers,employees, affiliates, parent organizations, subsidiaries, agents, and assigns.6. Modifications Only in Writing. This Termination Agreement may not be modified oramended, except in writing signed by all Parties hereto.7. Entire Agreement.  This Termination Agreement constitutes the entire agreement by andamong the Parties and there are no representations, warranties, covenants, or obligations except asset forth herein. This Termination Agreement supersedes all prior and contemporaneous agreements,understandings, negotiations, and discussions, written or oral, of the Parties hereto, relating tothe subject matter hereof or to any transactions contemplated hereunder.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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     IN WITNESS WHEREOF, the Parties have executed this Termination Agreement by their dulyauthorized representatives as of the date set forth above.
     IRWIN COMMERCIAL FINANCE CANADA CORPORATIONBy: /s/ Thomas D. Washburn Thomas D. Washburn, Chairman
     IRWIN INTERNATIONAL CORPORATIONBy: /s/ Gregory F. Ehlinger Gregory F. Ehlinger, Senior Vice President