EXHIBIT 4.31





                      FIRST AMENDMENT TO SECURITY AGREEMENT

     THIS FIRST  AMENDMENT TO SECURITY  AGREEMENT,  dated as of March 15th, 2004
(the  "Amendment") is made by and between Addison York Insurance  Brokers,  Ltd.
(the "Company") and the Kabaker-Family Trust of July 1998 (the "Creditor").

                                    RECITALS

     WHEREAS,  the parties are parties to that certain Security  Agreement dated
as of October 1, 2003 (the "Security Agreement"); and

     WHEREAS,  the parties desire to amend the Security  Agreement in the manner
set forth herein.

                                    AGREEMENT

      NOW, THEREFORE, the Company and the Creditor hereby agree as follows:

                                    ARTICLE I
                                    ---------

                                   DEFINITIONS
                                   -----------

     1.1 "APA" shall mean that certain Asset Purchase Agreement  effective as of
the 1st day of October 2003, as amended by Amendment to Asset Purchase Agreement
dated as of the 15th day of March, 2004 by and among the Company,  the Creditor,
John W. Kabaker, Theolyn Kabaker and DKWS Enterprises, Inc.

     1.2 Other Terms. Unless otherwise specified, all capitalized terms used and
not  defined  in this  Amendment  shall  have the  definitions  set forth in the
Security Agreement.

                                   ARTICLE II
                                   ----------

                                   AMENDMENTS
                                   ----------

     2.1  Amendment  to the  Security  Agreement.  Section 2 is  amended  in its
entirety to read as follows:

          2.  Grant of  Security  Interest.  The  Company  hereby  grants to the
     Creditor,  to secure  the  payment  and  performance  in full of all of the
     Obligations,  a  security  interest  in and so pledges  and  assigns to the
     Creditor  the  following  properties,  assets  and  rights of the  Company,
     wherever located,  whether now owned or hereafter acquired or arising,  and
     all proceeds and products thereof (all of the same being hereinafter called
     the "Collateral"):  all of the assets,  property and rights (other than the
     Excluded Assets,  as defined in the APA) of any kind and description  owned
     and used by the Vendor (as defined in the APA), or held by them


<PAGE>


     for use in, or in respect of the operations of, the Business (as defined in
     the APA), including,  without limitation,  the following assets, properties
     and rights:

          (a) all rights,  title and interest of the Vendor in, to and under all
     Assumed Contracts (as defined in the APA), contracts,  leases,  agreements,
     engagements,  commitments including unfilled ordered received by the Vendor
     in  connection  with the Business and other right of or  pertaining  to the
     Business as were specifically  accepted by the Purchaser (as defined in the
     APA) in writing, whether written or unwritten;

          (b) all fixed assets, equipment, supplies, inventory of and pertaining
     to and used in the Business,  including  without  limited the generality of
     the foregoing, all furniture, furnishings, fixtures, leasehold improvements
     (whether or not fixtures), and all other materials and accessories,  goods,
     chattels and effects of all kinds utilized by the Vendor in connection with
     the  operation  of the Business  including,  without  limitation,  computer
     hardware,  credit  card  verification  equipment,   computer  software  and
     accounting  systems and all of those other  assets  listed in Schedule B of
     the APA;

          (c) the right of the Vendor to carry on the Business under the name of
     "Vista  International  Insurance Brokers" and the right to use any words or
     tradenames of the Vendor indicating that the Business is so carried on;

          (d) the  goodwill  of the  Vendor  in the  Business  (the  "Goodwill")
     including,  without  limitation,  the rights  granted to the  Purchaser  in
     respect of, inter alia, the name "Vista  International  Insurance  Brokers"
     for use in the  Business,  the right of the Vendor to retain and use all of
     the Business' present  telephone  numbers,  listings and  advertisements as
     listed in the  current  telephone  directory  for all  locations  where the
     Business  is  conducted  and  all  licenses,  permits  and  other  required
     authorizations  issued by any governmental  body, which are required in the
     continued operation of the Business and which are assignable,  and the list
     of customers and  suppliers to the  Business,  and to the extent they exist
     and are  capable  of  being  assigned  any and all  customer  profiles  and
     customer databases and all advertising  signs,  registered and unregistered
     trademarks,  trade or brand names, service marks,  copyrights,  franchises,
     technology or other processes pertaining to the Business;

          (e) all of the  Vendor's  Business  records  necessary  to enable  the
     Purchaser to renew the Purchased Book of Business (as defined below);



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<PAGE>

          (f) all  Intellectual  Property (as defined in the APA) related to the
     Business;

          (g) all of the  Business,  including,  but not  limited  to, the life,
     health,  bond and property and casualty  insurance  business (both personal
     and commercial lines) and renewals and expirations  thereof,  together with
     all  written  or  otherwise  recorded  documentation,  data or  information
     relating to the  Business,  whether  compiled by Vendor or by other agents,
     trustees or employees of Vendor,  including,  but not limited to: (i) lists
     of insurance  companies and records pertaining  thereto;  and (ii) customer
     lists, prospect lists, policy forms, and/or rating information,  expiration
     dates,   information  on  risk  characteristics,   information   concerning
     insurance  markets  for large or  unusual  risks,  and all  other  types of
     written or otherwise  recorded  information  customarily  used by Vendor or
     available to Vendor,  including all other records of and  pertaining to the
     accounts and  customers of Vendor,  past and  present,  including,  but not
     limited to, the active  insurance  customers of Vendor  (collectively,  the
     "Purchased Book of Business");

          (h) all other assets of Vendor relating or pertaining to the Purchased
     Book  of  Business,   including  (i)  computer  disks,  servers,  software,
     databases  (whether in the form of computer  tapes or  otherwise),  related
     object and source codes, and associated  manuals,  and any other records or
     media of storage or programs for retrieval of information pertaining to the
     Purchased  Book of Business;  (ii) all supplies  and  materials,  including
     promotional and advertising  materials,  brochures,  plans, supplier lists,
     manuals,  handbooks,  and  related  written  data  and  information;  (iii)
     customer and other deposits and prepayments;  (iv) transferable  approvals,
     permits,  licenses,  orders,  registrations,  certificates,  variances  and
     similar rights obtained form governments and  governmental  agencies to own
     and operate the Business and Purchased Assets; and (v) the Client Files (as
     defined in the APA) and book of the business; and

          (i) all rights,  title and interest of the Vendor in, to and under all
     contracts, leases, agreements, engagements,  commitments and all commission
     revenue  derived by the Vendor from those  persons or agencies set forth on
     Schedule M attached to the APA.

     2.2  Representations,   Warranties  and  No  Default.  The  Company  hereby
represents and warrants to the Creditor that:

          (a) Security Agreement. All of the representations and warranties made
     by the Company in the Security  Agreement  are true and correct on the date
     of this Amendment and no Event of Default under the Security  Agreement has
     occurred and is continuing as of the date of this Amendment.



                                       3
<PAGE>

          (b) Authorization;  Enforceability. The making, execution and delivery
     of this Amendment,  and performance of and compliance with the terms of the
     Security Agreement,  as amended, have been duly authorized by all necessary
     corporate  action by the Company.  This  Amendment is the valid and binding
     obligation  of the Company,  enforceable  against the Company in accordance
     with its terms.

          (c) Absence of  Conflicting  Obligations.  The making,  execution  and
     delivery of this Amendment and performance of and compliance with the terms
     of the  Security  Agreement,  as  amended,  do not  violate  any  presently
     existing provision of law or the articles of incorporation or bylaws of the
     Company or any  agreement to which the Company is a party or by which it is
     bound.

     2.3 Further  Assurances;  Authorization.  The Company hereby agrees that it
shall execute,  deliver and file all such documents,  agreements and instruments
as the Creditor  reasonably  requests in order to more effectively carry out the
intent of this Amendment. The Company hereby irrevocably authorizes the Creditor
at any  time  and  from  time to time to  file in any  Uniform  Commercial  Code
jurisdiction  any initial  financing  statements  and  amendments  thereto  that
identify  the  Collateral  and  contain  any other  information  required by the
Uniform Commercial Code in effect in such jurisdiction.

     2.4 Full  Force  and  Effect.  Except as  expressly  modified  herein,  the
Security  Agreement shall be and remain in full force and effect and the Company
acknowledges and agrees that all of its obligations under the Security Agreement
continue to be secured by the Collateral, as amended by this Amendment.

                            [Signature Page Follows]




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<PAGE>



     IN WITNESS  WHEREOF,  the parties  have caused this  Amendment  to Security
Agreement to be duly executed as of the day and year first above written.

                                     CREDITOR:

                                     THE KABAKER FAMILY TRUST OF JULY 1998

                                     By  /s/ John W. Kabaker
                                        ---------------------------------------
                                        John W. Kabaker, Trustee


                                     And by: /s/ Theolyn Kabaker
                                             ----------------------------------
                                             Theolyn Kabaker, Trustee


                                     COMPANY:

                                     ADDISON YORK INSURANCE BROKERS, INC.

                                     By: /s/ P. Podorieszach
                                        ---------------------------------------
                                           Its: CEO
                                           Primo Podorieszach








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