EXHIBIT 4.33





THIS AGREEMENT IS MADE EFFECTIVE as at the 1st day of October, 2003

BETWEEN:

                       ADDISON YORK INSURANCE BROKERS LTD.
               a body corporate incorporated pursuant to the laws
                            of the State of Delaware,
                  (hereinafter referred to as the "Purchaser")

                                       and

                          JOHNS INSURANCE AGENCY, INC.
                          a body corporate incorporated
                 pursuant to the laws of the State of California
                    (hereinafter referred to as the "Vendor")

                                       and

                              JOHNS REVOCABLE TRUST
         a trust formed pursuant to the laws of the State of California,
                                  (hereinafter referred to as the "Shareholder")

                                       and

                             FREDERICK G. JOHNS JR.
                        a resident of the City of Arcadia
                           in the State of California
                      (hereinafter referred to as "Johns")


WHEREAS  the Vendor has its  principal  offices in  Arcadia,  California  and is
primarily  engaged in the insurance agency business in California under the name
of "Johns Insurance Agency,  Inc." (the  "Business"),  and wishes to sell to the
Purchaser  substantially all of the Business' assets (other than cash,  accounts
receivable  and other  excluded  assets as described  herein) and the  Purchaser
desires to acquire such assets upon the terms and  conditions  expressed in this
Agreement;

AND  WHEREAS  the  Shareholder  was formed  pursuant to the laws of the State of
California  by an  agreement  dated  July  7,  1995,  and  the  trustees  of the
Shareholder  are Frederick G. Johns Jr. and Jan L. Johns  (together  referred to
herein as the "Trustees");

AND WHEREAS the  Shareholder  owns all of the  outstanding  capital stock of the
Vendor and is entering into this Agreement to provide  certain  non-competition,
indemnification  and other assurances to the Purchaser as a material  inducement
for Purchaser to enter into this transaction;

AND WHEREAS Johns  currently  operates and manages the affairs of the Vendor (in
his capacity as an officer and director of the Vendor) and is entering into this
Agreement  to  provide



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certain  non-competition,  indemnification and other assurances to the Purchaser
as a material inducement for Purchaser to enter into this transaction;

NOW THEREFORE in  consideration  of the premises and the mutual  agreements  and
covenants herein contained,  and for other good and valuable consideration,  the
Parties covenant and agree as follows:

1.00 - DEFINITIONS

1.01 In this  Agreement,  unless  there is  something  in the subject  matter or
     context  inconsistent  therewith,  the following words and terms shall have
     the respective meanings ascribed to them as follows:

(a)       "Adverse Consequences" means all charges, complaints,  actions, suits,
     proceedings, hearings, investigations,  claims, demands, judgments, orders,
     decrees, stipulations, injunctions, damages, dues, penalties, fines, costs,
     amounts paid in settlement,  liabilities (whether known or unknown, whether
     absolute or contingent, whether liquidated or unliquidated, and whether due
     or to become due), obligations,  taxes, liens, losses,  expenses, and fees,
     including all reasonable attorneys' fees and court costs;

(a)       "Assumed Contracts" shall mean any right, title, interest, entitlement
     or benefit of the Vendor  under or in respect of any  contract,  agreement,
     non-competition contract, lease, engagement, commitments including unfilled
     orders  received by the Vendor in  connection  with the Business or license
     which  is  applicable  to the  Business  and  specifically  assumed  by the
     Purchaser  to the  extent  the same  may be  assignable  to the  Purchaser,
     including,  but not restricted to, the contracts  described in Schedule "D"
     attached hereto;

(a)       "Carrier  Appointment"  means that the Purchaser has received  written
     notification from an insurance  carrier or wholesaler,  as the case may be,
     stating that the Purchaser is an authorized agent of the insurance  carrier
     or wholesaler for the sale of its insurance products;

(a)       "Client Files" shall mean all business files, customer lists and other
     records  applicable  to  the  Business  including,   without  limiting  the
     generality  of the  foregoing,  the Client List  attached  as Schedule  "A"
     hereto,  all  client  files  and  policies  owned by the  Vendor  and which
     reasonably would result in Earned  Commissions for the Vendor prior to this
     sale and are  expected to result in Earned  Commissions  for the  Purchaser
     thereafter;  all lapsed client files which relate to former  clients of the
     Business and all records,  documents,  computer tapes and disks and related
     electronic  data in which or by which  any such  Business  files,  customer
     lists,  lapsed client files or other records applicable to the Business are
     stored or kept;

(a)       "Closing Date" means the 6th day of November, 2003, or such other date



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     as shall be mutually agreed to by the parties in writing;

(a)       "Closing  Time" means 3:00 o'clock p.m.  Calgary  time, on the Closing
     Date or such other time on such date as the  parties  may agree as the time
     at which the Closing shall take place;

(a)       "Commissions Earned" or "Earned Commissions" shall mean the commission
     revenue  attributable  to policies sold by the Vendor and/or  payable under
     agreements with insurers, with an effective date after the Closing Date and
     which shall include commissions  notwithstanding that the same may not have
     been invoiced.  Notwithstanding the foregoing, the Commissions Earned shall
     not include any:
     (i)  Contingency Revenues;
     (ii) revenues  derived by the Purchaser  from those persons or agencies set
          forth on Schedule "M" attached  hereto or any revenues  derived by the
          Purchaser from similar joint venture or revenue processing  agreements
          which the Purchaser may enter into after the Effective Date;
     (iii) life insurance revenues;
     (iv) interest income; or
     (v)  finance charges;

(a)       "Contingency Revenue" means those commissions paid to the Purchaser by
     insurance  companies based upon the volume,  growth and or profitability of
     insurance business placed with such insurance companies by the Purchaser;

(a)        "Effective Date" means October 1st, 2003; (a)

(a)       "Environmental,  Health,  And  Safety  Laws"  means the  Comprehensive
     Environmental  Response,  Compensation  and  Liability  Act  of  1980,  the
     Resource Conservation and Recovery Act of 1976, and the Occupational Safety
     and  Health  Act of 1970,  each as  amended,  together  with all other laws
     (including  rules,  regulations,  codes,  plans,  injunctions,   judgments,
     orders, decrees, rulings, and charges thereunder) of federal, state, local,
     and foreign governments (and all agencies thereof) concerning  pollution or
     protection of the environment, public health and safety, or employee health
     and safety, including laws relating to emissions,  discharges, releases, or
     threatened releases of pollutants,  contaminants, or chemical,  industrial,
     hazardous,  or toxic  materials or wastes into ambient air,  surface water,
     ground  water,  or  lands  or  otherwise   relating  to  the   manufacture,
     processing,  distribution, use, treatment, storage, disposal, transport, or
     handling of pollutants,  contaminants, or chemical, industrial,  hazardous,
     or toxic materials or wastes;

(a)       "Escrow Agent" means Demiantschuk Milley Burke & Hoffinger, Barristers
     and Solicitors,  located at 1200, 1015 - 4th Street, SW, Calgary,  Alberta,
     T2R 1J4.



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<PAGE>

(a)       "Escrow Fund" means the account(s) set up by the Escrow Agent in order
     to receive and  administer,  inter alia, the Initial  Deposit and the Final
     Payment in accordance  with the terms of Article 3.00 hereof and the Escrow
     Agreement; (a)

(a)       "Intellectual  Property" means (A) all inventions  (whether patentable
     or unpatentable  and whether or not reduced to practice),  all improvements
     thereto,  and all patents,  patent  applications,  and patent  disclosures,
     together  with  all  reissuances,   continuations,   continuations-in-part,
     revisions,  extensions,  and  reexaminations  thereof,  (B) all trademarks,
     service  marks,  trade  dress,  logos,   together  with  all  translations,
     adaptations,  derivations,  and  combinations  thereof  and  including  all
     goodwill associated  therewith,  and all applications,  registrations,  and
     renewals  in  connection  therewith,   (C)  all  copyrightable  works,  all
     copyrights, and all applications, registrations, and renewals in connection
     therewith,  (D) all mask  works and all  applications,  registrations,  and
     renewals in connection  therewith,  (E) all trade secrets and  confidential
     business information (including ideas, research and development,  know-how,
     formulas,   compositions,   manufacturing  and  production   processes  and
     techniques, technical data, designs, drawings, specifications, customer and
     supplier lists,  pricing and cost  information,  and business and marketing
     plans and proposals), (F) all computer software (including data and related
     documentation),  (G) all other proprietary  rights,  and (H) all copies and
     tangible embodiments thereof (in whatever form or medium);

(a)       "Lease  Agreement"  means the form of lease agreement for the Premises
     of the Business as attached as Schedule "C" hereto;

(r)       "Non-Competition   Agreement"   means  those   agreements   respecting
     competition by the Vendor,  Shareholder and Jeff Johns substantially in the
     form attached hereto as Schedule "F";

(p)       "Premises" means the property municipally described as follows Suite A
     and H, 125 E. Wheeler Avenue, Arcadia, California, 91006;

(p)       "Purchased Assets" means, subject to paragraph 2.03 herein, all of the
     assets,  property and rights of any kind and description  owned and used by
     the Vendor or held by it for use in, or in respect  of the  operations  of,
     the Business wherever such assets, property or rights are located as of the
     Effective Date hereof including,  without limitation, the following assets,
     properties and rights:
     i    all  rights,  title and  interest  of the  Vendor in, to and under all
          Assumed   Contracts,   contracts,   leases,   agreement,   engagement,
          commitments  including  unfilled  orders  received  by the  Vendor  in
          connection  with the Business and other rights of or pertaining to the
          Business as are  specifically  accepted by the  Purchaser  in writing,
          whether written or unwritten,  provided that the Purchaser shall in no
          event be liable or  responsible  for any  liabilities  or  obligations
          thereunder  which shall be in existence  at, or accruing for or during
          the period prior to, the Closing  Date except as  otherwise  agreed in
          this Agreement;



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<PAGE>



     ii   all fixed assets, equipment,  supplies, inventory of and pertaining to
          and used in the Business, including without limiting 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" (collectively the "Fixed Assets");
     iii  the  right of the  Vendor to carry on the  Business  under the name of
          "Johns Insurance  Agency" and the right to use any words or tradenames
          of the Vendor indicating that the Business is so carried on;
     iv   the  goodwill of the Vendor in the  Business  ("Goodwill")  including,
          without limitation, the rights granted to the Purchaser in respect of,
          inter alia, the name "Johns Insurance Agency" 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  of 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;
     v    all of the Vendor's Business records necessary to enable the Purchaser
          to renew  the  Purchased  Book of  Business  (as  defined  in  section
          1.00(p)(vii) below);
     vi   all Intellectual Property related to the Business;
     vii  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 or  employees  of Vendor,  including,  but not  limited to: (i)
          lists of insurance  companies  and records  pertaining  thereto;  (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");
     viii All other assets of Vendor  relating or  pertaining  to the  Purchased
          Book of



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<PAGE>

          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 from  governments
          and  governmental  agencies  to  own  and  operate  the  Business  and
          Purchased Assets; and (v) the Client Files; and
     ix   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  hereto and forming a part
          hereof;

(r)       "Tax"  means any  federal,  state,  local,  or foreign  income,  gross
     receipts,   license,  payroll,   employment,   excise,  severance,   stamp,
     occupation, premium, windfall profits, environmental (including taxes under
     Code Section 59A),  customs  duties,  capital  stock,  franchise,  profits,
     withholding, social security (or similar),  unemployment,  disability, real
     property,  personal  property,  sales, use, transfer,  registration,  value
     added,  alternative or add-on minimum,  estimated, or other tax of any kind
     whatsoever,  including any interest,  penalty, or addition thereto, whether
     disputed or not; and

(r)       "Tax Return" means any return, declaration,  report, claim for refund,
     or  information  return or  statement  relating to Taxes  arising  from the
     operation  of the  Business  or the  ownership  of  the  Purchased  Assets,
     including any schedule or attachment  thereto,  and including any amendment
     thereof.

1.02 The  following  are  the  Schedules  which  are to be  attached  to and are
     incorporated  into this  Agreement by reference and are deemed to be a part
     hereof:




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<PAGE>


     (d)  Schedule "A":  Client list including  names of customers  (current and
          previous),  all commission revenues,  all premiums and all policies in
          force for each client, also referred to as the Accounts;
     (e)  Schedule "B": Fixed Assets of the Vendor on Closing Date;
     (f)  Schedule "C" Real Property Lease Agreement;
     (g)  Schedule  "D":  Assumed   Contracts   (including   Insurance   Company
          Contracts) of the Vendor;
     (h)  Schedule "E": Financial Statements of the Vendor;
     (i)  Schedule "F" Form of Non-Competition  Agreement for Vendor,  Johns and
          Shareholder;
     (j)  Schedule "G" Johns Employment Agreement;
     (k)  Schedule "H" Permitted Encumbrances;
     (l)  Schedule "I" Tax Returns and Other Tax Matters;
     (m)  Schedule "J" Volume Reports - Summary Production Reports;
     (n)  Schedule "K" Vendor's Insurance;
     (o)  Schedule "L" Escrow Agreement;
     (p)  Schedule "M" Joint Venture Agencies;
     (q)  Schedule "N" Schedule of Vendors Existing carrier  appointments With a
          B+ or Higher Rating;
     (r)  Schedule "O" Promissory Note; and
     (s)  Schedule "P" Agency Agreement

1.03 Unless  otherwise  indicated,  all  dollar  amounts  referred  to  in  this
     Agreement are in United States funds.

1.04 Any  references  herein dealing with federal or state  legislation,  rules,
     regulations  or codes shall be deemed to be a reference to those federal or
     state  legislation,  rules,  regulations  or codes as amended  from time to
     time.

2.00 - THE ACQUISITION

2.01 At the Effective  Date, and upon and subject to the terms and conditions of
     this Agreement, the parties mutually covenant and agree as follows:
     (a)  Vendor shall sell, convey and assign to Purchaser all right, title and
          interest  of Vendor in and to the  Purchased  Assets free and clear of
          all liens,  pledges,  security  interests,  charges,  restrictions  or
          encumbrances of any nature  whatsoever,  except for those described in
          Schedule "H" annexed hereto; and
     (b)  Purchaser  shall purchase and accept the Purchased  Assets from Vendor
          and assume the Assumed  Contracts  in exchange  for the  consideration
          described in Article 3.00.

2.02 On the Effective  Date,  Purchaser  shall assume all of the obligations and
     liabilities  first arising or occurring  under the Assumed  Contracts after
     the Effective Date. Except for these  obligations,  the Purchaser shall not
     assume or be deemed to have  assumed any  liability  or  obligation  of the
     Vendor whatsoever.



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<PAGE>

2.03 Vendor does not agree to sell or assign,  and  Purchaser  does not agree to
     purchase or assume,  any assets,  liabilities and obligations not described
     in  paragraphs  2.01  or  2.02  of this  Agreement.  Without  limiting  the
     foregoing  and  notwithstanding  anything to the contrary set forth herein,
     Purchaser shall not purchase or assume any of the following:
     (a)  Vendor's  cash in hand or in banks and other  readily  liquid  working
          capital as of the close of business on the Effective  Date,  including
          Vendor's accounts and other  receivables,  money market  certificates,
          stocks, bonds, and Vendor's automobiles and other vehicles;
     (b)  Vendor's claims,  refunds,  causes of action, choses in action, rights
          of recovery,  rights of set off, and rights or  recoupment  (including
          any such right relating to the payment of Taxes) except those relating
          to the  Purchased  Assets or the Business  arising after the Effective
          Date;
     (c)  (i) any  contract,  lease  or other  obligation  that  relates  to the
          Purchased  Assets or the  Business and is not  otherwise  specifically
          assigned to Purchaser under this Agreement or (ii) any contract, lease
          or other obligation whatsoever not relating to the Purchased Assets or
          the Business;
     (d)  (i) Vendor's  corporate  charter,  taxpayer  and other  identification
          numbers,  seals,  minute  books,  stock  transfer  books,  blank stock
          certificates,  and  other  documents  relating  to  the  organization,
          maintenance,  and existence of Vendor as a corporation  or (ii) any of
          the rights of Vendor under this Agreement;
     (e)  any duty or  liability  of any type  whatsoever  with  respect  to any
          employee or to any pension or profit  sharing  plan or other  employee
          benefit; or
     (f)  (i) any liability for income,  transfer,  sales, use, and other Taxes,
          including any such Taxes arising in connection  with the  consummation
          of the transactions  contemplated  hereby (including any Taxes arising
          because  Vendor  is  transferring  the  Purchased  Assets),  (ii)  any
          liability of Vendor for the unpaid Taxes of any person or entity under
          United States Treasury  Regulation  1.1502-6 (or any similar provision
          of state,  local,  or foreign law),  as a transferee or successor,  by
          contract,  or otherwise,  (iii) any  obligation of Vendor to indemnify
          any person or entity (including any Shareholder) by reason of the fact
          that such person or entity was a director, officer, employee, or agent
          of  Vendor  or was  serving  at the  request  of any such  entity as a
          partner,  trustee,  director,  officer,  employee, or agent of another
          entity  (whether  such  indemnification  is  for  judgments,  damages,
          penalties, fines, costs, amounts paid in settlement, losses, expenses,
          or  otherwise  and  whether  such  indemnification  is pursuant to any
          statute, charter document,  bylaw, agreement, or otherwise),  (iv) any
          liability of Vendor for costs and expenses incurred in connection with
          this Agreement and the transactions  contemplated  hereby,  or (v) any
          liability or obligation  of Vendor under this  Agreement (or under any
          related  agreement between Vendor on the one hand and Purchaser on the
          other hand entered into on or after the date of this Agreement).

2.04 The  consummation  of the purchase and sale of the  Purchased  Assets shall
     take place by way of the mutual  exchange of  documents  under  appropriate
     trust  conditions at the Closing Time on the Closing Date at the offices of
     the Escrow Agent,  unless  another date or place is agreed to in writing by
     the parties hereto.



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<PAGE>

3.00 - CONSIDERATION AND METHOD OF PAYMENT

3.01 Subject to the terms and  conditions of this  Agreement,  the Vendor hereby
     sells, assigns and transfers to the Purchaser and the Purchaser hereby buys
     from the Vendor the Purchased Assets for the aggregate sum of $1,747,188.00
     (the "Purchase Price"), subject to Adjustment as set out in paragraph 3.04.

3.02 The parties  agree to allocate  the  aggregate  of the  Purchase  Price (as
     adjusted  pursuant to the Adjustment) among the Purchased Assets as follows
     (the  "Allocation"):  (i) $35,000.00 shall be allocated to the Fixed Assets
     listed on Schedule "B"; (ii) $30,000.00  shall be allocated to the covenant
     of the Vendor as set forth in the  Non-Competition  Agreement  attached  as
     Schedule "F" hereto;  (iii) $5.00 shall be allocated to the covenant of the
     Shareholder  as set  forth in the  Non-Competition  Agreement  attached  as
     Schedule "F" hereto;  (iv) $4,995.00  shall be allocated to the covenant of
     Johns as set forth in the  Non-Competition  Agreement  attached as Schedule
     "F" hereto;  (v) $838,594.00  shall be allocated to the Goodwill;  and (vi)
     $838,594.00  shall be allocated to the Purchased Book of Business.  Each of
     Purchaser and Vendor shall file, in  accordance  with the Internal  Revenue
     Code of 1986, as amended (the "Code"),  an Asset  Acquisition  Statement on
     Form 8594 with its federal  income tax return for the tax year in which the
     Closing Date occurs,  and shall  contemporaneously  provide the other party
     with a copy of the Form 8594 being filed. The Form 8594 shall be consistent
     with the  Allocation.  Each of  Purchaser  and  Vendor  also shall file any
     additional  Forms 8594 from time to time as are  required  to  reflect  any
     Adjustments to the Purchase  Price as required  hereunder or any alteration
     in the  allocation  required by the  Purchaser's  auditor,  and again shall
     contemporaneously  provide  the other  party with a copy of the  additional
     Form 8594 being filed.  If there is an  Adjustment  in the  Purchase  Price
     resulting  from the  application  of Article 3.00 hereof,  then the amounts
     allocated  to Goodwill  and the  Purchased  Book of Business  shall each be
     reduced by an equal amount corresponding to one half of the Adjustment. The
     final  version of each  additional  Form 8594 as agreed to by Purchaser and
     Vendor  shall  be  timely  filed  by  each of  Purchaser  and  Vendor.  All
     indemnification  payments  made  pursuant to Article  6.00 hereof  shall be
     treated as adjustments to the Purchase Price.

3.03 The Purchase Price shall be subject to adjustment (as more particularly set
     forth in this Article 3.00, the "Adjustment) and be paid as follows:
     (a)  a down payment to the Vendor on the later of October 1st,  2003 or the
          Closing Date in the sum of $174,719.00 (the "Down Payment");
     (b)  on  the  Closing  Date  the   Purchaser   shall  provide  the  sum  of
          $1,397,750.00  (the "Initial  Deposit") to the Escrow Agent, which sum
          shall be deposited  into the Escrow Fund and released to the Vendor in
          accordance  with the terms  paragraph  3.05 and the  Escrow  Agreement
          attached as Schedule "L" hereto; and
     (c)  on the Closing Date, the Purchaser shall provide the Escrow Agent with
          a promissory note (the  "Promissory  Note"),  attached as Schedule "O"
          hereto,  drawn in favour  of the  Vendor  in the  principal  amount of
          $174,719.00  (the  "Final  Payment")  and  bearing  no  interest.  The
          Promissory  Note  shall  be held by the  Escrow  Agent  dealt  with in
          accordance with the terms of paragraph 3.04 and the



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<PAGE>

          Escrow Agreement.

3.04 The Promissory Note and the Final Payment shall be dealt with in accordance
     with the following terms:
     (a)  within 5 days of the end of the 14th month after the  Effective  Date,
          the Purchaser  shall prepare a Purchase Price  reconciliation  to show
          the actual Commissions Earned from the Business.  If the actual Earned
          Commission  revenue from the Business for the one year period from the
          Effective Date is less than $970,660.00,  then the Purchase Price will
          be adjusted  downward by ONE DOLLAR AND EIGHTY CENTS  ($1.80) for each
          ONE ($1.00) DOLLAR that the actual Earned Commission  revenue from the
          Business  is  below  $970,660.00  (the   "Adjustment").   For  greater
          clarification, the Adjustment cannot have the effect of increasing the
          Purchase Price, the Adjustment can only lower the Purchase Price;
     (b)  if after the  Adjustment is  determined,  there is no reduction in the
          Purchase  Price,  then the full amount of the Final  Payment  shall be
          provided to the Escrow Agent by the  Purchaser  and released  into the
          Escrow  Fund.  The  Final  Payment  shall  be less  than or  equal  to
          $174,719.00 after making the Adjustment;
     (c)  if after the  Adjustment  is  determined,  there is a reduction in the
          Purchase Price, then the Escrow Fund shall only be entitled to receive
          the amount by which the Final Payment exceeds the Adjustment.
     (d)  if the Adjustment exceeds the Final Payment, then both the Escrow Fund
          shall be reduced (the "Escrow Fund  Reduction") and the Purchase Price
          shall be  reduced by the amount by which the  Adjustment  exceeds  the
          Final  Payment  and the amount of the Escrow Fund  Reduction  shall be
          paid to the Purchaser out of the Escrow Fund by the Escrow Agent.
     (e)  Any and all payments to be made in or out of the Escrow Fund  pursuant
          to this  paragraph  shall be made  within 15  months of the  Effective
          Date;
     (f)  the Parties  agree that Earned  Commission  revenue  from the Business
          shall be calculated on a pre-tax basis;
     (g)  once the  Adjustment  has been  determined  and if the  Final  Payment
          exceeds the Adjustment, then the Purchaser shall deliver to the Escrow
          Agent a  certified  cheque or money  order in the  amount of the Final
          Payment less the Adjustment,  if any, (the "Adjusted Final  Payment"),
          and the Escrow Agent shall:
          i)   release the Adjusted  Final Payment into the Escrow Fund within 2
               business days of the Escrow Agent's receipt thereof; and
          ii)  deliver the Promissory Note to the Purchaser; and
     (h)  if the Final Payment exceeds the Adjustment and the Purchaser fails to
          deliver a  certified  cheque  or money  order to the  Escrow  Agent in
          accordance with the terms of  sub-paragraph  3.04(g),  then the Escrow
          Agent shall deliver the Promissory Note to the Vendor.

3.05 The Escrow Agent shall  deposit the Initial  Deposit and the Final  Payment
     (as  adjusted  and once  received)  into the  Escrow  Fund  which  shall be
     administered  in  accordance  with the terms of the Escrow  Agreement.  The
     monies  deposited  into the  Escrow  Fund shall be dealt with by the Escrow
     Agent in accordance with the following terms:
     (a)  within  three  days of the end of the 15th month  after the  Effective
          Date, the Escrow



                                       10
<PAGE>

          Agent  shall  deliver  to the Vendor a  solicitor's  trust  cheque,  a
          certified  cheque or a money  order for one sixth of all of the monies
          in the Escrow Fund;
     (b)  within  three  days of the end of the 27th month  after the  Effective
          Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust
          cheque,  a  certified  cheque or a money order for one fifth of all of
          the monies in the Escrow Fund;
     (c)  within  three  days of the end of the 39th month  after the  Effective
          Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust
          cheque,  a certified  cheque or a money order for one fourth of all of
          the monies in the Escrow Fund;
     (d)  within  three  days of the end of the 51st month  after the  Effective
          Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust
          cheque,  a  certified  cheque or a money order for one third of all of
          the monies in the Escrow Fund;
     (e)  within  three  days of the end of the 63rd month  after the  Effective
          Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust
          cheque, a certified cheque or a money order for one half of all of the
          monies in the Escrow Fund; and
     (f)  within  three  days of the end of the 75th month  after the  Effective
          Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust
          cheque,  a certified cheque or a money order for the balance of all of
          the monies in the Escrow Fund.

3.06 The Purchaser's  responsibility with respect to the Purchase Price shall be
     limited to the  payment of the funds to the Escrow  Agent,  the  authorized
     representative of the Vendor or the Vendor's counsel, as the case may be.

3.07 All  rights of  Adjustment  and set off set  forth in  Article  3.00  shall
     survive the completion of this Agreement.

4.00 - REPRESENTATIONS, WARRANTIES AND COVENANTS

4.01 Subject to the fulfilment of the Conditions Precedent set out in paragraphs
     7.01(k) and 7.02,  the Purchaser  represents  and warrants to the Vendor as
     follows:

     (a)  Purchaser is a corporation  organized  and in good standing  under the
          laws  of  Delaware,  and  its  status  is  active.  Purchaser  has all
          requisite corporate power and authority and all necessary governmental
          approvals to own,  lease,  and operate its  properties and to carry on
          its business as now being  conducted  and as proposed to be conducted.
          Purchaser is duly  qualified or licensed to do business and is in good
          standing in each jurisdiction in which the property owned,  leased, or
          operated  by it or the nature of the  business  conducted  by it or as
          proposed to be conducted by it makes such  qualification  or licensing
          necessary;

     (b)  Purchaser has the requisite  corporate  power and authority to execute
          and  deliver  this  Agreement  and  to  consummate  the   transactions
          contemplated hereby. The execution,  delivery, and performance of this
          Agreement,  and  the  consummation  of the  Agreement  and  the  other
          transactions  contemplated  hereby,  have been duly  authorized by all
          necessary  corporate  action on the part of Purchaser.  This Agreement
          has been duly executed and delivered by Purchaser,  and, assuming this
          Agreement  constitutes  a valid  and  binding  obligation  of  Vendor,
          constitutes a



                                       11
<PAGE>

          valid and binding obligation of Purchaser,  enforceable  against it in
          accordance   with  its  terms,   subject  to  applicable   bankruptcy,
          insolvency, reorganization or similar laws from time to time in effect
          which  offset   creditors'  rights  generally  and  general  equitable
          principles  (regardless  of  whether  the issue of  enforceability  is
          considered in a proceeding in equity or in law);

     (c)  Neither the execution,  delivery,  or performance of this Agreement by
          Purchaser  nor  the  consummation  by  Purchaser  of the  transactions
          contemplated  hereby  nor  compliance  by  Purchaser  with  any of the
          provisions  hereof will (a)  conflict  with or result in any breach of
          any  provision  of the  Articles  of  Incorporation  or the  Bylaws of
          Purchaser, (b) require any filing with, or authorization,  consent, or
          approval of, any Governmental  Authority except for necessary  reports
          and other filings in accordance  with the terms of paragraph 7.02, (c)
          result in a violation  or breach of, or  constitute  a default  under,
          result  in the  acceleration  of,  create  in any  party  the right to
          accelerate,  terminate,  modify or cancel,  or  require  any notice or
          consent any of the terms,  conditions,  or provisions of any agreement
          or other  instrument or obligation to which Purchaser is a party or by
          which Purchaser or its properties or assets may be bound;

     (d)  There is no suit, claim, action,  proceeding, or investigation pending
          or, to the knowledge of Purchaser, threatened against Purchaser or its
          affiliates before any Governmental Authority that is reasonably likely
          to have a  material  adverse  effect  on  Purchaser  or would  prevent
          Purchaser from  consummating  the  transactions  contemplated  by this
          Agreement.  Purchaser is not subject to any outstanding  order,  writ,
          injunction  or decree which,  insofar as can be  reasonably  foreseen,
          individually or in the aggregate,  in the future would have a material
          adverse   effect  on  Purchaser  or  would  prevent   Purchaser   from
          consummating the  transactions  contemplated  hereby.  No voluntary or
          involuntary  petition  in  bankruptcy,  receivership,   insolvency  or
          reorganization  with  respect to  Purchaser,  or petition to appoint a
          receiver  or trustee  of  Purchaser's  property,  has been filed by or
          against  Purchaser,  nor shall Purchaser file such a petition prior to
          the Closing Date or for one hundred (100) days thereafter, and if such
          petition is filed by others,  the same shall be  promptly  discharged.
          Purchaser has not made any  assignment for the benefit of creditors or
          admitted in writing  insolvency or that its property at fair valuation
          shall not be sufficient to pay its debts;

     (e)  Purchaser  has  adequate   financial   resources  and   capability  to
          consummate  the  transactions  contemplated  by this  Agreement and to
          honor its obligations  hereunder.  Purchaser will not become insolvent
          as a result of  consummating  the  transactions  contemplated  by this
          Agreement; and

     (f)  None  of  the   representations  and  warranties  set  forth  in  this
          Agreement,   notwithstanding  any  investigation  thereof  by  Vendor,
          contains  any  untrue  statement  of a  material  fact,  or omits  the
          statement of any material fact necessary to render the statements made
          not materially misleading.



                                       12
<PAGE>


4.02 The  Vendor,  Johns and the  Shareholder,  jointly  and  severally,  hereby
     represent,  warrant and covenant to the Purchaser and acknowledge  that the
     Purchaser is relying on such  representations,  warranties and covenants in
     connection  with  its  purchase  of the  Purchased  Assets,  that:  (a) The
     Shareholder  owns and holds all of the  outstanding  shares of the  capital
     stock of Vendor and there are no outstanding warrants, options or rights to
     acquire additional shares of the capital stock of Vendor;

     (a)  The Shareholder is a trust formed pursuant to the laws of the State of
          California  on July 7,  1995,  and  Frederick  G. Johns Jr. and Jan L.
          Johns are the only trustees of the Shareholder;

     (a)  Attached  as  Schedule  "E"  hereto  are  the  following  consolidated
          financial statements  (collectively the "Financial  Statements"):  (a)
          unaudited  consolidated  balance sheet and consolidated  statements of
          income,  changes in  shareholders'  equity and cash flow as of and for
          the fiscal  years  ended  September  30,  2000,  September  30,  2001,
          September  30, 2002 and  September  30, 2003 (the "Most Recent  Fiscal
          Year End") for Vendor;  and (b) unaudited  consolidated  balance sheet
          and  consolidated  statements  of income (the "Most  Recent  Financial
          Statements")  as of and for the twelve months ended September 30, 2003
          (the  "Most  Recent  Fiscal  Month  End").  The  Financial  Statements
          (including  the Notes  thereto) have been prepared in accordance  with
          generally accepted accounting principles applied on a consistent basis
          throughout the periods covered  thereby,  present fairly the financial
          condition  of  Vendor,   including  assets  and  liabilities  (whether
          accrued,  absolute,  contingent or otherwise) as of such dates and the
          results of  operations  of Vendor  for such  periods,  are  materially
          correct and complete, and are materially consistent with the books and
          records of Vendor (which books and records are correct and  complete);
          provided,  however,  that the Most Recent  Financial  Statements  lack
          footnotes and other presentation items.

     (a)  Except as set forth on Schedule "I" annexed hereto: (a)
          i)   Vendor has filed all Tax  Returns  that it was  required to file.
               All such Tax Returns  were  correct and  complete in all material
               respects.  All Taxes owed by Vendor  (whether or not shown on any
               Tax Return) have been paid, or Vendor has made adequate provision
               for the payment therefor. Vendor currently is not the beneficiary
               of any extension of time within which to file any Tax Return.  No
               claim has ever been made by an authority in a jurisdiction  where
               Vendor does not file Tax Returns  that it is or may be subject to
               taxation by that jurisdiction. There are no security interests on
               any of the  assets of Vendor  that arose in  connection  with any
               failure (or alleged failure) to pay any Tax;
          ii)  Vendor  has  withheld  and paid all Taxes  required  to have been
               withheld  and paid,  if any, in  connection  with amounts paid or
               owing  to  any  employee,



                                       13
<PAGE>

               independent  contractor,  creditor,  Shareholder,  or other third
               party;
          iii) There  is  no  material  dispute  or  claim  concerning  any  Tax
               liability of Vendor either (i) claimed or raised by any authority
               in writing or (ii) as to which  Vendor has  knowledge  based upon
               personal  contact with any agent of such authority.  Schedule "I"
               annexed  hereto  lists all  federal,  state,  local,  and foreign
               income Tax  Returns  filed or to be filed with  respect to Vendor
               for  taxable  periods  ended  on or  after  September  30,  2002,
               indicates those Tax Returns that have been audited, and indicates
               those Tax Returns that currently are the subject of audit. Vendor
               has  delivered  to Purchaser  correct and complete  copies of all
               federal income Tax Returns,  examination  reports, and statements
               of  deficiencies  assessed  against or agreed to by Vendor  since
               September 30, 2002;
          iv)  Vendor has not waived any  statute of  limitations  in respect of
               Taxes or agreed to any  extension  of time with  respect to a Tax
               assessment or deficiency;
          v)   Vendor  has  disclosed  on its  federal  income Tax  Returns  all
               positions  taken  therein  that could give rise to a  substantial
               understatement  of federal  income Tax within the meaning of Code
               Section  6662.  Vendor  is not a party to any Tax  allocation  or
               sharing  agreement.  Vendor  (i)  has  not  been a  member  of an
               affiliated  group within the meaning of Code  Section  1504(a) of
               the Code, and (ii) has not had any liability for the Taxes of any
               person or entity under United States Treasury Regulation 1.1502-6
               (or any similar provision of state,  local, or foreign law), as a
               transferee or successor, by contract, or otherwise;
          vi)  The  unpaid  Taxes of Vendor (i) did not,  as of the Most  Recent
               Fiscal Month End,  exceed the reserve for Tax  liability  (rather
               than any reserve for deferred Taxes established to reflect timing
               differences between book and Tax income) set forth on the face of
               the balance sheet (rather than in any notes thereto)  included in
               the Most Recent Financial  Statements and (ii) do not exceed that
               reserve as adjusted  for the passage of time  through the Closing
               Date in accordance with the past custom and practice of Vendor in
               filing its Tax Returns; and
          vii) The Vendor shall promptly pay the applicable  state sales and use
               taxes  imposed  with  respect  to the  sale and  transfer  of the
               Purchased  Assets  from the Vendor to the  Purchaser  pursuant to
               this Agreement. The Vendor shall prepare the sales tax return and
               submit  it to the  Purchaser  at least  seven (7)  business  days
               before its due date.  The Purchaser  shall have five (5) business
               days to approve the return,  such approval not to be unreasonably
               withheld. Failure to disapprove during such five (5) business day
               period shall be deemed approval. The Vendor shall be obligated to
               timely file the return and pay the tax.  Failure by the Vendor to
               timely  file the  return or pay the tax due  shall  result in the
               Vendor  bearing the



                                       14
<PAGE>

               penalties  and  interest  associated  with such late  payment  or
               filing,  regardless of whether assessed against the Vendor ot the
               Purchaser by the taxing authorities.

     (e)  Vendor is a corporation  organized and in good standing under the laws
          of the State of  California  and its status is active.  Vendor has all
          requisite corporate power and authority and all necessary governmental
          approvals to own, lease and operate its properties and to carry on its
          business  as now  being  conducted.  Vendor  is duly  qualified  to do
          business  and is in good  standing  as a foreign  corporation  in each
          jurisdiction  where  the  conduct  of its  insurance  agency  business
          requires it to be so qualified.

     (e)  Vendor has the requisite  corporate power and authority to enter into,
          execute and deliver this Agreement and to consummate the  transactions
          contemplated  hereby. The execution,  delivery and performance of this
          Agreement have been duly authorized by all necessary  corporate action
          on the part of Vendor,  the  Trustees and the  Shareholder,  including
          without  limitation  Vendor's  board of directors.  This Agreement has
          been, and the other agreements,  documents and instruments required to
          be  delivered  by  Vendor in  accordance  with the  provisions  hereof
          (collectively,  the "Vendor's  Documents") shall be, duly executed and
          delivered by duly  authorized  officers of Vendor on behalf of Vendor,
          and this Agreement  constitutes,  and Vendor's Documents when executed
          and  delivered  shall  constitute,   the  legal,   valid  and  binding
          obligations of Vendor,  enforceable  against Vendor in accordance with
          their   terms,   subject   to   applicable   bankruptcy,   insolvency,
          reorganization or similar law from time to time in effect which offset
          creditors'   rights   generally  and  general   equitable   principles
          (regardless of whether the issue of  enforceability is considered in a
          proceeding in equity or in law).

     (e)  no person or entity (except the Purchaser  pursuant to this Agreement)
          has any agreement,  option,  right or privilege capable of becoming of
          an agreement  or option for the  acquisition  of any of the  Purchased
          Assets of the Vendor;

     (e)  since the Most  Recent  Fiscal  Month End,  Vendor has  carried on the
          Business in the usual,  regular and ordinary  course in  substantially
          the manner heretofore  conducted and has taken no unusual actions with
          respect to the Business or the Purchased  Assets in  contemplation  of
          this  transaction,  except  with  the  consent  of  Purchaser.  All of
          Vendor's  accounts  payable,  including  accounts payable to insurance
          carriers, are current and reflected properly on its books and records,
          and shall be paid in  accordance  with their  terms at their  recorded
          amounts.  Without limiting the generality of the foregoing,  since the
          Most Recent Fiscal Month End:
          i)   Vendor has not sold, leased,  transferred, or assigned any of its
               assets,  tangible or intangible,  used in the Business other than
               for a fair consideration



                                       15
<PAGE>

               in the ordinary course of business;
          ii)  Vendor has not entered into any agreement,  contract,  lease,  or
               license (or series of related agreements,  contracts, leases, and
               licenses) relating to the Business outside the ordinary course of
               business;
          iii) no  party  (including   Vendor)  has   accelerated,   terminated,
               modified, or canceled any agreement,  contract, lease, or license
               (or  series  of  related  agreements,   contracts,   leases,  and
               licenses) relating to the Business, to which Vendor is a party or
               by which it is bound;
          iv)  Vendor has not imposed or granted  any  mortgage,  pledge,  lien,
               encumbrance, charge or other security interest upon the Purchased
               Assets or any of its assets, tangible or intangible,  used in the
               Business;
          v)   Vendor has not made any capital expenditure (or series of related
               capital  expenditures)  relating  to  the  Business  outside  the
               ordinary course of business;
          vi)  Vendor has not made any  capital  investment  in, any loan to, or
               any  acquisition of the securities or assets of, any other person
               or entity (or series of related capital  investments,  loans, and
               acquisitions) in connection with the Business;
          vii) Vendor has not, in connection  with the Business or the Purchased
               Assets, issued any note, bond, or other debt security or created,
               incurred,  assumed,  or guaranteed any  indebtedness for borrowed
               money or capitalized lease obligation;
          viii)Vendor  has not  delayed or  postponed  the  payment of  accounts
               payable and other liabilities relating to the Business;
          ix)  Vendor has not  canceled,  compromised,  waived,  or released any
               right or claim (or series of related rights and claims)  relating
               to the Business;
          x)   Vendor has not granted any  license or  sublicense  of any rights
               under or with  respect to any patent,  trademark,  service  mark,
               logo, corporate name or computer software;
          xi)  there has been no change  made or  authorized  in the  charter or
               bylaws of Vendor;
          xii) Vendor has not issued,  sold, or otherwise disposed of any of its
               capital stock, or granted any options,  warrants, or other rights
               to purchase or obtain  (including upon conversion,  exchange,  or
               exercise) any of its capital stock;
          xiii)Vendor has not declared,  set aside, or paid any dividend or made
               any distribution with respect to its capital stock (except in the
               form of cash,  Vendor's  stock,  marketable  securities  or other
               assets  not  included  in  the  Purchased  Assets)  or  redeemed,
               purchased, or otherwise acquired any of its capital stock;
          xiv) Vendor  has not  experienced  any  damage,  destruction,  or loss
               (whether  or not  covered by  insurance)  to any of its  property
               relating to the Business or the Purchased Assets;
          xv)  Vendor  has not  made  any loan to,  or  entered  into any  other
               transaction with, any of its directors,  officers,  and employees
               outside the ordinary course of business;
          xvi) Vendor has not entered into any employment contract or collective
               bargaining



                                       16
<PAGE>

               agreement, written or oral, or modified the terms of any existing
               such contract or agreement;
          xvii)Vendor has not granted any increase in the base  compensation  of
               any of its employees employed in the Business;
          xviii)  Vendor  has  not   adopted,   amended,   modified  any  bonus,
               profit-sharing, incentive, severance, or other plan, contract, or
               commitment  for the benefit of any of its  employees  employed in
               the Business;
          xix) Vendor has not made any other change in employment  terms for any
               of its employees employed in the Business;
          xx)  Vendor has not made or pledged  to make any  charitable  or other
               capital  contribution;  and xxi) Vendor has not entered  into any
               agreement to purchase or acquire any insurance agency business;

     (i)  Vendor  is  not a  party  to or  bound  by any  collective  bargaining
          agreement, nor has it experienced any strikes,  grievances,  claims of
          unfair  labor  practices,  or other  collective  bargaining  disputes.
          Vendor  has not  committed  any unfair  labor  practice.  To  Vendor's
          knowledge, there are no organizational efforts presently being made or
          threatened  by or on  behalf  of  any  labor  union  with  respect  to
          employees of Vendor.

     (j)  Vendor holds all permits, licenses, variances,  exemptions, orders and
          approvals  of all  Governmental  Entities  necessary  for  the  lawful
          conduct of the Business (collectively,  the "Permits"),  and Vendor is
          in  compliance  with the terms of the Permits  except where failure to
          comply  would not have a  material  adverse  effect  on the  Business,
          financial  condition,  operations,  results  of  operations  or future
          prospects of Vendor.  Vendor is not in violation of any law, ordinance
          or  regulation  of  any  Governmental   Entity,   including,   without
          limitation,  any  law,  ordinance  or  regulation  relating  to any of
          Vendor's employment  practices.  As of the date of this Agreement,  no
          investigation  or review by any  Governmental  Entity with  respect to
          Vendor is pending or, to the knowledge of Vendor, threatened.

     (j)  the Vendor is not in default of any  agreement or other  instrument to
          which it is a party;

     (j)  it is agreed  that no  Contingency  Revenues,  of any  kind,  shall be
          claimed by the Vendor as receivables and any that are received are for
          the benefit of the Purchaser;

     (j)  there are no unpaid salaries,  bonuses or other  remuneration owing to
          employees, consultants, officers, or directors (except in the ordinary
          course  of  business  and at the  regular  rate  of  salary  or  other
          remuneration);

     (j)  there  is  no  suit,  claim,   action,   proceeding  or  investigation
          ("Litigation")  pending or threatened in writing against Vendor,  and,
          to the  knowledge of



                                       17
<PAGE>

          Vendor, Johns and the Shareholder,  there is no basis for such a suit,
          claim, action,  proceeding or investigation.  Vendor is not subject to
          any outstanding  order, writ,  injunction or decree which,  insofar as
          can be reasonably foreseen,  individually or in the aggregate,  in the
          future  would have an adverse  effect on Vendor,  the  Business or the
          Purchased  Assets  or  would  prevent  Vendor  from  consummating  the
          transactions contemplated hereby. No voluntary or involuntary petition
          in bankruptcy, receivership, insolvency or reorganization with respect
          to Vendor,  or  petition  to appoint a receiver or trustee of Vendor's
          property,  has been filed by or against Vendor,  nor shall Vendor file
          such a petition  prior to the Closing  Date or for one  hundred  (100)
          days  thereafter,  and if such  petition is filed by others,  the same
          shall be promptly  discharged.  Vendor has not made any assignment for
          the benefit of creditors or admitted in writing insolvency or that its
          property at fair  valuation  shall not be sufficient to pay its debts,
          nor shall Vendor  permit any judgment,  execution,  attachment or levy
          against it or its properties to remain  outstanding or unsatisfied for
          more than ten (10) days;

     (j)  Except as otherwise set forth herein, neither the execution,  delivery
          or performance of this Agreement by Vendor nor the  consummation by it
          of the transactions  contemplated hereby nor compliance by it with any
          of the  provisions  hereof  shall (a)  conflict  with or result in any
          breach of any provision of its Certificate of Incorporation or Bylaws,
          (b)  require any filing  with,  or permit,  authorization,  consent or
          approval of, any court,  arbitral tribunal,  administrative  agency or
          commission,  or other  governmental or other  regulatory  authority or
          agency (each a "Governmental Entity"), or (c) result in a violation or
          breach of, constitute a default under,  result in the acceleration of,
          create  in any party the  right to  accelerate,  terminate,  modify or
          cancel,  or  require  any  notice or  consent  under any of the terms,
          conditions  or  provisions  of any  agreement or other  instrument  or
          obligation to which Vendor is a party or by which Vendor or any of its
          properties or assets may be bound.

     (j)  the Vendor shall allow the Purchaser to maintain the Vendor's  current
          telephone  numbers  and Yellow Page  listings  and will take no active
          steps to have such altered;

     (j)  the  Vendor  shall  obtain  before  the  Closing  Date  all  consents,
          approvals and authorizations  from governmental and public authorities
          or any other  person as may be required to complete  the  purchase and
          sale  herein,   including  without  limiting  the  generality  of  the
          foregoing all necessary  approvals from the  California  Department of
          Insurance;

     (j)  Except for the Permitted Encumbrances, Vendor owns and holds, free and
          clear of any lien, charge,  pledge,  security  interest,  restriction,
          encumbrance or third-party  interest of any kind whatsoever,  sole and



                                       18
<PAGE>

          exclusive right, marketable title and interest in and to the Purchased
          Assets,  together with the exclusive right to use such records and all
          customer  accounts,  Client  Files,  copies of insurance  policies and
          contracts in force and all files,  invoices and records  pertaining to
          the customers,  their contracts and insurance policies,  and all other
          information  comprising the Purchased Book of Business. The Vendor has
          not received  notice that any program,  class of business,  or book of
          business in place with any single  insurance  carrier that is included
          within the Purchased  Book of Business has canceled or  non-renewed or
          intends to cancel or non-renew.

     (j)  Schedule  "J" annexed  hereto sets forth the Vendor's  Volume  Reports
          describing  premiums and commissions  with respect to each of Vendor's
          appointed  carriers  including the Vendor's Summary Production Reports
          for: A) the twelve month period  ended on September  30, 2002;  and B)
          the nine month period ended on June 30, 2003;

     (j)  The name  "Johns  Insurance  Agency"  is the only  trade  name used by
          Vendor (or any subsidiary thereof) within the past three (3) years. No
          party has filed a claim during the past three (3) years against Vendor
          or any  subsidiary  thereof  alleging  that  Vendor or any  subsidiary
          thereof has violated,  infringed on or otherwise  improperly  used the
          intellectual  property rights of such party,  or, if so, the claim has
          been  settled with no existing  liability to Vendor or any  subsidiary
          thereof and, to the knowledge of Vendor and the Shareholders,  neither
          Vendor nor any  subsidiary  thereof  has  violated  or  infringed  any
          trademark,  trade name, service mark, service name, patent,  copyright
          or trade secret held by others.  The Vendor shall allow the  Purchaser
          to continue  operating  the Business  under the name(s) it holds as of
          and after the Closing Date;

     (j)  to Vendor's  knowledge,  Vendor's  computer  software  included in the
          Purchased Assets adequately  performs as presently  utilized by Vendor
          in its operation of the Business, and should, for at least twelve (12)
          months following the Closing Date,  continue to perform in such manner
          in the event that Purchaser elects to continue utilizing such software
          beyond  the  Closing   Date.   Vendor  has   delivered   to  Purchaser
          substantially  complete and correct  copies of all user and  technical
          documentation  issued to Vendor by the software  producers  related to
          such software;

     (e)  other  than  as set  forth  herein,  neither  Vendor,  Johns  nor  the
          Shareholder is a party to any  non-competition or other agreement that
          restricts Vendor's,  Johns' or the Shareholder's ability to compete in
          the insurance agency industry or solicit specific insurance  accounts;
          (e)

     (w)  to Vendor's knowledge,  Vendor has not incurred any liability or taken
          or failed to take any action that may reasonably be expected to result
          in a



                                       19
<PAGE>

          liability  for errors or  omissions  in the  conduct of the  Business,
          except such  liabilities as are fully covered by insurance (other than
          deductibles).  Vendor has errors and omission (E&O) insurance coverage
          in force, with minimum  liability limits of $3,000,000.00  million per
          occurrence and $3,000,000.00  million  aggregate,  and a deductible of
          $10,000.00 per occurrence;

     (x)  Vendor and its  predecessors  and  affiliates  have  complied with all
          Environmental,   Health,  and  Safety  Laws,  and  no  action,   suit,
          proceeding, hearing, investigation,  charge, complaint, claim, demand,
          or notice has been filed or commenced  against it alleging any failure
          so to  comply.  Without  limiting  the  generality  of  the  preceding
          sentence,  each of Vendor  and its  predecessors  and  affiliates  has
          obtained and been in compliance  with all of the terms and  conditions
          of all permits,  licenses,  and other authorizations that are required
          under,  and has  complied  with all other  limitations,  restrictions,
          conditions,  standards,   prohibitions,   requirements,   obligations,
          Schedules,  and timetables  that are contained in, all  Environmental,
          Health, and Safety Laws;

     (y)  Vendor has no liability (and none of Vendor and its  predecessors  and
          affiliates has handled or disposed of any substance,  arranged for the
          disposal of any substance, exposed any employee or other individual to
          any  substance  or  condition,  or owned or operated  any  property or
          facility  in any manner  that could form the basis for any  present or
          future  action,  suit,  proceeding,  hearing,  investigation,  charge,
          complaint,  claim,  or  demand  against  Vendor  giving  rise  to  any
          liability) for damage to any site, location, or body of water (surface
          or subsurface), for any illness of or personal injury to, any employee
          or  other  individual,  or for any  reason  under  any  Environmental,
          Health, and Safety Law;

     (y)  There are no  outstanding  material  powers of  attorney  executed  on
          behalf of Vendor;

     (y)  Employee Benefit Plans:
          i)   The only employee  benefit plans  (defined as any plan,  program,
               policy,  practice,   contract,  agreement  or  other  arrangement
               providing   for   compensation,   severance,   termination   pay,
               performance  awards,  stock  or  stock-related   awards,   fringe
               benefits or other employee  benefits of any kind,  whether formal
               or informal,  proposed or final, funded or unfunded,  and whether
               or  not  legally  binding,   including  without  limitation,  any
               "Employee  Benefit  Plan"  within the meaning of Section  3(3) of
               ERISA)  which  the  Vendor  currently  maintains  or to which the
               Vendor  currently  contributes  are  the  Health  Insurance  Plan
               (administered  by  Blue  Cross  of  California),  the  Long  Term
               Disability  Plan  (administered  by Unum) and the Profit  Sharing
               Plan  (administered by Stanley Pension  Services)



                                       20
<PAGE>

               (each a "Vendor  Plan" and  collectively,  the  "Vendor  Plans").
               Vendor  maintains no other employee  benefit  plans.  Each of the
               Vendor  Plans (and each related  trust,  insurance  contract,  or
               fund) complies in form and have been operated and administered in
               all material  respects in accordance with their  respective terms
               and applicable law, including,  without limitation, ERISA and the
               Code;
          ii)  All  contributions  (including  all  employer  contributions  and
               employee salary reduction  contributions)  that are due have been
               paid to each Vendor  Plan that is an  "Employee  Pension  Benefit
               Plan" (as defined in Section 3(2) of ERISA);
          iii) Each  Vendor Plan that is an Employee  Pension  Benefit  Plan has
               received a determination letter from the Internal Revenue Service
               to the  effect  that it meets the  requirements  of Code  Section
               401(a);
          iv)  The  Vendor  does  not   participate   currently  and  has  never
               participated in, and is not required currently and has never been
               required to contribute to or otherwise  participate  in any plan,
               program, or arrangement subject to Title IV of ERISA;
          v)   The Vendor does not maintain  currently and has never maintained,
               and is not  required  currently  and has never been  required  to
               contribute to or otherwise  participate in any Multiemployer Plan
               (as defined in ERISA Section 3(37));
          vi)  No action,  suit,  proceeding,  hearing,  or  investigation  with
               respect to the  administration or the investment of the assets of
               any Vendor Plan  (other  than  routine  claims for  benefits)  is
               pending;
          vii) No individual  (i) who has  experienced a "qualifying  event," as
               that term is defined in Code  Section  4980B(f)(3),  and (ii) who
               either was an employee of Vendor or is a dependent or spouse of a
               current or former employee of Vendor,  is currently  covered by a
               health plan of Vendor pursuant to Code Section 4980B or Part 6 of
               Title I of ERISA;

     (bb) Vendor has no  knowledge  of any  material  liability  relating to the
          Business or the Purchased Assets (and to Vendor's knowledge,  there is
          no basis for any present or future action, suit, proceeding,  hearing,
          investigation,  charge, complaint,  claim, or demand against it giving
          rise to any  liability),  except for (a)  liabilities set forth on the
          face of the  balance  sheet  included  in the  Most  Recent  Financial
          Statements  and the  notes to the  Financial  Statements  for the Most
          Recent  Fiscal Year End, (b) the Assumed  Contracts  and contracts and
          agreements not assumed by Purchaser,  (c) the  deductibles  for claims
          covered by insurance,  and (d) liabilities  that have arisen after the
          Most Recent Fiscal Month End in the ordinary  course of business (none
          of which results from, arises out of, relates to, is in the nature of,
          or was caused by any breach of  contract,  breach of  warranty,  tort,
          infringement, or violation of law);

     (cc) at the Effective  Date of this agreement and at the Closing Date there
          has not been and



                                       21
<PAGE>

          shall not have been any material adverse change in the nature,  volume
          or  profitability of the Business nor has there been nor will there by
          any  development  or threatened or probable  development  which to the
          best of the knowledge of the Vendor would or will have any  materially
          adverse  effect upon the Business or the  Purchased  Assets.  From the
          Effective  Date hereof to and  including  the Closing  Date the Vendor
          shall  retain,  conduct and maintain  the Business and properly  keep,
          repair,  and maintain or insure the Purchased  Assets, at its own cost
          and  expense  so that  upon  the  closing  of the  transaction  herein
          contemplated  the Purchaser shall have and enjoy the Purchased  Assets
          and the  Business  as a going  concern  without any  material  loss of
          Goodwill,  customers,  contracts, licenses or depreciation in value of
          any of the physical items included in the Purchased Assets;

     (dd) The Vendor or its  affiliates  owns the  premises  where the  Business
          operates  and have agreed with the  Purchaser to lease the same to the
          Purchaser  pursuant to the terms and  conditions of the lease attached
          as Schedule "C" hereto.  At the Effective Date the use of the Premises
          of the Business for the purpose of the conduct of the Business are and
          will be in  conformity  with all zoning and other State and  municipal
          statutes, bylaws, rules, regulations and orders;

     (ee) Schedule "K" annexed hereto sets forth the following  information with
          respect  to  each  insurance  policy  (including   policies  providing
          property, casualty,  liability, and workers' compensation coverage and
          bond and surety arrangements) to which Vendor has been a named insured
          or otherwise the  beneficiary  of coverage at any time within the past
          three (3) years:
          i)   the name, address, and telephone number of the agent;
          ii)  the name of the insurer,  the name of the  policyholder,  and the
               name of each covered insured;
          iii) the policy number and the period of coverage;
          iv)  the scope (including an indication of whether the coverage was on
               a claims made, occurrence,  or other basis) and amount (including
               a description of how  deductibles and ceilings are calculated and
               operate) of coverage; and
          v)   a description  of any  retroactive  premium  adjustments or other
               loss-sharing arrangements.

          To  Vendor's  knowledge,  no  cancellation,  amendment  or increase of
          premiums  with respect to such  insurance is pending or  threatened to
          occur at or prior to the Closing Date;

     (ff) prior to the Closing  Date,  the Vendor shall permit the Purchaser and
          its   employees,    agents,   counsel   and   accountants   or   other
          representatives,  without  interference to the ordinary conduct of the
          Business,  to have  reasonable  access during normal business hours to
          the  Business  and to all the books,  accounts,  records,  agreements,
          contracts,  documents,  instruments  and  other  data  of  the  Vendor
          (including, without limitation, all corporate,



                                       22
<PAGE>

          business  and  accounting  records of the Vendor)  with respect to the
          Vendor,  the Business and the Purchased  Assets,  and the Vendor shall
          furnish  to  the  Purchaser   such   financial  and  operating   data,
          agreements, contracts, documents, instruments, and other materials and
          information  with respect to the Business and the Purchased  Assets as
          the Purchaser  shall from time to time reasonably  request.  Until the
          Closing Date, and in the event of the termination of this Agreement as
          provided  for herein  without  consummation  of the  transaction,  the
          Purchaser  will  take  the  same  care  to  protect  any  confidential
          information  obtained  from the  Vendor  as it takes to guard  its own
          confidential  information  of a  similar  nature.  The  Purchaser  may
          disclose such information as required by law but when requested by the
          Vendor will attempt to have the information  kept  confidential to the
          extent  possible  under  applicable  law.  If  this  Agreement  is  so
          terminated,  promptly  after such  termination,  all  documents,  work
          papers and other  written  material  (including  all  copies  thereof)
          obtained  from a Party in  connection  with  this  Agreement  shall be
          returned to the Party who provided such material;

     (gg) Vendor shall give any notices to third  parties,  and Vendor shall use
          its  commercially  reasonable  best  efforts to obtain any third party
          consents,  that  Purchaser may request in connection  with the Assumed
          Contracts.  Vendor and  Purchaser  shall give any notices to, make any
          filings with, and use their  commercially  reasonable best efforts and
          cooperate with one another to obtain any authorizations, consents, and
          approvals of governments and governmental  agencies.  Without limiting
          the  generality of the  foregoing,  each of the parties shall file any
          Notification  and Report  Forms and  related  material  that it may be
          required to file with the Federal Trade  Commission  and shall use its
          commercially reasonable best efforts to obtain an early termination of
          the  applicable  waiting  period,  and shall make any further  filings
          pursuant  thereto  that may be  necessary,  proper,  or  advisable  in
          connection therewith;

     (hh) At reasonably  mutually agreeable times,  Vendor will permit Purchaser
          to meet with its employees. Vendor shall be responsible for compliance
          with the  requirements  of Code Section 4980B and Part 6 of Title I of
          ERISA for all of Vendor's  employees.  Subject to Article 6.00 hereof,
          Vendor shall  indemnify and hold Purchaser  harmless for any liability
          Purchaser  incurs at any time on or after the  Closing  Date under the
          provision  of Code  Section  4980B and Part 6 of Title I of ERISA with
          respect to any of Vendor's employees;


     (ii  Intellectual Property
          i)   Vendor  owns  or has  the  right  to  use  pursuant  to  license,
               sublicense,  agreement,  or permission all Intellectual  Property
               necessary  or  desirable  for the  operation  of the  Business as
               presently conducted.  Each item of Intellectual Property owned or
               used by Vendor in connection with



                                       23
<PAGE>

               the Business  immediately  prior to the Effective  Date hereunder
               shall be owned or available for use by the Purchaser on identical
               terms and conditions immediately subsequent to the Effective Date
               hereunder;





                                       24
<PAGE>

          ii)  To the  knowledge  of  Vendor,  Vendor has not  interfered  with,
               infringed upon, misappropriated,  or otherwise come into conflict
               with any Intellectual  Property rights of third parties,  and, to
               Vendor's  knowledge,   Vendor  has  never  received  any  charge,
               complaint,   claim,   demand,   or  notice   alleging   any  such
               interference,   infringement,   misappropriation,   or  violation
               (including  any claim that  Vendor must  license or refrain  from
               using any  Intellectual  Property rights of any third party).  To
               the  knowledge  of Vendor,  no third party has  interfered  with,
               infringed upon, misappropriated,  or otherwise come into conflict
               with any Intellectual Property rights of Vendor; and
          iii) To the  knowledge  of Vendor,  Vendor shall not  interfere  with,
               infringe  upon,  misappropriate,  or otherwise come into conflict
               with,  any  Intellectual  Property  rights of third  parties as a
               result of the  continued  operation  of the Business as presently
               conducted;

     (jj) Schedule "N" annexed hereto sets forth a true and complete copy of the
          Vendor's list of carrier appointments with a B+ or higher rating;

     (kk) the Vendor will use its best  efforts  both prior to the Closing  Date
          and thereafter to aid the Purchaser in its  acquisition of the Carrier
          Appointments; and

     (ll) none of the foregoing  representations and statements of fact contains
          any untrue statement of a material fact or omits to state any material
          fact  necessary  to make  any such  statement  or  representation  not
          misleading to a prospective  purchaser of the Purchased Assets seeking
          full  information  as to the Vendor,  and its  respective  properties,
          businesses and affairs.

4.03 The  representations,  warranties  and  covenants  contained  in  4.02  are
     provided to and for the exclusive  benefit of the Purchaser and a breach of
     any one or more of the  representations,  warranties  and  covenants may be
     waived by the  Purchaser  without  prejudice to his right in respect to any
     other  breach  of the  same or any  other  representations,  warranties  or
     covenants;  and the representations,  warranties and covenants contained in
     this  section  shall  survive  execution  hereof  and the  closing  of this
     Agreement and same shall  continue in full force and effect for a period of
     three (3) years from the Closing Date.

4.04 Each of the parties  represents,  as to itself,  its  subsidiaries  and its
     affiliates, that no agent, broker, investment banker, financial advisor, or
     other firm or person is or shall be  entitled  to any  broker's or finder's
     fee or any other  commission or similar fee in  connection  with any of the
     transactions contemplated by this Agreement, and each of the parties agrees
     to  indemnify  and hold the others  harmless  from and  against any and all
     claims,  liabilities, or obligations with respect to any fees, commissions,
     or  expenses  asserted  by any person on the basis of any act or  statement
     alleged to have been made by such party or its affiliate.

4.05 The  Purchaser  and Johns  agree to  execute  and  deliver on or before the
     Closing Date the



                                       25
<PAGE>

     employment  agreement  in form and  substance  set  forth in  Schedule  "G"
     attached hereto, and the  non-competition  agreements in form and substance
     as set forth in Schedule "F" attached hereto.

4.06 The Purchaser, the Shareholder and Johns agree to execute and deliver on or
     before  the  Closing  Date  the  non-competition  agreements  in  form  and
     substance as set forth in Schedule "F" attached hereto.

4.07 The parties hereby acknowledge and agree that the Purchaser is not assuming
     and shall not be liable or responsible for any of the liabilities, debts or
     obligations (known or unknown,  present or contingent) of the Vendor or the
     Business  existing  at or  accruing  for or during the period  prior to the
     Effective  Date,  whether  or not  relating  to  the  Business,  except  as
     specifically provided in this Agreement.

5.00 - TO BE PERFORMED AT CLOSING

5.01 On or before the Closing Date the Vendor  shall  execute and deliver to the
     Purchaser  all such bills of sale,  assignments,  instruments  of transfer,
     assurances,   consents  and  other  documents  as  shall  be  necessary  to
     effectively  transfer to the Purchaser good and marketable title to all the
     Purchased Assets,  and shall deliver up to the Purchaser  possession of the
     Purchased  Assets.  The Vendor shall cooperate with the Purchaser,  at such
     time or thereafter, in effecting such registrations, recordings and filings
     with  insurance  companies  and public  authorities  as may be  required in
     connection with the transfer of ownership to the Purchaser of the Purchased
     Assets. Specifically, the Vendor shall deliver, or cause to have delivered,
     the following  documents to the Purchaser all in a form satisfactory to the
     Purchaser and its counsel:

     (a)  Certified  resolutions  of the  Directors of the Vendor and of all its
          shareholders  adopting,  approving  and  consenting to the sale of the
          Purchased Assets as contemplated herein;

     (b)  A certificate  of a director or officer of the Vendor stating that all
          of the  Purchased  Assets  are owned by the  Vendors  and are free and
          clear  of  all   encumbrances   save  and  except  for  the  Permitted
          Encumbrances;

     (c)  An  Opinion of Counsel  for the  Vendor and the  corporate  Vendors in
          accordance with paragraph 7.01(i);

     (d)  An updated financial  statement for the Vendor to the Closing Date or,
          at the Purchaser's  option,  as near to the Closing Date as reasonably
          possible;

     (e)  a bill of sale covering and  transferring  the Purchased Assets to the
          Purchaser in a form satisfactory to the Purchaser and its counsel;

     (f)  a lease  agreement  relating to the  Premises in the form  attached as
          Schedule "C" hereto executed by the landlord set forth therein;



                                       26
<PAGE>

     (g)  an assignment of the Vendors current telephone numbers and Yellow Page
          advertisements and listings related to the Business;

     (h)  an assignment of the Vendor's trade name of "Johns Insurance Agency";

     (i)  an executed  employment  agreement  in respect of Johns in the form as
          set forth in Schedule "G";

     (j)  executed non-competition agreements (in substantially the same form as
          that set forth in Schedule "F" attached hereto) from the Vendor, Johns
          and the Shareholder;

     (k)  an officer's  certificate  of the Vendor in accordance  with paragraph
          7.01(a) hereof;

     (l)  assignments  of  the  Assumed   Contracts  assumed  by  the  Purchaser
          hereunder,  provided  that to the  extent  that  any  such  assignment
          require  any  third  party  consent  or  approval  which  has not been
          obtained  on or prior to the  Closing  Date,  the Vendor will hold the
          benefit of such lease or contract in trust for the sole and  exclusive
          use and  benefit of the  Purchaser  until such  consent or approval is
          obtained or until the  termination  of such lease or contract  and the
          Purchaser  will hold Vendor  harmless  for any failure of Purchaser to
          fully perform and  discharge any such accepted  lease or contract from
          and after the Closing Date;

     (m)  evidence  satisfactory  to the Purchaser that all Taxes have been paid
          up to and including the Effective Date;

     (n)  all current and active insurance company statistics  including premium
          volumes and loss ratios;

     (o)  a certificate to the effect that the Vendor is not a "foreign  person"
          pursuant to United States Treasury Regulation 1.1445-2(b);

     (p)  an  executed  Agency  Agreement  in the same form as that set forth in
          Schedule "P" attached hereto.

     (q)  a copy of the Escrow Agreement executed by the Vendor, or his agent(s)
          and the Escrow Agent;

     (r)  a Certificate of Incumbency of the Vendor;

     (s)  a Certificate  from a trustee of the Shareholder  setting forth all of
          the trustees and beneficiaries of the Shareholder; and

     (t)  a Receipt for the Down Payment from the Vendor.

5.02 On the Closing Date the Purchaser shall deliver the following  documents to
     the Vendor's counsel or the Escrow Agent, as the case may be:
     (a)  The Down  Payment by way of a certified  cheque to be delivered to the
          Vendor's counsel;
     (b)  a Resolution of the Directors of the Purchaser adopting, approving and
          consenting



                                       27
<PAGE>

          to the purchase of the Purchased  Assets as contemplated  herein to be
          delivered to the Vendor's counsel;
     (c)  A certified  cheque or money order in the amount of  $1,397,750.00  in
          respect of the Initial Deposit shall be delivered to the Escrow Agent;
     (d)  The  Promissory  Note  (attached as Schedule "O" hereto) for the Final
          Payment  executed by the  Purchaser  shall be  delivered to the Escrow
          Agent and dealt with by the Escrow Agent in accordance  with paragraph
          3.04 herein;
     (e)  a copy of the  Escrow  Agreement  executed  by the  Purchaser,  or his
          agent(s),  to be  delivered  to the  Escrow  Agent  and  the  Vendor's
          counsel; and
     (f)  a Receipt for the Initial  Deposit  executed by the Escrow Agent shall
          be delivered to the Vendor's counsel.

5.03 All books,  records and documents in the possession of the Vendor  relating
     to the Business shall be delivered to the Purchaser on the Closing Date and
     shall be  deemed  to have  become  the  property  of the  Purchaser  on the
     Effective  Date except to the extent  required by law to be retained by the
     Vendor in which  case they  shall be made  available  by the  Vendor to the
     Purchaser and its authorized representatives for inspection and copying, at
     the  Purchaser's  sole expense,  but without any charge from the Vendor for
     providing such copies.

5.04 The  parties  agree as follows  with  respect to the period  following  the
     Closing Date:
     d)   Vendor  acknowledges and agrees that from and after the Effective Date
          the Purchaser shall be entitled to possession of all documents, books,
          records (including Tax records), agreements, and financial data of any
          sort relating to the Purchased Assets and the Business.
     e)   If and for so long as any party  actively is  contesting  or defending
          against any action, suit, proceeding, hearing, investigation,  charge,
          complaint,  claim,  or demand in connection  with (i) any  transaction
          contemplated  under  this  Agreement  or  (ii)  any  fact,  situation,
          circumstance, status, condition, activity, practice, plan, occurrence,
          event, incident, action, failure to act, or transaction on or prior to
          the Effective Date involving the Purchased Assets, the Business or the
          obligations and liabilities  assumed hereunder,  the other party shall
          cooperate  with the  contesting or defending  party and its counsel in
          the contest or defense, make available its personnel, and provide such
          testimony and access to its books and records as shall be necessary in
          connection  with the  contest  or  defense,  all at the sole  cost and
          expense of the contesting or defending party (unless the contesting or
          defending party is entitled to indemnification  therefor under Article
          6.00 hereof).
     f)   Vendor  shall not take any action that is designed or intended to have
          the effect of discouraging any lessor, licensor,  customer,  supplier,
          insurance  carrier,   or  other  business  associate  of  Vendor  from
          maintaining the same business  relationships  with Purchaser after the
          Effective  Date as it  maintained  with Vendor prior to the  Effective
          Date.  Vendor  shall to refer all customer  inquiries  relating to the
          Business to Purchaser from and after the Closing Date.


5.05 Consents To Assignment.


                                       28
<PAGE>


     (a)  Notwithstanding  anything  in this  Agreement  to the  contrary,  this
          Agreement  shall not  constitute  an agreement to assign any contract,
          lease,  license  or  agreement  of any  claim or right or any  benefit
          arising thereunder or resulting  therefrom if an attempted  assignment
          thereof,   without  the  consent  of  a  third  party  thereto,  would
          constitute a breach thereof.
     (b)  If any such consent is not obtained prior to the Closing Date,  Vendor
          and Purchaser shall cooperate (at their own expense) in any lawful and
          reasonable arrangement under which Purchaser shall obtain the economic
          claims,  rights  and  benefits  under the  asset,  claim or right with
          respect to which the consent has not been obtained in accordance  with
          this Agreement,  including subcontracting,  sublicensing or subleasing
          to Purchaser and  enforcement  of any and all rights of Vendor against
          the  other  party  thereto  arising  out of a breach  or  cancellation
          thereof by the other party.

5.06 From time to time after the Closing Date, at the Purchaser's  request,  the
     Vendor shall execute,  acknowledge  and deliver to the Purchaser such other
     instruments  of  conveyance  and transfer and shall take such other actions
     and execute and deliver such other  documents,  certifications  and further
     assurances as the Purchaser  may  reasonably  request in order to vest more
     effectively  in the  Purchaser,  or to put  the  Purchaser  more  fully  in
     possession  of, any of the  Purchased  Assets.  Each of the parties  hereto
     shall  cooperate  with the  others  and  execute  and  deliver to the other
     parties such other instruments and documents and take such other actions as
     may be reasonably  requested from time to time by any other party hereto as
     necessary to carry out,  evidence and confirm the intended purposes of this
     Agreement.

6.00 - INDEMNITY

6.01 Survival Of Representations, Warranties, Indemnities And Covenants.

     (a)  Subject  to  paragraph  6.01(b),  the   representations,   warranties,
          covenants and  indemnities  set forth in this Agreement  shall survive
          for a period of three (3) years from the Closing  Date. If a party has
          received notice of a potential breach of a representation, warranty or
          covenant, or an otherwise indemnifiable event under this Article 6.00,
          within such three year  period,  it may preserve its right to assert a
          later claim for damages  caused by such breach by  delivering  written
          notice of the breach  (which  shall  specify  the nature of the breach
          with reasonable factual detail to the extent then in the possession of
          such party) to the breaching  party within ninety (90) days after such
          three (3) year period.  All  post-closing  covenants shall survive the
          Closing Date for the period(s)  specified in this Agreement or, if not
          specified, for a period of three (3) years following the Closing Date;

     (b)  Notwithstanding  anything set forth in paragraph  6.01(a);  (i) to the
          extent and only to the extent that the  indemnification  provisions of
          paragraph  6.02(a)(ii) apply to Adverse Consequences that result from,
          arise out of,  relate to, or are caused by errors or  omissions  which
          (A)  occurred  on or prior to the  Effective  Date and (B) result in a
          loss after renewal of a policy by Purchaser  after the Effective Date,



                                       29
<PAGE>

          such  provisions  shall  survive for a period of one (1) year,  rather
          than  three  (3)  years,   from  the  Closing   Date;   and  (ii)  all
          representations,  warranties,  covenants and indemnities in connection
          with  any tax  liabilities  of  Vendor,  Johns,  the  Trustees  or the
          Shareholder  shall  survive in perpetuity  (subject to any  applicable
          statutes  of  limitation).

6.02 Indemnification Provisions For The Benefit Of The Purchaser

     (a)  From  and  after  the  Effective  Date,  the  Vendor,  Johns  and  the
          Shareholder  agree,  jointly  and  severally,  to  indemnify  and hold
          Purchaser and its officers,  directors,  and affiliates  harmless from
          and against any Adverse Consequences any of such parties may suffer or
          incur,  to the extent that they result from,  arise out of, relate to,
          or are  caused  by (i) the  breach of any of  Vendor's,  Johns' or the
          Shareholders'  representations,  warranties,  obligations or covenants
          contained  herein,  or  (ii)  the  operation  of the  Business  or the
          ownership of the Purchased Assets by Vendor on or prior to the Closing
          Date, including,  without limitation,  any claims or lawsuits based on
          conduct  of  Vendor,  Johns or the  Shareholder  occurring  before the
          Closing Date;

     (b)  In addition to and without limiting the foregoing,  Vendor,  Johns and
          the  Shareholder,  jointly and  severally,  agree,  from and after the
          Effective  Date, to indemnify  Purchaser from and against the entirety
          of any  Adverse  Consequences  Purchaser  may suffer  resulting  from,
          arising out of, relating to, in the nature of, or caused by:
          (iv) any  liability  or  obligation  of  Vendor  that  is not  assumed
               hereunder  (including  any  liability  of Vendor  that  becomes a
               liability  of  Purchaser  under  any  bulk  transfer  law  of any
               jurisdiction, under any common law doctrine of de facto merger or
               successor liability, or otherwise by operation of law); or
          (v)  any  liability  of Vendor for the  unpaid  taxes of any person or
               entity (including Vendor) under United States Treasury Regulation
               1.1502-6 (or any similar  provision of state,  local,  or foreign
               law), as a transferee or successor, by contract, or otherwise.

6.03 From and after the Closing  Date,  Purchaser  agrees to indemnify  and hold
     Vendor,  Johns,  the  Trustees  and the  Shareholder  and their  respective
     officers, directors,  shareholders and affiliates harmless from and against
     any Adverse  Consequences  any of such parties may suffer or incur,  to the
     extent they result from,  arise out of, relate to, or are caused by (a) the
     breach of any of Purchaser's obligations or covenants contained herein, (b)
     the  operation  of the Business or  ownership  of the  Purchased  Assets by
     Purchaser after the Closing Date, including, without limitation, any claims
     or lawsuits based on conduct of Purchaser occurring after the Closing Date,
     or  (c)   liabilities  and  obligations  of  Vendor  assumed  by  Purchaser
     hereunder.

6.04 Matters Involving Third Parties:

     (a)  If any third party shall  notify any party (the  "Indemnified  Party")
          with respect to



                                       30
<PAGE>

          any matter (a "Third  Party  Claim") that may give rise to a claim for
          indemnification  against  the other party (the  "Indemnifying  Party")
          under this Article 6.00,  then the  Indemnified  Party shall  promptly
          notify (which the Indemnified  Party will endeavor to provide,  by the
          sooner to occur of (i) fifteen  (15)  business  days after  receipt of
          notice  by it or (ii)  five  (5) days  prior to the date a  responsive
          pleading is due) the Indemnifying Party thereof in writing;  Provided,
          however,  that no  delay  on the  part  of the  Indemnified  Party  in
          notifying the Indemnifying  Party shall relieve the Indemnifying Party
          from any obligation  hereunder  unless (and then solely to the extent)
          that the Indemnifying Party thereby is prejudiced;

     (b)  The Indemnifying  Party shall have the right to defend the Indemnified
          Party  against  the Third  Party  Claim  with  counsel  of its  choice
          reasonably  satisfactory to the  Indemnified  Party so long as (i) the
          Indemnifying  Party notifies the  Indemnified  Party in writing within
          fifteen (15) days after the Indemnified  Party has given notice of the
          Third Party Claim that the  Indemnifying  Party  shall  indemnify  the
          Indemnified  Party  from  and  against  the  entirety  of any  Adverse
          Consequences the Indemnified Party may suffer resulting from,  arising
          out of,  relating  to, in the nature of, or caused by the Third  Party
          Claim, (ii) the Indemnifying Party provides the Indemnified Party with
          evidence  reasonably  acceptable  to the  Indemnified  Party  that the
          Indemnifying  Party  shall  have the  financial  resources  to  defend
          against  the  Third  Party  Claim  and  fulfill  its   indemnification
          obligations hereunder, (iii) the Third Party Claim involves only money
          damages  and does not seek by way of a motion an  injunction  or other
          equitable  relief,  (iv)  settlement  of, or an adverse  judgment with
          respect to, the Third  Party Claim is not, in the good faith  judgment
          of the Indemnified Party, likely to establish a precedential custom or
          practice  materially  adverse to the continuing  business interests of
          the Indemnified  Party,  and (v) the  Indemnifying  Party conducts the
          defense of the Third Party Claim actively and diligently;

     (c)  So long as the  Indemnifying  Party is  conducting  the defense of the
          Third Party Claim in accordance with paragraph  6.04(b) above, (i) the
          Indemnified Party may retain separate  co-counsel at its sole cost and
          expense and participate in the defense of the Third Party Claim,  (ii)
          the  Indemnified  Party shall not consent to the entry of any judgment
          or enter into any  settlement  with  respect to the Third  Party Claim
          without the prior written consent of the Indemnifying Party, and (iii)
          the Indemnifying  Party shall not consent to the entry of any judgment
          or enter into any  settlement  with  respect to the Third  Party Claim
          without the prior written consent of the Indemnified Party;

     (d)  If any of the  conditions  in  paragraph  6.04(b)  above is or becomes
          unsatisfied,  however,  (i) the Indemnified  Party may defend against,
          and consent to the entry of any judgment or enter into any  settlement
          with  respect  to,  the Third  Party  Claim in any  manner it may deem
          appropriate  (and the  Indemnified  Party need not  consult  with,  or
          obtain  any  consent  from,  the  Indemnifying   Party  in  connection
          therewith),   (ii)  the   Indemnifying   Party  shall   reimburse  the
          Indemnified



                                       31
<PAGE>

          Party promptly and periodically  (but no more frequently that monthly)
          for the costs of  defending  against the Third Party Claim  (including
          reasonable  attorneys' fees and expenses),  and (iii) the Indemnifying
          Party  shall  remain  responsible  for any  Adverse  Consequences  the
          Indemnified Party may suffer resulting from,  arising out of, relating
          to, in the  nature  of, or  caused  by the  Third  Party  Claim to the
          fullest extent provided in this Article 6.00.

6.05 From and after the  Effective  Date,  except for  remedies  that  cannot be
     waived as a matter of law and except for injunctive  relief,  the rights to
     indemnification  under this Article 6.00 shall be the exclusive  remedy for
     the parties with respect to this  Agreement  contemplated  and  consummated
     hereby,  and the parties  shall not be entitled to pursue,  and each hereby
     expressly  waives as of the Effective  Date,  any and all other rights that
     may  otherwise  be  available  to either of them either at law or in equity
     with  respect  thereto.  This  paragraph  6.05 does not limit the  remedies
     available to any party under any other agreement or instrument  executed in
     connection  with this  Agreement.  Notwithstanding  the foregoing,  nothing
     contained  in this  paragraph  6.05 shall  prevent  any party  hereto  from
     seeking and obtaining,  as and to the extent  permitted by applicable  law,
     specific  performance  by the other party hereto of any of its  obligations
     under  this  Agreement  or  injunctive  relief  against  the other  party's
     activities in breach of this Agreement.

6.06 Prior  to  asserting  any  claim  pursuant  to  this  Article  6.00,   each
     Indemnified Party shall file, or cause to be filed, a claim with respect to
     the liabilities in question under applicable  insurance  policies,  if any,
     maintained  by  such  Indemnified  Party  or any  subsidiary,  division  or
     affiliate  thereof.  The  amount  of  any  Adverse  Consequences  suffered,
     sustained,  incurred  or  required  to be paid to or for the benefit of any
     Indemnified  Party  shall be  reduced  by the  amount of (a) any  insurance
     proceeds and other  amounts  paid to or for the benefit of the  Indemnified
     Party with respect to such Adverse  Consequences  by any person not a party
     to this Agreement or (b) any income or tax benefits actually received by or
     for  the  benefit  of  the  Indemnified  Party  or  any  Affiliate  of  any
     Indemnified Party.

6.07 The  Indemnifying  Party  shall  pay to the  Indemnified  Party in cash the
     amount of any Adverse Consequence to which the Indemnified Party may become
     entitled by reason of the provisions of this Article 6.00,  such payment to
     be made  within  fifteen  (15) days after  such  Adverse  Consequences  are
     finally  determined  either by mutual  agreement  of the parties  hereto or
     pursuant  to the  final  unappealable  judgment  of a  court  of  competent
     jurisdiction.

7.00 - CONDITIONS PRECEDENT

7.01 The  obligations of the Purchaser to complete the purchase of the Purchased
     Assets  hereunder  shall be subject to the  satisfaction  of, or compliance
     with,  at or before the  Closing  Date,  each of the  following  conditions
     precedent  (each of which is hereby  acknowledged  to be  inserted  for the
     exclusive  benefit of the  Purchaser and may be waived by it in whole or in
     part):



                                       32
<PAGE>

     (a)  all of the  representations,  warranties  and covenants of the Vendor,
          Johns and the Shareholder  herein  contained shall be true and correct
          in all material  respects at the Closing Date and with the same effect
          as if made at and as of the  Closing  Date and the  Vendor  shall have
          delivered to the Purchaser a certificate  of an officer of the Vendor,
          confirming, to the best of the knowledge of such person, the truth and
          correctness  in  all  material   respects  of  such   representations,
          warranties and covenants;

     (b)  all instruments of conveyance and other documentation  relating to the
          sale  and  purchase  of  the  Purchased   Assets,   including  without
          limitation,  assignments of contracts and agreements  (and third party
          consents  thereto,  where  required),  bills  of  sale,  documentation
          relating to the due  authorization and completion by the Vendor of the
          sale  of the  Purchased  Assets  and the  taking  of all  actions  and
          proceedings  on or prior to the Closing  Date in  connection  with the
          performance  by the Vendor of its  obligations  under this  Agreement,
          shall be  satisfactory  to the Purchaser and counsel for the Purchaser
          and shall have been delivered to the Purchaser and the Purchaser shall
          have received  copies of all such other  documentation  or evidence as
          the  Purchaser  may  reasonably  request  in  order to  establish  the
          consummation of the transactions contemplated hereby and the taking by
          the  Vendor  of all  necessary  corporate  proceedings  in  connection
          herewith in compliance with the terms and conditions  hereof,  in form
          (as to certification and otherwise) and substance  satisfactory to the
          Purchaser and counsel for the Purchaser;

     (c)  All  actions  to be taken by  Vendor,  Johns  and the  Shareholder  in
          connection with consummation of the transactions  contemplated  hereby
          and all  certificates,  opinions,  instruments,  and  other  documents
          required  to effect  the  transactions  contemplated  hereby  shall be
          reasonably satisfactory in form and substance to Purchaser.

     (d)  as at the  Closing  Date there  shall not have been  material  adverse
          damage or change to the Purchased Assets or the Business;

     (e)  the Vendor shall have delivered to the Purchaser  physical  possession
          to all of the  Purchased  Assets,  all  keys,  combinations  to safes,
          miscellaneous  title  documents and any and all other items or indicia
          of title to  enable  it to  assume  full,  complete  and  unencumbered
          operation of the Business and possession of the Purchased Assets;

     (f)  the Vendor  shall have  executed  and  delivered  the Lease  Agreement
          attached hereto as Schedule "C";

     (g)  the  Vendor,  Johns  and  the  Shareholder  shall  have  executed  and
          delivered the  Non-Competition  Agreement  attached hereto as Schedule
          "F";

     (h)  the Purchaser  shall have been satisfied that the leased  premises are
          satisfactory for



                                       33
<PAGE>

          the purposes intended in carrying on the Business;

     (i)  the Vendor's counsel shall deliver to the Purchaser's  counsel, on the
          Closing  Date,  a legal  opinion  of the  Vendor's  counsel  in a form
          satisfactory to the Vendor's counsel and the Purchaser's counsel, each
          acting reasonably;

     (j)  Purchaser  shall have completed its due diligence  investigation  with
          respect  to  Vendor  including,  but not  limited  to,  (i)  business,
          financial, operational,  customer, worker's compensation, and employee
          due  diligence,  with  results  satisfactory  to Purchaser in its sole
          discretion,  and (ii) its legal and  regulatory  due  diligence,  with
          results  satisfactory  to  Purchaser  in its  commercially  reasonable
          discretion;

     (k)  approval  by  the   directors  of  the  Purchaser  and  Anthony  Clark
          International  Insurance  Brokers  Ltd.  (the  parent  company  of the
          Purchaser) of this Agreement and the transactions contemplated herein;

     (l)  the receipt of all  necessary  approvals in favor of the  Purchaser of
          all  insurance  approvals  and  insurance  licence  matters  from  the
          California Department of Insurance;

     (m)  delivery to and satisfactory  review by the Purchaser of the rating of
          the insurance carriers;

     (n)  receipt  by  the  Purchaser  of  insurance   carrier  and   wholesaler
          confirmation  of  commission  revenue  from the  Business for the most
          recent 12 month period;

     (o)  Vendor shall have executed and delivered to Purchaser a certificate to
          the effect that it is not a "foreign person" pursuant to United States
          Treasury Regulation 1.1445-2(b);

     (p)  Satisfactory  review and approval by the Purchaser of all Vendor Plans
          currently  offered to the employees of the Vendor;

     (q)  the  receipt  by the  Purchaser  of errors  and  omissions  insurance,
          property and casualty  insurance and all necessary  business  licences
          required by the Purchaser in order to operate the Business; and

     (r)  the Vendor shall have  executed  and  delivered  the Agency  Agreement
          attached hereto as Schedule "P".

7.02 In addition to the foregoing,  the obligations of the Purchaser to complete
     the  purchase of the  Purchased  Assets  hereunder  shall be subject to the
     acquisition  by the Purchaser of any and all  regulatory or stock  exchange
     approvals  necessary for the purchase of the Purchased Assets.  Should this
     condition  not be met by the Closing Date (if the time  limitation  has not
     been  extended by agreement  in writing by both  Parties  hereto) then this
     Agreement  shall  terminate  and shall be considered to be null and void ab
     initio; and



                                       34
<PAGE>

7.03 In case any of the foregoing  conditions  not being  fulfilled on or before
     the  Closing  Date  or if any of the  foregoing  said  conditions  are  not
     satisfactory,  for any reason at all, in the opinion of the Purchaser, then
     in any such event,  the Purchaser may rescind this  Agreement  upon written
     notice to the Vendor and thereupon  shall be released from all  obligations
     hereunder.

7.04 Risk of loss or damage to the Purchased  Assets shall be that of the Vendor
     until the Closing Date. If any loss or damage to the Purchased Assets shall
     occur  prior to such  time and if such  loss or  damage  is  material,  the
     Purchaser  may at its option  cancel  this  Agreement  at any time prior to
     completion of the Closing.

7.05 The  obligations  of  Vendor,  Johns  and the  Shareholder  to  effect  the
     transactions  contemplated  by this  Agreement to occur on the Closing Date
     are subject to the satisfaction of the following  conditions on or prior to
     the Closing Date, unless waived by Vendor or the Shareholder:
     a)   The  representations  and  warranties  of Purchaser  set forth in this
          Agreement shall be true and correct in all material respects as of the
          Closing  Date,   except  for  such   representations   and  inaccurate
          warranties  as will not,  singly or in the  aggregate,  be  reasonably
          expected to have a material adverse effect on Purchaser;
     b)   Purchaser   shall  have   performed  in  all  material   respects  all
          obligations  required to be performed by it under this Agreement at or
          prior to the Closing Date;
     c)   Purchaser shall have executed and delivered to Johns for execution the
          employment  agreement  in form and  substance as set forth in Schedule
          "G" attached hereto; and
     d)   All actions to be taken by Purchaser in connection  with  consummation
          of  the  transactions   contemplated   hereby  and  all  certificates,
          opinions,  instruments  and other  documents  required  to effect  the
          transactions  contemplated hereby shall be reasonably  satisfactory in
          form and substance to Vendor, acting reasonably.

8.00 - GENERAL

8.01 In this agreement words importing the singular shall include the plural and
     words importing the masculine shall include the feminine or neuter, or vice
     versa, as the context, or the number of or gender of the parties, from time
     to time so requires.  Words importing  persons shall include  corporations,
     companies, partnerships,  syndicates, trusts and any number or aggregate of
     persons.

8.02 This  Agreement  shall  be  governed  by  and  construed  and  enforced  in
     accordance  with  internal  Delaware law without  regard to any  applicable
     conflicts of law, and the parties  hereto agree to submit and attorn to the
     jurisdiction  of the Courts of Delaware in respect any  disputes  which may
     arise hereunder.

8.03 Headings  are  not to be  considered  as part  of  this  Agreement  and are
     included  solely for



                                       35
<PAGE>

     convenience  of  reference  and are not  intended  to be a full or accurate
     description of the text thereof.

8.04 This Agreement may be executed in two or more  counterparts,  each of which
     shall be considered one and the same agreement,  and shall become effective
     when one or more  counterparts  have been signed by each of the parties and
     delivered to the other parties,  it being  understood that all parties need
     not sign the same counterpart.

8.05 Time shall be of the essence.

8.06 All  notices  and other  communications  hereunder  shall be in writing and
     shall be deemed given if delivered  personally,  telecopied (if confirmed),
     or mailed by registered or certified mail (return  receipt  requested),  or
     overnight  courier service to the parties at the following  addresses or at
     such other address for a party as shall be specified by like notice:
     To the Vendor, Johns and Shareholder at:    320 Hacienda Dr.
                                                 Arcadia, California, 91006
                                                 Attn: Frederick G. Johns Jr.
     To the Purchaser at:                        355, 10333 Southport Road, SW
                                                 Calgary, Alberta, T2W 3X6
                                                 Attn: Primo Podorieszach
     Any party may  change  the  address to which  notices,  requests,  demands,
     claims,  and other  communications  hereunder are to be delivered by giving
     the other party notice in the manner herein set forth.

8.07 Each party shall, at the request of any party, from time to time and at all
     times hereafter, execute and deliver all deeds, documents in writing and do
     all acts and  things  as may be  required  to carry  out the true  intended
     meaning of this Agreement.

8.08 This Agreement  shall  constitute and be the entire and final  agreement by
     their hands or the hands of their authorized officers,  between the parties
     hereto with respect to all matters herein.

8.09 This Agreement (including the documents and instruments referred to herein)
     constitutes  the entire  agreement and supersedes all prior  agreements and
     understandings,  both  written and oral,  among the parties with respect to
     the subject matter hereof.

8.10 Where a period of time is prescribed or calculated  from a day of event the
     time  shall be  calculated  excluding  such  day or the day of such  event,
     unless a  contrary  attention  appears.  Where the time for doing  anything
     falls or expires on a  Saturday,  Sunday or on a public  holiday  then such
     thing may be validly done the first date thereafter that is not a Saturday,
     Sunday or holiday.

8.11 No amendment of any provision of this  Agreement  shall be valid unless the
     same  shall be in  writing  and signed by the  parties  hereto.  Vendor may
     consent to any such  amendment  for itself at any time prior to the Closing
     date  without  the prior  authorization  of its Board



                                       36
<PAGE>

     of  Directors  or the  Shareholder.  No waiver by any party of any default,
     misrepresentation,  or breach of warranty or  covenant  hereunder,  whether
     intentional  or not,  shall be deemed to extend to any prior or  subsequent
     default, misrepresentation,  or breach of warranty or covenant hereunder or
     affect in any way any rights  arising by virtue of any prior or  subsequent
     such occurrence.

8.12 Neither this  Agreement nor any of the rights,  interests,  or  obligations
     hereunder  shall be  assigned  by any of the  parties  hereto  (whether  by
     operation of law or  otherwise)  without the prior  written  consent of the
     other parties.  This Agreement shall be binding upon,  inure to the benefit
     of, and be enforceable by the parties and their  respective  successors and
     assigns.

8.13 If any provision or covenant, or any part thereof, of this Agreement should
     be held by any court to be  illegal,  invalid or  unenforceable,  either in
     whole or in part, such illegality, invalidity or unenforceability shall not
     affect the legality, validity or enforceability of the remaining provisions
     or covenants,  or any part thereof, all of which shall remain in full force
     and  effect.  The fact that  specific  dollar  amounts  are used  herein as
     thresholds for disclosure,  indemnification obligations or otherwise is not
     intended to be, and shall not in any way be  interpreted to be considered a
     "material"  amount  relative to the Purchased  Assets or the Business,  but
     rather is a separate  amount agreed upon by the parties for the  particular
     purpose for which it is used.

8.14 The prevailing party in any proceeding brought to enforce the terms of this
     Agreement  shall be entitled to an award of reasonable  attorneys' fees and
     costs incurred in investigating and pursuing such action, both at the trial
     and appellate levels.

8.15 Each of the parties  acknowledges  and agrees that the other party would be
     damaged  irreparably  if any of the  provisions  of this  Agreement are not
     performed  in  accordance  with  their  specific  terms  or  otherwise  are
     breached.  Accordingly,  each of the  parties  agrees  that the other party
     shall be entitled to an injunction or  injunctions  to prevent  breaches of
     the provisions of this Agreement and to enforce specifically this Agreement
     and the terms and provisions  hereof in any action  instituted in any court
     of the United  States or any state  thereof  having  jurisdiction  over the
     parties and the matter in  addition to any other  remedy to which it may be
     entitled, at law or in equity.

8.16 Vendor  warrants  and  agrees to pay and  discharge  when due all claims of
     creditors   that  could  be  asserted   against   Purchaser  by  reason  of
     non-compliance  with  the  provisions  of any  bulk  transfer  laws  of any
     jurisdiction  in  connection  with the  transactions  contemplated  by this
     Agreement,  and acknowledges  that such liabilities and obligations are not
     to be assumed by Purchaser hereunder.  Vendor hereby indemnifies and agrees
     to hold Purchaser  harmless  from,  against and in respect of, and shall on
     demand  reimburse  Purchaser  for,  any loss,  liability,  cost or  expense
     suffered or incurred by Purchaser by reason of the failure of Vendor to pay
     or discharge any such claims.


IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as to be
effective as at the date first written above.




                                       37
<PAGE>

ADDISON YORK INSURANCE BROKERS LTD.


Per: /s/ Primo Podorieszach
     --------------------------------



JOHNS INSURANCE AGENCY, INC.


Per: --------------------------


/s/ Charles R. Duffy                            /s/ Frederick G. Johns Jr.
-------------------------------                 ------------------------------
Witness                                         FREDERICK G. JOHNS JR.



JOHNS REVOCABLE TRUST


Per: /s/ Frederick G. Johns Jr.
     --------------------------------
     Frederick G. Johns Jr. (trustee)


Per: --------------------------------
      Jan L. Johns (trustee)





                                       38
<PAGE>





                                  SCHEDULE "A"

                                  CLIENT LIST


The Vendor and the Shareholder,  jointly and severally  represent and warrant to
the Purchaser that the computer tape dated October 6th,  2003,  delivered to the
Purchaser herewith and identified as "Applied Systems Customer List and Customer
Data",  constitutes a full and complete record of the Vendors  insurance clients
and their respective policies.







INITIAL           -------------------
                  Vendor

                  /s/ [initials]
                  -------------------
                  Shareholder




<PAGE>


                                  SCHEDULE "B"

                                  Fixed Assets
                                  ------------




<PAGE>


                                  SCHEDULE "C"

                          REAL PROPERTY LEASE AGREEMENT



                             OFFICE LEASE AGREEMENT



This Lease  Agreement is made  effective  this 1st day of October,  2003, by and
between

                           125 Wheeler Ave Partnership
                   of 125 E. Wheeler Ave. Arcadia, Ca., 91006
                           (hereafter called "LESSOR")

                                       and

                      Addison York Insurance Brokers, Ltd.
                        of 355, 10333 Southport Road, SW
                            Calgary, Alberta, T2W 3X6
                           (hereafter called "LESSEE")

WITNESSETH:

That the said  LESSOR  hereby  leases  and  demises  unto  the said  LESSEE  the
following described premises: 125 E. Wheeler Ave. Arcadia Ca 91006, suite A & H.
From 10/01/2003, for the term of One Year and ending on 10/01/2004 (the "Term").

The said  LESSEE  shall pay to the LESSOR the  monthly  rent of  $2,042.00  (the
"Basic Rent") being due on the First day of each month,  which said sum has been
paid and acknowledged  herein, and the remaining payments as follows:  the first
of each Month throughout the Term and any renewal thereof.

1. The LESSEE hereby covenants with the LESSOR that the LESSEE will pay the rent
herein  reserved  at the times  and in the  manner  aforesaid,  and will pay all
charges for gas, electricity,  and water used on the premises.  Should said rent
or charges for gas,  electricity or water herein provided for at any time remain
due and unpaid for a period of thirty days after the same shall have become due,
the said LESSOR may at  LESSOR'S  option,  consider  the said LESSEE a tenant at
sufferance  and  immediately  re-enter upon the premises and the entire rent for
the rental  period then next ensuing shall at once be due and payable and may be
immediately  collected  by  distress  or  otherwise.  The LESSEE will not use or
permit the premises to be used for any illegal or improper purposes,  nor permit
the disturbance,  noise or annoyance whatsoever,  detrimental to the premises or
to the comfort of the other  habitants of said  building or its  neighbors;  and
will not sublet or assign  this lease nor any part  thereof  without the written
consent of the LESSOR, such consent not to be unreasonably withheld.

2. The LESSEE will keep the interior or the  premises,  and all windows,  doors,
fixtures,   interior  walls,  pipes,  and  other  appurtenances,   in  good  and
substantial  repair  and in  clean  condition,  damage  by  fire  or  storm  and
reasonable wear and tear excepted;  and will exercise all reasonable care in the
use of halls,  stairs,  bathrooms,  closets, and other fixtures and parts of the
premises  used in  common  with  other  tenants  in said  building  which may be
necessary  for the  preservation  of the  property  and the comfort of the other
tenants; and will also permit the LESSOR or LESSOR'S agents or employees, at all
reasonable times, to enter into the premises and inspect the conditions thereof,
and make such repairs as may be  necessary;  and will at the  expiration of said
term or any renewal thereof,  without demand,  quietly and peaceably  deliver up
the  possession  of the said  premises  in good state and  condition,  damage or
destruction by fire or storm or reasonable wear and tear excepted.

3. The LESSOR  hereby  covenants  with the LESSEE  upon the  performance  by the
LESSEE of the covenants hereinbefore set forth, that the LESSOR will, during the
continuance  of said term,  keep all



<PAGE>

the  external  parts  of the  premises  in good  repair;  that in case  the said
building and premises or any part thereof,  shall at any time be destroyed or so
damaged by fire or storm as to render  same unfit for  occupation  or use,  said
LESSOR shall have the option to terminate  this Lease,  or to repair and rebuild
the premises  refunding  the rents hereby  reserved,  or a fair and just portion
thereof, according to the damage sustained, until the said premises are repaired
and fit for  occupancy  and use;  and that the LESSEE may quietly hold and enjoy
the premises without any interruption by the LESSOR or any person claiming under
the LESSOR.

4. The LESSEE hereby pledges and assigns to the LESSOR all furniture,  fixtures,
goods and chattels of the LESSEE on the premises, as security for the payment of
the rent reserved herein and the LESSEE agrees that said lien may be enforced by
distress,  foreclosure  or  otherwise,  at the election of the LESSOR;  and said
LESSEE  hereby  waives all rights of homestead  or exemption in said  furniture,
fixtures,  goods and  chattels  to which the  LESSEE may be  entitled  under the
Constitution and laws of this State; and in case of the failure of the LESSEE to
pay the or other charges herein reserved when due, and same is collected by suit
or  through  an  attorney,  the  LESSEE  agrees  to pay  the  LESSOR  reasonable
attorney's  fees,  together with all costs  incurred.  This lease shall bind the
LESSOR and the LESSEE and their respective heirs, assigns, administrators, legal
representatives and executors.

5. The parties  hereto  waive trail by jury and agree to submit to the  personal
jurisdiction and venue of a court of subject matter jurisdiction  located in Los
Angeles  County,  State of Claifornia.  No action  hereunder may be commenced if
more than one year after the cause of action giving rise thereto has elapsed.

6. LESSOR agrees to waive the requirement of a Security Deposit.  Any damage not
previously reported will be repaired at LESSEE'S expense.

7. Unless  specifically  disallowed by law, should  litigation  arise hereunder,
service of process  therefore may be obtained  through  certified  mail,  return
receipt  requested;  the parties hereto waiving any and all rights they may have
to object to the method by which service was perfected.

8. To the extent  cognizable at law, the parties hereto,  in the event of breach
and in  addition to any and all other  remedies  available  thereto,  may obtain
injunctive relief,  regardless of whether the injured party can demonstrate that
no adequate remedy exists at law.

9.  Subject to the further  provisions  of this  clause,  should the LESSEE have
complied with all of the covenants  and  conditions as in this Lease  contained,
the LESSEE  shall have the option to extend the term hereof for four  additional
terms of one (1) year each and, if  exercised  by the LESSEE,  shall be upon the
same terms and conditions as in this Lease contained,  except as to the right to
renew, which is restricted to four additional terms of one (1) year, and save as
to the rentals herein  provided for. All subsequent  options shall expire in the
event that the first option is not exercised.  The conditions preliminary to the
LESSEE exercising its option to renew are as follows:

     a)   that the LESSEE has not defaulted in any of the  provisions  contained
          in this Lease  covering  the initial term or, any  subsequent  renewal
          thereof;
     b)   that the each renewal term shall be upon the same terms, covenants and
          conditions as in this Lease  provided with respect to the initial term
          of this Lease except that the Basic Rent of such  renewal  terms shall
          be as follows:
          1)   in the first  renewal term the Basic Rent shall be $2,042.00  per
               month;
          2)   in the second  renewal term the Basic Rent shall be $2,042.00 per
               month;


<PAGE>


          3)   in the third renewal term the Basic Rent shall be the market rate
               for  such  premises  at the  time  of  renewal,  which  shall  be
               negotiated between the Landlord and the Tenant; and
          4)   in the  fourth  renewal  term the Basic  Rent shall be the market
               rate for such  premises  at the time of  renewal,  which shall be
               negotiated between the Landlord and the Tenant.
          There shall be no further  privilege or extension of this Lease beyond
          the four renewal terms of one (1) year each.
     c)   that in the event  that the LESSOR  and  LESSEE  cannot  arrive at the
          Basic  Rental  payable  during  third  and  fourth  renewal  terms  as
          aforesaid,  either  party  shall  then be  entitled  to give the other
          notice  and  demand  arbitration  thereof;  and
     d)   the  LESSEE  shall  exercise  its right to extend  this  Lease for the
          renewal terms above specified in the following manner, that is to say,
          at  least  30days  prior  to but not  more  that 60 days  prior to the
          expiration of the initial term or any subsequent renewal thereof,  the
          LESSEE  shall notify the LESSOR in writing of its election to exercise
          the right to extend the term of this Lease for the additional  term as
          hereinbefore specified.



Executed this 1st day of October, 2003

125  Wheeler Ave Partnership


Per: /s/ [illegible]
     -----------------------------


Addison York Insurance Brokers, Ltd.


Per: /s/ Primo Podorieszach
     -----------------------------








<PAGE>


                                  SCHEDULE "D"

                                ASSUMED CONTRACTS



Those  agreements  attached  hereto  and  those  agreements  identified  in  the
Assignment  Agreement  dated October 1st,  2003, and made between the Vendor and
Purchaser.
















<PAGE>


                                  SCHEDULE "E"

                       FINANCIAL STATEMENTS OF THE VENDOR









<PAGE>


                                  SCHEDULE "F"

                       FORM OF NON-COMPETITION AGREEMENTS



1.   Frederick G. Johns Jr.
2..  Johns Revocable Trust
3.   Johns Insurance Agency, Inc.



<PAGE>


                               NON-DISCLOSURE and
                            NON-COMPETITION AGREEMENT

THIS AGREEMENT MADE effective this 1st day of October, 2003.

BETWEEN:

                      ADDISON YORK INSURANCE BROKERS, LTD.
               a body corporate incorporated pursuant to the laws
                            of the State of Delaware,
                 (hereinafter referred to as the "Corporation")

                                     - and -

                             FREDERICK G. JOHNS JR.
                 an individual residing in the City of Arcaidia,
                           in the State of California,
                      (hereinafter referred to as "Johns")


WHEREAS  the   Corporation   has   requested  an   obligation   of  secrecy  and
non-competition from Johns as a condition of agreeing to the purchase of certain
assets (the "Purchased  Assets") from Johns Insurance Agency, Inc. in accordance
with the terms and  conditions  of an  agreement  for the sale and  purchase  of
assets dated effective as of the 1st day of October,  2003 (hereinafter referred
to as the "Purchase Agreement");

AND WHEREAS Johns has access to Confidential Information regarding the Purchased
Assets and the Business;

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the premises
and  mutual  covenants  herein  contained  and in  consideration  of the  sum of
$4,995.00 now paid by the  Corporation to Johns  (receipt of and  sufficiency of
which is hereby acknowledged) and for other good and valuable  consideration the
parties hereto and hereby agree as follows:

1.00 DEFINITIONS

1.01 Defined terms used in this Agreement and not otherwise defined herein shall
     have  the  same  meaning  as is  ascribed  to such  terms  in the  Purchase
     Agreement.

1.02 "Agreement" means this Non-Disclosure and Non-Competition Agreement and all
     amendments in writing made hereto.

1.03 "Territory" means the State of California.

1.04 In this Agreement words importing the singular shall include the plural and
     words importing the masculine shall include the feminine or neuter, or vice
     versa, as the context, or the number of or gender of the parties, from time
     to time so requires.  Words


<PAGE>
                                       2



     importing  persons shall  include  corporations,  companies,  partnerships,
     syndicates, trusts and any number or aggregate of persons.

2.00 OBLIGATION TO NOT COMPETE

2.01 Johns hereby covenants and agrees that for a period of five (5) years after
     the date that Johns is not  employed  by the  Corporation,  Johns will not,
     directly or indirectly,  within the  Territory:
     (a)  solicit for employment any employees of the Corporation;
     (b)  solicit  insurance-related  business  from  any of  the  Corporation's
          customers; or
     (c)  own,  operate,  be engaged in the  operation of, or have any financial
          interest  in,  any  business   operations  whether  a  proprietorship,
          partnership,  joint venture or private company, or otherwise, carry on
          or  be  engaged  in  any  venture  similar  to  the  Business  of  the
          Corporation.

2.02 The parties intend that the covenants  contained in paragraph 2.01 shall be
     construed  as separate  covenants,  one for each  subdivision  to which the
     covenant  applies.  Except  for  geographic  coverage,  each such  separate
     covenant  shall be  deemed  identical  in terms to the  covenant  contained
     above. In the event a court of competent  jurisdiction  determines that the
     provisions  of this  covenant  not to compete are  excessively  broad as to
     duration,  geographic  scope or activity,  it is expressly agreed that this
     covenant not to compete shall be construed so that the remaining provisions
     shall not be affected,  but shall remain in full force and effect,  and any
     such over broad provisions  shall be deemed,  without further action on the
     part of any person, to be modified, amended and/or limited, but only to the
     extent  necessary  to  render  the  same  valid  and  enforceable  in  such
     jurisdiction.

3.00 OBLIGATIONS TO NOT DISCLOSE

3.01 Johns covenants and agrees with the Corporation that:
     (a)  the business connections,  customers,  Client Files, marketing,  sales
          techniques,  financial statements, employee lists or names, procedures
          and  operations,  and  other  intangible  assets  and  aspects  of the
          Business have been  established  and maintained by the  Corporation at
          great expense and are protected as confidential  information and trade
          secrets,  and are of great value to the Corporation (the "Confidential
          Information"); and
     (b)  the Corporation would suffer great loss and injury if the Confidential
          Information  were disclosed or used in any way to the detriment of the
          Corporation.
     Therefore,  Johns shall not,  directly or indirectly,  use or disclose,  or
     cause or allow to be used or disclosed, to the Corporation's detriment, any
     Confidential  Information,   secret,  or  proprietary  information  of  the
     Corporation.  The foregoing  limitation shall not apply to any Confidential
     Information or proprietary information which has been voluntarily disclosed
     to the public by the Corporation,  independently developed and disclosed by
     others,  or otherwise enters the public domain through lawful means, not in
     violation of the provisions of this subsection.  In addition,  Johns hereby
     covenants and agrees with the Corporation  that, upon Johns  termination of
     employment with the Corporation for any reason  whatsoever,  or upon demand
     by the Corporation for the same,  Johns shall forthwith  return any and all
     Confidential Information in his possession to the


<PAGE>

                                       3


     Corporation.

3.02 The  obligations  contained in paragraph 3.01 shall survive the termination
     of any discussions, negotiations or contractual relations between Johns and
     the Corporation.

3.03 In the event  that a  dispute  shall  arise as to  whether  or not  certain
     information is Confidential  Information,  then Johns shall have the burden
     of proving that such information is not Confidential Information.

4.00 MISCELLANEOUS

4.01 If  any  covenant  or  provision   herein  is  determined  to  be  void  or
     unenforceable  in whole or in part,  it shall  not be  deemed  to affect or
     impair the enforceability or validity of any other covenant or provision of
     this Agreement or any part thereof.

4.02 The  Parties to this  Agreement  agree that a breach by Johns of any of the
     covenants  herein  contained would result in damages to the Corporation for
     which the Corporation could not adequately compensated by a monetary award.
     Accordingly, Johns agrees that in the event of any such breach, in addition
     to,  and not in  substitution  of,  all  other  remedies  available  to the
     Corporation  at law or in equity,  the  Corporation  shall be entitled as a
     matter  of right to apply  to a Court of  competent  jurisdiction  for such
     relief by way of restraining order, injunction, decree or otherwise, as may
     be appropriate to ensure  compliance  with the provisions of this Agreement
     and Johns shall be liable to the Corporation for all losses,  costs,  legal
     fees,  damages and expenses  whatsoever  which the Corporation may sustain,
     pay or incur as result of or in  connection  with  Johns  failure  to keep,
     observe or perform,  from and after the dates  hereof,  the covenants to be
     kept, observed and performed by Johns under this Agreement.

4.03 The Parties agree that all restrictions in this Agreement are necessary and
     are  fundamental to the protection of the Business of the  Corporation  and
     are reasonable and valid and all defences to the strict enforcement thereof
     by the Corporation are hereby waived by Johns.

4.04 This  Agreement  shall enure to the  benefit and shall be binding  upon the
     parties  hereto  together  with  any  of  their  respective   shareholders,
     directors, officers, managers, employees,  successors and assigns and where
     applicable, their respective heirs, executors and administrators.

4.05 Johns shall not assign, or otherwise  transfer,  his rights or delegate his
     duties or  obligations  under  this  Agreement  without  the prior  written
     consent of the Corporation. This Agreement shall be fully assignable by the
     Corporation.

4.06 This Agreement and the rights and  obligations  hereunder shall be governed
     by and construed in accordance with the laws of the State of California.

4.07 This  Agreement  constitutes  the  entire  agreement  between  the  parties
     pertaining  to the

<PAGE>

                                       4



     subject  matter  hereof,  and  supersedes  all  prior  and  contemporaneous
     agreements,  understandings,  negotiations, and discussions of the parties,
     whether oral or written, pertaining to the subject matter hereof.

4.08 No amendment or variation of the terms, conditions,  warranties, covenants,
     agreements  and  undertakings  set  forth  herein  shall be of any force or
     effect  unless the same shall be reduced to writing  duly  executed  by all
     Parties  hereto  in the same  manner  and with the same  formality  as this
     Agreement is executed.

4.09 Each Party to this Agreement  shall be  responsible  for the payment of all
     costs, expenses, legal fees and disbursements incurred or to be incurred by
     it in negotiation  and preparing this Agreement and all documents  required
     to be delivered pursuant to this Agreement and in otherwise  performing the
     transactions  contemplated  by  this  Agreement,  unless  otherwise  stated
     herein.

4.10 No provision of this Agreement shall be deemed to be waived unless a waiver
     is in writing.  Any waiver of any default  committed  by any of the Parties
     hereto in the observance or performance of any part of this Agreement shall
     not extend to or be taken in any manner to effect any other default.

4.11 This Agreement may be signed or executed in separate  counterparts  and the
     signing or  execution  of a  counterpart  shall have the same effect as the
     signing or executing of an original.

4.12 Each Party shall, at the request of any Party, from time to time and at all
     times hereafter,  execute and deliver all deed, documents in writing and do
     all acts and  things  as may be  required  to carry  out the true  intended
     meaning of this Agreement.

4.13 All  communications or notices given pursuant to this Agreement shall be in
     writing  and shall be deemed to have been given at the  earlier of the date
     when actually delivered to a party by personal delivery, commercial courier
     or telephone facsimile  transmission  accompanied by a telephonic facsimile
     receipt  followed by a hard copy by United  States mail or two (2) business
     days  after  being  deposited  in the  United  States  mail,  certified  or
     registered mail, postage prepaid,  return receipt requested,  and addressed
     as  follows,  unless and until any of such  parties  notifies  the other in
     accordance with this subsection of a change of address:
     If to Johns:                                320 Hacienda Dr.
                                                 Arcadia, California, 91006
                                                 Attn: Frederick G. Johns Jr.
     If to Addison York Insurance Brokers LTD:   10333 Southport Rd. SW,
                                                 Suite 355
                                                 Calgary, AL T2W 3X6, Canada
                                                 Attn: Primo Podorieszach

4.14 The headings  herein  contained are for reference only and shall not affect
     the meaning or interpretation of any provision of this Agreement.



<PAGE>

                                       5



4.15 Johns acknowledges that he has read this Agreement and understands the term
     and conditions hereof.


IN WITNESS  WHEREOF THE PARTIES HERETO have caused these presents to be executed
as of the date first above mentioned.


ADDISON YORK INSURANCE BROKERS, LTD.


Per: /s/ Primo Podorieszach
     -----------------------------


/s/ Charles R. Duffy                         /s/ Federick G. Johns Jr.
-----------------------------------          -----------------------------
Witness                                      FREDERICK G. JOHNS JR.

Charles R. Duffy
-----------------------------------
[print name of witness]



<PAGE>

                                       6




                             AFFIDAVIT OF EXECUTION


I, Charles R. Duffy, of the City of Monrovia,  in the State of California,  MAKE
OATH AND SAY:

3.   I was  personally  present and did see  FREDERICK G. JOHNS JR. named in the
     within (or annexed)  instrument,  who is  personally  known to me to be the
     person named therein, duly sign and execute the instrument for the purposes
     named therein.

2.   That  the same  was  executed  at the  City of  Monrovia,  in the  State of
     California, and that I am the subscribing witness thereto.

3.   That I know  FREDERICK  G. JOHNS JR. and he is in my belief of the full age
     of l8 years.


SWORN BEFORE ME at the City of    )
of Monrovia, in the State         )
of California,  this 5th day of   )
November, 2003.                   )     /s/ Charles R. Duffy
                                        -------------------------------



                                                [NOTARIAL SEAL
-------------------------------                 CHARLES R. DUFFY
A Notary Public in and for the State of         Commission #1252209
California                                      Notary Public - California
                                                Los Angeles County
                                                My Comm. Expires Feb. 8, 2004




<PAGE>


                               NON-DISCLOSURE and
                            NON-COMPETITION AGREEMENT

THIS AGREEMENT MADE effective this 1st day of October, 2003.

BETWEEN:

                      ADDISON YORK INSURANCE BROKERS, LTD.
               a body corporate incorporated pursuant to the laws
                            of the State of Delaware,
                 (hereinafter referred to as the "Corporation")

                                     - and -

                              JOHNS REVOCABLE TRUST
         a trust formed pursuant to the laws of the State of California
                    (hereinafter referred to as the "Trust")


WHEREAS  the   Corporation   has   requested  an   obligation   of  secrecy  and
non-competition  from the Trust as a condition  of  agreeing to the  purchase of
certain assets (the  "Purchased  Assets") from Johns Insurance  Agency,  Inc. in
accordance  with the  terms  and  conditions  of an  agreement  for the sale and
purchase  of  assets  dated  effective  as of  the  1st  day  of  October,  2003
(hereinafter referred to as the "Purchase Agreement");

AND  WHEREAS  the Trust has access to  Confidential  Information  regarding  the
Purchased Assets and the Business;

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the premises
and mutual  covenants  herein  contained and in consideration of the sum of FIVE
($5.00)  DOLLARS  now  paid by the  Corporation  to the  Trust  (receipt  of and
sufficiency  of which is hereby  acknowledged)  and for other good and  valuable
consideration the parties hereto and hereby agree as follows:

1.00 DEFINITIONS

1.01 Defined terms used in this Agreement and not otherwise defined herein shall
     have  the  same  meaning  as is  ascribed  to such  terms  in the  Purchase
     Agreement.

1.02 "Agreement" means this Non-Disclosure and Non-Competition Agreement and all
     amendments in writing made hereto.

1.03 "Territory" means the State of California.

1.04 In this Agreement words importing the singular shall include the plural and
     words importing the masculine shall include the feminine or neuter, or vice
     versa, as the context, or the number of or gender of the parties, from time
     to time so requires.  Words

<PAGE>

                                       2



     importing  persons shall  include  corporations,  companies,  partnerships,
     syndicates, trusts and any number or aggregate of persons.

2.00 OBLIGATION TO NOT COMPETE

2.01 The Trust hereby  covenants  and agrees that for a period of five (5) years
     from the date this Agreement,  the Trust will not,  directly or indirectly,
     within the Territory:
     (a)  solicit for employment any employees of the Corporation;
     (b)  solicit  insurance-related  business  from  any of  the  Corporation's
          customers; or
     (c)  own,  operate,  be engaged in the  operation of, or have any financial
          interest  in,  any  business   operations  whether  a  proprietorship,
          partnership,  joint venture or private company, or otherwise, carry on
          or  be  engaged  in  any  venture  similar  to  the  Business  of  the
          Corporation.

2.02 The parties intend that the covenants  contained in paragraph 2.01 shall be
     construed  as separate  covenants,  one for each  subdivision  to which the
     covenant  applies.  Except  for  geographic  coverage,  each such  separate
     covenant  shall be  deemed  identical  in terms to the  covenant  contained
     above. In the event a court of competent  jurisdiction  determines that the
     provisions  of this  covenant  not to compete are  excessively  broad as to
     duration,  geographic  scope or activity,  it is expressly agreed that this
     covenant not to compete shall be construed so that the remaining provisions
     shall not be affected,  but shall remain in full force and effect,  and any
     such over broad provisions  shall be deemed,  without further action on the
     part of any person, to be modified, amended and/or limited, but only to the
     extent  necessary  to  render  the  same  valid  and  enforceable  in  such
     jurisdiction.

3.00 OBLIGATIONS TO NOT DISCLOSE

3.01 The Trust covenants and agrees with the Corporation that:
     (a)  the business connections,  customers,  Client Files, marketing,  sales
          techniques,  financial statements, employee lists or names, procedures
          and  operations,  and  other  intangible  assets  and  aspects  of the
          Business have been  established  and maintained by the  Corporation at
          great expense and are protected as confidential  information and trade
          secrets,  and are of great value to the Corporation (the "Confidential
          Information"); and
     (b)  the Corporation would suffer great loss and injury if the Confidential
          Information  were disclosed or used in any way to the detriment of the
          Corporation.
     Therefore, the Trust shall not, directly or indirectly, use or disclose, or
     cause or allow to be used or disclosed, to the Corporation's detriment, any
     Confidential  Information,   secret,  or  proprietary  information  of  the
     Corporation.  The foregoing  limitation shall not apply to any Confidential
     Information or proprietary information which has been voluntarily disclosed
     to the public by the Corporation,  independently developed and disclosed by
     others,  or otherwise enters the public domain through lawful means, not in
     violation of the  provisions  of this  subsection.  In addition,  the Trust
     hereby  covenants and agrees with the  Corporation  that upon demand by the
     Corporation  for the same,  the Trust  shall  forthwith  return any and all
     Confidential Information in his possession to the Corporation.


<PAGE>

                                       3



3.02 The  obligations  contained in paragraph 3.01 shall survive the termination
     of any discussions, negotiations or contractual relations between the Trust
     and the Corporation.

3.03 In the event  that a  dispute  shall  arise as to  whether  or not  certain
     information  is  Confidential  Information,  then the Trust  shall have the
     burden of proving that such information is not Confidential Information.

4.00 MISCELLANEOUS

4.01 If  any  covenant  or  provision   herein  is  determined  to  be  void  or
     unenforceable  in whole or in part,  it shall  not be  deemed  to affect or
     impair the enforceability or validity of any other covenant or provision of
     this Agreement or any part thereof.

4.02 The  Parties to this  Agreement  agree that a breach by the Trust of any of
     the covenants  herein  contained would result in damages to the Corporation
     for which the  Corporation  could not adequately  compensated by a monetary
     award. Accordingly,  the Trust agrees that in the event of any such breach,
     in addition to, and not in substitution of, all other remedies available to
     the Corporation at law or in equity, the Corporation shall be entitled as a
     matter  of right to apply  to a Court of  competent  jurisdiction  for such
     relief by way of restraining order, injunction, decree or otherwise, as may
     be appropriate to ensure  compliance  with the provisions of this Agreement
     and the Trust shall be liable to the  Corporation  for all  losses,  costs,
     legal fees,  damages and  expenses  whatsoever  which the  Corporation  may
     sustain,  pay or incur  as  result  of or in  connection  with the  Trust's
     failure to keep,  observe or perform,  from and after the dates hereof, the
     covenants  to be kept,  observed  and  performed  by the Trust  under  this
     Agreement.

4.03 The Parties agree that all restrictions in this Agreement are necessary and
     are  fundamental to the protection of the Business of the  Corporation  and
     are reasonable and valid and all defences to the strict enforcement thereof
     by the Corporation are hereby waived by the Trust.

4.04 This  Agreement  shall enure to the  benefit and shall be binding  upon the
     parties  hereto  together  with  any  of  their  respective   shareholders,
     directors, officers, managers, employees,  successors and assigns and where
     applicable, their respective heirs, executors and administrators.

4.05 The Trust shall not assign, or otherwise  transfer,  its rights or delegate
     its duties or obligations  under this  Agreement  without the prior written
     consent of the Corporation. This Agreement shall be fully assignable by the
     Corporation.

4.06 This Agreement and the rights and  obligations  hereunder shall be governed
     by and construed in accordance with the laws of the State of California.

4.07 This  Agreement  constitutes  the  entire  agreement  between  the  parties
     pertaining  to the subject  matter  hereof,  and  supersedes  all prior and
     contemporaneous agreements,  understandings,  negotiations, and discussions
     of the parties,  whether oral or written,

<PAGE>

                                       4



     pertaining to the subject matter hereof.

4.08 No amendment or variation of the terms, conditions,  warranties, covenants,
     agreements  and  undertakings  set  forth  herein  shall be of any force or
     effect  unless the same shall be reduced to writing  duly  executed  by all
     Parties  hereto  in the same  manner  and with the same  formality  as this
     Agreement is executed.

4.09 Each Party to this Agreement  shall be  responsible  for the payment of all
     costs, expenses, legal fees and disbursements incurred or to be incurred by
     it in negotiation  and preparing this Agreement and all documents  required
     to be delivered pursuant to this Agreement and in otherwise  performing the
     transactions  contemplated  by  this  Agreement,  unless  otherwise  stated
     herein.

4.10 No provision of this Agreement shall be deemed to be waived unless a waiver
     is in writing.  Any waiver of any default  committed  by any of the Parties
     hereto in the observance or performance of any part of this Agreement shall
     not extend to or be taken in any manner to effect any other default.

4.11 This Agreement may be signed or executed in separate  counterparts  and the
     signing or  execution  of a  counterpart  shall have the same effect as the
     signing or executing of an original.

4.12 Each Party shall, at the request of any Party, from time to time and at all
     times hereafter,  execute and deliver all deed, documents in writing and do
     all acts and  things  as may be  required  to carry  out the true  intended
     meaning of this Agreement.

4.13 All  communications or notices given pursuant to this Agreement shall be in
     writing  and shall be deemed to have been given at the  earlier of the date
     when actually delivered to a party by personal delivery, commercial courier
     or telephone facsimile  transmission  accompanied by a telephonic facsimile
     receipt  followed by a hard copy by United  States mail or two (2) business
     days  after  being  deposited  in the  United  States  mail,  certified  or
     registered mail, postage prepaid,  return receipt requested,  and addressed
     as  follows,  unless and until any of such  parties  notifies  the other in
     accordance with this subsection of a change of address:
     If to the Trust:                           320 Hacienda Dr.
                                                Arcadia, California, 91006
                                                Attn: Frederick G. Johns Jr.
     If to Addison York Insurance Brokers LTD:  10333 Southport Rd. SW,
                                                Suite 355
                                                Calgary, AL T2W 3X6, Canada
                                                Attn: Primo Podorieszach

4.14 The headings  herein  contained are for reference only and shall not affect
     the meaning or interpretation of any provision of this Agreement.

4.15 The Trust  acknowledges that it has reviewed this Agreement and understands
     the term

<PAGE>

                                       5



     and conditions hereof.


IN WITNESS  WHEREOF THE PARTIES HERETO have caused these presents to be executed
as of the date first above mentioned.

ADDISON YORK INSURANCE BROKERS, LTD.


Per: /s/ Primo Podorieszach
     -----------------------------


JOHNS REVOCABLE TRUST


Per: /s/ Frederick G. Johns Jr.
     -----------------------------
     Frederick G. Johns Jr. (trustee)


Per: /s/ Jan L. Johns
     -----------------------------
      Jan L. Johns (trustee)





<PAGE>




                               NON-DISCLOSURE and
                            NON-COMPETITION AGREEMENT

THIS AGREEMENT MADE effective this 1st day of October, 2003.

BETWEEN:

                      ADDISON YORK INSURANCE BROKERS, LTD.
               a body corporate incorporated pursuant to the laws
                            of the State of Delaware,
                 (hereinafter referred to as the "Corporation")

                                     - and -

                              JOHNS REVOCABLE TRUST
         a trust formed pursuant to the laws of the State of California
                    (hereinafter referred to as the "Trust")


WHEREAS  the   Corporation   has   requested  an   obligation   of  secrecy  and
non-competition  from the Trust as a condition  of  agreeing to the  purchase of
certain assets (the  "Purchased  Assets") from Johns Insurance  Agency,  Inc. in
accordance  with the  terms  and  conditions  of an  agreement  for the sale and
purchase  of  assets  dated  effective  as of  the  1st  day  of  October,  2003
(hereinafter referred to as the "Purchase Agreement");

AND  WHEREAS  the Trust has access to  Confidential  Information  regarding  the
Purchased Assets and the Business;

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the premises
and mutual  covenants  herein  contained and in consideration of the sum of FIVE
($5.00)  DOLLARS  now  paid by the  Corporation  to the  Trust  (receipt  of and
sufficiency  of which is hereby  acknowledged)  and for other good and  valuable
consideration the parties hereto and hereby agree as follows:

1.00 DEFINITIONS

1.01 Defined terms used in this Agreement and not otherwise defined herein shall
     have  the  same  meaning  as is  ascribed  to such  terms  in the  Purchase
     Agreement.

1.02 "Agreement" means this Non-Disclosure and Non-Competition Agreement and all
     amendments in writing made hereto.

1.03 "Territory" means the State of California.

1.04 In this Agreement words importing the singular shall include the plural and
     words importing the masculine shall include the feminine or neuter, or vice
     versa, as the context, or the number of or gender of the parties, from time
     to time so requires.  Words

<PAGE>

                                       2



     importing  persons shall  include  corporations,  companies,  partnerships,
     syndicates, trusts and any number or aggregate of persons.

2.00 OBLIGATION TO NOT COMPETE

2.01 The Trust hereby  covenants  and agrees that for a period of five (5) years
     from the date this Agreement,  the Trust will not,  directly or indirectly,
     within the Territory:
     (a)  solicit for employment any employees of the Corporation;
     (b)  solicit  insurance-related  business  from  any of  the  Corporation's
          customers; or
     (c)  own,  operate,  be engaged in the  operation of, or have any financial
          interest  in,  any  business   operations  whether  a  proprietorship,
          partnership,  joint venture or private company, or otherwise, carry on
          or  be  engaged  in  any  venture  similar  to  the  Business  of  the
          Corporation.

2.02 The parties intend that the covenants  contained in paragraph 2.01 shall be
     construed  as separate  covenants,  one for each  subdivision  to which the
     covenant  applies.  Except  for  geographic  coverage,  each such  separate
     covenant  shall be  deemed  identical  in terms to the  covenant  contained
     above. In the event a court of competent  jurisdiction  determines that the
     provisions  of this  covenant  not to compete are  excessively  broad as to
     duration,  geographic  scope or activity,  it is expressly agreed that this
     covenant not to compete shall be construed so that the remaining provisions
     shall not be affected,  but shall remain in full force and effect,  and any
     such over broad provisions  shall be deemed,  without further action on the
     part of any person, to be modified, amended and/or limited, but only to the
     extent  necessary  to  render  the  same  valid  and  enforceable  in  such
     jurisdiction.

3.00 OBLIGATIONS TO NOT DISCLOSE

3.01 The Trust covenants and agrees with the Corporation that:
     (a)  the business connections,  customers,  Client Files, marketing,  sales
          techniques,  financial statements, employee lists or names, procedures
          and  operations,  and  other  intangible  assets  and  aspects  of the
          Business have been  established  and maintained by the  Corporation at
          great expense and are protected as confidential  information and trade
          secrets,  and are of great value to the Corporation (the "Confidential
          Information"); and
      (b) the Corporation would suffer great loss and injury if the Confidential
          Information  were disclosed or used in any way to the detriment of the
          Corporation.
     Therefore, the Trust shall not, directly or indirectly, use or disclose, or
     cause or allow to be used or disclosed, to the Corporation's detriment, any
     Confidential  Information,   secret,  or  proprietary  information  of  the
     Corporation.  The foregoing  limitation shall not apply to any Confidential
     Information or proprietary information which has been voluntarily disclosed
     to the public by the Corporation,  independently developed and disclosed by
     others,  or otherwise enters the public domain through lawful means, not in
     violation of the  provisions  of this  subsection.  In addition,  the Trust
     hereby  covenants and agrees with the  Corporation  that upon demand by the
     Corporation  for the same,  the Trust  shall  forthwith  return any and all
     Confidential Information in his possession to the Corporation.

3.02 The  obligations  contained in paragraph 3.01 shall survive the termination
     of any



<PAGE>

                                       3



     discussions,  negotiations or contractual  relations  between the Trust and
     the Corporation.

3.03 In the event  that a  dispute  shall  arise as to  whether  or not  certain
     information  is  Confidential  Information,  then the Trust  shall have the
     burden of proving that such information is not Confidential Information.

4.00 MISCELLANEOUS

4.01 If  any  covenant  or  provision   herein  is  determined  to  be  void  or
     unenforceable  in whole or in part,  it shall  not be  deemed  to affect or
     impair the enforceability or validity of any other covenant or provision of
     this Agreement or any part thereof.

4.02 The  Parties to this  Agreement  agree that a breach by the Trust of any of
     the covenants  herein  contained would result in damages to the Corporation
     for which the  Corporation  could not adequately  compensated by a monetary
     award. Accordingly,  the Trust agrees that in the event of any such breach,
     in addition to, and not in substitution of, all other remedies available to
     the Corporation at law or in equity, the Corporation shall be entitled as a
     matter  of right to apply  to a Court of  competent  jurisdiction  for such
     relief by way of restraining order, injunction, decree or otherwise, as may
     be appropriate to ensure  compliance  with the provisions of this Agreement
     and the Trust shall be liable to the  Corporation  for all  losses,  costs,
     legal fees,  damages and  expenses  whatsoever  which the  Corporation  may
     sustain,  pay or incur  as  result  of or in  connection  with the  Trust's
     failure to keep,  observe or perform,  from and after the dates hereof, the
     covenants  to be kept,  observed  and  performed  by the Trust  under  this
     Agreement.

4.03 The Parties agree that all restrictions in this Agreement are necessary and
     are  fundamental to the protection of the Business of the  Corporation  and
     are reasonable and valid and all defences to the strict enforcement thereof
     by the Corporation are hereby waived by the Trust.

4.04 This  Agreement  shall enure to the  benefit and shall be binding  upon the
     parties  hereto  together  with  any  of  their  respective   shareholders,
     directors, officers, managers, employees,  successors and assigns and where
     applicable, their respective heirs, executors and administrators.

4.05 The Trust shall not assign, or otherwise  transfer,  its rights or delegate
     its duties or obligations  under this  Agreement  without the prior written
     consent of the Corporation. This Agreement shall be fully assignable by the
     Corporation.

4.06 This Agreement and the rights and  obligations  hereunder shall be governed
     by and construed in accordance with the laws of the State of California.

4.07 This  Agreement  constitutes  the  entire  agreement  between  the  parties
     pertaining  to the subject  matter  hereof,  and  supersedes  all prior and
     contemporaneous agreements,  understandings,  negotiations, and discussions
     of the parties,  whether oral or written,  pertaining to the subject matter
     hereof.


<PAGE>

                                       4



4.08 No amendment or variation of the terms, conditions,  warranties, covenants,
     agreements  and  undertakings  set  forth  herein  shall be of any force or
     effect  unless the same shall be reduced to writing  duly  executed  by all
     Parties  hereto  in the same  manner  and with the same  formality  as this
     Agreement is executed.

4.09 Each Party to this Agreement  shall be  responsible  for the payment of all
     costs, expenses, legal fees and disbursements incurred or to be incurred by
     it in negotiation  and preparing this Agreement and all documents  required
     to be delivered pursuant to this Agreement and in otherwise  performing the
     transactions  contemplated  by  this  Agreement,  unless  otherwise  stated
     herein.

4.10 No provision of this Agreement shall be deemed to be waived unless a waiver
     is in writing.  Any waiver of any default  committed  by any of the Parties
     hereto in the observance or performance of any part of this Agreement shall
     not extend to or be taken in any manner to effect any other default.

4.11 This Agreement may be signed or executed in separate  counterparts  and the
     signing or  execution  of a  counterpart  shall have the same effect as the
     signing or executing of an original.

4.12 Each Party shall, at the request of any Party, from time to time and at all
     times hereafter,  execute and deliver all deed, documents in writing and do
     all acts and  things  as may be  required  to carry  out the true  intended
     meaning of this Agreement.

4.13 All  communications or notices given pursuant to this Agreement shall be in
     writing  and shall be deemed to have been given at the  earlier of the date
     when actually delivered to a party by personal delivery, commercial courier
     or telephone facsimile  transmission  accompanied by a telephonic facsimile
     receipt  followed by a hard copy by United  States mail or two (2) business
     days  after  being  deposited  in the  United  States  mail,  certified  or
     registered mail, postage prepaid,  return receipt requested,  and addressed
     as  follows,  unless and until any of such  parties  notifies  the other in
     accordance with this subsection of a change of address:
     If to the Trust:                           320 Hacienda Dr.
                                                Arcadia, California, 91006
                                                Attn: Frederick G. Johns Jr.
     If to Addison York Insurance Brokers LTD:  10333 Southport Rd. SW,
                                                Suite 355
                                                Calgary, AL T2W 3X6, Canada
                                                Attn: Primo Podorieszach

4.14 The headings  herein  contained are for reference only and shall not affect
     the meaning or interpretation of any provision of this Agreement.

4.15 The Trust  acknowledges that it has reviewed this Agreement and understands
     the term and



<PAGE>

                                       5



     conditions hereof.


IN WITNESS  WHEREOF THE PARTIES HERETO have caused these presents to be executed
as of the date first above mentioned.


ADDISON YORK INSURANCE BROKERS, LTD.


Per: /s/ Primo Podorieszach
     -----------------------------


JOHNS INSURANCE AGENCY, INC.


Per: /s/ Frederick G. Johns Jr.
     -----------------------------




<PAGE>


                                  SCHEDULE "G"

                       JEFFREY JOHNS EMPLOYMENT AGREEMENT




                              EMPLOYMENT AGREEMENT

THIS AGREEMENT MADE effective this 1st day of October, 2003.

BETWEEN:

                      ADDISON YORK INSURANCE BROKERS, LTD.
                    a body corporate duly incorporated under
                the laws of the State of Delaware and carrying on
                    business in the United States of America
                  (hereinafter referred to as the "Employer")

                                     - and -

                             FREDERICK G. JOHNS JR.
                 an individual, resident in the City of Arcadia
                           in the State of California
                       (hereinafter called the "Employee")


WHEREAS the Employer owns and operates a licensed general insurance brokerage in
the State of  California  under the business name of "Johns  Insurance  Agency",
(the "Business");

AND WHEREAS the  Employer is  desirous of  employing  the  Employee to serve the
Employer as an insurance brokerage manager (the "Manager");

AND  WHEREAS  it is a  condition  of  employment  that this  Agreement  be first
executed;

FNOW THEREFORE in consideration of the mutual covenants, provisos and
consideration paid, the receipt and sufficiency which is hereby acknowledged,
the parties hereto respectively covenant and agree as follows:

1.00 DEFINITIONS

1.01 In this Agreement and in any amendment  hereto,  the following  terms shall
     have the following meanings:
     a)   "Clients" mean any and all past,  present or prospective  customers of
          the Employer;
     b)   "Commencement Date" means the 1st day of October, 2003.
     c)   "Owned  Commission  Revenue"  means the  commission  revenue  actually
          received by the Employer  from  insurance  companies in respect of the
          sales of general  insurance  policies  by the  Business,  but does not
          include any:
          i)   revenues  derived by the Purchaser from those persons or agencies
               set forth on Schedule "A" attached hereto or any revenues derived
               by the Purchaser from similar joint venture or revenue processing
               agreements  which the  Purchaser  may enter into either before or
               after the Commencement Date;
          ii)  life insurance revenues;



                                       1
<PAGE>


          iii) interest income; or
          iv)  finance charges.

1.02 Unless  otherwise  indicated,  all  dollar  amounts  referred  to  in  this
     Agreement or in the Schedules are in United States funds.

2.00 EMPLOYMENT

2.01 The Employer shall employ the Employee and the Employee agrees to serve the
     Employer  and to  perform  on behalf of the  Employer  all such  reasonable
     duties  as may  from  time  to  time  be  authorized  and  directed  by the
     Employer's Board of Directors which, without limiting the generality of the
     foregoing, shall include the rendering by the Employee in his capacity as a
     Manager,   management,   supervisory  and  insurance  sales  services  (the
     "Services")  to the Employer and others as may  reasonably be required from
     time to time.

3.00 REMUNERATION

3.01 For services to be rendered, the Employee shall be paid a monthly salary in
     the amount of $8,333.33 per month during the Term of this  Agreement.  Such
     salary shall be paid to the  Employee on a monthly  basis in arrears at the
     end of each month during the Term hereof.

3.02 If,  during the Term hereof,  the  Employer's  earnings  before income tax,
     depreciation and  amortization  ("EBITDA") from the Business have increased
     in excess of THIRTY (30%)  PERCENT over the periods:  (i)  beginning on the
     Commencement Date and ending on March 31, 2004; and (ii) beginning on April
     1st, 2004 and ending on March 31st,  2005;  then the Employee shall receive
     from the Employer  and the  Employer  shall pay to the Employee as a bonus,
     FIFTY  (50%)  percent of that  portion of the EBITDA  which is in excess of
     THIRTY (30%) PERCENT (the "EBITDA Bonus").  The EBITDA Bonus, if any, shall
     be  determined by the Employer and be paid to the Employee on or before 120
     days from the end of the terms set forth in 3.02(i)  and (ii).  The parties
     hereto  agree that the EBITDA of the Employer  from the  Business  shall be
     determined by the Employer in accordance with Canadian  generally  accepted
     accounting  principles.  In addition,  when  determining  the EBITDA of the
     Employer from the Business,  the Employer  shall take into account only the
     Owned Commission Revenue.

3.03 The Employee  shall receive from the Employer and the Employer shall pay to
     the Employee as a commission,  ONE HUNDRED (100%) percent of the commission
     revenues  received by the Employer and derived from sales of life insurance
     policies  sold by the Employee  personally to the  Employer's  Clients (the
     "Life Insurance  Commission").  The Life Insurance Commission shall be paid
     to the  Employee  in  arrears  on the last day of the  month in which  such
     revenues are received by the Employer.

3.04 The  remuneration  provided  in  Section  3.00  herein  shall be subject to
     payroll  deductions  for  income  tax and for  any and all  other  employee
     deductions or remittances  required by law and imposed upon the Employer to
     collect and remit to any level of government or



                                       2
<PAGE>

     regulatory authority.

4.00 TERM

4.01 Subject to the terms and  conditions of this  Agreement,  the employment of
     the Employee shall extend from the date hereof and continue until March 31,
     2005 (the "Term").  This  Agreement may be renewed for  successive  ONE (1)
     YEAR terms upon the mutual agreement of the parties hereto.

5.00 DUTIES AND OBLIGATIONS OF THE EMPLOYEE

5.01 The  Employee  shall  serve the  Employer  during  the  continuance  of his
     employment and he shall devote  substantially  his whole time and attention
     to these duties and the provision of the Services and shall not directly or
     indirectly engage in or be concerned in or interested in any other business
     of any kind  which may  interfere,  restrict  or  conflict  with his duties
     hereunder or the provision by him of the Services.

5.02 The  Employee  shall use his best efforts to market,  service,  promote and
     sell the products and services of the Employer.

5.03 The Employee shall take all reasonable steps to promote the Employer's good
     name and goodwill and shall not, under any circumstances, take any steps or
     allow  through  inaction,  the  Employer's  good  name to be  brought  into
     disrepute.

5.04 The Employee shall  continue to be bound by all of the Employer's  policies
     in effect to date, or as amended from time to time with  reasonable  notice
     to the Employee.

5.05 Subject  to  the  terms  and  conditions  of  this  Agreement,   all  fees,
     compensation,  money and other  things of value  received  or realized as a
     result  of  the  Employee's  rendering  of the  Services,  be  they  sales,
     supervisory,  managerial  or  otherwise,  and all income  generated  by the
     Employee  shall  belong  to the  Employer,  whether  paid  directly  to the
     Employee or to the Employer,  if such income stems from the Business of the
     Employer.

5.06 The Employee  acknowledges that he will provide the Employer with a minimum
     of FORTY (40) hours of Services each calendar week.

5.07 The Employee shall, at his own expense,  hold and maintain in good standing
     any and all such qualifications,  professional  designations,  licenses and
     permits as may be required, necessary or desirable for the provision of the
     Services to the Employer and its Clients.

6.00 DUTIES AND OBLIGATIONS OF THE EMPLOYER

6.01 The Employer shall  remunerate the Employee in accordance with the terms of
     Article 3.00 hereof.

6.02 Subject to the terms and conditions  governing the Employer,  and all other
     applicable laws



                                       3
<PAGE>

     and regulations, the Employer shall have the power to:
     a)   assign Clients to the Employee;
     b)   review all work and Services performed by the Employee;
     c)   modify or cancel such work;
     d)   require the Employee to revise such work;
     e)   determine the time and manner of performance of all work; and
     f)   determine  the  standards  of  performance  and,  within  reason,  the
          necessary hours of work.

6.03 The Employer shall provide,  if and when possible the Employee with private
     office space,  secretarial assistance,  general office supplies,  reference
     materials and research aids and such other  facilities  and services as are
     customary  and  consistent  for the proper  performance  of the  Employee's
     duties as a Manager.

7.00 HOLIDAYS/VACATIONS

7.01 The Employee shall be allowed FOUR (4) WEEKS of annual paid vacation.

7.02 All dates for holidays or vacations  ("Vacation  Dates") shall be agreed to
     by both parties,  acting reasonably and in a business and professional like
     manner.  All holiday or vacation requests must be submitted by the Employee
     to the  Employer  at least 60 days in  advance  of the  requested  Vacation
     Dates.

8.00 EMPLOYMENT RELATIONSHIP

8.01 The Employee agrees that he is an employee of the Employer and shall not be
     deemed to be an independent contractor at any time.

8.02 There shall be no agency established in any form or manner.

8.03 The  Employer is to have  control of the manner,  method and details of the
     performance of the Services  provided by the Employee at all material times
     and, the Employee shall comply with all reasonable requests of the Employer
     with respect to the Services,  the location of performance of the Services,
     and method of performance of the Services.

8.04 The  Employee  shall  not,  without  the  express  written  consent  of the
     Employer,  take any action that would bind the  Employer  to any  agreement
     outside the normal  day-to-day  operations of the Employer or any agreement
     in excess of $1,000.00 whether a part of the day-to-day activities or not.

8.05 The Employee,  at all times, and for the purposes of this Agreement,  shall
     personally fulfil the performance of the Services,  and shall not permit or
     allow any other  person to fulfil such  Services  at any time,  without the
     express consent of the Employer.

8.06 Any and all Clients found,  solicited or discovered by the Employee and all
     information



                                       4
<PAGE>

     received by the Employee  while  providing  the Services to the Employer as
     set out in this Agreement shall remain the property of the Employer.

8.07 The  Employee  shall,  upon the  request of the  Employer  and at any time,
     execute  any  form of  confidentiality  agreement  then  being  used by the
     Employer.

8.08 Nothing  contained  herein  shall  be  construed  to give the  Employee  an
     interest in the tangible or intangible assets of the Employer.

9.00 TERMINATION

9.01 The Employer and the Employee agree that the Employer shall and hereby does
     reserve the right to immediately  terminate of the Employee for just cause.
     Just cause being at the sole discretion of the Employer, acting reasonably,
     and,  includes,  without  restricting the generality of the foregoing,  the
     Employee:
     a)   being responsible for breach of any covenant herein to be performed by
          the Employee;
     b)   performing the Services in an unsatisfactory or unprofessional manner;
     c)   conducting  himself in such a manner that the retention of a Client is
          jeopardized,  a Client,  is lost,  or the  goodwill of the Employer is
          harmed in any way whatsoever;
     d)   ceases to be of good character;
     e)   failing or refusing  to comply with the  policies  and  standards  and
          regulations from time to time established by the Employer;
     f)   committing  fraud,  being dishonest or committing  other misconduct in
          the performance of services rendered on behalf of the Employer;
     g)   failing or refusing to faithfully or diligently  perform any provision
          of this Agreement or the usual and customary duties of his employment;
          or
     h)   engaging  in any form of  substance  abuse  which  may or may have the
          effect of hindering the Employee in the performance of the Services.

9.02 Notwithstanding the foregoing,  this Agreement shall immediately  terminate
     upon:
     a)   death of the Employee;
     b)   the Employee attaining the age of SIXTY-FIVE (65) years;
     c)   the Employee becoming insolvent or being adjudged bankrupt;
     d)   the failure of Employee to become  bonded or continue to remain bonded
          during the term of this Agreement;
     e)   the  Employee  being  elected to hold office or  accepting  employment
          which by operation of law places  restrictions or limitations upon his
          continued performance of the Services; or
     f)   the Employee becoming, without having obtained the Employer's consent,
          a  shareholder,  an  officer,  director,  agent or employee of another
          Employer in a related business to that of the Employer;
     g)   a bona fide determination by the Employer to sell all or substantially
          all of the assets of the Employer or to liquidate or  discontinue  the
          Business;
     h)   the failure of Employee to hold and maintain in good  standing any and
          all



                                       5
<PAGE>

          licences,   permits,   professional   designations  or  qualifications
          necessary or required by the Employee in order to provide the Services
          hereunder; or
     i)   the end of the Term  hereof if the same is not  extended or renewed in
          accordance with the terms hereof.

9.03 The Employee covenants and agrees with the Employer that the Employee shall
     not be entitled to severance pay if this Agreement and any renewals thereof
     is at anytime terminated in accordance with the terms hereof.

10.00 MISCELLANEOUS

10.01 This agreement merges with and  supercedes  all prior and  contemporaneous
     agreements,  assurances,  representations,  and communications  between the
     parties hereto.

10.02 No amendment or variation of the terms, conditions, warranties, covenants,
     agreements  and  undertakings  set  forth  herein  shall be of any force or
     effect  unless the same shall be reduced to writing  duly  executed  by all
     parties  hereto  in the same  manner  and with the same  formality  as this
     agreement is executed.

10.03 This Agreement and the rights and  obligations hereunder shall be governed
     by and construed in accordance with the laws of the State of California.

10.04 No  provision of this  agreement  shall be deemed  to be  waived  unless a
     waiver is in  writing.  Any waiver of any default  committed  by any of the
     parties  hereto  in the  observance  or  performance  of any  part  of this
     agreement shall not extend to or be taken in any manner to effect any other
     default.

10.05 The parties hereto, and each of them, covenant and agree that each of them
     shall and will,  upon  reasonable  request of the other  party,  make,  do,
     execute or cause to be made,  done or executed,  all such further and other
     lawful acts,  deeds,  things,  devices and  assurances  whatsoever  for the
     better or more perfect and absolute performance of the terms and conditions
     of this agreement.

10.06 In this agreement  words  importing the singular  shall include the plural
     and words importing the masculine shall include the feminine or neuter,  or
     vice versa, as the context, or the number of or gender of the parties, from
     time  to  time  so  requires.   Words   importing   persons  shall  include
     corporations, companies, partnerships, syndicates, trusts and any number or
     aggregate of persons.

10.07 The headings of the clauses contained in this agreement have been inserted
     for  convenience of reference only and shall not affect the  interpretation
     of this agreement.

10.08 Should any provision  of this  agreement  be  illegal,  void or  otherwise
     unenforceable  such  provision  shall  be  severable  from the rest of this
     agreement  and the rest of this  agreement



                                       6
<PAGE>

     shall  remain in full force and effect and be binding  upon the  parties as
     though the said provision or provisions had never been included.

10.09 This agreement  and its terms shall not be assigned by the Employee to any
     other person, firm,  corporation,  or entity. This Agreement shall be fully
     assignable by the Employer.

10.10 All notices,   requests,   demands,  elections  and  other  communications
     hereunder  shall be in writing  and shall be deemed to have been duly given
     only if delivered:
     TO:               THE EMPLOYER
                       355, 10333 Southport Road, SW
                       Calgary, Alberta, T2W 3X6
                       Attn: Primo Podorieszach
     TO:               THE EMPLOYEE
                       320 Hacienda Dr.
                       Arcadia, California, 91006
                       Attn: Frederick G. Johns Jr.
     Either  party may change its  address  for the notice by a notice  given as
     herein provided. A notice which is mailed will be considered as having been
     given at such time as it would in the  ordinary  course of mail be received
     by the party to which it is directed.

10.11 This agreement may be executed in any number of counterparts by any one or
     more of the parties.  Each  executed  counterpart  shall be deemed to be an
     original and such  counterpart  shall together  constitute one and the same
     agreement.


IN WITNESS  WHEREOF the parties  hereto have hereunto  affixed their  respective
signatures  and this  agreement  is  delivered  all as of the date  first  above
written.

ADDISON YORK INSURANCE BROKERS LTD.


ADDISON YORK INSURANCE BROKERS, LTD.


Per: /s/ Primo Podorieszach
     -----------------------------


/s/ Charles R. Duffy                        /s/ Frederick G. Johns Jr.
----------------------------------          ------------------------------
Witness FREDERICK G. JOHNS JR.


<PAGE>


                                  SCHEDULE "A"


Weaver & Associates, Inc.
PTL Insurance Brokers, Inc.
Pasadena Insurance Agency, Inc.




<PAGE>


                                  SCHEDULE "H"

                             PERMITTED ENCUMBRANCES

Safeco Credit Co. Inc.  telephone  system lease as per the  Financing  Statement
attached hereto.



<PAGE>


                                  SCHEDULE "I"

                   TAX RETURNS AND OTHER TAX MATTERS OF VENDOR







<PAGE>


                                  SCHEDULE "J"

                  VOLUME REPORTS AND SUMMARY PRODUCTION REPORTS






<PAGE>


                                  SCHEDULE "K"

                               VENDOR'S INSURANCE






<PAGE>


                                  SCHEDULE "L"

                                ESCROW AGREEMENT




                                ESCROW AGREEMENT
                                ----------------

THIS ESCROW AGREEMENT ("Agreement") is made as of the 6th day of November, 2003.

BETWEEN

                      Addison York Insurance Brokers, Ltd.
                             a Delaware corporation
                                ("Addison York")

                                       AND

                          Johns Insurance Agency, Inc.
                            a California corporation
                                   ("Vendor")

                                       AND

                      Demiantschuk Milley Burke & Hoffinger
                      a partnership formed pursuant to the
                         Laws of the Province of Alberta
                              (the "Escrow Agent")

                                       AND

                              Johns Revocable Trust
         a trust formed pursuant to the laws of the State of California,
                 (hereinafter referred to as the "Shareholder")


WHEREAS Addison York,  Vendor,  Frederick G. Johns Jr. and the Shareholder  have
made,  executed and delivered an Asset Purchase  Agreement dated effective as of
the 1st day October, 2003 (the "Asset Purchase Agreement"),  a copy of which has
been delivered to the Escrow Agent for reference purposes.

AND  WHEREAS  the  terms of the Asset  Purchase  Agreement  provide  that on the
Closing  Date,  among other  things,  Addison  York shall  deliver to the Escrow
Agent: 1) a certified cheque or money order in the amount of  $1,397,750.00  for
the  Initial  Deposit;  and 2) a  Promissory  Note in the  principal  amount  of
$174,719.00 for the Final Payment.

AND WHEREAS  Addison York,  Vendor and the Shareholder  have made,  executed and
delivered an Agency  Agreement dated  effective as of the 1st day October,  2003
(the "Agency Agreement"), a copy of which has been delivered to the Escrow Agent
for reference purposes.

AND WHEREAS the terms of the Agency Agreement  provide that on the Closing Date,
among other things,  the  Shareholder  shall deliver to the Escrow Agent a fully
completed and executed Securities Pledge Agreement along with share certificates
fully endorsed for transfer.


<PAGE>


AND WHEREAS This  Agreement is made,  executed and delivered by Addison York and
Vendor  pursuant to Article 3.00 of the Asset Purchase  Agreement to provide for
the Escrow Fund (as hereinafter defined in this Agreement) from which Vendor may
be paid as provided in Sections 3.04 and 3.05 of the Asset Purchase Agreement in
the manner set forth herein.

NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,   covenants  and
agreements  contained  herein and in the Asset Purchase  Agreement,  the parties
hereto agree as follows:

1.00 Interpretation
-------------------

1.01 Any word,  term or phrase that is defined in the Asset  Purchase  Agreement
     and not otherwise defined herein shall, when used as a defined term in this
     Agreement,  have the same meaning that each respectively has when used as a
     defined term in the Asset Purchase Agreement.

1.02 Unless  otherwise  indicated,  all  dollar  amounts  referred  to  in  this
     Agreement are in United States funds.

1.03 The term  "Escrow  Fund" means the amounts  delivered  to the Escrow  Agent
     pursuant to this Agreement, less distributions therefrom in accordance with
     the terms of the Asset  Purchase  Agreement  and this  Agreement  and shall
     include any and all interest or other income  received from the  investment
     or reinvestment thereof.

2.00 Appointment of the Escrow Agent.
-------------------------------------

2.01 Addison  York,  Shareholder  and Vendor hereby  constitute  and appoint the
     Escrow Agent as, and the Escrow  Agent hereby  agrees to assume and perform
     the duties of, the Escrow Agent under and pursuant to this  Agreement.  The
     Escrow  Agent also  acknowledges  receipt of an executed  copy of the Asset
     Purchase  Agreement,   the  Agency  Agreement  and  the  Securities  Pledge
     Agreement.

3.00 Establishment of Escrow Fund.
----------------------------------

3.01 The parties  acknowledge  that  Addison  York has  delivered  to the Escrow
     Agent:
     a)   a Promissory Note for the Final Payment; and
     b)   the Initial  Deposit in the form of a certified  cheque or money order
          in the amount of $1,397,750.00.

3.02 The Initial  Deposit  shall be used by the Escrow  Agent to  establish  the
     Escrow  Fund  in  accordance  with  Section  3.03  of  the  Asset  Purchase
     Agreement.

3.03 Upon receipt by the Escrow Agent from Addison York of a certified cheque or
     money order for the Final  Payment as  determined  in  accordance  with the
     terms of paragraph 3.04


<PAGE>

     of the Asset Purchase  Agreement,  the Escrow Agent shall deposit the Final
     Payment  into the Escrow  Fund and return  the  Promissory  Note to Addison
     York.

4.00 Disposition of Escrow Fund.
--------------------------------

4.01 Addison  York and Vendor  hereby  instruct  the Escrow Agent and the Escrow
     Agent  hereby  agrees to hold,  invest and  dispose  of the Escrow  Fund in
     accordance  with and  subject to the  terms,  conditions,  limitations  and
     restrictions contained in this Agreement and the Asset Purchase Agreement.

5.00 Receipt of Income.
-----------------------

5.01 The Escrow  Agent shall  receive and collect any and all interest and other
     income of a kindred  nature  arising with  respect to the Escrow Fund,  and
     shall  reinvest  such  interest and other  income.  Any taxes  payable with
     respect to interest and other  income  accruing on the Escrow Fund shall be
     the  responsibility  of the party to whom such  interest or other income is
     distributed hereunder.

6.00 Investment.
----------------

6.01 The Escrow  Agent may invest and  reinvest all cash funds from time to time
     comprising  part of the Escrow Fund in: (i) bonds or other  obligations  of
     the  government  of the  United  States of America or Canada and not having
     maturities  of greater than one year;  or (ii) demand or time  deposits in,
     certificates of deposit of, or money market  accounts/funds of a depository
     institution  or trust  company  incorporated  under the laws of the  United
     States of America or Canada,  or any state or province thereof (as the case
     may be) or the District of Columbia (if such  institution  has a Short-Term
     Issuer Credit Rating of at least A-1+ and a Long-Term  Issuer Credit Rating
     of at least AAA, each from Standard & Poors,  and a Moody's Bank  Financial
     Strength Rating of A+ and not having  maturities  greater than one year; or
     (iii) if after the  Adjustment  is made and  accounted for hereunder and in
     accordance with the terms of Article 3.00 of the Asset Purchase  Agreement,
     then such other investments as the Vendor shall approve in writing.  In the
     absence of written direction  delivered to the Escrow Agent by Addison York
     and Vendor, the Escrow Agent shall invest the cash funds of the Escrow Fund
     in a money market fund  consisting of the  securities  described in clauses
     (i) and (ii) of the preceding sentence.

7.00 Authority for Payments.
----------------------------

7.01 The  Escrow  Fund has been  established,  in part,  to  provide a means for
     ensuring  that the actual Earned  Commission  revenue from the Business for
     the one year period  following the Effective Date is at least  $970,660.00.
     Section 3.04 of the Asset  Purchase  Agreement  provides  that Addison York
     shall  prepare  a  Purchase  Price   reconciliation   to  show  the  actual
     Commissions  Earned from the Business.  Accordingly,  in connection  with a
     payment  into or out of the Escrow  Fund  pursuant  to Section  3.04 of the
     Asset Purchase Agreement,  the Escrow Agent shall make


<PAGE>

     payments into or out of the Fund pursuant to or in accordance  with:  (i) a
     written  authorization  signed by Addison York and the Vendor  delivered to
     the Escrow  Agent,  which  authorization  shall set forth the amount of the
     Adjusted Final Payment or the Escrow Fund Reduction, as the case may be; or
     (ii)  a  certified  copy  of a  final  judgment  of a  court  of  competent
     jurisdiction,  provided, however, that a certified copy of a final judgment
     shall  serve  as a valid  determination  only if the time  for  appeal  has
     expired and no appeal has been perfected or all appeals have been exhausted
     or no further right of appeal exists.

7.02 If the Adjustment,  as determined in accordance with the terms of paragraph
     3.04 of the Asset Purchase Agreement,  results in an Escrow Fund Reduction,
     the Escrow  Agent  shall  withdraw  from the Escrow  Fund the amount of the
     Escrow Fund  Reduction  and pay such amount to Addison  York by  solicitors
     trust  cheque,  certified  cheque  or  money  order  as  specified  in  the
     authorization  delivered  pursuant  to  paragraph  7.01(i)  or (ii) of this
     Agreement.

7.03 Following the  determination of the Adjustment in accordance with the terms
     of paragraph 3.04 of the Asset Purchase  Agreement,  the Escrow Agent shall
     deal with the monies  deposited into the Escrow Fund in accordance with the
     following terms:
     (a)  within  three  days of the end of the 15th month  after the  Effective
          Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust
          cheque,  a  certified  cheque or a money order for one sixth of all of
          the monies then in the Escrow Fund;
     (b)  within  three  days of the end of the 27th month  after the  Effective
          Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust
          cheque,  a  certified  cheque or a money order for one fifth of all of
          the monies then in the Escrow Fund;
     (c)  within  three  days of the end of the 39th month  after the  Effective
          Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust
          cheque,  a certified  cheque or a money order for one fourth of all of
          the monies then in the Escrow Fund;
     (d)  within  three  days of the end of the 51st month  after the  Effective
          Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust
          cheque,  a  certified  cheque or a money order for one third of all of
          the monies then in the Escrow Fund;
     (e)  within  three  days of the end of the 63rd month  after the  Effective
          Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust
          cheque, a certified cheque or a money order for one half of all of the
          monies then in the Escrow Fund; and
     (f)  within  three  days of the end of the 75th month  after the  Effective
          Date, the Escrow Agent shall deliver to the Vendor a solicitor's trust
          cheque,  a certified cheque or a money order for the balance of all of
          the monies then in the Escrow Fund.

8.00 Securities Pledge Agreement and Directors Resolution
---------------------------------------------------------

The Escrow Agent shall receive the Securities  Pledge  Agreement,  the Directors
Resolution and the share certificates  associated  therewith and shall deal with
the same in accordance with the following terms:

(a)  if JIA is in default of the  performance of its obligations as set forth in
     the Agency  Agreement and AYI notifies the Escrow Agent of that default and
     demands in writing  that the  Securities  Pledge  Agreement  and  Directors
     Resolution  be  released  to AYI,  then the Escrow  Agent  shall  forthwith
     deliver  the


<PAGE>

     Securities  Pledge  Agreement  (and  the  share   certificates   associated
     therewith)  and the Directors  Resolution to AYI, and once  delivered,  the
     Escrow Agent shall be released from any and all obligations  concerning the
     Securities Pledge Agreement and Directors Resolution; or
(b)  upon the  termination  of the Agency  Agreement and if no notice of default
     has been received by the Escrow Agent from AYI in accordance with the terms
     of  sub-paragraph  (a), then the Escrow Agent shall deliver the  Securities
     Pledge  Agreement  (and the share  certificates  associated  therewith) and
     Directors  Resolution to the  Shareholder  and once  delivered,  the Escrow
     Agent  shall  be  released  from  any and all  obligations  concerning  the
     Securities Pledge Agreement (the share certificates  associated  therewith)
     and Directors Resolution.

9.00 Fees and Expenses.
-----------------------

9.01 The Escrow  Agent  shall be entitled  to fees for its  services  under this
     Escrow  Agreement in accordance  with the fee schedule  attached  hereto as
     Schedule "A" and to  reimbursement  for all reasonable  costs,  charges and
     expenses (including  reasonable attorney fees) incurred by it in connection
     therewith.  The Addison York shall be  responsible  for the payment of such
     fees, costs, charges and expenses.

10.00 Limitations on Duties and Liabilities of the Escrow Agent.
-----------------------------------------------------------------

10.01 Unless otherwise  expressly  provided in this Agreement,  the Escrow Agent
     shall:
     a)   not be  held  liable  for any  action  taken  or  omitted  under  this
          Agreement  so long as it shall have  acted in good  faith and  without
          negligence;
     b)   have no  responsibility  to inquire into or determine the genuineness,
          authenticity,  or  sufficiency  of any  securities,  checks,  or other
          documents or instruments submitted to it in connection with its duties
          under and pursuant to this Agreement;
     c)   be entitled to deem (unless it has actual  knowledge to the  contrary)
          the  signatories  of any  documents  or  instruments  submitted  to it
          pursuant to this  Agreement as being those  purported to be authorized
          to sign such documents or instruments on behalf of the parties to this
          Agreement  and  shall  be  entitled  to  rely  (unless  it has  actual
          knowledge to the contrary)  upon the  genuineness of the signatures of
          such signatories without inquiry and without requiring  substantiating
          evidence of any kind;
     d)   not be responsible  for tax reporting  with respect to  distributions;
          and
     e)   have no  responsibility  or  liability  for any  diminution  which may
          result from any investments or  reinvestments  made in accordance with
          any provisions contained in this Agreement.

11.00 Resignation and Removal of the Escrow Agent.
----------------------------------------------------

11.01 The Escrow Agent may resign as such thirty (30) days following  the giving
     of prior written notice thereof to Addison York and Vendor.  Similarly, the
     Escrow  Agent may be

<PAGE>

     removed  and  replaced  following  the giving of thirty  (30)  days'  prior
     written   notice  to  the  Escrow   Agent  by  Addison   York  and  Vendor.
     Notwithstanding  the  foregoing,  no such  resignation  or removal shall be
     effective until a successor  Escrow Agent has  acknowledged its appointment
     as such as provided  in  paragraph  (c) below.  In either  event,  upon the
     effective  date of such  resignation  or  removal,  the Escrow  Agent shall
     deliver the property comprising the Escrow Fund to a successor Escrow Agent
     appointed  by Addison  York and  Vendor as  evidenced  by a written  notice
     executed by Addison York and Vendor and filed with the Escrow Agent.

11.02 If Addison York and Vendor  are  unable to agree upon a  successor  Escrow
     Agent,  or shall have failed to appoint a successor  Escrow  Agent prior to
     the expiration of thirty (30) days following the date of the notice of such
     resignation or removal, the then acting Escrow Agent may petition any court
     of competent  jurisdiction for the appointment of a successor Escrow Agent,
     or other appropriate  relief,  and any such resulting  appointment shall be
     binding upon all of the parties to this Agreement.

11.03 Upon acknowledgment  by any successor Escrow Agent appointed in accordance
     with the  foregoing  provisions of this Section 11.00 of the receipt of the
     property  then  comprising  the Escrow Fund,  the then acting  Escrow Agent
     shall be fully released and relieved of all duties,  responsibilities,  and
     obligations under this Agreement.

12.00 Indemnification of the Escrow Agent.
------------------------------------------

12.01 Addison York and  Vendor,  or their  respective  successors  and  assigns,
     jointly and  severally  agree to indemnify  and save and hold  harmless the
     Escrow  Agent and its  successors  and  assigns  of,  from and  against all
     losses,  costs and expenses that the Escrow Agent shall sustain or incur as
     a result  of the  Escrow  Agent's  involvement  as a party  thereto  in any
     litigation  commenced prior to the  termination of this Agreement,  arising
     from the performance by the Escrow Agent of its duties and responsibilities
     under  and  pursuant  to this  Agreement  that is not  attributable  in any
     manner,  or to any extent,  to any action taken, or omitted,  by the Escrow
     Agent in  connection  with this  Agreement  in  respect of which the Escrow
     Agent shall have been adjudged to have been negligent.

13.00 Termination of Escrow Fund.
---------------------------------

13.01 This  Agreement (other than Sections  9.00 and 12.00) shall  automatically
     terminate  when all of the funds  held by the  Escrow  Agent as part of the
     Escrow Fund shall have been distributed,  or otherwise  disposed of, at any
     time  while  this  Agreement  remains  in  effect  by the  Escrow  Agent in
     accordance with the terms of this Agreement.

14.00 Notices.
--------------

Any notice or other  communication  required or permitted  hereunder shall be in
writing  and shall be  considered  delivered  in all  respects  when it has been
delivered by hand or overnight courier, by acknowledged  facsimile  transmission
followed by the original mailed by certified mail, return

<PAGE>

receipt  requested,  or three (3) days  after it is mailed  by  certified  mail,
return receipt requested, first class postage prepaid, addressed as follows:

TO ADDISON YORK:                        Attn: Primo Podorieszach
                                        355, 10333 Southport Road, SW
                                        Calgary, Alberta, T2W 3X6
                                        Fax: (250) 376-1782
TO VENDOR                               320 Hacienda Dr.
                                        Arcadia, California, 91006
                                        Attn: Frederick G. Johns Jr.
TO THE ESCROW AGENT:                    Demiantschuk Milley Burke & Hoffinger
                                        1200, 1015 - 4th Street, SW
                                        Calgary, Alberta, T2R 1J4
                                        Attn: Thomas Milley
                                        Fax: (403) 263-8529
TO THE SHAREHOLDER                      Johns Revocable Trust
                                        320 Hacienda Dr.
                                        Arcadia, California, 91006
                                        Attn: Frederick G. Johns Jr.
or such  other  addresses  as shall be  similarly  furnished  in writing by such
party.

15.00 Continuance of Agreement.
-------------------------------

This Agreement shall be binding upon the parties hereto and their respective
successors and assigns.

16.00 Applicable Law.
---------------------

This Agreement  shall be governed by and construed  under and in accordance with
the laws of the  Province of Alberta and the parties  hereto agree to attorn and
submit  all  disputes  arising  hereunder  to the  jurisdiction  of the Court of
Queen's Bench of Alberta. .

17.00 Counterparts.
-------------------

This Agreement may be exercised in  counterparts,  each of which shall be deemed
an  original  and all of  which  together  shall  constitute  one  and the  same
agreement. Each of the parties to this Agreement agrees that a signature affixed
to a counterpart  of this  Agreement and delivered by facsimile by any person is
intended  to be its,  his or her  signature  and  shall be  valid,  binding  and
enforceable against such person.


IN WITNESS  WHEREOF,  the parties  hereto has executed this  Agreement as of the
date and year first above written.


<PAGE>

ADDISON YORK INSURANCE BROKERS, LTD.


Per: /s/ Primo Podorieszach
     -----------------------------


JOHNS INSURANCE AGENCY, INC.


Per: /s/ Frederick G. Johns Jr.
     -----------------------------

DEMIANTSCHUK MILLEY BURKE & HOFFINGER


Per: /s/ Tom Milley
     -----------------------------


JOHNS REVOCABLE TRUST


Per: /s Frederick G. Johns Jr.
     -----------------------------

Per: /s/ Jan L. Johns
     -----------------------------



<PAGE>


SCHEDULE "A"

                                Schedule of Fees



1.   For  making  investments  on  behalf  of  the  Escrow  Fund -  $100.00  per
     investment;
2.   For redeeming  investments  made on behalf of the Escrow Fund - $100.00 per
     redemption;
3.   For making  scheduled  payments  to Vendor out of the Escrow Fund - $200.00
     per scheduled payment;
4.   Annual Administration Fee (payable annually in advance) - $200.00;
5.   Reimbursement of reasonable costs,  charges and expenses incurred by Escrow
     Agent in  connection  with the  Agreement,  including  but not  limited  to
     reasonable  attorney's  fees and expenses  incurred with outside counsel if
     required;
6.   Reasonable out-of-pocket expenses, i.e., postage, stationery, etc.; and
7.   For any and all other  matters not set forth  herein the sum of $250.00 per
     hour.




<PAGE>


                                  SCHEDULE "M"

                             JOINT VENTURE AGENCIES



1.   Weaver & Associates, Inc.;
2.   PTL Insurance Brokers, Inc.; and
3.   Pasadena Insurance Agency, Inc. 1.





<PAGE>



                                  SCHEDULE "N"

        VENDOR'S EXISTING CARRIER APPOINTMENTS WITH A B+ OR HIGHER RATING





<PAGE>


                                  SCHEDULE "O"

                                 PROMISSORY NOTE



                                 PROMISSORY NOTE
                                 ---------------


WHEREAS,  Johns Insurance Agency,  Inc.  ("JIA"),  Frederick G. Johns Jr., Johns
Revocable  Trust and Addison York  Insurance  Brokers,  Ltd.  ("Addison"),  have
entered into an Asset Purchase  Agreement,  dated effective as of the 1st day of
October, 2003 (the "Agreement"), pursuant to which JIA agreed to sell, transfer,
convey,  assign and  deliver to  Addison,  certain  assets as more  particularly
described Agreement;

AND WHEREAS JIA, Addison and Demiantschuk  Milley Burke & Hoffinger have entered
into an Escrow  Agreement dated the 6th day of November,  2003, in order to deal
with the payment provisions set forth in Article 3.00 of the Agreement;

AND WHEREAS this promissory  note is being delivered  pursuant to paragraph 3.03
of the  Agreement to be utilized and  adjusted in  accordance  with the terms of
Article  3.00 of the  Agreement  and the  terms  and  conditions  of the  Escrow
Agreement;

NOW  THEREFORE  FOR VALUE  RECEIVED  the  undersigned  Promissor,  ADDISON  YORK
INSURANCE  BROKERS,  LTD.,  a  Delaware  corporation,  promises  to pay to JOHNS
INSURANCE  AGENCY,  INC.,  the sum of ONE HUNDRED  SEVENTY-FOUR  THOUSAND  SEVEN
HUNDRED AND NINETEEN  ($174,719.00)  DOLLARS  (hereinafter called the "Principal
Amount") at ZERO (0%) PERCENT interest per annum,  which sum shall be payable in
full on December 31st, 2005. Notwithstanding the foregoing, the Principal Amount
is subject to  Adjustment as is more  particularly  set forth in Article 3.00 of
the Agreement.  The Promissor waives presentment for payment, notice of protest,
demand for payment and notice of non-payment.

DATED at the City of Calgary, in the Province of Alberta this 1st day of
October, 2003.

ADDISON YORK INSURANCE BROKERS, LTD.


Per: /s/ Primo Podorieszach
     -----------------------------




<PAGE>


                                  SCHEDULE "P"

                                AGENCY AGREEMENT




THIS AGENCY AGREEMENT IS MADE EFFECTIVE THIS 1st DAY OF OCTOBER, 2003

BETWEEN:

                      ADDISON YORK INSURANCE BROKERS, LTD.
                  a body corporate incorporated pursuant to the
                          laws of the State of Delaware
                       (hereinafter referred to as "AYI")

                                     - and -

                          JOHNS INSURANCE AGENCY, INC.
                          a body corporate incorporated
                 pursuant to the laws of the State of California
                       (hereinafter referred to as "JIA")

                                     - and -

                              JOHNS REVOCABLE TRUST
         a trust formed pursuant to the laws of the State of California,
                 (hereinafter referred to as the "Shareholder")



WHEREAS AYI, JIA, Frederick G. Johns Jr. and the Shareholder have made, executed
and delivered a certain Asset Purchase  Agreement  dated effective as of the 1st
day of October, 2003 (the "APA").

AND  WHEREAS  as at the date of the APA,  AYI may not have  obtained  all of the
necessary regulatory approvals to operate as an insurance broker or agent in the
State of  California  and AYI has not obtained  all of the Carrier  Appointments
from those carriers listed in Schedule "N" of the APA.

AND WHEREAS  pursuant to the terms of the APA, JIA has agreed to enter into this
Agency Agreement in order to allow AYI to process its clients insurance policies
through JIA, whereby AYI shall receive all revenues  therefrom and shall pay all
of JIA's  reasonable out of pocket  expenses and costs  associated  therewith in
accordance with the terms hereof.

AND WHEREAS the Shareholder  has agreed to enter into this Agency  Agreement and
the Securities Pledge Agreement  (attached as Schedule "D" hereto) as additional
security  for the  performance  of JIA's  obligations  to AYI under  the  Agency
Agreement.

NOW,  THEREFORE,  in  consideration  of  the  mutual  premises,   covenants  and
agreements contained herein and in the APA, the parties hereto agree as follows:

1.00 DEFINITIONS



<PAGE>

                                       2



1.01 Any  word,  term or phrase  that is  defined  in the APA and not  otherwise
     defined herein shall,  when used as a defined term in this Agreement,  have
     the same meaning that each  respectively has when used as a defined term in
     the APA.

1.02 The  following  are  the  Schedules  which  are to be  attached  to and are
     incorporated  into this  Agreement by reference and are deemed to be a part
     hereof:
     a)   Schedule "A" Budget;
     b)   Schedule "B" Bank Accounts;
     c)   Schedule "C" Director's Resolution;
     d)   Schedule "D" Securities Pledge Agreement; and
     e)   Schedule "E" Employees.

2.00 WARRANTIES AS TO LICENCE

2.01 JIA for the benefit of AYI represents, warrants and covenants that:
     a)   JIA holds all the  licenses  and permits  required for an agent and an
          agency in the State of California;
     b)   the employees of JIA hold all applicable licenses and permits required
          for the performance of their duties as insurance brokers or otherwise;
     c)   JIA and its employees  will maintain in good standing  throughout  the
          Term of this  Agreement,  all the licenses and permits  referred to in
          paragraphs 2.01(a) and (b);
     d)   JIA will not knowingly or negligently do, or omit to do, anything that
          results in, or is likely to result in, the suspension or revocation of
          such licenses or permits, during the Term of this Agreement;
     e)   JIA shall maintain the appropriate trust accounts and account balances
          all in accordance with the laws,  rules and regulations  governing the
          operation  of an  insurance  agency  and  brokerage  in the  State  of
          California; and
     f)   JIA shall maintain in good standing its Carrier Appointment  Contracts
          with those insurance carriers or wholesalers set forth on Schedule "N"
          of the APA and any other carrier or wholesaler  appointments  acquired
          during the Term hereof.

3.00 WORKING RELATIONSHIP OF JIA AND AYI

3.01 Except as otherwise  specifically  authorized by AYI in writing, JIA shall,
     for the sole and  exclusive  benefit of AYI and for the benefit of no other
     person(s) whatsoever,  market, sell,  distribute,  place and write general,
     health and life insurance products to those persons set forth in the Client
     Files and to any and all other potential customers who may wish to purchase
     general, health and life insurance products.

3.02 AYI shall, during the Term of this Agreement, and to the extent required to
     enable JIA to function  as an agent or broker,  provide  without  charge to
     JIA, the basic office space and equipment,  required for the administration
     of functioning  of JIA as an agent or broker.  AYI shall not be required to
     furnish  the same for the  conduct  of any other  business  of JIA

<PAGE>

                                       3



     than the business of an insurance agent or broker.

3.03 Subject to AYI's  prior  approval  of all  staffing  levels,  salaries  and
     benefits,  JIA  shall,  during  the  Term of this  Agreement,  provide  all
     necessary   insurance  sales  and  brokerage,   clerical  and  stenographic
     services,  required for the  administration  and  functioning  of JIA as an
     agent or broker.

3.04 JIA shall assure that all files,  computer records,  and accounting records
     kept by JIA and all other internal  operating  systems of JIA are marked or
     designated  to indicate  which  documents,  matters and entries  pertain to
     Client  Files.  JIA shall  maintain  a software  system  that is capable of
     generating  reports  listing  all of the  Client  Files and  basic  related
     information.

3.05 Upon the request of AYI, JIA shall, in a timely fashion, provide to AYI any
     and all reports,  financial statements,  bank  reconciliations,  contracts,
     agreements, memorandums or other documents of any nature or kind whatsoever
     concerning  the  Business  or  Purchased  Assets,   including  the  monthly
     financial statements of the Business which shall be delivered to AYI within
     15 days of the end of each month during the Term hereof.  In addition,  JIA
     shall permit AYI and its employees,  agents, professional advisors, counsel
     and  accountants  or other  representatives  to have  access  to all of the
     books, accounts, records, agreements, contracts, documents, instruments and
     other data of JIA (including,  without limitation, all corporate,  business
     and accounting  records of JIA) and JIA shall furnish to AYI such financial
     and operating data,  agreements,  contracts,  documents,  instruments,  and
     other materials and information with respect to JIA or the Business and the
     Purchased Assets as AYI shall from time to time request.

3.06 AYI shall be responsible for the following reasonable and provable expenses
     of JIA:
     a)   all out of  pocket  expenses  with  respect  to the  operation  of the
          Business;
     b)   all of the costs and  expenses  incurred  by JIA in  respect  of those
          matters set forth in paragraph 3.03;
     c)   all required license fees and other required regulatory fees necessary
          to maintain JIA's status as an insurance agency or brokerage under the
          laws of the State of California or under the rules of any professional
          or regulatory or licensing body having  jurisdiction  over the affairs
          of JIA or an insurance agency or brokerage in general; and
     d)   other reasonable and necessary  operational  expenses  incurred in the
          normal day to day operation of the Business.

<PAGE>

                                       4




     All as set forth in the budget (the  "Budget")  attached  as  Schedule  "A"
     hereto and  forming a part  hereof.  JIA  warrants  and agrees that it must
     obtain the written consent of AYI prior to making any capital  expenditures
     in respect of the better  operation of the Business or the servicing of the
     Client Files for which it intends to hold AYI  responsible  for the payment
     thereof.

3.07 JIA  represents  and warrants to AYI that it will conduct its operations as
     an insurance agency or broker in accordance with the established  norms and
     customs of the insurance industry and will operate the Business and service
     the Client Files as would a prudent operator handling such matters.

3.08 JIA  represents  and  warrants to AYI that it shall,  process the  revenues
     received by it from the Business  and Client Files  through its general and
     trust bank accounts as more fully described in Schedule "B" attached hereto
     and  forming a part  hereof  (the  "Accounts").  Subject  to the normal and
     reasonable  controls  placed  on  such  Accounts  by the  relevant  banking
     institution,  JIA  agrees  that AYI shall  have the right to impose its own
     controls  over the  Accounts,  to  designate  the  signing  officers on the
     Accounts  and to change the signing  officers  on the Account  from time to
     time as AYI deems  prudent  and  necessary.  In order to give effect to the
     foregoing,  JIA further  agrees to execute the  directors  resolution  (the
     "Directors  Resolution") attached as Schedule "C" hereto and forming a part
     hereof and deliver the same to the Escrow Agent.

3.09 The Shareholder  hereby agrees to execute the Securities  Pledge  Agreement
     attached as Schedule "D" hereto and deliver the same to the Escrow Agent to
     be  held  by the  Escrow  Agent  and  dealt  with by the  Escrow  Agent  in
     accordance with the following terms:
     (a)  if JIA is in  default of the  performance  of its  obligations  as set
          forth in this  Agreement  and AYI  notifies  the Escrow  Agent of that
          default and demands in writing that the  Securities  Pledge  Agreement
          and Directors  Resolution  be released to them,  then the Escrow Agent
          shall  forthwith  deliver  the  Securities  Pledge  Agreement  and the
          Directors  Resolution  to AYI,  and once  delivered,  the Escrow Agent
          shall  be  released  from  any  and  all  obligations  concerning  the
          Securities Pledge Agreement and the Directors Resolution; or
     (b)  upon the termination of this Agreement and if no notice of default has
          been  received  by the Escrow  Agent from AYI in  accordance  with the
          terms of  sub-paragraph  (a),  then the Escrow Agent shall deliver the
          Securities  Pledge  Agreement  and  the  Directors  Resolution  to the
          Shareholder  and once  delivered,  the Escrow  Agent shall be released
          from  any  and  all  obligations   concerning  the  Securities  Pledge
          Agreement and the Directors Resolution.

4.00 OWNERSHIP OF CLIENT FILES AND REVENUES THEREFROM

4.01 JIA  acknowledges  and  agrees  that the  Client  Files and all  associated
     tangible and intangible  property,  rights and choses in action  associated
     therewith are and shall remain the sole and  exclusive  domain and personal
     property  of AYI  whether  such files or  documents  therein or  associated
     rights  bear or include the name of JIA or any other trade name or style of
     or associated with JIA.


<PAGE>
                                       5




<PAGE>
                                       6



4.02 JIA further  acknowledges  that any new client files or insurance  business
     originated by JIA or AYI or their  personnel from and after the date hereof
     and all associated  tangible and intangible  property  rights and choses in
     action shall be and will remain the sole and exclusive  domain and personal
     property of AYI,  whether  such files or  documents  therein or  associated
     rights  bear or include the name of JIA or any other trade name or style of
     or associated with JIA and shall form part of the Client Files.

4.03 Any and all  commissions,  fees,  interest income earned on the Accounts or
     otherwise,  contingency  fees or  other  revenues  of any  kind  nature  or
     description  whatsoever  received by JIA in connection with any Client File
     or the  Business  shall be the sole and  exclusive  property  of AYI  (such
     commissions,  fees,  interest  income,  contingency fees or revenues of any
     kind nature or  description  whatsoever  being referred to hereafter as the
     "Revenues".

4.04 JIA shall,  immediately upon the demand of AYI, pay to AYI any and all sums
     due and owing to AYI pursuant to the terms of this Agreement.

5.00 TERM OF AGREEMENT

5.01 This Agreement  shall be terminated  upon the occurrence of the earliest of
     the following events:
     a)   the date upon which AYI obtains:
          i)   all  of the  necessary  regulatory  approvals  to  operate  as an
               insurance broker or agent in the State of California;
          ii)  all of the  necessary  regulatory  approvals  in  respect  of the
               Assignment of employees to AYI; and
          iii) all of the Carrier  Appointments  from those  carriers  listed in
               Schedule  "N" of the  APA  (or  such  lesser  number  of  Carrier
               Appointments  which  may be  satisfactory  to AYI in its sole and
               unfettered discretion); or
     b)   the 31st day of December, 2018; or
     c)   the date that AYI delivers  written notice to JIA and the  Shareholder
          that it is terminating this Agreement; (the "Term").

5.02 Immediately upon the termination of this Agreement JIA agrees to:
     a)   assign  all of its  right  title  and  interest  in and to any and all
          employment agreements,  non-competition agreements and confidentiality
          agreements  which  it may  have  with  those  employees  set  forth on
          Schedule  "E"  attached  hereto and forming a part hereof and with any
          other  employee  not listed on Schedule "E" but who may be employed by
          JIA at the time of termination of this Agreement.  Notwithstanding the
          foregoing,  AYI, in its sole and  unfettered  discretion,  retains the
          right  not to  accept  the  assignment  of any  particular  employee's
          agreement; and

     b)   pay over to AYI any and all monies remaining in the Accounts which are
          or will  become  due and  owing to AYI  pursuant  to the terms of this
          Agreement


<PAGE>

                                       7



5.03 It is  further  agreed  by AYI  and  JIA  that  after  termination  of this
     contract:
     a)   AYI  agrees  to allow JIA to retain  copies  from such  files of those
          documents  which  by  operation  of  law  or in  accordance  with  the
          regulatory  requirements either of the insurance licensing agencies or
          of  licensing  or  agency   agreements  with  insurers,   JIA  may  be
          specifically obliged to retain; and
     b)   JIA further  warrants that he will keep the files available and intact
          and in order for the  Government and insurance  industries  prescribed
          time  limits and that he will  produce and make  available  all files,
          papers and  information  that he possesses,  in order to assist AYI in
          any future query or disputes regarding the Client Files.


6.00 ERRORS AND OMISSIONS AND OTHER INSURANCE

6.01 During the Term hereof, JIA represents and warrants that it shall place and
     will keep in effect and in good standing the following  insurance coverages
     for the benefit of AYI:

     a)   an Errors & Omission policy covering JIA with such coverage and limits
          as shall be approved by AYI in its sole discretion;

     a)   proper and  adequate  coverage  with  respect to the Client  Files and
          Fixed Assets of AYI with such coverage and limits as shall be approved
          by AYI in its sole discretion;

     a)   proper  and  adequate  coverage  with  respect  to the  Business,  the
          Premises and the  operations of an insurance  agency thereon with such
          coverage  and  limits  as  shall  be  approved  by  AYI  in  its  sole
          discretion; and

     a)   any other forms of  insurance  which AYI may require from time to time
          in its sole  discretion  with  such  coverage  and  limits as shall be
          approved by AYI.

6.02 AYI shall be responsible for the payment of all costs and expenses  related
     to the placement of the insurance matters set forth in paragraph 6.01

6.03 If after the date  hereof  and until the  termination  hereof,  there is an
     errors or omissions ("E&O") claim made against JIA in respect of the Client
     Files,  then AYI shall pay all costs up to the deductible  portion on JIA's
     E&O policy, including any reasonable legal expenses incurred thereon.

6.04 JIA shall notify AYI  immediately of any possible claim or occurrence  that
     could cause an E&O claim against JIA.

7.00 GENERAL

7.01 Notices to be given under this  Agreement  shall be given in writing to the
     Parties at the following respective addresses, namely:


<PAGE>

                                       8



         TO:               Addison York Insurance Brokers, Ltd.
                           355, 10333 Southport Road, SW
                           Calgary, Alberta, T2W 3X6
                           Attn: Primo Podorieszach
         TO:               Johns Insurance Agency, Inc.
                           320 Hacienda Dr.
                           Arcadia, California, 91006
                           Attn: Frederick G. Johns Jr.
                           Attention: Mr. Jeff Johns
         TO:               Johns Revocable Trust
                           320 Hacienda Dr.
                           Arcadia, California, 91006
                           Attn: Frederick G. Johns Jr.

     or to such address as any Party may for itself  stipulate by written notice
     in accordance  with this paragraph  7.01, and any notice so sent by single,
     or double  registered  mail shall be deemed received on the seventh (7) day
     following  such posting  unless the contrary be proved,  the burden of such
     proof being that of the person whose receipt of such notice in question.

7.02 This agreement  shall be governed by, and be construed in accordance  with,
     the laws of the State of California.  In addition, the parties hereto waive
     trail by jury and agree to submit to the personal jurisdiction and venue of
     a court of subject matter jurisdiction located in Los Angeles County, State
     of California.

7.03 The Recitals  herein form part of this Agreement in as full and effective a
     manner as if incorporated herein as numbered clauses.

7.04 Should any clause or other portion of this  Agreement be declared  illegal,
     void,  invalid,  or inoperative by any competent Court, then this Agreement
     shall be read as if such impugned clause or portion had never been included
     in the  Agreement,  and so as to give the  Agreement as full and forceful a
     reading as possible consistent with the deletion of such impugned clause or
     portion.

7.05 In this Agreement, the masculine shall include the feminine and vice versa,
     the personal the  impersonal  and vice versa,  the individual the corporate
     and vice versa,  and the  singular  the plural and vice  versa,  all as the
     context may require.

7.06 No purported amendment to, variation of, or departure from or indulgence of
     any term of, this Agreement shall be of any force or effect whatever unless
     and until evidence in writing and that writing  executed by all the Parties
     hereto in the same fashion as the execution hereof.

7.07 This  Agreement may not be assigned by JIA or the  Shareholder  without the
     prior written consent of AYI, which consent may be unreasonably withheld.

7.08 Each  Party  agrees  for the  benefit  of the other to do all things and to
     execute all

<PAGE>

                                       9



documents  which may  reasonably  be  required  in order to give  effect to this
Agreement.


IN WITNESS WHEREOF the Parties hereto have hereunder  caused to be set hands and
seals as at the date first above written.

ADDISON YORK INSURANCE BROKERS, LTD.


Per: /s/ Primo Podorieszach
     -----------------------------


JOHNS INSURANCE AGENCY, INC.


Per: /s/ Frederick G. Johns Jr.
     -----------------------------

DEMIANTSCHUK MILLEY BURKE & HOFFINGER


Per: /s/ Tom Milley
     -----------------------------


JOHNS REVOCABLE TRUST


Per: /s Frederick G. Johns Jr.
     -----------------------------

Per: /s/ Jan L. Johns
     -----------------------------



<PAGE>

                                       10



                                  SCHEDULE "A"

                                     BUDGET





<PAGE>

                                       11



                                  SCHEDULE "B"

                                  BANK ACCOUNTS




<PAGE>

                                       12



                                  SCHEDULE "C"

                              DIRECTORS RESOLUTION





<PAGE>

                                       13



                                  SCHEDULE "D"

                           Securities Pledge Agreement





<PAGE>

                                       14



                                  SCHEDULE "E"

                                EMPLOYEES OF JIA