EXHIBIT 4.41



The  indebtedness  evidence by this Loan and Security  Agreement and the lien or
security  interest in  connection  therewith  are  subordinate  to certain other
indebtedness  and  security  interests  in  accordance  with that  certain  Debt
Subordination  and  Intercreditor  Agreement  dated as of  August  , 2004  among
Addison York  Insurance  Brokers  Ltd.,  Anthony Clark  International  Insurance
Brokers  Ltd.,  Emmett  Lescroart,  Al  Vinciguerra  Ltd.,  FCC, LLC, Oak Street
Funding LLC and the Kabaker  Family Trust of July 1998,  as amended from time to
time (the  "Intercreditor  Agreement").  In the event of a conflict  between the
terms of this Agreement and the Debt Subordination and Intercreditor  Agreement,
then the  terms of the Debt  Subordination  and  Intercreditor  Agreement  shall
prevail.


                           LOAN AND SECURITY AGREEMENT


This Loan and Security  Agreement (the "Agreement") is entered into as of August
31,  2004 by and  between  Addison  York  Insurance  Brokers,  Ltd.  A  Delaware
corporation  with  offices  located  at 1033  Southport  Road  S.W.,  Suite 355,
Calgary,  Alberta T2W 3X6 (the  "Company"),  and Emmett  Lescroart  with offices
located at 475 Wall Street, Princeton, New Jersey 08540 (the "Creditor").

WHEREAS,  the Company and the Creditor have  executed a Commitment  Letter dated
July 19, 2004 pursuant to which the Creditor has agreed to provide a loan in the
principal  amount of $3,2550,000 (the "Loan") to the Company and the Company has
agreed to borrow funds from the Creditor;

AND  WHEREAS,  the Company  plans to use the Loan to  purchase  the assets of Al
Vinciquerra,  Ltd.  pursuant to an Asset Purchase  Agreement dated effective the
31st day of August, 2004 and made between the Company, Al Vinciguerra Ltd., Dena
Vinciguerra and Renee Woodard (the "APA")

AND  WHEREAS,  pursuant  to the Loan the Company has  executed  and  delivered a
promissory  note (the "Note")  drawn in favor of the  Creditor in the  principal
amount of the Loan and dated August , 2004.

NOW, THEREFORE,  in consideration of the promises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.  Definitions.  For purposes of this Agreement the terms  "Accounts",  "Agency
Agreement",  "Commission",  "Equipment",  "Expirations",  General  Intangibles",
"Goods",  "Insurance  Company",  "Insurance  Policy",  "Lien",  "Oak Street" and
"Person"  shall  have the  meanings  ascribed  to them in the Loan and  Security
Agreement  between Borrower and FCC, LLC ("FCC") dated as of May , 2004.The term
"State", as used herein, means the State of New Jersey. All terms defined in the
Uniform  Commercial  Code of the  State  and  used  herein  shall  have the same
definitions  herein as  specified  therein.  However,  if a term is  defined  in
Article  9 of the  Uniform  Commercial  Code of the  State  differently  than in
another Article of the Uniform  Commercial  Code of the State,  the term has the
meaning specified in Article 9. The term "Obligations' as used herein, means all
of the  indebtedness,  obligations  and  liabilities of the Company to Creditor,
individually  or  collectively,  whether  direct or indirect,  joint or several,
absolute or contingent,  due or to become due, now existing or hereafter arising
under or in respect of the Loan or the Note, or any other instruments



                                       1



<PAGE>

executed in connection with this Agreement.  The term "Loan Maturity Date" means
August , 2008. The term "Indebtedness" means, as to any person, at any date: (i)
all indebtedness of such Person for borrowed money or for the deferred  purchase
price of property or services (other than current trade liabilities  incurred in
the  ordinary  course of  business  and  payable in  accordance  with  customary
practices);  (ii) any other  indebtedness  which is evidenced  by a note,  bond,
debenture or similar  instrument;  (iii) all capital lease  obligations  of such
Person; (iv) all obligations (contingent or otherwise) of such Person in respect
of outstanding  letters of credit,  acceptances and similar  obligations created
for the account or upon the application of such Person;  and (v) all liabilities
secured by any Lien on any property owned by such Person even though such Person
has not assumed or otherwise  become  liable for the payment  thereof.  The term
"Guarantor"  means  Anthony  Clark  International  Insurance  Brokers,  Ltd.,  a
corporation  incorporated  under the laws of the  Province of Alberta.  The term
"Canadian  Security  Agreement" means the General Security Agreement dated as of
August , 2004 between the Guarantor  and the Lender.  The term "Date of Closing"
means the date on which all of the  conditions  set forth in Section 10 are met.
The term "Loan Documents" means this Agreement,  the Note, the Canadian Security
Agreement and the Guaranty.

2. The Loan.  (a) Subject to the terms and  conditions  of this  Agreement,  the
Creditor  agrees to make the Loan to the  Company  on the Date of  Closing.  The
Company shall use the proceeds of the Loan to acquire  substantially  all of the
assets of Al Vinciguerra  Ltd. The full amount of the Loan shall be disbursed by
depositing the amount thereof into an account of the Company at __________.

     (b) The Loan shall be evidenced by the Note in the form attached  hereto as
Exhibit A. The Note  shall:  (i) be payable to the order of the  Creditor by the
Company  in the  principal  amount of the Loan;  (ii) be stated to mature on the
Loan Maturity Date;  (iii) bear interest on the entire unpaid  principal  amount
thereof at fixed annual rate of fourteen (14%)  percent;  and (iv) be payable as
to  principal  and  interest  in the manner and at the times  specified  in this
Agreement  and the Note.  All  computations  of interest and fees  hereunder and
under the Note shall be based upon the actual number of days elapsed over a year
of 360 days. All  computations  of interest shall include the first day, but not
the last day occurring in the period for which interest is payable.

     (c) The Company shall pay a late charge of four percent (4%) of any payment
of principal or interest  required to be made under the Note and not received by
Creditor  within five days of its due date.  Upon the  occurrence and during the
continuance  of any Event of  Default,  the  Company  shall pay  interest on all
amounts  outstanding  under the Note at the Default Rate. The Default Rate shall
equal  nineteen (19 %) percent and shall be applied  retroactive  to the date of
the first  occurrence of the default and shall survive the entry of any judgment
relating to the Loan.  If the rate of interest  payable in  accordance  with the
Note would at any time exceed the maximum amount permitted by any law applicable
at that time to  commercial  loans of the kind  evidenced by the Note,  then for
such period as such rate would exceed the maximum  permitted by such law (and no
longer) the rate of interest  payable under Note shall be reduced to the maximum
amount permitted by such law.

     (d) All payments  made by the Borrower  under this  Agreement  and the Note
shall be made free and clear of, and without  deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies,  imposts
duties,  charges,  fees,  deductions or withholdings,  now or hereafter imposed,
levied, collected,  withheld or assessed by any governmental authority. Payments
of (i) principal and interest to be made by the Company with respect to the Note
and (ii) all other  Obligations  of the Company to the Creditor  under any other
Loan  Document  shall be made to the  Creditor by wire  transfer of  immediately
available  funds in coin or  currency  of the  United  States of



                                       2
<PAGE>


America to the following account:

     (e)  Notwithstanding  anything to the contrary  contained  herein or in the
Note, on the six-month  anniversary  of the Date of Closing,  the Borrower shall
repay principal in the amount of Two Hundred Fifty Thousand  ($250,000)  Dollars
in the event Oak Street and FCC agree in their sole discretion to an increase in
their  advance rate with respect to the assets  acquired  pursuant to the APA at
that period of time. In addition to the foregoing the Company shall use its best
efforts  to  reduce  the  outstanding   principal  by  payment  of  One  Million
($1,000,000) to Creditor within one year of the Date of Closing.

3. Grant of Security Interest.  The Company hereby grants to Creditor, to secure
the  payment  and  performance  in full of all of the  Obligations,  a  security
interest in and so pledges and assigns to the Creditor the following properties,
assets  and  rights  of the  Company,  wherever  located,  whether  now owned or
hereafter acquired or arising, and all proceeds and products thereof (all of the
same being  hereinafter  called the  "Collateral"):  all  personal  and  fixture
property  of every  kind and  nature  including  without  limitation  all  Goods
(including  inventory,   Equipment  and  any  accessions  thereto),  instruments
(including     promissory     notes),     documents,     accounts     (including
health-care-insurance   receivables),   chattel  paper   (whether   tangible  or
electronic),  deposit  accounts,  letter-of-credit  rights  (whether  or not the
letter of credit is evidenced by a writing),  commercial tort claims, securities
and all other investment property,  supporting  obligations,  any other contract
rights or rights to the payment of money,  insurance  claims and proceeds,  tort
claims, and all General Intangibles including,  without limitation,  all payment
intangibles,  patents, patent applications,  trademarks, trademark applications,
trade names, copyrights, copyright applications, software, engineering drawings,
service marks, customer lists, goodwill, and all licenses,  permits,  agreements
of any kind or nature  pursuant  to which  the  Company  possesses,  uses or has
authority to possess or use property  (whether tangible or intangible) of others
or others  possess,  use or have  authority to possess or use property  (whether
tangible or  intangible)  of the Company,  and all recorded  data of any kind or
nature, regardless of the medium of recording including, without limitation, all
software, writings, plans, specifications and schematics.

4.  Authorization to File Financing  Statements.  The Company hereby irrevocably
authorizes  Creditor  at any time and from  time to time to file in any  Uniform
Commercial Code  jurisdiction  any initial  financing  statements and amendments
thereto (the "Financing  Statements") that (a) identify the Collateral,  and (b)
contain  any other  information  required  by part 5 of Article 9 of the Uniform
Commercial Code of the State for the sufficiency or filing office  acceptance of
any financing statement or amendment.  A copy of the initial Financing Statement
proposed to be filed by Creditor is attached as Exhibit "A" hereto.

5.  Other  Actions.  The  Company  further  agrees  to take  any and all  action
reasonably requested by Creditor to insure the attachment and perfection of, and
the  ability  of  Creditor  to  enforce,  Creditor's  security  interest  in the
Collateral including,  without limitation, (a) executing,  delivering and, where
appropriate,  filing financing  statements and amendments relating thereto under
the Uniform Commercial Code, to the extent, if any, that the Company's signature
thereon is required  therefor,  (b) causing the Creditor's name to be noted as a
secured  party on any  certificate  of title if such  notation is a condition to
attachment,  perfection  or  priority  of, or ability of  Creditor  to  enforce,
Creditor's security interest in the Collateral, (c) complying with any provision
of any statute,  regulation or treaty of the United States as to the  Collateral
if compliance  with such provision is a condition to  attachment,  perfection or
priority of, or ability of Creditor to enforce, the Creditor's security interest
in the Collateral, (d) obtaining governmental and other third party consents and
approvals,  (e) taking all  actions  required  by any  earlier  versions  of the
Uniform  Commercial Code



                                       3

<PAGE>

or by  other  law,  as  applicable  in  any  relevant  Uniform  Commercial  Code
jurisdiction, or by other law as applicable in any foreign jurisdiction.

6.   Representations  and  Warranties   Concerning  Legal  Status.  The  Company
represents and warrants to Creditor that:

(a) The Company is a corporation  duly organized,  validly  existing and in good
standing under the laws of the State of Delaware and is qualified to do business
as a foreign  corporation in all jurisdictions  where the nature of its business
and/or ownership of its assets makes such qualification necessary.

(b) The Company has the requisite  power and authority to own its properties and
assets.  All of the Company's  properties and assets are located its offices set
forth on Exhibit "B"hereto.

(c) The Company has the power to execute  deliver and perform this Agreement and
the other agreements and documents referred to herein to which it is a party and
to grant the security  interests  granted under or pursuant to the terms of this
Agreement,  all of which  actions  have been duly  authorized  by all  necessary
corporate action.

(d) The Company's execution of and performance of all transactions  contemplated
by this Agreement do not and will not in any way materially and adversely affect
the rights of the Company,  violate or  constitute a breach of any  provision of
law, any court or agency decree or judgment,  rule or  regulation  applicable to
the Company or the Company's  certificate  of  incorporation  or bylaws or be in
conflict  with or  constitute  a breach  of any  other  agreement,  contract  or
instrument  or other  binding  commitment  to which the Company is a party or by
which it is bound.

(e) This Agreement and each of the other  documents  executed by the Company and
delivered to Creditor hereunder, when executed and delivered will constitute the
legal,  valid and binding  obligations of the Company,  enforceable  against the
Company in accordance with their respective terms.

(f) The Company is not in default in the performance of any material obligation,
undertaking or covenant  contained in any contract or agreement to which it is a
party or by which it, or any portion of the Collateral, is bound.

(g) There is  currently  no material  action,  suit or  proceeding  at law or in
equity or by or before any governmental  instrumentality  or other agency or any
investigation  into the  affairs  of the  Company  or any of its  properties  or
rights.

7.  Covenants  Concerning  Company's  Legal Status.  The Company  covenants with
Creditor  that  without  providing  at least 30 days  prior  written  notice  to
Creditor,  the Company  will not change its name,  its place of business  or, if
more than one, chief executive  office, or its mailing address or organizational
identification number, and the Company will not change its type of organization,
jurisdiction of organization or other legal structure.

8.  Representations and Warranties  Concerning  Collateral.  The Company further
represents and warrants to Creditor as follows:



                                       4

<PAGE>

(a) The Company is the owner of or has other  rights in or power to transfer the
Collateral,  free from any adverse lien, security interest or other encumbrance,
except for the security  interest  created by this  Agreement  and the permitted
encumbrances set forth on Exhibit "C" hereto (the "Permitted Encumbrances");

(b)  None of the  account  debtors  or  other  persons  obligated  on any of the
Collateral  is a  governmental  authority  subject to the Federal  Assignment of
Claims Act or like  federal,  state or local  statute or rule in respect of such
Collateral;

(c) The Company holds no commercial tort claim; and,

(d) The Company has at all times  operated its business in  compliance  with all
applicable  provisions of the federal Fair Labor Standards Act, as amended,  and
with all  applicable  provisions  of  federal,  state  and  local  statutes  and
ordinances dealing with the control,  shipment, storage or disposal of hazardous
materials or substances.

9. Covenants  Concerning  Collateral.  Etc. The Company  further  covenants with
Creditor as follows:

(a) The  Collateral  will be kept at the  locations set forth in Exhibit "B" and
the Company will not remove the Collateral from such location, without providing
at least 30 days prior written notice to Creditor;

(b)  Except  for  the  security   interest  herein  granted  and  the  Permitted
Encumbrances,  the Company  shall be the owner of the  Collateral  free from any
lien,  security interest or other encumbrance,  and the Company shall defend the
same against all claims and demands of all persons at any time claiming the same
or any interests therein adverse to Creditor;

(c) The Company will keep the Collateral in good order and repair and will not
use the same in violation of law or any policy of insurance thereon;

(d) The Company will pay promptly when due all taxes, assessments,  governmental
charges and levies upon the Collateral or incurred in connection with the use or
operation of such Collateral or incurred in connection with this Agreement.

(e) The Company shall at its own expense,  to the extent same is  insurable,  at
all  times  keep all of the  Collateral  insured  in favor  of the  Creditor  in
accordance  with  Section.9  (f).  If the  Company  shall  fail  to  insure  its
Collateral to the Creditor's satisfaction or to endorse and deposit all policies
or  certificates  with respect thereto as required by Section 9(f), the Creditor
shall  have  the  right  (but  shall be under no  obligation)  to  procure  such
insurance and the Company agrees to  immediately  reimburse the Creditor for all
costs and  expenses of  procuring  such  insurance;  and such costs and expenses
shall: (i) be added to, and become part of, the Obligations,  (ii) bear interest
at the  Default  Rate  from  the  date of such  payment  by the  Creditor  until
reimbursement by the Company, and (iii) be secured under the Loan Documents, and
the Company shall immediately  reimburse the Creditor for such amount,  together
with interest thereon at the Default Rate. Insurable losses shall be adjusted as
provided  in  Section   9(f).   The  Company  shall  retain  all  liability  and
responsibility  in connection with the Collateral;  and liability under the Loan
Documents  shall in no way be affected or  diminished by reason of the fact



                                       5
<PAGE>

that any such  Collateral  may be lost,  destroyed,  stolen,  damaged or for any
reason whatsoever be unavailable to it.

(f)  (i) The Company shall at its own cost and expense,  insure its property and
operations conducted thereon on a full replacement cost basis in such manner and
against such loss, damage and liability,  including  liability to third parties,
as is customary  with property  owners in the same or similar  businesses in the
State of New Jersey or such other states where the same are located.

     (ii) Any  insurance  required  hereunder  shall  be  written  by  insurance
companies  authorized  or  licensed to do business in the State of New Jersey or
the states  where the  property  insured is  located,  shall be of such types as
shall be reasonably required by the Creditor and shall be on such forms, in such
amounts and written by such companies as shall be approved by the Creditor.  The
Creditor  shall  be  named  pursuant  to  a  standard   non-contribution  clause
endorsement or an equivalent  endorsement  satisfactory to the Creditor,  as the
person to whom all  payments  made by the  insurer,  as to property and casualty
insurance and additional insured as to liability insurance, as his interests may
appear.  Such insurance coverage may be effected under overall blanket or excess
coverage policies of the Company.  Each insurance policy maintained  pursuant to
this  Agreement  shall  contain a provision to the effect that such policy shall
not be  canceled or  decreased  unless the  Creditor  shall be notified at least
thirty (30) days prior to such cancellation or alteration.  At least thirty (30)
days prior to the expiration date of any such policy,  the Company shall provide
to the Creditor notice of the status of such policy, and not later than ten (10)
days prior to the  expiration  of any such policy,  the Company shall provide to
the  Creditor  a  renewal  policy  or  certificate   marked  "premium  paid"  or
accompanied  by  other  evidence  of  payment  of  premium  satisfactory  to the
Creditor.

     (iii) The  Creditor  shall  have the right to adjust any claim in excess of
$50,000  in the  aggregate  under  such  insurance  and may apply  any  proceeds
thereof,  when  received  by it,  toward  the  payment  of  the  Loan  or  other
obligations secured under the Loan Documents, whether or not the same shall then
be due.

(g) The repayment and performance of all of the Obligations of the Company shall
be guarantied by the Guarantor  pursuant to the Guaranty  which shall be secured
as provided in the Canadian Security  Agreement,  and the Company will cause the
Guarantor  to  execute  and  deliver  the  Guaranty  and the  Canadian  Security
Agreement to the Creditor on the Date of Closing.

(h) The Company  shall  promptly  notify the Creditor of any default or Event of
Default by the Company under its loan  agreements with Oak Street and/or FCC and
shall  provide  copies to the  Creditor  of all  documents  received  or sent in
connection with any such default or Event of Default.

10.  Conditions  to Lending.  As conditions  precedent to the  obligation of the
Creditor to make the Loan,  the Creditor shall receive the following on or prior
to the Date of Closing,  all in form and substance  satisfactory to the Creditor
and its counsel:

     (1)  This Agreement, duly executed and delivered by all parties hereto;

     (2)  The Note, duly executed and delivered by the Company;

     (3)  The Guaranty and the Canadian  Security  Agreement,  duly executed and
          delivered by the Guarantor;


                                       6

<PAGE>

     (4)  UCC-1  financing  statements  and  equivalent  documents for filing or
          recording  in Canada  necessary  or  desirable,  in the opinion of the
          Creditor,  to  perfect  or  protect  the  security  interests  in  the
          Collateral granted by the Loan Documents;

     (5)  Current UCC, lien, tax (including franchise tax) and judgment searches
          of  the  Company  conducted  with  the  appropriate  state  and  local
          jurisdictions,  together with copies of the financing  statements  and
          other Liens  disclosed by such  searches,  showing no Liens except for
          Permitted Liens (or if unpermitted  Liens are disclosed,  the Creditor
          shall receive satisfactory evidence of the release of such Liens);

     (6)  Original  or  duplicate  policies  of  "all-risk,  fire  and  extended
          coverage hazard  insurance in an amount not less than 100% of the full
          insurable  replacement value of the Collateral;  comprehensive general
          public liability  insurance in an amount  satisfactory to the Creditor
          in each case in form and with companies acceptable to the Creditor and
          naming the  Creditor  as loss payee and  additional  insured  (without
          contribution),  as  applicable,  on such  policies.  The Company shall
          produce  original  policies  and  satisfactory  proof  of  payment  of
          premiums at closing. Each insurance policy must state that it will not
          be  cancelled  or changed  without at least  thirty  (30) days,  prior
          written notice to the Creditor

     (7)  An opinion  of the  Company's  and  Guarantor's  counsel,  in form and
          substance satisfactory to the Creditor;

     (8)  An  executed  intercreditor   agreement  by,  between  and  among  the
          Creditor,  Oak  Street,  FCC and Al  Vinciguerra,  Ltd.  in  form  and
          substance reasonably acceptable to Creditor and its counsel.

     (9)  True  and  complete  copies  of the  charters,  bylaws  and  corporate
          resolutions of the Company and the Guarantor,  and  certificates as to
          the incumbency and the specimen  signatures of each officer  executing
          any Loan Documents on behalf of the Company and the Guarantor together
          with Good standing  certificate(s)  of the Company and the  Guarantor,
          and

     (10) Such other  documents,  opinions,  certificates and information as the
          Creditor may reasonably request.

11.  Default. Each of the following constitutes an "Event of Default":

(a) The Company fails to pay all or any part of the accrued  interest monthly or
unpaid  principal  on the Note when and as the same  becomes  due and payable at
maturity, upon prepayment, by acceleration or otherwise;

(b) The  Company  fails to  observe  or perform  in all  material  respects  any
covenant or agreement on its part contained in this  Agreement,  the Loan or the
Note if such  failure is not  remedied  within 10 days after  written  notice is
given to  Company by  Creditor  specifying  such  default,  requiring  that such
default be remedied and stating that such notice is a "Notice of Default."

(c) Any representation or warranty made in this Agreement,  the Loan or the Note
proves to have been false or misleading in any material respect;



                                       7



<PAGE>

(d) Any action is taken  establishing or seeking to establish a lien,  charge or
other  right to any of the  assets  comprising  the  Collateral,  or  seeking to
execute upon,  seize or foreclose  upon any such assets,  and such action is not
fully  released,  abandoned  or  dismissed  within ten days after such action is
first initiated.

(e) The Company pursuant to or within the meaning of Bankruptcy Law:
     (i)  commences a voluntary case;
     (ii) consents  to  the  entry  of an  order  for  relief  against  it in an
          involuntary case;
     (iii)consents  to  the  appointment  of  a  Custodian  of  it  for  all  or
          substantially all of the its property; or
     (iv) makes a general assignment for the benefit of its creditors; or

(f) A court of  competent  jurisdiction  enters  an order or  decree  under  any
Bankruptcy Law that:
     (i)  is for relief against Company in an involuntary case;
     (ii) appoints a Custodian  for Company or for all or  substantially  all of
          its property; or
     (iii) orders the liquidation of Company;

and the order or decree remains unstayed and in effect for 60 consecutive  days.
The term  "Custodian"  means any  receiver,  trustee,  assignee,  liquidator  or
similar official under any Bankruptcy Law.


(g) There shall be entered  against the Company one or more judgments or decrees
involving an aggregate of $100,000 (or its  equivalent)  or more for the Company
and all such  judgments  and decrees  shall not have been  vacated,  discharged,
stayed or bonded pending appeal within thirty (30) days from the entry thereof.


(h) The Company shall default  (beyond any  applicable  cure periods) (i) in any
payment of principal of or interest on any Indebtedness (other than the Note) or
(ii) in the payment of any guaranty of payment (or  performance)  by the Company
of any indebtedness or other obligation of any other person, or any agreement to
provide  financial  assurance  with respect to the financial  condition,  or the
payment of the  obligations  of, other person  (including,  without  limitation,
purchase or  repurchase  agreements,  reimbursement  agreements  with respect to
letters of credit or  acceptances,  indemnity  arrangements,  grants of security
interests to support the obligations of another person ("Contingent Obligation")
or (iii) in the observance or  performance  of any other  agreement or condition
relating  to  any  Indebtedness  or  Contingent   Obligation  contained  in  any
instrument or agreement  evidencing,  securing or relating  thereto or any other
event shall occur or condition exist, the effect of which default or other event
or  condition  is to  cause,  or  to  permit  the  holder  or  holders  of  such
Indebtedness or a beneficiary or beneficiaries  (or a trustee or agent on behalf
of such holder or holders or beneficiary or  beneficiaries)  of such  Contingent
Obligation  to cause,  with the giving of notice or lapse of time,  or both,  if
required,  such  Indebtedness to become due prior to its stated maturity or such
Contingent Obligation to become payable.

12.  Remedies  on  Default.  If any Event of Default  occurs,  Creditor,  (a) by
written  notice to Company may declare the principal of and accrued  interest on
the Notes to be  immediately  due and payable;  provided  that in the case of an
Event of Default described in Section 11.1 (e) or (f), the Note shall become due
and payable without further action or notice;

     (b) Take any action at law or in equity to collect  the  payments  then due
and  thereafter to


                                       8

<PAGE>

become  due  hereunder  under the Note or under any other  Loan  Document  or to
enforce  performance and observance of any obligation,  agreement or covenant of
the Company under any Loan Document;

     (c) Exercise any and all rights and remedies  available at law or in equity
under each of the Loan Documents or as otherwise provided by law; and/or

     (d) Exercise in respect of any Collateral,  in addition to any other rights
or remedies it may have under law, in equity or given it  elsewhere  in the Loan
Documents, all the rights and remedies of a secured party under the UCC (whether
or not the UCC applies to the  affected  property)  and may also (i) require the
Company to assemble, and the Company hereby agrees to assemble, such property as
directed  by the  Creditor  and make it  available  to the  Creditor  at a place
specified by the Creditor (and after delivery  thereof the Company shall have no
further claim thereto or interest therein) and (ii) with such telephone or other
notice,  if any, as is practicable  under the  circumstances  or as is hereafter
specified,  sell such Collateral or any part thereof in one or more parcels,  at
public or private sale,  at the  Creditor's  office or  elsewhere,  for cash, on
credit or for future delivery  (without  assumption of any credit risk), at such
price or prices and on such other terms as shall be commercially reasonable. The
Company  hereby  agrees that the  Creditor  may exercise the rights and remedies
provided  by this  Section  and  elsewhere  in the Loan  Documents  and that the
exercise  of such  rights  and  remedies  by the  Creditor,  including,  without
limitation,  the  sale  of  Collateral,  may  be  accomplished  without  demand,
advertisement or notice (except as required by law), all of which (to the extent
permitted by law) are hereby expressly waived. The Company hereby agrees that to
the extent  notice is required by law,  ten (10) days'  notice to it of the time
and place of any public  sale or the time after which  private  sale may be made
shall  constitute  reasonable  notification,  except that if the Creditor  shall
determine in its sole  discretion  that any of the Collateral  covenants that it
will not hinder, delay or impede the execution of any power granted or delegated
to the Creditor  hereby,  but will suffer and permit the execution of every such
power as though no such laws were in force.

13. No Duty on Creditor.  The powers conferred on Creditor  hereunder are solely
to protect its  interests in the  Collateral  and shall not impose any duty upon
Creditor to exercise any such powers. Creditor shall be accountable only for the
amounts that it actually receives as a result of the exercise of such powers and
neither it nor any of its  officers,  directors,  employees  or agents  shall be
responsible to the Company for any act or failure to act,  except for Creditor's
own gross negligence or willful misconduct.

14. No Waiver by Creditors.  Creditor  shall not be deemed to have waived any of
its rights upon or under the  Obligations or the  Collateral  unless such waiver
shall be in writing and signed by Creditor.  No delay or omission on the part of
Creditor in exercising  any right shall operate as a waiver of such right or any
other right.  A waiver on any one occasion shall not be construed as a bar to or
waiver of any right on any future occasion.  All rights and remedies of Creditor
with respect to the Obligations or the Collateral,  whether  evidenced hereby or
by any other  instrument  or papers,  shall be  cumulative  and may be exercised
singularly, alternatively,  successively or concurrently at such time or at such
times as Creditor deems expedient.

15. Governing Law: Consent to Jurisdiction. This Agreement shall be governed by,
and  construed  in  accordance  with,  the laws of the state of New Jersey.  The
Company  agrees  that any  suit for the  enforcement  of this  Agreement  may be
brought in the courts of the State of New Jersey or any  federal  court  sitting
therein and  consents  to the  non-exclusive  jurisdiction  of such court and to
service of  process in any such suit being made upon the  Company by mail at its
registered  address.  The Company hereby waives, to the fullest extent permitted
by law, any objection the



                                       9
<PAGE>

Company may have to the venue of any such suit,  action or proceeding  including
the defense of an inconvenient  forum to the maintenance of such suit, action or
proceeding.  The Company  further agrees that a final judgment in any such suit,
action or  proceeding  brought in any such court or tribunal  will be conclusive
and may be enforced in any other  jurisdiction by suit on the judgment or in any
other manner provided by law.

16.  Costs and  Expenses.  (A) The Company  agrees to pay or cause to be paid on
demand the reasonable fees and expenses of counsel to the Creditor in connection
with the preparation of this Agreement and all other Loan Documents,  and to pay
on demand  the  reasonable  fees and  expenses  of counsel  to the  Creditor  in
connection  with all  amendments  or revisions  after the execution of such Loan
Documents,   and  the  consummation  and   administration  of  the  transactions
contemplated hereby and thereby.

     (B) The  Company  agrees to pay all  reasonable  expenses  incurred  by the
Creditor in connection with the Obligations,  including, without limitation, all
stamps,  recording fees,  filing fees and taxes paid in respect of the execution
and delivery of the Loan Documents and financing  statements and all expenses of
the Creditor in connection  with the  collection of any amounts due hereunder or
under the Note and the other Loan  Documents,  including  reasonable  attorneys,
fees.

     (C) In the event that the Company shall default under any of the provisions
of this  Agreement or any other Loan Document and the Creditor shall require and
employ  attorneys or incur other  expenses for the collection of payments due or
to become due or the  enforcement of performance or observance of any obligation
or agreement on the part of the Company contained herein or therein, the Company
shall on demand therefor pay to the Creditor the reasonable fees and expenses of
such attorneys and such other reasonable expenses so incurred by the Creditor.

17.  Indemnity.  The  Company  hereby  agrees  to, and does  hereby,  indemnify,
protect,   defend  and  save   harmless  the  Creditor  his  heirs,   executors,
administrators,   successors  and  assigns   (collectively,   the   "Indemnified
Parties"), from and against any and all losses, damages, expenses or liabilities
of any  kind or  nature  and  from  any  suits,  claims  or  demands,  including
reasonable  attorneys,  fees incurred in  investigating or defending such claim,
suffered by any of them by,  relating to, arising out of,  resulting from, or in
any way connected  with,  the Loan Documents and the  transactions  contemplated
therein or the collateral  (unless  caused by or arising from grossly  negligent
actions or the willful  misconduct of the Creditor).  This Section shall survive
termination  of this Agreement and the other Loan Documents and the repayment of
the all amounts hereunder and thereunder.

18.  Miscellaneous.  The  headings  of each  section of this  Agreement  are for
convenience  only and shall not  define or limit the  provisions  thereof.  This
Agreement  and all rights and  obligations  hereunder  shall be binding upon the
Company  and its  respective  successors  and  assigns,  and shall  inure to the
benefit  of  Creditor  and  its  successors  and  assigns.  If any  term of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity of
all other terms hereof shall in no way be affected  thereby,  and this Agreement
shall  be  construed  and  be  enforceable  as  if  such  invalid,   illegal  or
unenforceable  term  had not  been  included  herein.  From  time  to time  when
requested by the Creditor,  the Company  shall at its own expense,  execute such
documents  and take such other  actions as may be  reasonably  requested  by the
Creditor to protect or perfect any of the security  interests  granted under any
of the Loan Documents.  This Agreement may be executed by telecopy and in two or
more  counterparts,  each of which shall be deemed an original  and all of which
shall be considered one and the same instrument.



                                       10

<PAGE>

IN WITNESS WHEREOF, the Company and Creditor have duly executed this Security
Agreement as of the date first set forth above.



                                        /s/ Emmett Lescroart
--------------------------------        ---------------------------------------
Witness                                 EMMETT LESCROART



ADDISON YORK INSURANCE BROKERS, INC.


Per: /s/ P. Podorieszach
     -----------------------------





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<PAGE>


                                   EXHIBIT "A"

                             UCC FINANCING STATEMENT











                                       12
<PAGE>



                                   EXHIBIT "B"

                             LOCATIONS OF COLLATERAL








                                       13
<PAGE>


                                   EXHIBIT "C"

                             PERMITTED ENCUMBRANCES








                                       14