EXHIBIT 4.52

THIS AGENCY AGREEMENT IS MADE EFFECTIVE THE 1st DAY OF JANUARY, 2005

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 -

                        SCHUNEMAN INSURANCE AGENCY, INC.
                          a body corporate incorporated
                  pursuant to the laws of the State of Illinois
(hereinafter referred to as "Schuneman")
WHEREAS AYI,  Schuneman,  Ron Hartz and Bill N. Feather have made,  executed and
delivered a certain Asset Purchase  Agreement dated effective as of January 1st,
2005 (the "APA").

AND WHEREAS in  accordance  with the terms of the APA  Schuneman,  Ron Hartz and
Bill  N.  Feather  have  executed  and  delivered  a  Disclosure  Schedule  (the
"Disclosure Schedule") dated effective January 1st, 2005, to AYI.

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 Illinois and AYI has not obtained all of the Carrier  Appointments from
those carriers listed in Schedule "B" of the Disclosure Schedule.

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

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

1.00 DEFINITIONS

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; and
d)              Schedule "D"      Employees;


<PAGE>


                                       2


2.00 WARRANTIES AS TO LICENCE

2.01 Schuneman for the benefit of AYI represents, warrants and covenants that:
     a)   Schuneman holds all the licenses and permits required for an agent and
          an agency in the State of Illinois;
     b)   the employees of Schuneman  hold all  applicable  licenses and permits
          required for the  performance of their duties as insurance  brokers or
          otherwise;
     c)   Schuneman 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)   Schuneman  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)   Schuneman  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 Illinois; and
     f)   Schuneman  shall  maintain in good  standing  its Carrier  Appointment
          Contracts with those  insurance  carriers or wholesalers  set forth on
          Schedule  "B" of the  Disclosure  Schedule  and any other  carrier  or
          wholesaler appointments acquired during the Term hereof.

3.00 WORKING RELATIONSHIP OF SCHUNEMAN AND AYI

3.01 Except as otherwise  specifically  authorized by AYI in writing,  Schuneman
     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  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 insurance products.

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

3.03 Subject to the terms and  conditions  set forth  herein and to AYI's  prior
     approval of all staffing  levels,  salaries and benefits,  Schuneman 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 Schuneman as an agent or broker.

3.04 Schuneman  shall assure that all files,  computer  records,  and accounting
     records  kept by  Schuneman  and all other  internal  operating  systems of
     Schuneman are marked or designated to indicate which documents, matters and
     entries pertain to Client Files. Schuneman 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,  Schuneman 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 the month.  In addition,  Schuneman  shall


<PAGE>


                                       3


     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 Schuneman (including,  without limitation, all corporate,  business
     and  accounting  records of Schuneman)  and Schuneman  shall furnish to AYI
     such  financial  and  operating  data,  agreements,  contracts,  documents,
     instruments,  and other materials and information with respect to Schuneman
     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 Schuneman:
     a)   all out of  pocket  expenses  with  respect  to the  operation  of the
          Business;
     b)   all of the costs and  expenses  incurred  by  Schuneman  in respect of
          those matters set forth in paragraph 3.03;
     c)   all required license fees and other required regulatory fees necessary
          to maintain  Schuneman's  status as an  insurance  agency or brokerage
          under  the laws of the  State of  Illinois  or under  the rules of any
          professional or regulatory or licensing body having  jurisdiction over
          the  affairs of  Schuneman  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.
     All as set forth in the budget (the  "Budget")  attached  as  Schedule  "A"
     hereto and forming a part  hereof.  Schuneman  warrants  and agrees that it
     must  obtain  the  written  consent  of AYI  prior to  making  any  capital
     expenditures  or other  expenditures  in excess of the amounts set forth in
     the  Budget 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 Schuneman  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 Schuneman  represents  and  warrants  to AYI  that it  shall,  process  the
     revenues received by it and pay the expenses incurred 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,  Schuneman  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,  Schuneman  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.  The  Escrow  Agent  shall  hold the  Directors
     Resolution and deal with the same in accordance with the following terms:
     (a)  if Schuneman 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  Directors  Resolution  be
          released to them,  then the Escrow Agent shall, in accordance with the
          terms of the Escrow  Agreement,  deliver the  Directors  Resolution to
          AYI, and once  delivered,  the Escrow Agent shall be released from any
          and all obligations  concerning the Directors  Resolution;  or


<PAGE>


                                       4


     (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
          Directors Resolution to Schuneman and once delivered, the Escrow Agent
          shall  be  released  from  any  and  all  obligations  concerning  the
          Directors Resolution.

4.00 OWNERSHIP OF CLIENT FILES AND REVENUES THEREFROM
     ------------------------------------------------

4.01 Schuneman  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  Schuneman  or any other trade name or
     style of or associated with Schuneman.

4.02 Subject  to the  interests  of any  joint  venture  agencies  set  forth in
     Schedule "C" of the Disclosure Schedule and any new joint venture interests
     which may be agreed to by AYI  after  the date  hereof,  Schuneman  further
     acknowledges that any new client files or insurance business  originated by
     Schuneman 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  Schuneman  or any other trade name or
     style of or  associated  with  Schuneman  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 Schuneman 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".

4.05 Schuneman 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 Illinois;
          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 "B" of the Disclosure Schedule (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, 2024; or
     c)   the date that AYI  delivers  written  notice to  Schuneman  that it is
          terminating this Agreement; (the "Term").

5.02 Immediately upon the termination of this Agreement  Schuneman hereby agrees
     to:


<PAGE>


                                       5


     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  "D"  attached  hereto and forming a part hereof and with any
          other  employee  not listed on Schedule "D" but who may be employed by
          Schuneman   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

5.03 It is further  agreed by AYI and Schuneman  that after  termination of this
     contract:
     a)   AYI  agrees to allow  Schuneman  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,  Schuneman  may be
          specifically obliged to retain; and
     b)   Schuneman  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,  Schuneman  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  Schuneman with such coverage and
          limits as shall be approved by AYI in its sole discretion;
     b)   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;
     c)   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
     d)   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 Schuneman in respect of the
     Client Files, then AYI shall pay all costs up to the deductible  portion on
     Schuneman's E&O policy,  including any reasonable  legal expenses  incurred
     thereon.

6.04 Schuneman  shall notify AYI immediately of any possible claim or occurrence
     that could cause an E&O claim against Schuneman,  and Schuneman agrees that
     AYI, at its sole and unfettered discretion shall have conduct of the action
     in respect of the claim or occurrence and Schuneman  shall provide its full
     cooperation to AYI in respect of the claim or occurrence.

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:
     TO AYI:           355, 10333 Southport Road, SW


<PAGE>


                                       6


                       Calgary, Alberta, T2W 3X6
                       Attn: Primo Podorieszach

     TO Schuneman: P.O. Box 654, Sterling, Illinois, 61081
     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 Illinois.  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 the State of Illinois.

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

7.09 If there  should be a default  in the  payment of the  obligations  owed to
     Schuneman by the  Corporation  pursuant to the terms of the Promissory Note
     or the Note as defined in the APA and such  default is not cured  within 30
     days of notice of such default,  then all obligations  owed by Schuneman to
     the Corporation pursuant to the terms of this Agreement shall terminate and
     be of no further force or effect.

7.10 If any action or proceeding is commenced by either party hereto in order to
     enforce or interpret the terms hereof,  then the unsuccessful  party agrees
     to pay  the  reasonable  costs  and  expenses,  including  legal  fees on a
     solicitor and his own client basis,  of the prevailing  party incurred with
     respect  to  any  proceedings   taken  for  the  purpose  of  enforcing  or
     interpreting  the rights and  remedies of the  prevailing  party under 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.


<PAGE>


                                       7


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

SCHUNEMAN INSURANCE AGENCY, INC.


Per:  /s/ Bill N. Feather
    ------------------------------------


<PAGE>


                                       8


                                  SCHEDULE "A"

                                     BUDGET





<PAGE>


                                       9


                                  SCHEDULE "B"

                                  BANK ACCOUNTS

Bank                                                         Account Number

Sauk Valley Bank
201 West 3rd Street
Sterling, Illinois, 61081

Sauk Valley Bank
201 West 3rd Street
Sterling, Illinois, 61081

Sauk Valley Bank
201 West 3rd Street
Sterling, Illinois, 61081

<PAGE>


                                       10


                                  SCHEDULE "C"

                              DIRECTORS RESOLUTION


<PAGE>


                                       11


                                  SCHEDULE "D"

                             EMPLOYEES OF SCHUNEMAN


Bill N. Feather
Ronald J. Hartz
Shirley Knutti             Claim Manager
Lisa Hartz                 Treasurer
Cindy Smith                Personal Lines Producer
Christa Mitchell           Life & Health Producer
Ondria Stricklin           Personal Lines Producer
Carol Hollins              Assistant
Judy Schafer               Part Time Clerk