EXHIBIT 4.45




THIS AGREEMENT IS MADE EFFECTIVE as at the 31st day of August, 2004

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

                               AL VINCIGUERRA LTD.
                          a body corporate incorporated
                  pursuant to the laws of the State of Virginia
                       (hereinafter referred to as "AVL")

                                       and

                                DENA VINCIGUERRA
                    a resident of the City of Virginia Beach
                            in the State of Virginia
                        (hereinafter referred to as "DV")

                                       and

                                  RENEE WOODARD
                    a resident of the City of Virginia Beach
                            in the State of Virginia
                        (hereinafter referred to as "RW")

WHEREAS AVL has its principal  offices in the State of Virginia and is primarily
engaged in the insurance  brokerage  business in Virginia under the names of "Al
Vincent's Insurance Agency",  "Auto Insurance Experts" and "Affordable Insurance
Agency of  Tidewater"  (the  "Business"),  and  wishes to sell to the  Purchaser
substantially  all of its  Business'  assets,  including  without  limiting  the
generality  of the  foregoing,  the Client  Files and Book of Business  owned or
processed by AVL and the Purchaser desires to acquire such assets upon the terms
and conditions expressed in this Agreement;

AND  WHEREAS  DV and RW own  all of the  outstanding  capital  stock  of AVL and
currently operate and manage the affairs of AVL (in their capacities as officers
and  directors  as the case may be) and will  provide  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:



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<PAGE>

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  AVL  under  or in  respect  of  any  contract,  agreement,
     non-competition contract, lease, engagement, commitments including unfilled
     orders  received by AVL 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 AVL and which  reasonably
     would  result  in  Earned  Commissions  for AVL  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 31st day of August,  2004, or such other date
     as shall be mutually agreed to by the parties in writing;

(a)       "Closing Time" means 2:00 o'clock a.m.  Eastern  Standard 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;



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<PAGE>

(a)       "Commission  Revenue" means all  commissions  and fees relating to the
     sale and brokerage of insurance  products and services.  Commission Revenue
     generated  from any one account shall not be included more than once in any
     twelve-month  period.  Direct bill  Commission  Revenue is recognized  when
     received from the insurance  carrier and agency bill Commission  Revenue is
     recognized on the effective date of the policy installment.

(a)       "Earned Commissions" shall mean the Commission Revenue attributable to
     policies  sold  by AVL  and/or  payable  under  agreements  with  insurers.
     Notwithstanding  the foregoing,  the Earned  Commissions  shall not include
     any:
     (i)  Contingency Revenues;
     (ii) revenues  derived  by the  Purchaser  from  joint  venture  or revenue
          processing  agreements which the Purchaser or AVL may enter into after
          the Closing Date,  except those revenues derived by the Purchaser from
          those  persons or agencies set forth on Schedule  "M" attached  hereto
          which shall be included in the definition of Earned Commissions;
     (iii) life insurance revenues;
     (iv) interest income; or
     (v)  finance charges;

(a)       "Contingency   Revenue"  means  those   commissions   and/or  override
     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 August 31st, 2004;

(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)       "Excluded  Assets"  means  those  assets  set  forth in  Schedule  "T"
     attached hereto and forming a part hereof;

(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)       "Intercreditor    Agreement"means    that   Debt   Subordination   and
     Intercreditor Agreement dated August 31st, 2004, and made between FCC, LLC,
     Oak Street  Funding LLC,  Emmett  Lescroart,  Kabaker  Family Trust of July
     1998, Anthony Clark International Insurance Brokers, the Purchaser and AVL;

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

(a)       "Non-Competition   Agreement"   means  those   agreements   respecting
     competition by Al Vinciguerra  ("AV"),  AVL, DV and RW substantially in the
     form attached hereto as Schedule "F";

(a)       "Premises"  means the  properties  set forth in Schedule  "W" attached
     hereto; (a)

(a)       "Purchased Assets" means, subject to paragraph 2.03 herein, all of the
     assets,  property and rights  (other than the Excluded  Assets) of any kind
     and  description  owned  and  used by AVL 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 AVL in, to and under all Assumed
          Contracts,  contracts,  leases, agreements,  engagements,  commitments
          including  unfilled  orders  received  by AVL in  connection  with the
          Business  and other  rights of or  pertaining  to the  Business as are
          specifically accepted by



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<PAGE>

          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;
     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 AVL
          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 AVL to  carry on the  Business  under  the  names of "Al
          Vincent's Insurance Agency",  "Auto Insurance Experts" and "Affordable
          Insurance Agency of Tidewater" and the right to use any other words or
          tradenames of AVL indicating that the Business is so carried on;
     iv   the goodwill of AVL in the Business  ("Goodwill")  including,  without
          limitation,  the rights  granted to the Purchaser in respect of, inter
          alia,  the names "Al  Vincent's  Insurance  Agency",  "Auto  Insurance
          Experts" and "Affordable Insurance Agency of Tidewater" for use in the
          Business,  the  right of AVL 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 AVL'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 AVL or by other agents
          or  employees  of AVL,  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



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<PAGE>

          information customarily used by AVL or available to AVL, including all
          other records of and  pertaining to the accounts and customers of AVL,
          past and present,  including, but not limited to, the active insurance
          customers of AVL (collectively, the "Purchased Book of Business");
     viii All other assets of AVL relating or pertaining  to the Purchased  Book
          of  Business,   including  (i)  computer  disks,  servers,   software,
          databases  (whether  in the  form of  computer  tapes  or  otherwise),
          related object and source codes, and associated manuals, and any other
          records or media of storage or programs for  retrieval of  information
          pertaining  to the Purchased  Book of Business,  (ii) all supplies and
          materials, including promotional and advertising materials, brochures,
          plans,  supplier lists, manuals,  handbooks,  and related written data
          and  information,  (iii) customer and other deposits and  prepayments,
          (iv) transferable approvals, permits, licenses, orders, registrations,
          certificates,  variances and similar rights obtained from  governments
          and  governmental  agencies  to  own  and  operate  the  Business  and
          Purchased Assets; and (v) the Client Files and book of business;
     ix   all rights,  title and interest of AVL in, to and under all contracts,
          leases,  agreements,  engagements,   commitments  and  all  commission
          revenue  derived by AVL from those  persons or  agencies  set forth on
          Schedule "M" attached hereto and forming a part hereof; and





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<PAGE>

     x    All Commission  Revenue on installments of agency bill policies billed
          or effective on or after the  Effective  Date shall be the property of
          the Purchaser,  regardless of when actually  received.  All Commission
          Revenue on direct  bill  policies  actually  received  from  insurance
          carriers or intermediaries on or after the Effective Date shall be the
          property of the Purchaser,  regardless of when billed by the insurance
          carrier  or  intermediary.  The  Purchaser  shall be  entitled  to all
          Contingency  Revenues and/or override commissions received on or after
          the  Effective  Date,   regardless  of  when  earned.  All  additional
          commissions,   return  commissions  or  charge-backs  for  uncollected
          premiums as a result of audits by insurance carriers or intermediaries
          conducted before the Closing Date or concerning matters arising before
          the Closing Date shall be the property or the  responsibility  of AVL,
          whether  credit or debit,  and  regardless of effective  date, and all
          additional   commissions,   return  commissions  or  charge-backs  for
          uncollected  premiums as a result of audits by  insurance  carriers or
          intermediaries conducted after the Closing Date and concerning matters
          arising   after  the  Closing  Date  shall  be  the  property  or  the
          responsibility  of  the  Purchaser,   whether  credit  or  debit,  and
          regardless of effective date.

(t)       "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; (t)

(t)       "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:
     (d)  Schedule  "A":  Client list  including  the Client  Files and 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 AVL on Closing Date;
     (f)  Schedule "C" Real Property Lease Agreement;
     (g)  Schedule  "D":  Assumed   Contracts   (including   insurance   company
          contracts) of AVL;
     (h)  Schedule "E": Financial Statements of AVL;
     (i)  Schedule "F" Non-Competition Agreements of AV, AVL, DV and RW;
     (j)  Schedule "G" Non-Solicitation Agreement of Ron Vinciguerra ("RV");



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<PAGE>


     (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" AVL's Insurance;
     (o)  Schedule "L" Escrow Agreement;
     (p)  Schedule "M" Joint Venture Agencies;
     (q)  Schedule "N" Schedule of AVLs Existing carrier  appointments With a B+
          or Higher Rating;
     (r)  Schedule "O" Promissory Note;
     (s)  Schedule "P" Agency Agreement;
     (t)  Schedule "Q" AVL Escrow Agreement;
     (u)  Schedule "R" Subordination Agreement and Power of Attorney;
     (v)  Schedule "S" AVL Liabilities
     (w)  Schedule "T" Excluded Assets;
     (x)  Schedule "U" Security Agreement;
     (y)  Schedule  "V" List of Those  Clients of the  Business  From The Client
          Files Who Provide Earned Commissions to AVL in excess of $5,000.00 per
          Annum;
     (z)  Schedule "W List of business locations and Premises;
     (aa) Schedule "X" Intercreditor Agreement;
     (bb) Schedule "Y"  Acknowledgment  of Collateral  Assignment of Acquisition
          Documents; and
     (cc) Schedule "Z" Maximum Assumed AVL Liabilities

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)  AVL shall sell,  convey and assign to Purchaser  all right,  title and
          interest of AVL 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 AVL 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 Closing Date.  Except for these  obligations,  the Purchaser  shall not
     assume or be deemed to have  assumed any  liability  or  obligation  of AVL
     whatsoever.



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<PAGE>

2.03 AVL 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)  AVL's  cash in hand or in  banks  and  other  readily  liquid  working
          capital as of the close of business on the Effective  Date,  including
          AVL's  accounts  and other  receivables,  money  market  certificates,
          stocks, bonds, and AVL's automobiles and other vehicles;
     (b)  AVL'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  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)  AVL'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 AVL as a corporation or (ii) any of the
          rights of AVL 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;
     (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 AVL is transferring the Purchased Assets),  (ii) any liability
          of AVL 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 AVL 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 AVL or was  serving at the request of any such entity as a partner,
          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 AVL for costs
          and  expenses  incurred  in  connection  with this  Agreement  and the
          transactions  contemplated  hereby, or (v) any liability or obligation
          of AVL under this  Agreement (or under any related  agreement  between
          AVL on the one hand and Purchaser on the other hand entered into on or
          after the date of this Agreement); or
     (g)  those assets set forth on Schedule "T" attached hereto.

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



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<PAGE>

     or place is agreed to in writing by the parties hereto.

3.00 - CONSIDERATION AND METHOD OF PAYMENT

3.01 Subject to the terms and  conditions of this  Agreement,  AVL hereby sells,
     assigns and transfers to the  Purchaser and the Purchaser  hereby buys from
     AVL the Purchased  Assets for the maximum  aggregate sum of $7,000,000  and
     the minimum aggregate sum of $6,000,000 (the "Purchase Price").

3.02 For all purposes  (including  federal and state income tax  purposes),  the
     parties agree to allocate the aggregate of the Purchase  Price (as adjusted
     pursuant to the  "Adjustment" as defined herein) among the Purchased Assets
     as follows (the "Allocation"):  (i) $50,000 shall be allocated to the Fixed
     Assets  owned by AVL and listed on Schedule  "B";  (ii)  $100,000  shall be
     allocated  equally to the  covenants  of AV, AVL, DV and RW as set forth in
     the  Non-Competition  Agreements  attached  as Schedule  "F" hereto;  (iii)
     $25,000  shall  be  allocated  to the  covenant  of RV as set  forth in the
     Non-Solicitation Agreement attached as Schedule "G" hereto; (iv) $3,412.500
     shall be allocated to the Goodwill,  and (v) $3,412,500  shall be allocated
     to the Purchased Book of Business. Each of Purchaser and AVL 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 AVL also shall file any  additional  Forms 8594 from time to
     time as are required to reflect any  Adjustment  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.  Once the amount of the  Remaining  Balance of the
     Purchase  Price  has been  determined  then  the  parties  hereto  agree to
     allocate such amount  equally  between  Goodwill and the Purchased  Book of
     Business.  The final version of each  additional  Form 8594 as agreed to by
     Purchaser  and AVL shall be timely filed by each of Purchaser  and AVL. 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) and be paid as follows:
     (a)  $5,500,000   on  the  Closing  Date  which  shall  be  disbursed   and
          distributed as follows;
          (i)  $50,000  shall be  disbursed  to AVL or to the  account of AVL in
               full and final payment for the Fixed Assets;
          (ii) $25,000  shall be  disbursed  to AVL or to the  account of AVL in
               full and final payment for the Non-Competition Agreement;
          (iii)$25,000  shall be disbursed to DV or to the account of DV in full
               and final payment for the Non-Competition Agreement;
          (iv) $25,000  shall be disbursed to RW or to the account of RW in full
               and final payment for the Non-Competition Agreement;
          (v)  $25,000  shall be disbursed to AV or to the account of AV in full
               and final



                                       10
<PAGE>

               payment for the Non-Competition Agreement;
          (vi) $25,000  shall be disbursed to RV or to the account of RV in full
               and final payment for the Non-Solicitation Agreement;
          (vii)$5,065,000  shall be disbursed  to AVL (as a partial  payment for
               the Purchased Assets excluding the Fixed Assets); and
          (viii)  $260,000  shall be  disbursed  to Emmett  Lescroart  or to the
               account of Emmett Lescroart in payment of commissions owed to him
               by AVL;
     (b)  $500,000  shall be  delivered to the firm of Sykes,  Bourdon,  Ahern &
          Levy,  PC ("AVL's  Counsel")  on the Closing Date to be held in escrow
          and  dealt  with in  accordance  with  the  terms  of the  AVL  Escrow
          Agreement attached as Schedule "Q" hereto; and
     (c)  on the Closing Date, the Purchaser shall provide the Escrow Agent with
          the Promissory Note, attached as Schedule "O" hereto,  drawn in favour
          of AVL in the principal  amount of  $1,000,000.  The  Promissory  Note
          shall be held by the Escrow  Agent and dealt with in  accordance  with
          the terms of  paragraph  3.04 and the  Escrow  Agreement  attached  as
          Schedule "L" hereto.

3.04 The  Promissory  Note shall be dealt with in accordance  with the following
     terms:
     (a)  within 5 days of the end of the 14th month after the Closing Date, the
          Purchaser  shall prepare a Purchase Price  reconciliation  to show the
          actual  Earned  Commissions  from the  Business.  If the actual Earned
          Commission revenue from the Business for the one year period beginning
          on September 1st, 2004 and ending on August 31st,  2005 (the "Period")
          is greater than or equal to $4,000,000,  then the Purchase Price shall
          be  crystalized  at $7,000,000  and no further  Adjustment (as defined
          herein) shall be made to the Purchase Price or the Promissory Note;
     (b)  if the actual  Earned  Commission  revenue  from the  Business for the
          Period is less than  $4,000,000,  then within 5 days of the end of the
          26th month after the  Closing  Date,  the  Purchaser  shall  prepare a
          Purchase Price  reconciliation  to show the actual Earned  Commissions
          from the Business.  If the actual Earned  Commission  revenue from the
          Business for the one year period  beginning on September 1st, 2005 and
          ending  on  August  31st,  2006  (the  "Second  Period")  is less than
          $4,000,000,  then the  Purchase  Price  and  Promissory  Note  will be
          adjusted downward in accordance with the following formula:
               (Earned Commissions from the Second Period x 1.75) - $7,000,000 =
               the "Adjustment"
          if after the  application of the formula the  Adjustment  results in a
          negative  number,  then the Purchase Price and the principal amount of
          the  Promissory  Note  shall be  reduced  by an  amount  equal to that
          negative number. For greater clarification, the Adjustment cannot have
          the effect of increasing the Purchase  Price,  the Adjustment can only
          lower the Purchase Price and, in no event shall the  Adjustment  cause
          the Purchase Price to be less than $6,000,000 ;
     (c)  if after the  Adjustment is  determined,  there is no reduction in the
          Purchase Price,  then there shall be no changes made to the Promissory
          Note by the Escrow Agent;
     (d)  if after the  Adjustment  is  determined,  there is a reduction in the
          Purchase Price,



                                       11
<PAGE>

          then the Escrow Agent shall amend the Promissory  Note by reducing the
          principal amount (and, after taking into account any and all sums paid
          to AVL pursuant to the Promissory Note up to and including the date of
          the Adjustment,  any  amortization  schedules  related thereto) by the
          amount of the  Adjustment as determined in accordance  with  paragraph
          3.04(b).  If it is discovered that, after the Adjustment is determined
          and after taking into account any and all sums paid to AVL pursuant to
          the Promissory Note up to and including the date of the  determination
          of the  Adjustment,  AVL owes the  Purchaser  a  refund  (the  "Refund
          Amount") on any monies paid to AVL pursuant to the Promissory Note (as
          a result of the  Adjustment),  then AVL shall within  thirty (30) days
          notice of such Refund Amount pay the Refund Amount to the Purchaser;
     (e)  the  Adjustments to be made pursuant to this  paragraph  shall be made
          within 27 months of the Closing Date; and
     (i)  the Parties agree that the Earned Commission  Revenues over the Period
          from the Business shall be calculated on a pre-tax basis.

3.05 In order to secure the  payments to be made to AVL in  accordance  with the
     terms  of the  Promissory  Note,  the  Purchaser  agrees  to grant to AVL a
     security  interest  in the  Purchased  Assets  and to  provide  AVL  with a
     Security  Agreement  (attached  as Schedule "U" hereto) in respect of those
     Purchased Assets (the "Security").

3.06 AVL  hereby  covenants  and  agrees  with  the  Purchaser  that any and all
     payments due, any and all obligations  owing and any and all Security taken
     or granted  pursuant to the Promissory Note or Security  Agreement shall be
     subordinate  to any and  all  senior  debt  financing  (including,  without
     limiting the generality of the  foregoing,  loans or advances made by or to
     be made by Oak Street Funding LLC, FCC LLC and Emmett  Lescroart),  whether
     present or future,  which has been or may be obtained by the  Purchaser now
     or at any time into the  future,  and AVL hereby  agrees to: (i)  execute a
     Subordination  Agreement and Power of Attorney (attached hereto as Schedule
     "R); and (ii)  execute and deliver the  Intercreditor  Agreement  (attached
     hereto as Schedule "X"); in order to give effect to this paragraph.

3.07 AVL may,  from time to time and  during  normal  business  hours,  employ a
     professionally qualified independent third party auditor (acceptable to the
     Purchaser) to audit the books and records of the Purchaser  which relate to
     the  Business  and  Purchased  Assets in order to verify the amounts of the
     Adjustment. If the audit discloses a discrepancy unfavourable to AVL in the
     Adjustment  of three  per  cent  (3%) or more,  then  the  Purchaser  shall
     promptly  pay for the cost of the audit and shall  make or cause to be made
     all  of  the  necessary  adjustments  as  disclosed  in  the  audit  to the
     Adjustment.  If the audit  discloses a discrepancy  in the payments (or the
     timing  thereof)  to be made to AVL in  accordance  with  the  terms of the
     Promissory  Note, then the Purchaser shall promptly pay for the cost of the
     audit  and  shall  forthwith  bring  all  of the  payments  due  under  the
     Promissory  Note up to date in accordance with the results of the audit and
     the terms of the  Promissory  Note.  If the audit  discloses a  discrepancy
     unfavourable  to AVL in the  Adjustment of less than three per cent (3%) or
     if the audit does not disclose a discrepancy in the payments (or the timing
     thereof) to be made to AVL in accordance  with the terms of the  Promissory
     Note, then AVL shall



                                       12
<PAGE>

     be responsible for the costs of the audit.

3.08 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 AVL 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  AVL,
          constitutes a 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,



                                       13
<PAGE>

          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;  and
     (e)  None  of  the   representations  and  warranties  set  forth  in  this
          Agreement,  notwithstanding any investigation thereof by AVL, 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.

4.02 AVL,  DV and RW,  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)  DV and RW own and hold all of the  outstanding  shares of the  capital
          stock of AVL and there are no outstanding warrants,  options or rights
          to acquire additional shares of the capital stock of AVL;
     (a)  Attached  as  Schedule  "E"  hereto  are  the  following  consolidated
          financial statements of AVL (collectively the "Financial Statements"):
          (a) unaudited  consolidated balance sheet and consolidated  statements
          of income and changes in shareholders' equity as of and for the fiscal
          years ended December 31st 2001, 2002 and 2003 (the "Most Recent Fiscal
          Year  End");  and  (b)  unaudited   consolidated   balance  sheet  and
          consolidated   statements  of  income  (the  "Most  Recent   Financial
          Statements")  as of and for the seven  months ended July 31, 2004 (the
          "Most Recent Fiscal Month End"). The Financial  Statements  (including
          the Notes thereto) have been prepared on a compilation  and consistent
          basis  throughout  the periods  covered  thereby,  present  fairly the
          financial condition of AVL, including assets and liabilities  (whether
          accrued,  absolute,  contingent or otherwise) as of such dates and the
          results of operations of AVL for such periods,  are materially correct
          and complete, and are materially consistent with the books and records
          of AVL (which books and records are correct and complete);
     (a)  Except as set forth on Schedule "I" annexed hereto:
          i)   AVL 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 AVL (whether or not shown on any Tax
               Return) have been paid,  or AVL has made  adequate  provision for
               the payment



                                       14
<PAGE>

               therefor.  AVL 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 AVL 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 AVL that  arose in  connection  with any  failure  (or
               alleged failure) to pay any Tax;
          ii)  AVL 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,   independent   contractor,   creditor,
               shareholder or other third party;
          iii) There  is  no  material  dispute  or  claim  concerning  any  Tax
               liability of AVL either (i) claimed or raised by any authority in
               writing or (ii) as to which AVL 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 AVL for  taxable
               periods ended on or after  December  31st,  2001,  2002 and 2003,
               indicates those Tax Returns that have been audited, and indicates
               those Tax Returns that  currently  are the subject of audit.  AVL
               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 AVL  since
               December 31st, 2003;
          iv)  AVL 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)   AVL 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. AVL is not a party to any Tax allocation or sharing
               agreement.  AVL (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 AVL (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 AVL in
               filing its Tax Returns; and
          vii) AVL shall promptly pay the  applicable  state sales and use taxes
               imposed with  respect to the sale and  transfer of the  Purchased
               Assets from AVL



                                       15
<PAGE>

               to the Purchaser  pursuant to this  Agreement.  AVL 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.  AVL
               shall be  obligated  to timely  file the  return and pay the tax.
               Failure by AVL to timely file the return or pay the tax due shall
               result in AVL bearing the penalties and interest  associated with
               such late  payment or  filing,  regardless  of  whether  assessed
               against AVL ot the Purchaser by the taxing authorities.

     (d)  AVL is a corporation  organized and in good standing under the laws of
          the State of Virginia and its status is active.  AVL 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. AVL 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.

     (d)  AVL 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 AVL,  the  officers  and the  shareholders,  including
          without limitation AVL's board of directors.

     (d)  This  Agreement  has been,  and the other  agreements,  documents  and
          instruments  required to be  delivered by AVL in  accordance  with the
          provisions hereof (collectively, the "AVL's Documents") shall be, duly
          executed and delivered by duly authorized officers of AVL on behalf of
          AVL, and this Agreement constitutes, and AVL's Documents when executed
          and  delivered  shall  constitute,   the  legal,   valid  and  binding
          obligations of AVL,  enforceable  against AVL 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).

     (d)  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 AVL;

     (d)  since  the Most  Recent  Fiscal  Month  End,  AVL has  carried  on the
          Business in the usual,  regular and ordinary  course in  substantially
          the manner



                                       16
<PAGE>

          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 AVL'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)   AVL has not sold,  leased,  transferred,  or assigned  any of its
               assets,  tangible or intangible,  used in the Business other than
               for a fair consideration in the ordinary course of business;
          ii)  AVL 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 AVL) 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 AVL is a party or by which it is bound;
          iv)  AVL 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)   AVL has not made any  capital  expenditure  (or series of related
               capital  expenditures)  relating  to  the  Business  outside  the
               ordinary course of business;
          vi)  AVL 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) AVL 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)AVL has not delayed or postponed the payment of accounts  payable
               and other liabilities relating to the Business;
          ix)  AVL has not canceled, compromised,  waived, or released any right
               or claim (or series of related rights and claims) relating to the
               Business;
          x)   AVL 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 AVL;
          xii) AVL 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)AVL has not  declared,  set aside,  or paid any  dividend or made
               any  distribution  with respect to its capital stock or redeemed,
               purchased, or otherwise acquired any of its capital stock;



                                       17
<PAGE>

          xiv) AVL 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)  AVL 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) AVL has not entered into any  employment  contract or  collective
               bargaining  agreement,  written or oral, or modified the terms of
               any existing such contract or agreement;
          xvii)AVL  has  not   granted  any   material   increase  in  the  base
               compensation of any of its employees employed in the Business;
          xviii)  AVL  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) AVL has not made any other change in employment  terms for any of
               its employees employed in the Business;
          xx)  AVL has not  made or  pledged  to make  any  charitable  or other
               capital contribution; and
          xxi) AVL has not entered into any agreement to purchase or acquire any
               insurance agency business;

     (i)  AVL 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.  AVL  has not
          committed any unfair labor practice. To AVL'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 AVL.

     (j)  AVL 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 AVL 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 AVL.  AVL 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 AVL's employment
          practices.  As of the  date of this  Agreement,  no  investigation  or
          review by any  Governmental  Entity with respect to AVL is pending or,
          to the knowledge of AVL, threatened.

     (j)  AVL 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 AVL as  receivables  and any that are  received are for the
          benefit of the Purchaser;



                                       18
<PAGE>

     (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 AVL, and, to
          the  knowledge  of AVL, DV and RW,  there is no basis for such a suit,
          claim, action, proceeding or investigation.  AVL 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 AVL,  the  Business or the  Purchased
          Assets  or  would  prevent  AVL  from  consummating  the  transactions
          contemplated   hereby.   No  voluntary  or  involuntary   petition  in
          bankruptcy, receivership, insolvency or reorganization with respect to
          AVL, or  petition to appoint a receiver or trustee of AVL's  property,
          has been filed by or against  AVL,  nor shall AVL 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.  AVL 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 AVL
          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 AVL 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 AVL's 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
          AVL is a party or by which AVL or any of its  properties or assets may
          be bound.

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

     (j)  AVL 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,



                                       19
<PAGE>


          including  without  limiting  the  generality  of  the  foregoing  all
          necessary approvals from the Virginia Department of Insurance;

     (j)  Except for the Permitted  Encumbrances,  AVL 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
          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.  AVL 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 AVL's Volume Reports describing
          premiums  and  commissions  with  respect  to each of AVL's  appointed
          carriers including the AVL's Summary Production Reports for the twelve
          month period ended on June 30, 2004;

     (j)  The names "Al Vincent's  Insurance  Agency",  "Auto Insurance Experts"
          and  "Affordable  Insurance  Agency of  Tidewater"  are the only trade
          names used by AVL (or any  subsidiary  thereof)  within the past three
          (3) years.  No party has filed a claim during the past three (3) years
          against  AVL  or  any  subsidiary  thereof  alleging  that  AVL 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 AVL or any
          subsidiary  thereof and, to the  knowledge of AVL, DV and RW,  neither
          AVL  nor  any  subsidiary   thereof  has  violated  or  infringed  any
          trademark,  trade name, service mark, service name, patent,  copyright
          or trade  secret  held by others.  AVL shall  allow the  Purchaser  to
          continue  operating the Business  under the name(s) it holds as of and
          after the Closing Date;

     (j)  to AVL's knowledge,  AVL's computer software included in the Purchased
          Assets  adequately  performs  as  presently  utilized  by  AVL  in its
          operation   of  the   Business.   AVL  has   delivered   to  Purchaser
          substantially  complete and correct  copies of all user and  technical
          documentation  issued to AVL by the software producers related to such
          software;

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



                                       20
<PAGE>

     (w)  AVL has not  incurred  any  liability  or taken or  failed to take any
          action that may  reasonably  be expected to result in a liability  for
          errors or  omissions  in the  conduct  of the  Business,  except  such
          liabilities   as  are  fully   covered  by   insurance   (other   than
          deductibles).  AVL has errors and omission (E&O) insurance coverage in
          force,  with minimum liability limits of $5,000,000 per occurrence and
          $5,000,000 aggregate, and a deductible of $10,000 per occurrence;

     (w)  AVL 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 AVL 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;

     (w)  AVL  has no  liability  (and  none of AVL  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 AVL 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;

     (w)  There are no  outstanding  material  powers of  attorney  executed  on
          behalf of AVL;

     (aa) 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 AVL  currently  maintains or to which AVL  currently
               contributes are the Savings Incentive Match Plan for Employees of
               Small  Employers,  a Group Agreement dated March 8, 2004 and made
               with  Optimum  Choice




                                       21
<PAGE>

               Inc., and a Group Hospital and Health  Insurance  Policy Contract
               dated March 8, 2004 and made with Mamsi Life and Health Insurance
               Company  (each a "AVL Plan" and  collectively,  the "AVL Plans").
               AVL maintains no other employee benefit plans.  Each of AVL 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 AVL Plan that is an "Employee  Pension Benefit Plan"
               (as defined in Section 3(2) of ERISA);
          iii) Each  AVL  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)  AVL 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)   AVL 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 AVL 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 AVL or is a  dependent  or spouse of a
               current or former  employee  of AVL,  is  currently  covered by a
               health plan of AVL  pursuant to Code  Section  4980B or Part 6 of
               Title I of ERISA;

     (bb) AVL  has  no  knowledge  of any  material  liability  relating  to the
          Business or the Purchased Assets (and to AVL'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 trust,  breach of
          warranty, tort, infringement, or violation of law);



                                       22
<PAGE>

     (cc) at the Effective  Date of this agreement and at the Closing Date there
          has not been and shall not have been any  material  adverse  change in
          the nature,  volume or  profitability of the Business or the Purchased
          Assets  nor has  there  been nor  will  there  by any  development  or
          threatened or probable  development which to the best of the knowledge
          of AVL  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 AVL 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) AVL 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 AVL has been a named insured or
          otherwise  the  beneficiary  of  coverage  at any time within the past
          fiscal year:
          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 AVL'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,  AVL 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,



                                       23
<PAGE>

          records, agreements,  contracts, documents, instruments and other data
          of AVL (including,  without  limitation,  all corporate,  business and
          accounting  records of AVL) with  respect to AVL, the Business and the
          Purchased  Assets,  and  AVL  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 AVL 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  AVL  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;



                                       24
<PAGE>


     (gg) AVL shall  give any  notices to third  parties,  and AVL shall use its
          commercially  reasonable  best  efforts  to  obtain  any  third  party
          consents,  that  Purchaser may request in connection  with the Assumed
          Contracts.  AVL 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, AVL will permit Purchaser to
          meet with its employees.  AVL shall be responsible for compliance with
          the  requirements of Code Section 4980B and Part 6 of Title I of ERISA
          for all of AVL's employees.  Subject to Article 6.00 hereof, AVL shall
          indemnify  and hold  Purchaser  harmless for any  liability  Purchaser
          incurs at any time on or after the Effective  Date under the provision
          of Code  Section  4980B and Part 6 of Title I of ERISA with respect to
          any of AVL's employees;

     (ii  Intellectual Property
          i)   AVL 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
               AVL in  connection  with 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;
          ii)  AVL has not interfered with, infringed upon, misappropriated,  or
               otherwise  come  into  conflict  with any  Intellectual  Property
               rights of third parties,  and, to AVL's knowledge,  AVL has never
               received any charge, complaint, claim, demand, or notice alleging
               any  such  interference,   infringement,   misappropriation,   or
               violation  (including  any claim that AVL must license or refrain
               from using any Intellectual  Property rights of any third party).
               To the  knowledge  of AVL,  no third party has  interfered  with,
               infringed upon, misappropriated,  or otherwise come into conflict
               with any Intellectual Property rights of AVL; and
          iii) AVL 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;



                                       25
<PAGE>

     (jj) Schedule "N" annexed hereto sets forth a true and complete copy of the
          AVL's list of carrier  appointments  and  brokers  representing  other
          carriers together with the A.M. best rating guide;

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

     (ll) Except  as set  forth on  Schedule  "E"  attached  hereto,  AVL has no
          liability, whether accrued, absolute or contingent, of a type required
          to be reflected on a balance  sheet or described in the notes  thereto
          in accordance with US GAAP;

     (mm) Improper and Other Payments:
          (a)  neither AVL, nor any director, officer, employee thereof, nor, to
               the knowledge of any AVL, any agent or  representative of AVL nor
               any person acting on behalf of any of them: (i) has made, paid or
               received any illegal contribution,  gift, bribe, rebate,  payoff,
               influence payment, kickbacks or other similar payments to or from
               any  authority,  whether in money,  property or services:  (1) to
               obtain favourable treatment in securing business;  (2) to pay for
               favourable  treatment for business secured; (3) to obtain special
               concessions or for special concessions already obtained or (4) in
               violation of any  regulation  or order;  or (ii)  established  or
               maintained  a fund or asset  that has not  been  recorded  on the
               books and records of AVL;
          (b)  no improper  foreign  payment (as defined in the Foreign  Corrupt
               Practices Act) has been made by AVL; and
          (c)  the  internal  accounting  controls of AVL are  believed by AVL's
               management  to be adequate to detect any of the  foregoing  under
               current circumstances

     (nn) Schedule "V" annexed hereto sets forth a true and complete copy of the
          list of those  clients of AVL who provide  Earned  Commissions  to the
          Business in excess of $5,000.00 per annum;

     (oo) Schedule "S" annexed hereto sets forth a true and complete copy of the
          AVL  Liabilities,  and  there  are no  other  liabilities  of AVL  not
          disclosed therein; and

     (pp) 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 AVL, and its respective properties,  businesses
          and affairs;

     (qq) Within 30 days of the Closing Date hereof, AVL shall purchase,  at its
          cost and expense,  `tail' or `extended reporting coverage' for a three
          year period from the



                                       26
<PAGE>

          Effective Date hereof from an insurance  carrier  acceptable to AYI in
          an amount equal to the level of coverage maintained in accordance with
          paragraph 4.02(w); and

     (rr) they will provide  their full and complete  cooperation  in respect of
          the  preparation  and  filing  of any and  all  audited  or  unaudited
          financial  statements of AVL, reports,  instruments or other documents
          which  are or may be or  become  required  by any  Canadian  or United
          States regulatory authority or stock exchange having jurisdiction over
          the capital stock or affairs of Anthony Clark International  Insurance
          Brokers Ltd. or the Purchaser.  The professional costs associated with
          the  preparation  and filing of the aforesaid  documents and financial
          statements shall be borne by the Purchaser.

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
     five (5) years from the Closing Date.

4.04 Ron  Vinciguerra  will agree to execute and deliver to the  Purchaser on or
     before  the  Closing  Date  the  Non-Solicitation  Agreement  in  form  and
     substance set forth in Schedule "G" attached hereto.

4.05 AV,  AVL, DV and RW agree to execute  and  deliver to the  Purchaser  on or
     before  the  Closing  Date  the  non-competition  agreements  in  form  and
     substance as set forth in Schedule "F" attached hereto.

4.06 AVL shall agree to execute and  deliver to the  Purchaser  on or before the
     Closing Date the  Intercreditor  Agreement in the form and substance as set
     forth in Schedule "X" attached hereto.

4.07 AVL, DV and RW agree to execute and deliver to the  Purchaser  on or before
     the  Closing  Date  the  acknowledgment  of the  Collateral  Assignment  of
     Acquisition  Documents  Agreement  in form and  substance  as set  forth in
     Schedule "Y" attached hereto.

4.08 Upon being presented with arms length third party invoices  therefore,  the
     Purchaser agrees to pay or remit on behalf of AVL those AVL liabilities set
     forth on Schedule "Z" hereto.

4.09 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  AVL 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



                                       27
<PAGE>

     specifically provided in this Agreement.


5.00 - TO BE PERFORMED AT CLOSING

5.01 On or  before  the  Closing  Date AVL  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.  AVL 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,  AVL 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  AVL  and  of  all  its
          shareholders  adopting,  approving  and  consenting to the sale of the
          Purchased Assets as contemplated herein;
     (b)  Certificates from a director or officer of AVL stating that all of the
          Purchased  Assets  are  owned  by AVL and are  free  and  clear of all
          encumbrances save and except for the Permitted Encumbrances;
     (c)  An Opinion of Counsel for AVL in accordance with paragraph 7.01(i);
     (d)  An updated financial  statement for AVL 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;
     (g)  an  assignment  of AVL's  current  telephone  numbers  and Yellow Page
          advertisements and listings related to the Business;
     (h)  an assignment of AVL's trade names of "Al Vincent's Insurance Agency",
          "Auto  Insurance   Experts"  and  "Affordable   Insurance   Agency  of
          Tidewater";
     (i)  an executed  Non-Solicitation  Agreement in respect of Ron Vinciguerra
          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 AV, AVL, DV and
          RW;
     (k)  an officer's  certificate of AVL 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, AVL 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 AVL 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;



                                       28
<PAGE>

     (n)  all current and active insurance company statistics  including premium
          volumes and loss ratios;
     (o)  a  certificate  to the  effect  that  AVL is  not a  "foreign  person"
          pursuant to United States Treasury Regulation 1.1445-2(b);
     (p)  a copy of the Escrow  Agreement  executed by AVL, or his  agent(s) and
          the Escrow Agent;
     (q)  an  executed  Agency  Agreement  in the same form as that set forth in
          Schedule "P" attached hereto;
     (r)  Receipts for the Down Payment;
     (s)  a  Subordination  Agreement and Power of Attorney in  accordance  with
          paragraph 3.07;
     (t)  a Certificate of Incumbency of AVL executed by an officer of AVL;
     (u)  the AVL Escrow Agreement executed by AVL's Counsel;
     (v)  a copy of the Intercreditor Agreement executed on behalf of AVL;
     (w)  a Direction To Pay in respect of the Purchase Price; and
     (x)  an executed acknowledgment of the Collateral Assignment of Acquisition
          Documents.

5.02 On the Closing Date the Purchaser shall deliver the following  documents or
     items to the following persons:
     (a)  the sum of $5,500,000 by way of a certified cheque or wire transfer to
          be delivered to AVL's  counsel,  which sum is to be disbursed by AVL's
          Counsel  in  strict  accordance  with the terms of  paragraph  3.03(a)
          herein;
     (b)  the sum of $500,000 by way of a certified  cheque or wire  transfer to
          be delivered to AVL's  Counsel,  which sum is to be held and disbursed
          by AVL's Counsel in strict accordance with the terms of the AVL Escrow
          Agreement;
     (c)  a Resolution of the Directors of the Purchaser adopting, approving and
          consenting  to the purchase of the  Purchased  Assets as  contemplated
          herein to be delivered to AVL's counsel;
     (d)  The  Promissory  Note attached as Schedule "O" hereto  executed by the
          Purchaser shall be delivered to the Escrow Agent;
     (e)  a copy of the  Escrow  Agreement  executed  by the  Purchaser,  or his
          agent(s), to be delivered to the Escrow Agent and AVL's counsel; and
     (f)  The Security Agreement attached as Schedule "U" hereto executed by the
          Purchaser shall be delivered to the AVL's counsel;

5.03 All books,  records and documents in the  possession of AVL 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 AVL in which
     case  they  shall  be  made  available  by  AVL to the  Purchaser  and  its
     authorized  representatives  for inspection and copying, at the Purchaser's
     sole expense, but without any charge from AVL for providing such copies.

5.04 The  parties  agree as follows  with  respect to the period  following  the
     Closing Date:
     d)   AVL  acknowledges  and agrees that from and after the Closing 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.



                                       29
<PAGE>

     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 Closing 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)   AVL 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 AVL from maintaining
          the same business  relationships with Purchaser after the Closing Date
          as it  maintained  with AVL prior to the  Closing  Date.  AVL shall to
          refer all  customer  inquiries  relating to the  Business to Purchaser
          from and after the Closing Date.

5.05 Consents To Assignment.
     (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, AVL and
          Purchaser  shall  cooperate  (each 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 AVL
          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,  AVL
     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



                                       30
<PAGE>

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 five (5) 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 five 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
          five (5) 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 five (5) 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,
          such provisions shall survive for a period of three (3) years,  rather
          than  five  (5)  years,   from  the   Closing   Date;   and  (ii)  all
          representations,  warranties,  covenants and indemnities in connection
          with any tax liabilities of AVL, DV, or RW 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,  AVL, DV and RW 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 AVL's, DV's or RW's representations,  warranties,
          obligations or covenants  contained  herein,  or (ii) the operation of
          the  Business or the  ownership of the  Purchased  Assets by AVL on or
          prior to the Closing Date, including,  without limitation,  any claims
          or  lawsuits  based on conduct of AVL, DV or RW  occurring  before the
          Closing Date;
     (b)  In addition to and without  limiting  the  foregoing,  AVL, DV and RW,
          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 AVL that is not  assumed  hereunder
          (including  any liability of AVL 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 AVL for the  unpaid  taxes of any  person or entity
          (including AVL) 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.



                                       31
<PAGE>

6.03 From and after the Closing  Date,  Purchaser  agrees to indemnify  and hold
     AVL, DV and RW 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 AVL 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 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)



                                       32
<PAGE>

          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  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.



                                       33
<PAGE>

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):

     (a)  all of the representations, warranties and covenants of AVL, DV and RW
          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  AVL  shall  have  delivered  to  the  Purchaser  a
          certificate  of an  officer  of AVL  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 AVL 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 AVL
          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 AVL 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  AVL,  DV  and  RW 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)  AVL 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)  AV,  AVL,  DV  and  RW  shall  have   executed   and   delivered   the
          Non-Competition



                                       34
<PAGE>

          Agreements  attached hereto as Schedule "F" and RV shall have executed
          and  delivered  the  Non-Solicitation  Agreement  attached  hereto  as
          Schedule "G";

     (g)  the Purchaser  shall have been satisfied that the leased  premises are
          satisfactory for the purposes intended in carrying on the Business;

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

     (i)  Purchaser  shall have completed its due diligence  investigation  with
          respect to AVL 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;

     (j)  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;

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

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

     (m)  AVL 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);

     (n)  Satisfactory  review and  approval by the  Purchaser  of all AVL Plans
          currently  offered  to  the  employees  of  AVL  and  approval  by the
          Purchaser of the costs to continue such AVL Plans;

     (o)  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;

     (p)  acquisition of  satisfactory  financing for completion of the purchase
          by the Purchaser;

     (q)  AVL shall have executed and delivered  the Agency  Agreement  attached
          hereto as Schedule "P";

     (r)  AVL shall have  executed and delivered  the Lease  Agreement  attached
          hereto as



                                       35
<PAGE>

          Schedule "C";

     (s)  the Purchaser shall have received  satisfactory  assurances from AVL's
          current  insurance  carriers  that they will  continue  to process and
          renew the Client Files after the Closing Date; and

     (t)  AVL shall have  delivered  to the  Purchaser  a  sufficient  number of
          copies of the  Intercreditor  Agreement  all executed on behalf of AVL
          for distribution to all of the other signatories thereto.

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

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 AVL  and  thereupon  shall  be  released  from  all  obligations
     hereunder.

7.04 Risk of loss or damage to the  Purchased  Assets shall be that of AVL 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 AVL, DV and RW 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 AVL:
     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; and
     c)   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 AVL, acting reasonably.

8.00 - GENERAL



                                       36
<PAGE>

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  Virginia 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 Virginia 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  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 AVL at:                 1684 Church Point Lane
                                Virginia Beach, VA, 23455
                                Attn: Dena Vinciguerra
     To DV at:                  1684 Church Point Lane
                                Virginia Beach, VA, 23455
     To RW at:                  1208 Wickford Landing
                                Virginia Beach, VA, 23461
     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



                                       37
<PAGE>

     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.  AVL may consent
     to any such  amendment for itself at any time prior to the closing  without
     the prior  authorization of its Board of Directors.  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 AVL, DV or RW (whether by  operation of law
     or otherwise)  without the prior  written  consent of the  Purchaser.  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.

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 AVL  warrants  and  agrees  to pay and  discharge  when due all  claims  of
     creditors   that



                                       38
<PAGE>

     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.
     AVL 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 AVL 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.



ADDISON YORK INSURANCE BROKERS, LTD.


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


AL VINCIGUERRA LTD.


Per: /s/ Dena Vinciguerra
     ----------------------------


/s/ Howard R. Sykes, Jr.                   /s/ Dena Vinciguerra
-----------------------------              ----------------------------
Witness                                    DENA VINCIGUERRA


/s/ Howard R. Sykes, Jr.                   /s/ Renee Woodard
-----------------------------              ----------------------------
Witness                                    RENEE WOODARD




                                       39




<PAGE>


                                  SCHEDULE "A"

                                   CLIENT LIST


AVL represents  and warrants to the Purchaser  that the computer  printout dated
____________,  2004,  delivered to the Purchaser herewith constitutes a full and
complete record of AVL's insurance clients and their respective policies.







INITIAL          /s/ [initials]
                 ----------------------
                 AVL




<PAGE>


                                  SCHEDULE "B"

                                  FIXED ASSETS




<PAGE>


                                  SCHEDULE "C"

                         REAL PROPERTY LEASE AGREEMENTS



<PAGE>







                                  SCHEDULE "D"

                                ASSUMED CONTRACTS



Those  agreements  attached  hereto  and  those  agreements  identified  in  the
Assignment  Agreement  dated  August  31st,  2004,  and  made  between  AVL  and
Purchaser.


1.   Renewal Agreement between B&B Associates and AVL dated December 20, 2001 in
     respect of AVL's leased premises at Poplar Hall Shops;
2.   Lease  dated  as  of  September  1,  2000,   and  made  between  Albert  N.
     Vinciguerra,  trading as Al  Vincent's  Insurance  Agency and  Virginia  P.
     Ritchie;
3.   Lease dated as of August 1, 2001, and made between AVL and 1024  Battleford
     Boulevard L.L.C.;
4.   Lease dated as of April 1, 2004,  and made between Al  Vincent's  Insurance
     and Public Storage Inc.;
5.   Vehicle lease dated June 1, 2001 and made between Parc Leasing Co. and AVL;
6.   Vehicle  lease  dated  October  28,  2001 and made  between  Kline  Imports
     Chesapeake and AVL;
7.   Virginia  Producer  Agreement dated March 9, 1992 and made between Victoria
     Fire & Casualty Company and AVL, and any amendments thereto;
8.   Producer Agreement dated June 3, 2003 and made between The Vision Insurance
     Group LLC and AVL, and any amendments thereto;
9.   Producer  Agreement  dated July 13, 1984 and made  between the  Progressive
     Companies and AVL, and any amendments thereto;
10.  Agency  Producer  Agreement  made  between  AIG  Agency  and  AVL,  and any
     amendments thereto;
11.  Producer  Agreement  dated January 17, 2001 and made between GMAC Insurance
     and AVL, and any amendments thereto;
12.  Savings Incentive Match Plan for Employees of Small Employers;
13.  a Group Agreement dated March 8, 2004 and made with Optimum Choice Inc.;
14.  a Group Hospital and Health  Insurance  Policy Contract dated March 8, 2004
     and made with Mamsi Life and Health Insurance Company; and
15.  A Master Service Agreement and Internet Service agreement dated April 15th,
     2003 and made between Cavalier Telephone and AVL.




<PAGE>


                                  SCHEDULE "E"

                           FINANCIAL STATEMENTS OF AVL







<PAGE>


                                  SCHEDULE "F"

                       FORM OF NON-COMPETITION AGREEMENTS

1.   AVL
2.   DV
3.   RW
4.   AV


<PAGE>



                               NON-DISCLOSURE and
                            NON-COMPETITION AGREEMENT

THIS AGREEMENT MADE effective this 31st day of August, 2004.

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 -

                               AL VINCIGUERRA LTD.
                       a body corporate duly incorporated
                 according to the laws of the State of Virginia
                       (hereinafter referred to as "AVL")

WHEREAS  the   Corporation   has   requested  an   obligation   of  secrecy  and
non-competition  from AVL as a condition  of agreeing to the purchase of certain
assets  (the  "Purchased  Assets")  from AVL in  accordance  with the  terms and
conditions of an agreement  for the sale and purchase of assets dated  Effective
as at August 31st, 2004 (hereinafter referred to as the "Purchase Agreement");

AND WHEREAS AVL 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 $25,000
now paid by the  Corporation  to AVL  (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 Virginia.

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 Except  with  the  prior  written  consent  of AYI,  which  consent  may be
     arbitrarily withheld,  AVL hereby covenants and agrees that for a period of
     fifteen (15) years from the date this Agreement,  AVL 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 AVL 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, AVL 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,  AVL hereby
     covenants  and  agrees  with  the  Corporation  that  upon  demand  by  the
     Corporation  for  the  same,  AVL  shall  forthwith   return  any  and  all
     Confidential Information in its 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 AVL and
     the Corporation.

3.03 In the event  that a  dispute  shall  arise as to  whether  or not  certain
     information is Confidential Information,  then AVL 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 AVL 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,  AVL 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 AVL 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  AVL  failure  to keep,
     observe or perform,  from and after the dates  hereof,  the covenants to be
     kept, observed and performed by AVL 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 AVL.

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 AVL 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 Virginia.

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 AVL:                 1684 Church Point Lane
                                Virginia Beach, VA, 23455
                                Attn: Dena Vinciguerra
     If to the Corporation:     10333 Southport Rd. SW, Suite 355
                                Calgary, AL T2W 3X6, Canada
                                Attn: President

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 AVL  acknowledges  that it has reviewed this Agreement and  understands the
     term and conditions hereof.


<PAGE>

                                       5



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/ P. Podorieszach
     ----------------------------

AL VINCIGUERRA LTD.


Per: /s/ Dena Vinciguerra
     ----------------------------



<PAGE>


                               NON-DISCLOSURE and
                            NON-COMPETITION AGREEMENT

THIS AGREEMENT MADE effective this 31st day of August, 2004.

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 -

                                DENA VINCIGUERRA
                    a resident of the City of Virginia Beach
                            in the State of Virginia
                        (hereinafter referred to as "DV")

WHEREAS  the   Corporation   has   requested  an   obligation   of  secrecy  and
non-competition  from DV as a condition  of agreeing to the  purchase of certain
assets (the "Purchased  Assets") from AL VINCIGUERRA LTD. in accordance with the
terms and  conditions  of an agreement for the sale and purchase of assets dated
Effective  as of August 31st,  2004  (hereinafter  referred to as the  "Purchase
Agreement");

AND WHEREAS DV has or has had 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 $25,000
now paid by the Corporation to DV (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 State of Virginia.

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 DV hereby covenants and agrees that for a period of five (5) years from the
     date hereof, DV 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 DV 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, DV 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,  DV hereby
     covenants  and  agrees  with  the  Corporation  that  upon  demand  by  the
     Corporation  for  the  same,  DV  shall   forthwith   return  any  and  all
     Confidential Information in her 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  DV and the
     Corporation.

3.03 In the event  that a  dispute  shall  arise as to  whether  or not  certain
     information is Confidential  Information,  then DV 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 DV 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,  DV 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 DV 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 DV failure to keep, observe
     or perform,  from and after the dates  hereof,  the  covenants  to be kept,
     observed and performed by DV 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 DV.

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 DV 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 Virginia.

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 DV:                  1684 Church Point Lane
                                Virginia Beach, VA, 23455
     If to the Corporation:     10333 Southport Rd. SW, Suite 355
                                Calgary, AL T2W 3X6, Canada
                                Attn: President

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 DV  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


<PAGE>

                                       5



as of the date first above mentioned.


ADDISON YORK INSURANCE BROKERS LTD.


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


/s/ Howard R. Sykes, Jr.                   /s/ Dena Vinciguerra
-----------------------------              ----------------------------
Witness                                    DENA VINCIGUERRA


/s/ Howard R. Sykes, Jr.
-----------------------------
[print name of witness]



<PAGE>

                                       6




                             AFFIDAVIT OF EXECUTION
                             ----------------------


I, Debra J. Winn, of the City of Virginia Beach, in the State of Virginia,  MAKE
OATH AND SAY:

3.   I was personally  present and did see DENA VINCIGUERRA  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 Virginia  Beach,  in the State of
     Virginia, and that I am the subscribing witness thereto.

3.   That I know DENA  VINCIGUERRA  and he is in my belief of the full age of l8
     years.


SWORN BEFORE ME at the City of    )
of Virginia Beach, in the State   )
of Virginia, this 7th day of      )
Sept., 2004.                      )  /s/ Debra J. Ferguson
                                  )  ------------------------------






I was Commissioned as Debra J. Winn
a Notary Public in and for the State of Virginia
My Commission expires June 30, 2008




<PAGE>



                               NON-DISCLOSURE and
                            NON-COMPETITION AGREEMENT

THIS AGREEMENT MADE effective this 31st day of August, 2004.

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 -

                                  RENEE WOODARD
                    a resident of the City of Virginia Beach
                            in the State of Virginia
                        (hereinafter referred to as "RW")

WHEREAS  the   Corporation   has   requested  an   obligation   of  secrecy  and
non-competition  from RW as a condition  of agreeing to the  purchase of certain
assets (the "Purchased  Assets") from AL VINCIGUERRA LTD. in accordance with the
terms and  conditions  of an agreement for the sale and purchase of assets dated
Effective  as of August 31st,  2004  (hereinafter  referred to as the  "Purchase
Agreement");

AND WHEREAS RW has or has had 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 $25,000
now paid by the Corporation to RW (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 State of Virginia.

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 RW hereby covenants and agrees that for a period of five (5) years from the
     date hereof, RW 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 RW 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, RW 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,  RW hereby
     covenants  and  agrees  with  the  Corporation  that  upon  demand  by  the
     Corporation  for  the  same,  RW  shall   forthwith   return  any  and  all
     Confidential Information in her 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  RW and the
     Corporation.

3.03 In the event  that a  dispute  shall  arise as to  whether  or not  certain
     information is Confidential  Information,  then RW 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 RW 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,  RW 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 RW 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 RW failure to keep, observe
     or perform,  from and after the dates  hereof,  the  covenants  to be kept,
     observed and performed by RW 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 RW.

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 RW 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 Virginia.

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 RW:                  1208 Wickford Landing
                                Virginia Beach, VA, 23461
     If to the Corporation:     10333 Southport Rd. SW, Suite 355
                                Calgary, AL T2W 3X6, Canada
                                Attn: President

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 RW  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



<PAGE>

                                       5



as of the date first above mentioned.


ADDISON YORK INSURANCE BROKERS LTD.


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


/s/ Howard R. Sykes, Jr.                   /s/ Renee Woodard
-----------------------------              ----------------------------
Witness                                    RENEE WOODARD


/s/ Howard R. Sykes, Jr.
-----------------------------
[print name of witness]



<PAGE>

                                       6




                             AFFIDAVIT OF EXECUTION
                            -----------------------


I, Debra J. Winn, of the City of Virginia Beach, in the State of Virginia,  MAKE
OATH AND SAY:

3.   I was personally  present and did see RENEE WOODARD 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 Virginia  Beach,  in the State of
     Virginia, and that I am the subscribing witness thereto.

3.   That I know  RENEE  WOODARD  and he is in my  belief  of the full age of l8
     years.


SWORN BEFORE ME at the City of    )
of Virginia Beach, in the State   )
of Virginia, this 7th day of      )
Sept., 2004.                      )  /s/ Debra J. Ferguson
                                  )  ------------------------------






I was Commissioned as Debra J. Winn
a Notary Public in and for the State of Virginia
My Commission expires June 30, 2008






<PAGE>


                               NON-DISCLOSURE and
                            NON-COMPETITION AGREEMENT

THIS AGREEMENT MADE effective this 31st day of August, 2004.

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 -

                               AlBERT VINCIGUERRA
                    a resident of the City of Virginia Beach
                            in the State of Virginia
                        (hereinafter referred to as "AV")


WHEREAS  the   Corporation   has   requested  an   obligation   of  secrecy  and
non-competition  from AV as a condition  of agreeing to the  purchase of certain
assets (the "Purchased  Assets") from AL VINCIGUERRA LTD. in accordance with the
terms and  conditions  of an agreement for the sale and purchase of assets dated
Effective  as of August 31st,  2004  (hereinafter  referred to as the  "Purchase
Agreement");

AND WHEREAS AV has or has had 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 $25,000
now paid by the Corporation to AV (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 State of Virginia.

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 AV hereby covenants and agrees that for a period of five (5) years from the
     date hereof, AV 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 AV 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, AV 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,  AV hereby
     covenants  and  agrees  with  the  Corporation  that  upon  demand  by  the
     Corporation  for  the  same,  AV  shall   forthwith   return  any  and  all
     Confidential Information in her 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  AV and the
     Corporation.

3.03 In the event  that a  dispute  shall  arise as to  whether  or not  certain
     information is Confidential  Information,  then AV 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 AV 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,  AV 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 AV 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 AV failure to keep, observe
     or perform,  from and after the dates  hereof,  the  covenants  to be kept,
     observed and performed by AV 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 AV.

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 AV 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 Virginia.

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 AV:                  2725 Canal Road
                                Virginia Beach, VA, 23451
     If to the Corporation:     10333 Southport Rd. SW, Suite 355
                                Calgary, AL T2W 3X6, Canada
                                Attn: President

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 AV  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


<PAGE>

                                       5




as of the date first above mentioned.


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


/s/ Howard R. Sykes, Jr.                   /s/ Albert Vinciguerra
-----------------------------              ----------------------------
Witness                                    ALBERT VINCIGUERRA

/s/ Howard R. Sykes, Jr.
-----------------------------
[print name of witness]




<PAGE>


                                       6




                             AFFIDAVIT OF EXECUTION
                            -----------------------


I, Debra J. Winn, of the City of Virginia Beach, in the State of Virginia,  MAKE
OATH AND SAY:

3.   I was personally present and did see ALBERT VINCIGUERRA 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 Virginia  Beach,  in the State of
     Virginia, and that I am the subscribing witness thereto.

3.   That I know ALBERT VINCIGUERRA and he is in my belief of the full age of l8
     years.


SWORN BEFORE ME at the City of    )
of Virginia Beach, in the State   )
of Virginia, this 7th day of      )
Sept., 2004.                      )  /s/ Debra J. Ferguson
                                  )  ------------------------------






I was Commissioned as Debra J. Winn
a Notary Public in and for the State of Virginia
My Commission expires June 30, 2008



<PAGE>

                                  SCHEDULE "G"

                  NON-SOLICITATION AGREEMENT OF RON VINCIGUERRA



                           NON-SOLICITATION AGREEMENT

THIS AGREEMENT MADE effective this 31st day of August, 2004.

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 "AYI")

                                     - and -

                                 RON VINCIGUERRA
              an individual, resident in the City of Virginia Beach
                            in the State of Virginia
                          (hereinafter called the "RV")


WHEREAS  the   Corporation   has   requested  an   obligation   of  secrecy  and
non-solicitation  from RV as a condition  of agreeing to the purchase of certain
assets (the "Purchased  Assets") from AL VINCIGUERRA LTD. in accordance with the
terms and  conditions  of an agreement for the sale and purchase of assets dated
Effective as of August 31st, 2004;

AND WHEREAS RV has or has had access to Confidential  Information  regarding the
Purchased Assets, the Clients 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 $25,000
now  paid  by  AYI  to RV  (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 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
          AYI; and
     b)   "Vinciguerra  Division" means that business and those assets purchased
          by AYI  pursuant  to an Asset  Purchase  Agreement  dated as of August
          31st,  2004 and made  between  the AYI,  Al  Vinciguerra  Ltd.,  Renee
          Woodard and Dena Vinciguerra.

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



                                       1
<PAGE>

2.00 RV NON-SOLICITATION AND CONFIDENTIALITY OBLIGATIONS

2.01 The RV hereby  covenants  and agrees  that,  for a period of five (5) years
     from the date hereof, RV will not, directly or indirectly:
     (a)  solicit  for  employment  or  employ  any  employees  of  AYI  or  its
          Vinciguerra Division; or
     (b)  solicit,   process,   transact   or  in  any   other   way  deal  with
          insurance-related  business  from  any of  AYI's  Clients  or from the
          Clients dealing with the Vinciguerra Division;

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.

2.03 The RV covenants and agrees with AYI that:
     (a)  the  business  connections,   Clients,  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 AYI at great expense and are
          protected as confidential  information  and trade secrets,  and are of
          great value to AYI (the "Confidential Information"); and
     (b)  AYI would suffer great loss and injury if the Confidential Information
          were disclosed or used in any way to the detriment of AYI.
     Therefore,  the RV shall not, directly or indirectly,  use or disclose,  or
     cause  or  allow  to  be  used  or  disclosed,  to  AYI's  detriment,   any
     Confidential  Information,  secret, or proprietary  information of AYI. The
     foregoing  limitation  shall not apply to any  Confidential  Information or
     proprietary  information which has been voluntarily disclosed to the public
     by AYI,  independently  developed  and  disclosed  by others,  or otherwise
     enters the public  domain  through  lawful  means,  not in violation of the
     provisions of this subsection.

2.04 The  obligations  contained in paragraph 2.03 shall survive the termination
     of any contractual relations between the RV and AYI.

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

2.06 The Parties to this  Agreement  agree that a breach by the RV of any of the
     covenants contained in this Article 2.00 would result in damages to AYI for
     which  AYI  could  not



                                       2
<PAGE>

     adequately compensated by a monetary award. Accordingly, the RV agrees that
     in the event of any such breach,  in addition  to, and not in  substitution
     of, all other remedies  available to AYI at law or in equity,  AYI 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 RV shall be liable to AYI for all losses,  costs,
     legal fees, damages and expenses  whatsoever which AYI may sustain,  pay or
     incur as result of or in connection with the RV's failure to keep,  observe
     or perform,  from and after the dates  hereof,  the  covenants  to be kept,
     observed and performed by the RV under this Article 2.00.

2.07 The Parties agree that all  restrictions in this Article 2.00 are necessary
     and  are  fundamental  to the  protection  of the  Business  of AYI and are
     reasonable and valid and all defences to the strict enforcement  thereof by
     AYI are hereby waived by the RV.

3.00 MISCELLANEOUS

3.01 This Agreement  contains the entire  agreement of the parties and there are
     no other  promises or  conditions  in any other  agreement  whether oral or
     written.  This Agreement  supersedes  any prior written or oral  agreements
     between the parties. This Agreement may be modified or amended, only if the
     amendment is made in writing and is signed by both parties.  This agreement
     cannot be altered in any way by any oral statement(s) made to RV.

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

3.03 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.

3.04 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.

3.05 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.

3.06 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.



                                       3
<PAGE>

3.07 If any  provision(s)  of this  Agreement  shall  be held to be  invalid  or
     unenforceable for any reason, the remaining provisions shall continue to be
     valid and  enforceable.  If a court  finds  that any  provision(s)  of this
     Agreement is invalid or unenforceable,  but that by limiting such provision
     it would become valid or  enforceable,  then such provision shall be deemed
     to be written, construed, and enforced as so limited.

3.08 This  agreement  and its  terms  shall not be  assigned  by RV to any other
     person, firm, corporation, or entity.

3.09 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:               AYI
                       355, 10333 Southport Road, SW
                       Calgary, Alberta, T2W 3X6
                       Attn: Primo Podorieszach
     TO:               RV
                       2761 Broad Bay Road
                       Virginia Beach, VA, 23451
     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.

3.10 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.



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


/s/ Howard R. Sykes, Jr.                   /s/ Ron Vinciguerra
-----------------------------              ----------------------------
Witness                                    RON VINCIGUERRA



                                       4
<PAGE>


                                  SCHEDULE "H"

                             PERMITTED ENCUMBRANCES


Those UCC filings as listed below:

None



<PAGE>


                                  SCHEDULE "I"

                    TAX RETURNS AND OTHER TAX MATTERS OF AVL







<PAGE>


                                  SCHEDULE "J"

                  VOLUME REPORTS AND SUMMARY PRODUCTION REPORTS






<PAGE>


                                  SCHEDULE "K"

                                 AVL'S INSURANCE




1.   Business Package including auto, fire and liability;
2.   Professional  Liability  at  $5,000,000  in  coverage  supplied by Westport
     Insurance Corporation;  and
3.   Such other insurance binders as are enclosed herein.



<PAGE>


                                  SCHEDULE "L"

                                ESCROW AGREEMENT




                                ESCROW AGREEMENT

THIS ESCROW AGREEMENT ("Agreement") is made as of the 31st day of August, 2004.

BETWEEN:

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

                                       and

                               AL VINCIGUERRA LTD.
                          a body corporate incorporated
                  pursuant to the laws of the State of Virginia
                       (hereinafter referred to as "AVL")

                                       and

                                DENA VINCIGUERRA
                    a resident of the City of Virginia Beach
                            in the State of Virginia
                        (hereinafter referred to as "DV")

                                     - and -

                                  RENEE WOODARD
                    a resident of the City of Virginia Beach
                            in the State of Virginia
                        (hereinafter referred to as "RW")

                                       and

                      DEMIANTSCHUK MILLEY BURKE & HOFFINGER
                      a partnership formed pursuant to the
                         Laws of the Province of Alberta
                              (the "Escrow Agent")

WHEREAS  Addison,  AVL, DV and RW (DV and RW are together  referred to herein as
the  "Shareholders")  have  made,  executed  and  delivered  an  Asset  Purchase
Agreement  dated effective  August 31st,  2004 (the "APA"),  a copy of which has
been delivered to the Escrow Agent for reference purposes.

AND WHEREAS the terms of the APA provide that on the Closing  Date,  among other
things,



<PAGE>


Addison shall deliver to the Escrow Agent a Promissory  Note in accordance  with
Schedule "O" of the APA.

AND WHEREAS Addison,  AVL and the Shareholders have made, executed and delivered
an Agency  Agreement  dated  effective  as at  August  31st,  2004 (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 Shareholders  shall deliver to the Escrow Agent a fully
completed and executed Securities Pledge Agreement along with share certificates
fully  endorsed for transfer all in  accordance  with Schedule "D" of the Agency
Agreement.

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 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.

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

2.01 Addison,  AVL and the Shareholders 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 APA, the
     Agency Agreement and the Securities Pledge Agreement.

3.00 Delivery of Documents to the Escrow Agent
----------------------------------------------

3.01 The Escrow  Agent  acknowledges  that  Addison has  delivered to the Escrow
     Agent a properly completed and duly executed  Promissory Note in accordance
     with the terms of the APA and in the same form as is set forth in  Schedule
     "O" of the APA

3.02 The Escrow Agent  acknowledges  that the  Shareholders  have  delivered the
     following items to the Escrow Agent:
     a)   a duly executed  Securities  Pledge  Agreement in accordance  with the
          terms of the Agency  Agreement and in the same form as is set forth in
          Schedule "D" of the Agency Agreement; and
     b)   those  share   certificates   fully  endorsed  for  transfer  as  more
          particularly  described  in  Schedule  "A"  of the  Securities  Pledge
          Agreement.

3.03 The Escrow Agent  acknowledges that AVL has delivered to it a duly executed
     Directors  Resolution  in the same form as is set forth in Schedule  "C" of
     the Agency Agreement.


<PAGE>

4.00 Escrow Agent's Obligations In Respect of the Promissory Note
     and the Final Note
-----------------------------------------------------------------

4.01 The Escrow Agent shall hold and deal with the Promissory Note in accordance
     with the following terms:
     (a)  within 5 days after the amount of the Adjustment  has been  determined
          (in accordance with the terms of paragraphs 3.04(a) or (b) of the APA)
          and communicated to the Escrow Agent the Escrow Agent shall proceed as
          follows:
          (i)  if after the Adjustment is  determined,  there is no reduction in
               the  Purchase  Price,  then there shall be no changes made to the
               Promissory Note by the Escrow Agent; and
          (ii) if after the  Adjustment is  determined,  there is a reduction in
               the  Purchase  Price,  then the  Escrow  Agent  shall  amend  the
               Promissory  Note by reducing the  Principal  Amount  (and,  after
               taking  into  account  any and all sums paid to the  Shareholders
               pursuant to the  Promissory  Note up to and including the date of
               the Adjustment,  any amortization  schedules  related thereto) by
               the amount of the Adjustment; and
     once done shall deliver the amended Promissory Note to AVL; or
     (a)  if there has been a  default  in the  payment  or  performance  of the
          Promissory Note (the "Default")  prior to the date of delivery thereof
          to AVL (in accordance with the terms of paragraph  4.01(a) hereof) and
          AVL has delivered a written notice of the Default to the Escrow Agent,
          then the Escrow  Agent shall,  subject to the terms of paragraph  4.03
          hereof, deliver the Promissory Note to AVL.

4.02 The Escrow Agent shall make the Adjustment to the Promissory  Note pursuant
     to or in accordance with: (i) a written authorization signed by Addison and
     AVL delivered to the Escrow Agent, which  authorization shall set forth the
     amount of the Adjustment;  or (ii) if no written authorization is received,
     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.

4.03 If there has been a Default of the Promissory  Note,  then the Escrow Agent
     shall deliver the Promissory Note to AVL in accordance  with: (i) a written
     authorization   signed  by  AVL  delivered  to  the  Escrow  Agent,   which
     authorization  shall  set  forth  that  there  has  been a  Default  in the
     Promissory Note and the nature or amount of the Default; or (ii) if Addison
     is disputing  the Default and has notified the Escrow Agent in writing that
     it  has  or  intends  to  submit  the  dispute  to  a  court  of  competent
     jurisdiction,  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.

5.00 Escrow Agent's Obligations In Respect of the Securities Pledge Agreement
      and the Directors  Resolution
-----------------------------------------------------------------------------




<PAGE>

5.01 The Escrow Agent shall hold and deal with the Securities  Pledge  Agreement
     (along with any share certificates  delivered  therewith) and the Directors
     Resolution in accordance with the following terms:
     (a)  if Addison  notifies  the  Escrow  Agent that AVL is in default of the
          performance of its  obligations  as set forth in the Agency  Agreement
          (the  "Default")  and demands in writing  that the  Securities  Pledge
          Agreement and Directors Resolution be released to it, then, subject to
          the terms of paragraph 5.02 hereof,  the Escrow Agent shall  forthwith
          deliver the Securities  Pledge Agreement and the Directors  Resolution
          to Addison,  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 the Agency  Agreement (in accordance with the
          terms  thereof)  and if no notice of default has been  received by the
          Escrow  Agent from Addison in  accordance  with the terms of paragraph
          5.01(a),  then the Escrow Agent shall  deliver the  Securities  Pledge
          Agreement and the Directors Resolution to the Shareholders and AVL (as
          the  case  may be) and  once  delivered,  the  Escrow  Agent  shall be
          released from any and all obligations concerning the Securities Pledge
          Agreement and the Directors Resolution.

5.02 If there has been a Default of the Agency Agreement,  then the Escrow Agent
     shall deliver the Securities Pledge Agreement and the Directors  Resolution
     to Addison in accordance  with: (i) a written  authorization  signed by the
     Addison delivered to the Escrow Agent, which  authorization shall set forth
     that  there has been a Default in the  Agency  Agreement  and the nature or
     amount of the  Default;  or (ii) if AVL is  disputing  the  Default and has
     notified  the Escrow  Agent in writing that it has or intends to submit the
     dispute to a court of competent  jurisdiction,  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.

6.00 Fees and Expenses.
-----------------------

6.01 The Escrow  Agent  shall be entitled  to fees for its  services  under this
     Escrow Agreement and to reimbursement for all reasonable costs, charges and
     expenses (including  reasonable attorney fees) incurred by it in connection
     therewith.  Addison  shall be  responsible  for the  payment  of such fees,
     costs, charges and expenses as and when incurred.


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

7.01 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





<PAGE>

          instruments  submitted to it in  connection  with its duties under and
          pursuant to this Agreement; and
     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.

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

8.01 The Escrow Agent may resign as such thirty (30) days  following  the giving
     of prior  written  notice  thereof to  Addison,  AVL and the  Shareholders.
     Similarly,  the Escrow  Agent may be removed  and  replaced  following  the
     giving of thirty (30) days'  prior  written  notice to the Escrow  Agent by
     Addison, AVL and the Shareholders.  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  8.03
     below.  In either event,  upon the effective  date of such  resignation  or
     removal,  the Escrow Agent shall deliver the items  delivered to the Escrow
     Agent in accordance with the terms of Article 3.00 hereof (the  "Property")
     to a successor Escrow Agent appointed by Addison,  AVL and the Shareholders
     as  evidenced  by a  written  notice  executed  by  Addison,  AVL  and  the
     Shareholders and filed with the Escrow Agent.

8.02 If Addison,  AVL and the  Shareholders 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.

8.03 Upon  acknowledgment  by any successor Escrow Agent appointed in accordance
     with the  foregoing  provisions  of this Section 8.00 of the receipt of the
     Property, the then acting Escrow Agent shall be fully released and relieved
     of all duties, responsibilities, and obligations under this Agreement.

9.00 Indemnification of the Escrow Agent.
-----------------------------------------

9.01 Addison,  AVL and the  Shareholders,  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 hereto in
     any  litigation  commenced  prior  to or  after  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




<PAGE>

     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.

10.00 Termination of Escrow Fund.
---------------------------------

10.01 This Agreement  (other than  Sections  6.00 and 9.00) shall  automatically
     terminate when all of the Property held by the Escrow Agent 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.

11.00 Notices.
--------------

11.01 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
     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:                Attn: Primo Podorieszach
                                355, 10333 Southport Road, SW
                                Calgary, Alberta, T2W 3X6
                                Fax: (250) 376-1782
     TO AVL                     1684 Church Point Lane
                                Virginia Beach,  VA, 23455
                                Attn:  Dena  Vinciguerra
     TO DV                      1684 Church Point Lane
                                Virginia Beach,  VA, 23455
     TO RW                      1208 Wickford Landing
                                Virginia Beach, VA, 23461
     TO THE ESCROW AGENT:       Demiantschuk Milley Burke & Hoffinger
                                1200, 1015 - 4th Street,  SW
                                Calgary,  Alberta,  T2R 1J4
                                Attn: Thomas Milley
                                Fax: (403) 263-8529
     or such other addresses as shall be similarly  furnished in writing by such
     party.

12.00 Continuance of Agreement.
-------------------------------

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

13.00 Applicable Law.
---------------------

13.01 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. .



<PAGE>

14.00 Counterparts.
-------------------

14.01 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.


ADDISON YORK INSURANCE BROKERS, LTD.

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


AL VINCIGUERRA LTD.


Per: /s/ Dena Vinciguerra
     ----------------------------



/s/ Howard R. Sykes, Jr.                   /s/ Dena Vinciguerra
-----------------------------              ----------------------------
Witness                                    DENA VINCIGUERRA


/s/ Howard R. Sykes, Jr.                   /s/ Renee Woodard
-----------------------------              ----------------------------
Witness                                    RENEE WOODARD



DEMIANTSCHUK MILLEY BURKE & HOFFINGER


Per: /s/ Thomas Milley
     ----------------------------
     Thomas Milley



<PAGE>


                                  SCHEDULE "M"

                             JOINT VENTURE AGENCIES


NONE


<PAGE>



                                  SCHEDULE "N"

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






<PAGE>


                                  SCHEDULE "O"

                                 PROMISSORY NOTE


The  indebtedness  evidenced  by this  Promissory  Note and any lien or security
interest in connection  therewith are subordinate to certain other  indebtedness
and security interests in accordance with a Debt Subordination and Intercreditor
Agreement dated as of August 31st, 2004, and made between Addison York Insurance
Brokers Ltd.,  Anthony Clark  International  Insurance Brokers Ltd., the Kabaker
Family Trust of July 1998, Al Vinciguerra Ltd.,  Emmett Lescroart,  FCC, LLC and
Oak  Street  Funding  LLC,  as  amended  from time to time  (the  (Intercreditor
Agreement").  If there is a conflict between the terms of this Agreement and the
Intercreditor  Agreement,  then the terms of the  Intercreditor  Agreement shall
prevail.


                                 PROMISSORY NOTE


FOR VALUE RECEIVED the undersigned  Promissor,  ADDISON YORK INSURANCE  BROKERS,
LTD.,  a  Delaware  corporation,  promises  to pay to  the AL  VINCIGUERRA  LTD.
("AVL"),  the sum of ONE MILLION ($1,000,000) US DOLLARS (hereinafter called the
"Principal  Amount")  together with  interest  thereon at the rate of SEVEN (7%)
PERCENT interest per annum,  calculated and compounded annually, not in advance,
both  before and after  maturity.  Subject to the terms  hereof,  the  Principal
Amount along with the accrued  interest  thereon as aforesaid shall be repaid in
monthly  installments (the  "Installments")  in accordance with the amortization
schedule  attached  as  Schedule  "A"  hereto  and  forming a part  hereof  (the
"Amortization Schedule") beginning on the 1st day of October, 2004, to and until
the  31st  day of  September,  2009  (the  "Maturity  Date")  when  all  amounts
outstanding shall become due and payable.

AVL  acknowledges and agrees that, the Principal Amount is subject to Adjustment
as is  more  particularly  set  forth  in  Article  3.00 of the  Asset  Purchase
Agreement  dated  effective the 31st day of August,  2004,  and made between the
Promissor, AVL, Dena Vinciguerra and Renee Woodard.

AVL  acknowledges and agrees that any charge against the assets of the Promissor
which  may  be  created  by  this  instrument  is  subject  to  the  terms  of a
Subordination  Agreement dated the 31st day of August, 2004 and made between the
Promissor  and AVL and is,  inter  alia,  subordinate  to all present and future
Senior Debt (as defined in the Subordination Agreement) of the Promissor.

AVL acknowledges and agrees that, at the option of the Promissor,  the Principal
Amount  (or any part  thereof)  along  with all  accrued  interest  thereon  are
repayable without notice or bonus at any time prior to the Maturity Date.

If any  deficiency  in any  payment  due under this note is not made good within
thirty (30) days of the due date of such payment,  the entire  principal sum and
accrued  interest  shall at once  become due and payable  without  notice at the
option of the holder of this note.  Failure to exercise  this  option  shall not
constitute  a waiver  of the  right  to  exercise  the same in the  event of any
subsequent default.

The  Promissor  agrees to pay all costs of  collection,  including a  reasonable
fattorney's  fee,  in the event of default in payment of  principal  or interest
when due, or the event of the bankruptcy or receivership of the Promissor.



<PAGE>


The Promissor  waives  presentment  for payment,  notice of protest,  demand for
payment and notice of non-payment. This Note shall be construed according to and
governed by the laws of the State of Virginia.

DATED at the City of Kamloops, in the Province of British Columbia this 31st day
of August, 2004.


ADDISON YORK INSURANCE BROKERS, LTD.


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






<PAGE>


                                  SCHEDULE "P"

                                AGENCY AGREEMENT



THIS AGENCY AGREEMENT IS MADE EFFECTIVE THE 31st DAY OF August, 2004

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 -

                               AL VINCIGUERRA LTD.
                          a body corporate incorporated
                  pursuant to the laws of the State of Virginia
                       (hereinafter referred to as "AVL")

                                     - and -

                                DENA VINCIGUERRA
                    a resident of the City of Virginia Beach
                            in the State of Virginia
                        (hereinafter referred to as "DV")

                                     - and -

                                  RENEE WOODARD
                    a resident of the City of Virginia Beach
                            in the State of Virginia
                       (hereinafter referred to as "RW")


WHEREAS AYI,  AVL, DV and RW (DV and RW are  together  referred to herein as the
"Shareholders")  have made,  executed  and  delivered a certain  Asset  Purchase
Agreement dated as of August 31st, 2004 (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 Virginia 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, AVL has agreed to enter into this
Agency Agreement in order to allow AYI to process its clients insurance policies
through AVL, whereby AYI shall receive all revenues  therefrom and shall pay all
of AVL's  reasonable out of pocket  expenses and costs  associated  therewith in
accordance with the terms hereof.

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




<PAGE>

                                       2



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;
     d)   Schedule "D" Securities Pledge Agreement; and
     e)   Schedule "E" Employees;

2.00 WARRANTIES AS TO LICENCE

2.01 AVL for the benefit of AYI represents, warrants and covenants that:
     a)   AVL holds all the  licenses  and permits  required for an agent and an
          agency in the State of Virginia;
     b)   the employees of AVL hold all applicable licenses and permits required
          for the performance of their duties as insurance brokers or otherwise;
     c)   AVL 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)   AVL 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)   AVL 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
          Virginia; and
     f)   AVL 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 AVL AND AYI

3.01 Except as otherwise  specifically  authorized by AYI in writing, AVL 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.




<PAGE>

                                       3



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

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

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

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

3.06 Upon the request of AYI, AVL 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,  AVL 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  AVL
     (including,  without  limitation,  all  corporate,  business and accounting
     records of AVL) and AVL shall  furnish to AYI such  financial and operating
     data, agreements,  contracts,  documents,  instruments, and other materials
     and  information  with  respect to AVL or the  Business  and the  Purchased
     Assets as AYI shall from time to time request.

3.07 AYI shall be responsible for the following reasonable and provable expenses
     of AVL:
     a)   all out of  pocket  expenses  with  respect  to the  operation  of the
          Business;


<PAGE>

                                       4



     b)   all of the costs and  expenses  incurred  by AVL in  respect  of those
          matters set forth in paragraph 3.04;
     c)   all required license fees and other required regulatory fees necessary
          to maintain AVL's status as an insurance agency or brokerage under the
          laws of the State of Virginia  or under the rules of any  professional
          or regulatory or licensing body having  jurisdiction  over the affairs
          of AVL 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.  AVL  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.

3.08 AVL  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.

3.09 AVL  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,  AVL 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,  AVL  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.

3.10 The  Shareholders  hereby agree 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 AVL 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, in accordance with the terms of the Escrow  Agreement,  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



<PAGE>

                                       5



     (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
          Shareholders  and once  delivered,  the Escrow Agent shall be released
          from  any  and  all  obligations   concerning  the  Securities  Pledge
          Agreement and the Directors Resolution. (a)

4.00 OWNERSHIP OF CLIENT FILES AND REVENUES THEREFROM

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

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

<PAGE>

                                        6



     b)   the 31st day of December, 2024; or
     c)   the  date  that  AYI  delivers  written  notice  to  AVL  that  it  is
          terminating this Agreement; (the "Term").

5.02 Immediately upon the termination of this Agreement AVL hereby 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
          AVL 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  AVL  that  after  termination  of this
     contract:
     a)   AYI  agrees  to allow AVL 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,   AVL  may  be
          specifically obliged to retain; and
     b)   AVL 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, AVL 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 AVL 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




<PAGE>

                                       7



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

6.04 AVL shall notify AYI  immediately of any possible claim or occurrence  that
     could cause an E&O claim  against AVL, and AVL agrees that AYI, at its sole
     and  unfettered  discretion  shall have conduct of the action in respect of
     the claim or occurrence  and AVL 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
              Calgary, Alberta, T2W 3X6
              Attn: Primo Podorieszach
     TO AVL:  1684 Church Point Lane
              Virginia Beach, VA, 23455
              Attn: Dena Vinciguerra
     TO DV:   1684 Church Point Lane
              Virginia Beach, VA, 23455
     TO RW:   1208 Wickford Landing
              Virginia Beach, VA, 23461
     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 Virginia.  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 Virginia.

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





<PAGE>

                                       8



     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 AVL or the  Shareholders  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.

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/ P. Podorieszach
     ----------------------------


AL VINCIGUERRA LTD.


Per: /s/ Dena Vinciguerra
     ----------------------------


/s/ Howard R. Sykes, Jr.                   /s/ Dena Vinciguerra
-----------------------------              ----------------------------
Witness                                    DENA VINCIGUERRA


/s/ Howard R. Sykes, Jr.                   /s/ Renee Woodard
-----------------------------              ----------------------------
Witness                                    RENEE WOODARD



<PAGE>

                                       9




                                  SCHEDULE "A"

                                     BUDGET





<PAGE>

                                       10



                                  SCHEDULE "B"

                                  BANK ACCOUNTS








<PAGE>

                                       11




                                  SCHEDULE "C"

                              DIRECTORS RESOLUTION





<PAGE>
                                       12




                                  SCHEDULE "D"

                           SECURITIES PLEDGE AGREEMENT





<PAGE>

                                       13




                                  SCHEDULE "E"

                                EMPLOYEES OF AVL





<PAGE>


                                  SCHEDULE "Q

                              AVL ESCROW AGREEMENT




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


THIS ESCROW AGREEMENT ("Agreement") is made as of the 31st day of August, 2004.


BETWEEN:

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

                                       and

                               AL VINCIGUERRA LTD.
                          a body corporate incorporated
                  pursuant to the laws of the State of Virginia
                       (hereinafter referred to as "AVL")

                                       and

                        SYKES, BOURDON, AHERN & LEVY, PC
                              (the "Escrow Agent")


WHEREAS Addison, AVL, Dena Vinciguerra and Renee Woodard have made, executed and
delivered an Asset Purchase  Agreement  dated  effective  August 31st, 2004 (the
"APA"),  a copy of which has been  delivered to the Escrow  Agent for  reference
purposes.

AND WHEREAS the terms of the APA provide that on the Closing Date Addison  shall
deliver to the Escrow Agent a the sum of $500,000.

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 "Adverse Event"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 or any other
     circumstances  which  would  provide  Addison  with a  right  of  indemnity
     pursuant to Article 6.00 of the APA.


<PAGE>


1.02 "Notice of Adverse  Event"means  the notice set forth in Article 4.00 which
     may be sent by  Addison  to the  Escrow  Agent,  which  notice  shall be in
     writing  and  shall  set  forth  the  nature  of  the  Adverse  Event,  the
     approximate  date of occurrence of the Adverse Event and the approximate or
     actual costs of the Adverse Event if known to Addison.

1.02 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.


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

2.01 Addison and AVL 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 APA.


3.00 Delivery of Funds to the Escrow Agent
------------------------------------------

3.01 The Escrow  Agent  acknowledges  that  Addison has  delivered to the Escrow
     Agent the sum of $500,000 (the "Funds").


4.00 Escrow Agent's Obligations In Respect of the Funds
-------------------------------------------------------

4.01 The Escrow Agent shall hold and deal with the Funds in accordance  with the
     following terms:

     (a)  If the Escrow  Agent has not  received a Notice of Adverse  Event from
          Addison on or before  the 5th day of  October,  2004,  then the Escrow
          Agent shall release the sum of $100,000 to AVL;

     (a)  If the Escrow  Agent has not  received a Notice of Adverse  Event from
          Addison on or before the 5th day of  November,  2004,  then the Escrow
          Agent shall release the sum of $100,000 to AVL;

     (a)  If the Escrow  Agent has not  received a Notice of Adverse  Event from
          Addison on or before the 5th day of  December,  2004,  then the Escrow
          Agent shall release the sum of $100,000 to AVL;

     (a)  If the Escrow  Agent has not  received a Notice of Adverse  Event from
          Addison on or before  the 5th day of  January,  2005,  then the Escrow
          Agent shall release the sum of $100,000 to AVL;

     (a)  If the Escrow  Agent has not  received a Notice of Adverse  Event from
          Addison on or before the 5th day of  February,  2005,  then the Escrow
          Agent shall release the sum of $100,000 to AVL;




<PAGE>

     (a)  if, at any time prior to the full  payout of the Funds as set forth in
          sub-paragraphs  4.01(a) to (e), the Escrow Agent  receives a Notice of
          Adverse Event, then it shall: (i) immediately notify AVL in respect of
          the same;  and (ii) hold back from  release  to AVL the  amount of the
          approximate  or actual costs of the Adverse  Event as specified in the
          Notice of Adverse Event and shall, in 10 days after the receipt of the
          Notice  of  Adverse  Event,  pay  such  sum  to  Addison,  or  if  the
          approximate  or  actual  costs of the  Adverse  Event are not known to
          Addison  then it shall hold back any further  releases  from the Funds
          until such costs can be  determined  and,  it shall,  in 10 days after
          such determination is made, remit such sum to Addison; and

     (a)  if, after the Escrow Agent  notifies AVL of its receipt of a Notice of
          Adverse  Event  from  Addison  and prior to the  release  of monies to
          Addison as set forth in sub-paragraph 4.01(f), AVL notifies the Escrow
          Agent in writing that it is disputing  the Notice of Adverse Event and
          that it has or intends to submit the  dispute to a court of  competent
          jurisdiction,  then the Escrow  Agent  shall not  release  any further
          monies or make any further  disbursements from the Funds to Addison or
          AVL until it has  received a certified  copy of a final  judgment of a
          court  of  competent  jurisdiction  settling  the  dispute,  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.


5.00 Fees and Expenses.
-----------------------

5.01 The Escrow  Agent  shall be entitled  to fees for its  services  under this
     Escrow Agreement and to reimbursement for all reasonable costs, charges and
     expenses (including  reasonable attorney fees) incurred by it in connection
     therewith.  AVL shall be responsible  for the payment of such fees,  costs,
     charges and expenses as and when incurred.


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

6.01 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; and
     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



<PAGE>

          (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.


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

7.01 The Escrow Agent may resign as such thirty (30) days  following  the giving
     of prior written notice thereof to Addison and AVL.  Similarly,  the Escrow
     Agent may be removed and replaced following the giving of thirty (30) days'
     prior   written   notice  to  the  Escrow   Agent  by   Addison   and  AVL.
     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  7.03 below.  In either  event,  upon the
     effective  date of such  resignation  or  removal,  the Escrow  Agent shall
     deliver the Funds (or such  amount as may be  remaining)  delivered  to the
     Escrow  Agent in  accordance  with the terms of  Article  3.00  hereof to a
     successor  Escrow  Agent  appointed  by Addison and AVL as  evidenced  by a
     written notice executed by Addison and AVL and filed with the Escrow Agent.

7.02 If Addison and AVL 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.

7.03 Upon  acknowledgment  by any successor Escrow Agent appointed in accordance
     with the  foregoing  provisions  of this Section 7.00 of the receipt of the
     Funds (or such amount as may be  remaining),  the then acting  Escrow Agent
     shall be fully released and relieved of all duties,  responsibilities,  and
     obligations under this Agreement.


8.00 Indemnification of the Escrow Agent.
-----------------------------------------

8.01 Addison and AVL, 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 hereto in any litigation  commenced
     prior to or after  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.


9.00 Termination of Escrow Fund.
--------------------------------




<PAGE>

9.01 This  Agreement  (other than  Sections  5.00 and 8.00) shall  automatically
     terminate  when all of the Funds held by the Escrow  Agent  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.


10.00 Notices.
--------------

10.01 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
     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:                     Attn: Primo Podorieszach
                                     355, 10333 Southport Road, SW
                                     Calgary, Alberta, T2W 3X6
                                     Fax: (250) 376-1782
     TO AVL                          1684 Church Point Lane
                                     Virginia Beach, VA, 23455
                                     Attn: Dena Vinciguerra
     TO THE ESCROW AGENT:            Sykes, Bourdon, Ahern & Levy, PC
                                     Pembroke One Building
                                     5th Floor, 281 Independence Blvd.
                                     Virginia Beach, VA, 23462
                                     Attn: Howard Sykes
                                     Fax: (757) 456-5445
     or such other addresses as shall be similarly  furnished in writing by such
     party.


11.00 Continuance of Agreement.
-------------------------------

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



12.00 Applicable Law.
---------------------

12.01 This Agreement shall be governed by and construed  under and in accordance
     with the laws of the State of  Virginia  and the  parties  hereto  agree to
     attorn and submit all disputes arising hereunder to the jurisdiction of the
     Courts of the State of Virginia.


13.00 Counterparts.
-------------------

13.01 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.




<PAGE>


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


ADDISON YORK INSURANCE BROKERS, LTD.

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


AL VINCIGUERRA LTD.


Per: /s/ Dena Vinciguerra
     ----------------------------


SYKES, BOURDON, AHERN & LEVY, PC


Per: /s/ Howard Sykes
     ----------------------------
     Howard Sykes




<PAGE>


                                  SCHEDULE "R"

                  SUBORDINATION AGREEMENT AND POWER OF ATTORNEY



THIS SUBORDINATION AGREEMENT IS MADE EFFECTIVE THE 31st DAY OF AUGUST, 2004

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 -

                               AL VINCIGUERRA LTD.
                          a body corporate incorporated
                  pursuant to the laws of the State of Virginia
                       (hereinafter referred to as "AVL")


WHEREAS AYI, AVL,  Dena  Vinciguerra  and Renee Woodard have made,  executed and
delivered a certain Asset Purchase  Agreement dated Effective as of August 31st,
2004 (the "APA").

AND  WHEREAS  pursuant  to the APA,  AVL is to  receive a  promissory  note (the
"Note")  from AYI and AYI has agreed to provide a  security  interest  to AVL as
security for the performance of AYI's obligations under the Note;

AND WHEREAS  AYI has agreed to execute  and provide to AVL a Security  Agreement
(in the same form as Schedule "U" to the APA;

AND WHEREAS  pursuant to the terms of the APA, AVL has agreed to subordinate the
Note and Security  Agreement  (collectively  referred to herein as the "Security
Documents") to any and all senior indebtedness, whether present or future, which
has been or may be obtained by AYI now or at any time into the future

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 AYI to AVL (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.   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.

2.   "Senior  Indebtedness"  means,  without  limiting  the  generality  of  the
     foregoing, the principal of and interest on any and all:
     (c)  operating lines of credit for AYI;
     (d)  financing for the purpose of growing and expanding AYI and to provide





<PAGE>

          additional  capital  for  brokerage  acquisitions  or other  insurance
          related assets; or
     (e)  any and all  sums,  debts  or  obligations  owing  now or at any  time
          hereafter and from time to time to FCC LLC, Oak Street  Funding LLC or
          Emmett Lescroart.
     which are, may be or may become  required by AYI, at present or at any time
     into the future.

3.   AVL  covenants   and  agrees  that  the  Security   Documents  are  secured
     obligations of AYI ranking  subordinate to any and all Senior  Indebtedness
     of AYI,  present  or future,  whether  secured or  unsecured,  and  without
     limiting the generality of the foregoing,  the Security  Documents shall be
     subordinate  to any and all  Senior  Indebtedness  which  may be or  become
     required  by AYI at present or at any time into the  future.  So long as no
     default  shall have occurred in the Security  Documents and be  continuing,
     AVL does hereby  covenant and agree with AYI, that Primo  Podorieszach  (or
     the then Chief  Executive  Officer of AYI),  acting  reasonably and in good
     faith, is unconditionally and irrevocably authorized and empowered, without
     further  authorization  or direction from AVL, to postpone and  subordinate
     the  Security  Documents,  to and  in  favour  of  AYI's  principal  lender
     providing  Senior  Indebtedness  to AYI, from time to time,  and AVL hereby
     irrevocably  nominates  and appoints  Primo  Podorieszach  as its agent and
     lawful  Power of  Attorney  with  respect to the  execution,  delivery  and
     registration  of any and all  documents  which  may be or  become  required
     pursuant to the terms of this Agreement.

3.   AVL agrees to execute and deliver to AYI the Limited  Irrevocable  Power of
     Attorney  (attached  as  Schedule  "A"  hereto and  forming a part  hereof)
     appointing  Primo  Podorieszach (or the then Chief Executive Office of AYI)
     as its agent and lawful attorney to act in accordance with the terms hereof
     and thereof. In addition, AVL does hereby covenant and agree to execute and
     deliver such other agreements and instruments of postponement  from time to
     time as may be  requested  by AYI and required to better carry out the true
     intent and meaning of this Agreement.

3.   AVL covenants and agrees that the  performance of the  obligations  and the
     payment of the principal and interest on the Security  Documents are hereby
     expressly  subordinated  and  subrogated  in right of  payment to the prior
     payment in full of all Senior Indebtedness of AYI.

3.   Notices to be given under this  Agreement  shall be given in writing to the
     Parties at the following respective addresses, namely:
     TO AYI:           Addison York Insurance Brokers, Ltd.
                       355, 10333 Southport Road, SW
                       Calgary, Alberta, T2W 3X6
                       Attn: Primo Podorieszach
     TO AVL:           1684 Church Point Lane
                       Virginia Beach, VA, 23455
                       Attn: Dena Vinciguerra
     or to such address as any Party may for itself  stipulate by written notice
     in accordance  with this paragraph 6, and any notice so sent by single,  or
     double  registered  mail shall be



                                       2
<PAGE>

     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.   This agreement  shall be governed by, and be construed in accordance  with,
     the laws of the State of Virginia.  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 Virginia.

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

9.   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.

10.  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.

11.  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.

12.  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.


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/ P. Podorieszach
     ----------------------------


AL VINCIGUERRA LTD.


Per: /s/ Dena Vinciguerra
     ----------------------------



                                       3
<PAGE>



                            SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS THAT THE UNDERSIGNED

AL  VINCIGUERRA  LTD. DOES HEREBY make,  nominate,  constitute and appoint Primo
Podorieszach  (or the current Chief  Executive  Office of Addison York Insurance
Brokers Ltd. if the same is not Primo  Podorieszach) as the  undersigned's  True
and Lawful Attorney for the undersigned and in the name, place and stead and for
the sole use and benefit to act as agent for the  undersigned  as described  and
set out in the  Subordination  Agreement  between it and Addison York  Insurance
Brokers, Ltd. dated August 31st, 2004 and to take all steps as agent as required
by the Subordination Agreement,  including but not limited to, any postponements
that  need to be  executed  pursuant  to Senior  Indebtedness  as set out in the
Subordination Agreement.

And for all and every of the  purposes  aforesaid  DO HEREBY GIVE AND GRANT unto
Primo  Podorieszach  (or the  current  Chief  Executive  Office of Addison  York
Insurance  Brokers  Ltd.  if the  same  is not  Primo  Podorieszach),  the  said
Attorney,  full and  absolute  power and  authority  to do and execute all acts,
deeds, matters and things necessary to be done in and about the premises.


IN WITNESS WHEREOF the proper signing officer of the undersigned has hereunto
set its hand and seal this ____ day of August, 2004.

AL VINCIGUERRA LTD.


Per: /s/ Dena Vinciguerra
     ----------------------------





                                       4
<PAGE>


                                  SCHEDULE "S"

                                AVL'S LIABILITIES


NONE EXCEPT AS DISCLOSED ON ITS MOST RECENT FISCAL MONTH END BALANCE SHEET DATED
JUNE 30, 2004


<PAGE>


                                  SCHEDULE "T"

                                 EXCLUDED ASSETS



NONE



<PAGE>


                                  SCHEDULE "U"

                               SECURITY AGREEMENT





The indebtedness  evidenced by this Security  Agreement and any 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  31st,  2004  among  Addison  York
Insurance  Brokers Ltd.,  Anthony Clark  International  Insurance  Brokers Ltd.,
Emmett  Lescroart,  Al Vinciguerra  Ltd., the Kabaker Family Trust of July 1998,
FCC,  LLC,  and Oak  Street  Funding  LLC,  as  amended  from  time to time (the
"Intercreditor  Agreement"),  in the event that there is a conflict  between the
terms of this Security Agreement and the Intercreditor Agreement, then the terms
of the Intercreditor Agreement shall prevail.

                               SECURITY AGREEMENT
                               ------------------

This Security  Agreement  (the  "Agreement")  is entered into as of August 31st,
2004 by and between Addison York Insurance Brokers,  Ltd. A Delaware corporation
(the "Company"), and Al Vinciguerra Ltd. (the "Creditor").

WHEREAS,  the Company,  Dena  Vinciguerra,  Renee  Woodard and the Creditor have
executed an Asset Purchase Agreement (the "APA") dated August 31st, 2004;

AND  WHEREAS  pursuant  to the APA the  Company  has  executed  and  delivered a
promissory  note (the Note")  drawn in favor of the  Creditor  in the  principal
amount of $1,000,000 and dated August 31st, 2004;

AND  WHEREAS,  the  Company  has agreed to  execute  and  deliver to  Creditor a
security  agreement in  substantially  the form  hereof,  in order to secure the
obligations of the Company represented by the Note (the "Obligations"); and

AND  WHEREAS,  the  Company  wishes  to grant a  security  interest  in favor of
Creditor as herein provided,

NOW,  THEREFOR,  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.  The term "State", as used herein,  means the State of Virginia.
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
executed in connection with this Agreement.



                                       1
<PAGE>

2. 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 a security  interest in
and to the Purchased  Assets as defined in the APA and all proceeds and products
thereof (all of the same being hereinafter called the "Collateral").

3.  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.

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

5.   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 "A"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.



                                       2
<PAGE>

(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.

6.  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.

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

(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 "B" 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,



                                       3
<PAGE>

shipment, storage or disposal of hazardous materials or substances.

8. 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 "A" 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.

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

(a)  Company  fails to pay all or any part of the  accrued  interest  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 any of 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;

(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;



                                       4
<PAGE>

     (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.

10. Acceleration. If any Event of Default occurs and is continuing, Creditor, 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 4.1 (e) or (f), the Note shall become due
and payable without further action or notice.

11. 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.

12. 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.

13. Governing Law: Consent to Jurisdiction. This Agreement shall be governed by,
and construed in accordance with, the laws of the state of Virginia. The Company
agrees that any suit for the enforcement of this Agreement may be brought in the
courts of the State 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.



                                       5
<PAGE>

14.  Intercreditor  Agreement.  The  Creditor  acknowledges  and agrees that the
indebtedness  evidenced  by this  Security  Agreement  and any lien or  security
interest in connection  herewith are  subordinate to certain other  indebtedness
and security  interests in accordance with the Intercreditor  Agreement dated as
of August 31st, 2004 and made among Addison York Insurance Brokers Ltd., Anthony
Clark  International  Insurance Brokers Ltd.,  Emmett Lescroart,  Al Vinciguerra
Ltd.,  the Kabaker  Family Trust of July 1998,  FCC, LLC, and Oak Street Funding
LLC, as amended from time to time, in the event that there is a conflict between
the terms of this Security Agreement and the Intercreditor  Agreement,  then the
terms of the Intercreditor Agreement shall prevail.

15.  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.

IN WITNESS WHEREOF, the Company and Creditor have duly executed this Security
Agreement as of the 31st day of August, 2004.



AL VINCIGUERRA LTD.


Per: /s/ Dena Vinciguerra
     ----------------------------



ADDISON YORK INSURANCE BROKERS, LTD.

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






                                       6
<PAGE>


                                   EXHIBIT "A"

                             LOCATIONS OF COLLATERAL



1.   154 Newton Road, Virginia Beach, VA, 23462;
2.   2604 Cromwell Drive, Norfolk, VA, 23509;
3.   4500 Portsmouth Blvd., Portsmouth, VA, 23701;
4.   918 S. Lynnhaven Rd., Virginia Beach, VA, 23452;
5.   246 Holladay Street, Suffolk, VA, 23434;
6.   5731-A Poplar Hall Drive, Norfolk, VA, 23502;
7.   8104 Roanoke Ave., Hampton, VA, 23605;
8.   1024 N. Battlefield Blvd., Chesapeake, VA, 23320;
9.   880-B Widgeon Road, Norfolk, VA, 23513;
10.  Suite 3, 2052 S. Independence Blvd., Virginia Beach, VA, 23453; and
11.  5011 W. Mercury Blvd., Hampton, VA, 23605.





                                       7
<PAGE>


                                   EXHIBIT "B"

                             PERMITTED ENCUMBRANCES


















                                       8



<PAGE>


                                  SCHEDULE "V"

          LIST OF CLIENTS OF AVL WHO PROVIDE COMMISSION REVENUES TO AVL
                        IN EXCESS OF $5,000.00 PER ANNUM



NONE






<PAGE>


                                   SCHEDULE "W

                                LIST OF PREMISES



1.   154 Newton Road, Virginia Beach, VA, 23462;
2.   2604 Cromwell Drive, Norfolk, VA, 23509;
3.   4500 Portsmouth Blvd., Portsmouth, VA, 23701;
4.   918 S. Lynnhaven Rd., Virginia Beach, VA, 23452;
5.   246 Holladay Street, Suffolk, VA, 23434;
6.   5731-A Poplar Hall Drive, Norfolk, VA, 23502;
7.   8104 Roanoke  Ave.,  Hampton,  VA,  23605;
8.   1024 N. Battlefield Blvd., Chesapeake, VA, 23320;
9.   880-B Widgeon Road, Norfolk, VA, 23513;
10.  Suite 3, 2052 S. Independence Blvd., Virginia Beach, VA, 23453; and
11.  5011 W. Mercury Blvd., Hampton, VA, 23605.


<PAGE>


                                   SCHEDULE "X

                 DEBT SUBORDINATION AND INTERCREDITOR AGREEMENT





                 DEBT SUBORDINATION AND INTERCREDITOR AGREEMENT

     THIS DEBT  SUBORDINATION  AND INTERCREDITOR  AGREEMENT,  dated as of August
___,  2004 (as amended,  supplemented  or otherwise  modified from time to time,
this  "Agreement"),  is by and among  ADDISON  YORK  INSURANCE  BROKERS  LTD., a
Delaware corporation ("Borrower"), ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS
LTD.,  a  corporation  organized  under  the  laws of the  Province  of  Alberta
("Parent"),  EMMETT LESCROART, an individual resident of the State of New Jersey
("Lescroart"),  AL  VINCIGUERRA  LTD.,  a  Virginia  limited  liability  company
("Seller"; Lescroart and Seller are sometimes referred to herein individually as
a "Junior Creditor" and collectively as the "Junior Creditors"),  KABAKER FAMILY
TRUST OF JULY 1998 ("Kabaker"), FCC, LLC, d/b/a First Capital, a Florida limited
liability  company  ("FCC"),  and OAK STREET  FUNDING  LLC,  an Indiana  limited
liability  company ("Oak Street";  FCC and Oak Street are sometimes  referred to
herein  individually  as a "Senior  Creditor"  and  collectively  as the "Senior
Creditors").

                              W I T N E S S E T H:

     WHEREAS,  Borrower and FCC have entered into that certain Loan and Security
Agreement  dated  as of June 3,  2004 (as  amended,  supplemented,  modified  or
restated from time to time, the "FCC Loan Agreement"),  pursuant to which, among
other things, FCC agreed,  subject to the terms and conditions set forth in such
agreement, to make certain loans and financial accommodations to Borrower; and

     WHEREAS,  Borrower and Oak Street have  entered  into that  certain  Credit
Agreement  dated as of March 19,  2004 (as  amended,  supplemented,  modified or
restated from time to time, the "Oak Street Loan Agreement"), pursuant to which,
among other things,  Oak Street agreed,  subject to the terms and conditions set
forth in such agreement,  to make certain loans and financial  accommodations to
Borrower; and

     WHEREAS,  all of the  obligations  of Borrower under the FCC Loan Agreement
and the Oak Street Loan  Agreement are secured by Liens on all of the Collateral
(as such terms are defined below); and

     WHEREAS,  FCC and Oak Street have agreed  upon their  relative  rights with
respect to the Collateral pursuant to that certain Intercreditor Agreement dated
as of June 3, 2004 among FCC,  Oak  Street,  Borrower  and Parent  (the  "Senior
Creditor Intercreditor Agreement"); and

     WHEREAS,  Borrower has executed  that  certain  Promissory  Note payable to
Kabaker  dated  October 1, 2003 in the original  principal  amount of $3,515,000
(the "Kabaker Note"),  which note is secured by a Lien on the Kabaker Collateral
(as defined below); and

     WHEREAS,  Kabaker  subordinated the Kabaker Indebtedness (as defined below)
and Kabaker's Lien on the Kabaker  Collateral in favor of Oak Street pursuant to
that   certain   Subordination   Agreement   dated  March  15,  2004  (the  "Oak
Street/Kabaker Agreement"); and

     WHEREAS,  Kabaker subordinated the Kabaker Indebtedness and its Lien on the
Kabaker  Collateral  in  favor of FCC  pursuant  to that  certain  Subordination
Agreement dated as of June 3, 2004 (the "FCC/Kabaker Agreement"); and



<PAGE>

     WHEREAS,  Borrower, Seller, Dena Vinciguerra and Renee Woodard have entered
into that certain  Agreement  dated as of August ___, 2004 (the "Asset  Purchase
Agreement"),  pursuant to which Borrower will purchase certain assets of Seller;
and

     WHEREAS,  FCC is  providing  a  portion  of the  financing  for  Borrower's
purchase of such assets pursuant to the FCC Loan Agreement; and

     WHEREAS,  Lescroart  and  Borrower  are  parties to that  certain  Loan and
Security   Agreement   dated  as  of  August  ___,  2004  (the  "Lescroart  Loan
Agreement"),  pursuant to which  Lescroart  will lend  $3,250,000 to Borrower as
additional  financing  for the  Borrower's  purchase  under the  Asset  Purchase
Agreement, and such loan will be secured by the Collateral; and

     WHEREAS, pursuant to the Asset Purchase Agreement, Seller agreed to defer a
portion of the purchase  price due to Seller,  and such deferred  portion of the
Purchase Price is evidenced by that certain  Promissory  Note dated as of August
___, 2004 by Borrower in favor of Seller in the  principal  amount of $1,000,000
(the "Seller Note"), which Seller Note is secured by the Seller Collateral; and

     WHEREAS,  Parent has guaranteed the repayment of the obligations  evidenced
by the FCC Loan Agreement,  the Oak Street Loan Agreement and the Lescroart Loan
Agreement; and

     WHEREAS, the indebtedness evidenced by the Lescroart Loan Agreement and the
Seller Note is prohibited by the terms and  conditions of the FCC Loan Agreement
and the Oak Street Loan Agreement; and

     WHEREAS,  in  order  to  induce  FCC  and Oak  Street  to  consent  to such
indebtedness  and  to  the  transactions  contemplated  by  the  Asset  Purchase
Agreement,  and to  induce  FCC to  finance  a  portion  of the  purchase  price
thereunder,  the Junior  Creditors have agreed to subordinate  the  indebtedness
evidenced  by  the  Lescroart   Loan  Agreement  and  the  Seller  Note  to  the
indebtedness  of Borrower owing to the Senior  Creditors and to subordinate  the
Liens of the  Junior  Creditors  in the  Collateral  to the Liens of the  Senior
Creditors therein, all as more fully described below.

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




                                       2
<PAGE>

                                    ARTICLE 1

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

     Section 1.1 For purposes of this Agreement,  the following terms shall have
the following meanings:

     "Agreement" means this Debt Subordination and Intercreditor  Agreement,  as
amended, supplemented or otherwise modified from time to time.

     "Asset Purchase Agreement" has the meaning provided in the Recitals of this
Agreement.

     "Bankruptcy  Code" means Title 11 of the United States Code (11 U.S.C.  ss.
101 et seq.).

     "Bankruptcy  Event"  means,  with respect to Borrower  and/or  Parent,  any
voluntary or involuntary dissolution,  winding-up,  total or partial liquidation
or reorganization, or bankruptcy, insolvency, receivership or other statutory or
common law proceedings or arrangements  involving  Borrower and/or Parent or the
readjustment  of its  liabilities or any assignment for the benefit of creditors
or any marshalling of its assets or liabilities.

     "Borrower" shall have the meaning ascribed to such term in the introductory
paragraph  to this  Agreement,  and  includes  all  successors  in  interest  of
Borrower,  including  a trustee or debtor in  possession  in  connection  with a
Bankruptcy Event.

     "Collateral"  means  any and  all of the  assets  now  owned  or  hereafter
acquired  by  Borrower   (including  the  Kabaker   Collateral  and  the  Seller
Collateral)  or Parent,  together with all proceeds,  products,  accessions  and
additions thereto from time to time,  including without limitation any insurance
proceeds.

     "FCC"  has the  meaning  provided  in the  introductory  paragraph  of this
Agreement.

     "FCC Indebtedness"  means (a) the collective  reference to the principal of
and interest on (including,  without  limitation,  interest accruing at the then
applicable  rate  provided in the FCC Loan  Agreement  after the maturity of the
loans  thereunder and interest  accruing at the then applicable rate provided in
the FCC Loan Agreement after the commencement of any Bankruptcy  Event,  whether
or not a claim for  post-filing  or  post-petition  interest  is allowed in such
proceeding) the loans and all other  obligations and liabilities of Borrower and
Parent to FCC under the FCC Loan  Agreement or under any other FCC Loan Document
entered into by Borrower or Parent,  whether on account of principal,  interest,
guaranty  obligations,  reimbursement  obligations,  fees,  indemnities (whether
contingent  or  actual),  costs,  expenses  or  otherwise  (including,   without
limitation, all fees and disbursements of counsel to FCC that are required to be
paid by Borrower or Parent pursuant to the terms of the FCC Loan Agreement, this
Agreement or any other FCC Loan  Document),  and (b) all  renewals,  refundings,
restructurings and other refinancings thereof.

     "FCC/Kabaker  Agreement"  has the meaning  provided in the Recitals of this
Agreement.



                                       3
<PAGE>

     "FCC Loan  Agreement"  has the  meaning  provided  in the  Recitals of this
Agreement.

     "FCC Loan Document"  means the FCC Loan  Agreement and any other  document,
instrument or other agreement executed and/or delivered in connection therewith.

     "Junior  Creditor   Indebtedness"   means,   collectively,   the  Lescroart
Indebtedness and the Seller Indebtedness.

     "Junior Creditor Loan Documents"  means,  collectively,  the Lescroart Loan
Documents and the Seller Loan Documents.

     "Junior  Creditors" has the meaning provided in the introductory  paragraph
of this Agreement.

     "Kabaker" has the meaning  provided in the  introductory  paragraph of this
Agreement.

     "Kabaker Collateral" means all assets of Borrower acquired pursuant to that
certain  Agreement  dated  October  1,  2003  among  Borrower,   Kabaker,   DKWS
Enterprises,  Inc., John W. Kabaker and Theolyn Kabaker, including any insurance
policies,  and all renewals  and  "expirations"  with respect to such  insurance
policies,  and all commissions paid or payable thereunder,  and all products and
proceeds thereof.

     "Kabaker  Indebtedness"  means all amounts  owing by Borrower and Parent to
Kabaker  at any  time,  whether  principal,  interest,  fees,  costs,  expenses,
guaranty obligations,  indemnity obligations or otherwise,  and whether pursuant
to the Kabaker Loan Documents or otherwise,  the aggregate outstanding principal
amount of which is $3,321,292.00 as of the date hereof.

     "Kabaker  Loan  Document"  means the Kabaker  Note and any other  document,
instrument or other agreement executed and/or delivered in connection therewith.

     "Kabaker Note" has the meaning provided in the Recitals of this Agreement.

     "Lescroart" has the meaning provided in the introductory  paragraph of this
Agreement.

     "Lescroart  Indebtedness" means all amounts owing by Borrower and Parent to
Lescroart at any time,  whether  principal,  interest,  fees,  costs,  expenses,
guaranty obligations,  indemnity obligations or otherwise,  and whether pursuant
to  the  Lescroart  Loan  Documents  or  otherwise,  the  aggregate  outstanding
principal amount of which is $3,250,000 as of the date hereof.

     "Lescroart Loan Agreement" has the meaning provided in the Recitals of this
Agreement.

     "Lescroart  Loan Document" means the Lescroart Loan Agreement and any other
document,  instrument or other agreement executed and/or delivered in connection
therewith.

     "Lien" means any interest in property  securing an obligation owed to, or a
claim by, a person or entity other than the owner of such property, whether such
interest  is based on the



                                       4
<PAGE>

common law,  statute or contract,  and  including a security  interest,  charge,
claim or lien  arising  from a  mortgage,  deed of trust,  encumbrance,  pledge,
hypothecation,  assignment, deposit arrangement,  agreement, security agreement,
conditional  sale or trust  receipt  or a lease,  consignment  or  bailment  for
security purposes.

     "Oak Street" has the meaning provided in the introductory paragraph of this
Agreement.

     "Oak  Street  Indebtedness"  means  (a)  the  collective  reference  to the
principal of and interest on (including,  without limitation,  interest accruing
at the then  applicable rate provided in the Oak Street Loan Agreement after the
maturity of the loans  thereunder and interest  accruing at the then  applicable
rate provided in the Oak Street Loan  Agreement  after the  commencement  of any
Bankruptcy  Event,  whether  or not a claim  for  post-filing  or  post-petition
interest is allowed in such proceeding) the loans and all other  obligations and
liabilities  of  Borrower  and  Parent to Oak Street  under the Oak Street  Loan
Agreement or under any other Oak Street Loan  Document  entered into by Borrower
or Parent, whether on account of principal, interest, reimbursement obligations,
guaranty obligations,  fees, indemnities (whether contingent or actual),  costs,
expenses or otherwise (including, without limitation, all fees and disbursements
of counsel to Oak Street  that are  required  to be paid by  Borrower  or Parent
pursuant to the terms of the Oak Street Loan  Agreement,  this  Agreement or any
other  Oak  Street   Loan   Document),   and  (b)  all   renewals,   refundings,
restructurings and other refinancings thereof.

     "Oak Street/Kabaker  Agreement" has the meaning provided in the Recitals of
this Agreement.

     "Oak Street Loan  Agreement"  has the meaning  provided in the  Recitals of
this Agreement.

     "Oak Street Loan  Document"  means the Oak Street  Loan  Agreement  and any
other  document,  instrument or other  agreement  executed  and/or  delivered in
connection therewith.

     "Parent" shall have the meaning  ascribed to such term in the  introductory
paragraph to this Agreement,  and includes all successors in interest of Parent,
including a trustee or debtor in  possession  in  connection  with a  Bankruptcy
Event.

     "Permitted Payment" has the meaning forth in Section 2.1(c) below.

     "Remaining   Collateral"   means  all  Collateral  other  than  the  Seller
Collateral and the Kabaker Collateral.

     "Seller"  has the meaning  provided in the  introductory  paragraph of this
Agreement.

     "Seller  Collateral"  means all assets of Borrower acquired pursuant to the
Asset Purchase Agreement, including any insurance policies, and all renewals and
"expirations" with respect to such insurance policies,  and all commissions paid
or payable thereunder, and all products and proceeds thereof.



                                       5
<PAGE>

     "Seller  Indebtedness"  means all  amounts  owing by  Borrower or Parent to
Seller at any time, whether principal, interest, fees, costs, expenses, guaranty
obligations,  indemnity  obligations or otherwise,  and whether  pursuant to the
Seller Loan Documents or otherwise,  the aggregate  outstanding principal amount
of which is $1,000,000 as of the date hereof.

     "Seller  Loan  Document"  means the  Seller  Note and any  other  document,
instrument or other agreement executed and/or delivered in connection therewith.

     "Seller Note" has the meaning provided in the Recitals of this Agreement.

     "Senior Creditor  Indebtedness" means,  collectively,  the FCC Indebtedness
and the Oak Street Indebtedness.

     "Senior  Creditor  Loan  Documents"  means,  collectively,   the  FCC  Loan
Documents and the Oak Street Loan Documents.

     "Senior Creditor  Repayment" means the circumstance in which (a) subject to
Section 2.7(e),  all of the Senior Creditor  Indebtedness has been  indefeasibly
paid in full in cash,  and (b) the commitment of FCC to make loans under the FCC
Loan Agreement has been terminated, and (c) the commitment of Oak Street to make
loans under the Oak Street Loan Agreement has been terminated.

     "Senior  Creditors" has the meaning provided in the introductory  paragraph
of this Agreement.

                                    ARTICLE 2

             GENERAL INTERCREDITOR AND LIEN SUBORDINATION PROVISIONS
             -------------------------------------------------------

     Section 2.1 Agreement to Subordinate Debt.

          (a)  Borrower  and Parent may pay,  and Junior  Creditors  may retain,
Permitted  Payments  (as  defined  below)  with  respect to the Junior  Creditor
Indebtedness.  Neither Junior  Creditor will ask for,  demand,  sue for, take or
receive from Borrower or Parent,  by setoff or in any other manner,  and neither
Borrower  nor  Parent  will pay,  the whole or any part of any  Junior  Creditor
Indebtedness which does not constitute a Permitted Payment, unless and until the
Senior Creditor Repayment shall have occurred.

          (b) In the event that any Junior Creditor shall receive any payment or
distribution  with respect to any Junior  Creditor  Indebtedness  which does not
constitute a Permitted Payment, then in such event, such payment or distribution
shall be  deemed  to have been  paid to such  Junior  Creditor  in trust for the
benefit of the Senior Creditors, shall not be commingled with any assets of such
Junior  Creditor and shall be immediately  paid over to FCC in the form received
by such Junior Creditor (with proper endorsements or assignments,  if necessary)
to the extent  necessary to pay the Senior  Creditor  Indebtedness in full after
giving effect to any concurrent  payment to Senior Creditors from other sources.
FCC shall promptly



                                       6
<PAGE>

remit a pro rata  portion of any such  payment  received  by FCC to Oak  Street,
based on the outstanding  principal  amount of FCC  Indebtedness  and Oak Street
Indebtedness  at the time of FCC's  receipt of any such  payment.  To the extent
that there are any  amounts  paid over to FCC in excess of the  Senior  Creditor
Indebtedness  then  outstanding,  such  excess  amounts  shall  be  remitted  to
Lescroart to the extent necessary to pay in full the Lescroart Indebtedness then
outstanding,  and any excess shall be remitted to Seller; provided, that, to the
extent of the amount of such  remittance  received by it,  each Junior  Creditor
shall  indemnify and hold harmless each Senior Creditor from any and all claims,
liabilities, damages, and expenses suffered by such Senor Creditor in connection
with the making of any such remittance to any Junior Creditor.

          (c)  As  used  herein,  the  term  "Permitted  Payment"  shall  mean a
regularly  scheduled  payment of principal  and/or  interest with respect to the
applicable  Junior  Creditor  Indebtedness on the dates and at the interest rate
set forth in the applicable  Junior  Creditor Loan Documents as in effect on the
date hereof  (including  the  contingent  payments of  $250,000  and  $1,000,000
contemplated by Section 2(e) of the Lescroart Loan Agreement) to the extent that
(i) after giving effect to such payment,  no Default under and as defined in the
FCC Loan Agreement exists,  (ii) after giving effect to such payment, no Default
under and as defined in the Oak Street  Loan  Agreement  exists,  (iii) at least
five business days prior to the date of such proposed  payment,  Borrower  shall
have provided to FCC a Borrowing  Base  Certificate  (as defined in the FCC Loan
Agreement) and a compliance certificate setting forth calculations demonstrating
Borrower's pro forma compliance with the financial  covenants under the FCC Loan
Agreement after giving effect to such payment and assuming that such payment was
made on the last day of the calendar  month most  recently  ended,  in each case
together with such supporting  documentation as FCC may reasonably request,  and
(iv) at least five  business  days prior to the date of such  proposed  payment,
Borrower  shall have  provided to Oak Street a Borrowing  Base  Certificate  (as
defined in the Oak Street Loan Agreement) and a compliance  certificate  setting
forth  calculations  demonstrating  Borrower's  pro  forma  compliance  with the
financial  covenants  under the Oak Street Loan Agreement after giving effect to
such  payment  and  assuming  that such  payment was made on the last day of the
calendar month most recently  ended,  in each case together with such supporting
documentation as Oak Street may reasonably request. In addition to the foregoing
requirements, any proposed payment with respect to the Seller Indebtedness shall
not  constitute  a  Permitted  Payment  unless (y) after  giving  effect to such
payment,  no Event  of  Default  under  and as  defined  in the  Lescroart  Loan
Agreement exists,  and (z) at least five business days prior to the date of such
proposed  payment,  Borrower  shall have  provided  to  Lescroart  a  compliance
certificate  certifying that no Event of Default exists under the Lescroart Loan
Documents,   together  with  such  supporting  documentation  as  Lescroart  may
reasonably request.

     Section 2.2 Agreement to Subordinate Liens.  Borrower,  Parent, each Junior
Creditor,  Kabaker  and each  Senior  Creditor,  in each case for itself and its
successors and assigns,  acknowledges,  covenants and agrees that, to the extent
and in the manner set forth in this Section 2.2:



                                       7
<PAGE>

          (a) With  respect  to the  Seller  Collateral,  (i) all  Liens  now or
hereafter  acquired by FCC in any or all of the Seller  Collateral  shall at all
times be prior and  superior to any Lien now held or  hereafter  acquired by Oak
Street or any Junior  Creditor in the Seller  Collateral,  (ii) all Liens now or
hereafter acquired by Oak Street in any or all of the Seller Collateral shall at
all times be prior and  superior to any Lien now held or  hereafter  acquired by
any Junior Creditor in the Seller  Collateral,  (iii) all Liens now or hereafter
acquired by Lescroart in any or all of the Seller  Collateral shall at all times
be prior and  superior to any Lien now held or  hereafter  acquired by Seller in
the Seller  Collateral,  and (iv)  Kabaker  does not have any Lien on any of the
Seller Collateral. Said priority shall be applicable irrespective of the time or
order of  attachment or perfection of any Lien or the time or order of filing of
any financing statements or other documents,  or any statutes,  rules or law, or
court decisions to the contrary. The foregoing Lien subordination provisions are
for the  benefit  of, and shall be  enforceable  directly by (w) FCC against Oak
Street,  Kabaker and each Junior  Creditor,  (x) Oak Street against  Kabaker and
each Junior Creditor,  (y) Lescroart against Seller and Kabaker,  and (z) Seller
against Kabaker. Senior Creditors,  Lescroart and Seller shall be deemed to have
acquired  the FCC  Indebtedness,  the Oak  Street  Indebtedness,  the  Lescroart
Indebtedness and the Seller Indedebtedness, as applicable, in reliance upon this
paragraph.

          (b) With  respect  to the  Kabaker  Collateral,  (i) all  Liens now or
hereafter  acquired by Oak Street in any or all of the Kabaker  Collateral shall
at all times be prior and superior to any Lien now held or hereafter acquired by
FCC,  Kabaker or  Lescroart  in the  Kabaker  Collateral,  (ii) all Liens now or
hereafter  acquired by FCC in any or all of the Kabaker  Collateral shall at all
times be prior  and  superior  to any Lien  now held or  hereafter  acquired  by
Kabaker or Lescroart in the Kabaker Collateral, (iii) all Liens now or hereafter
acquired by Kabaker in any or all of the Kabaker  Collateral  shall at all times
be prior and superior to any Lien now held or hereafter acquired by Lescroart in
the  Kabaker  Collateral,  and (iv)  Seller does not have any Lien on any of the
Kabaker Collateral.  Said priority shall be applicable  irrespective of the time
or order of  attachment or perfection of any Lien or the time or order of filing
of any financing statements or other documents,  or any statutes,  rules or law,
or court decisions to the contrary. The foregoing Lien subordination  provisions
are for the  benefit  of, and shall be  enforceable  directly  by (w) Oak Street
against FCC, Kabaker and each Junior Creditor,  (x) FCC against Kabaker and each
Junior  Creditor,  (y) Kabaker against each Junior  Creditor,  and (z) Lescroart
against Seller. Senior Creditors,  Lescroart and Kabaker shall be deemed to have
acquired  the FCC  Indebtedness,  the Oak  Street  Indebtedness,  the  Lescroart
Indebtedness  and the Kabaker  Indedebtedness,  as applicable,  in reliance upon
this paragraph.

          (c)  With  respect  to the  Remaining  Collateral,  (i)  the  relative
priority of all Liens now or  hereafter  acquired by Oak Street or FCC in any or
all of the Remaining Collateral shall be determined in accordance with the terms
and conditions of the Senior Creditor  Intercreditor  Agreement,  (ii) all Liens
now or  hereafter  acquired by FCC or Oak Street in any or all of the  Remaining
Collateral  shall at all  times be prior  and  superior  to any Lien now held or
hereafter acquired by Lescroart in the Remaining  Collateral,  and (iii) neither
Seller  nor  Kabaker  has any  Lien  on any of the  Remaining  Collateral.  Said
priority shall be applicable  irrespective of the time or order of attachment or
perfection  of any  Lien  or the  time  or  order  of  filing  of any  financing
statements or other documents, or any statutes, rules or law, or court decisions
to the



                                       8
<PAGE>

contrary.  The foregoing Lien  subordination  provisions are for the benefit of,
and shall be enforceable  directly by (y) Oak Street and FCC against  Lescroart,
Kabaker and  Seller,  and (z)  Lescroart  against  Kabaker  and  Seller.  Senior
Creditors and Lescroart  shall be deemed to have acquired the FCC  Indebtedness,
the Oak Street Indebtedness and the Lescroart  Indebtedness,  as applicable,  in
reliance upon this paragraph.

     Section  2.3 Other  Intercreditor  Agreements.  FCC and Oak  Street  hereby
acknowledge and agree that the Senior Creditor  Intercreditor  Agreement remains
in  full  force  and  effect,  both  before  and  after  giving  effect  to  the
transactions  contemplated  hereby. Oak Street  acknowledges and agrees that the
Seller Collateral  constitutes "FCC Priority Collateral" under and as defined in
the Senior Creditor  Intercreditor  Agreement.  Kabaker hereby  acknowledges and
agrees  that the  FCC/Kabaker  Agreement  and the Oak  Street/Kabaker  Agreement
remain in full force and  effect,  both  before and after  giving  effect to the
transactions contemplated hereby.

     Section 2.4 Limitation on Liens.

          (a) Seller  acknowledges and agrees that (i) Seller's Liens apply only
to the  Seller  Collateral,  (ii) any Lien in favor of Seller in any  Collateral
other than the  Seller  Collateral  is hereby  released,  and (iii) each  Senior
Creditor  and  Lescroart  are  authorized  by Seller to file and record such UCC
financing statements and similar documents as may be necessary or appropriate in
order to evidence the termination of any such Liens. Neither Borrower nor Parent
shall grant to Seller,  and Seller  shall not take or  receive,  any Lien in any
Collateral other than the Seller Collateral.

          (b) Kabaker  acknowledges  and agrees that (i)  Kabaker's  Liens apply
only to the  Kabaker  Collateral,  (ii)  any Lien in  favor  of  Kabaker  in any
Collateral other than the Kabaker Collateral is hereby released,  and (iii) each
Senior  Creditor and  Lescroart is authorized by Kabaker to file and record such
UCC  financing   statements  and  similar  documents  as  may  be  necessary  or
appropriate  in order to evidence  the  termination  of any such Liens.  Neither
Borrower  nor Parent  shall  grant to  Kabaker,  and  Kabaker  shall not take or
receive, any Lien in any Collateral other than the Kabaker Collateral.

     Section 2.5 Disposition of Collateral.  Kabaker,  Lescroart and Seller each
hereby agree that, until the Senior Creditor Repayment,  any Senior Creditor may
dispose of, and  exercise  any other  rights with  respect to, any or all of the
Collateral,  free of the Liens of Kabaker,  Lescroart and Seller,  provided that
each of Kabaker,  Lescroart  and Seller shall retain any rights it may have as a
junior secured creditor with respect to the Kabaker Indebtedness,  the Lescroart
Indebtedness  and the Seller  Indebtedness,  as applicable,  with respect to the
surplus,  if any,  arising from any such  disposition or  enforcement.  Upon any
disposition  of any of the Collateral by any Senior  Creditor,  each of Kabaker,
Lescroart and Seller each (a) agrees,  if requested,  to execute and immediately
deliver any and all releases or other documents or agreements  which such Senior
Creditor deems  necessary to accomplish a disposition  thereof free of the Liens
of Kabaker,  Lescroart and Seller,  and (b) authorizes  such Senior  Creditor to
record,  or cause to have  recorded,  any UCC financing  statements  and similar
documents which such Senior Creditor deems necessary to accomplish a disposition
thereof free of the Liens of



                                       9
<PAGE>

Kabaker, Lescroart and Seller. Kabaker, Lescroart and Seller each agree that any
funds of Borrower or Parent  which it obtains  through the exercise of any right
of setoff or other similar right constitute Collateral,  and Kabaker,  Lescroart
and Seller shall each immediately pay such funds to FCC, and such funds shall be
pro-rated between FCC and Oak Street in the manner set forth in Section 2.1(b).

     Section 2.6 Limitations on Rights and Remedies.

          (a) Until the Senior  Creditor  Repayment,  neither Kabaker nor Seller
shall be entitled to exercise any rights or remedies  with respect to any of the
Collateral,  including without  limitation the right to (i) enforce any Liens or
sell or otherwise  foreclose on any portion of the  Collateral,  or (ii) request
any action,  institute  proceedings,  give any instructions,  make any election,
notice account  debtors or make  collections  with respect to any portion of the
Collateral,  or (iii) amend or modify (or permit the  amendment or  modification
of) the terms of any Kabaker  Loan  Document or any Seller Loan  Document in any
manner  adverse to the  interests  of any Senior  Creditor  (including,  without
limitation, any amendment which has the effect of shortening the maturity of the
Kabaker  Indebtedness or the Seller Indebtedness or increasing the interest rate
with respect thereto).

          (b)  Until  the  Senior  Creditor  Repayment,  Lescroart  shall not be
entitled  to  exercise  any  rights  or  remedies  with  respect  to  any of the
Collateral,  including without  limitation the right to (i) enforce any Liens or
sell or otherwise  foreclose on any portion of the  Collateral,  or (ii) request
any action,  institute proceedings against Borrower,  Parent or any other person
or entity, give any instructions,  make any election,  notice account debtors or
make collections  with respect to any portion of the Collateral,  or (iii) amend
or  modify  (or  permit  the  amendment  or  modification  of) the  terms of any
Lescroart Loan Document or any Seller Loan Document in any manner adverse to the
interests of any Senior Creditor (including,  without limitation,  any amendment
which has the effect of shortening the maturity of the Kabaker  Indebtedness  or
the Seller  Indebtedness or increasing the interest rate with respect  thereto);
provided,  however,  that Lescroart shall be entitled to take one or more of the
actions  described  in clauses (i) and/or (ii) above from or after the date that
is one year following the date on which Lescroart  notifies each Senior Creditor
and Kabaker in writing that an event of default  exists under the Lescroart Loan
Documents  and that  Lescroart  intents to exercise its rights and remedies with
respect to Borrower, Parent and/or the Collateral.

          (c) Until the  Lescroart  Indebtedness  has been paid in full,  Seller
shall not be entitled to exercise any rights or remedies  with respect to any of
the Collateral,  including without limitation the right to (i) enforce any Liens
or sell or otherwise foreclose on any portion of the Collateral, or (ii) request
any action,  institute  proceedings,  give any instructions,  make any election,
notice account  debtors or make  collections  with respect to any portion of the
Collateral,  or (iii) amend or modify (or permit the  amendment or  modification
of) the  terms  of the  Seller  Loan  Documents  in any  manner  adverse  to the
interests of Lescroart (including,  without limitation,  any amendment which has
the effect of shortening the maturity of the Seller  Indebtedness  or increasing
the interest rate with respect thereto).



                                       10
<PAGE>

          (d)  Until  the date 91 days  after  the  Senior  Creditor  Repayment,
neither  Kabaker  nor any Junior  Creditor  shall take any  action,  directly or
indirectly,  to initiate an involuntary bankruptcy or receivership proceeding or
receivership in respect of Borrower or Parent.

          (e)  Until  the date 91 days  after  the date on which  the  Lescroart
Indebtedness  is repaid in full,  Seller shall not take any action,  directly or
indirectly,  to initiate an involuntary bankruptcy or receivership proceeding or
receivership in respect of Borrower or Parent.

     Section 2.7 Intercreditor Arrangements in Bankruptcy.

          (a)  This  Agreement  shall  remain  in  full  force  and  effect  and
enforceable  pursuant  to its terms in  accordance  with  Section  510(a) of the
Bankruptcy Code, and all references herein to Borrower or Parent shall be deemed
to apply to such entity as debtor in possession and to any trustee in bankruptcy
for the estate of such entity.

          (b) Except as  otherwise  specifically  permitted in this Section 2.7,
until the Senior  Creditor  Repayment,  neither  Kabaker nor any Junior Creditor
shall  assert  without the written  consent of each Senior  Creditor  any claim,
motion,  objection,  or argument in respect of any Collateral in connection with
any Bankruptcy  Event which could  otherwise be asserted or raised in connection
with such  Bankruptcy  Event by Kabaker  or such  Junior  Creditor  as a secured
creditor of Borrower or Parent,  including without limitation any claim, motion,
objection or argument seeking  adequate  protection or relief from the automatic
stay in respect of any Collateral.

          (c) Without limiting the generality of the foregoing, Kabaker and each
Junior Creditor agree that if a Bankruptcy Event occurs, (i) any Senior Creditor
may consent to the use of cash  collateral on such terms and  conditions  and in
such amounts as such Senior Creditor, in its sole discretion, may decide without
seeking or obtaining  the consent of Kabaker or any Junior  Creditor as a holder
of an  interest  in the  Collateral;  (ii) any Senior  Creditor  may (A) provide
financing to Borrower  and/or Parent or (B) consent to the granting of a priming
Lien to secure postpetition  financing,  in each case pursuant to Section 364 of
the Bankruptcy Code or other applicable law and on such terms and conditions and
in such  amounts as such Senior  Creditor,  in its sole  discretion,  may decide
without  seeking or obtaining  the consent of Kabaker or any Junior  Creditor as
holder of an interest in the  Collateral;  (iii) neither  Kabaker nor any Junior
Creditor shall oppose Borrower's or Parent's use of cash collateral on the basis
that Kabaker's or any Junior  Creditor's  interest in the Collateral is impaired
by such use or  inadequately  protected  by such use to the extent  such use has
been approved by any Senior  Creditor;  and (iv) neither  Kabaker nor any Junior
Creditor  shall oppose any sale or other  disposition  of any assets  comprising
part of the  Collateral  free and clear of Liens or other  claims of any  party,
including Kabaker and each Junior Creditor,  under Section 363 of the Bankruptcy
Code on the basis that  Kabaker's  or any  Junior  Creditor's  interest  in such
Collateral  is impaired by such sale or  inadequately  protected  as a result of
such sale if any Senior  Creditor has consented to such sale or  disposition  of
such assets.



                                       11
<PAGE>

          (d) Kabaker and each Junior  Creditor  agree that neither  Kabaker nor
any Junior  Creditor will  initiate,  prosecute,  encourage,  or assist with any
other person to initiate or prosecute any claim,  action or other proceeding (i)
challenging the validity or enforceability  of this Agreement,  (ii) challenging
the validity or enforceability of any Senior Creditor's claim, (iii) challenging
the perfection or  enforceability  of any of either Senior  Creditor's Liens, or
(iv)  asserting any claims which Borrower or Parent may hold with respect to any
Senior Creditor or any Senior Creditor Indebtedness, if any.

          (e) To the  extent  that any  Senior  Creditor  receives  payments  or
transfers  on the Senior  Creditor  Indebtedness  or proceeds of the  Collateral
which are subsequently  invalidated,  declared to be fraudulent or preferential,
set aside and/or required to be repaid to a trustee, receiver or any other party
under any bankruptcy law, state or federal law, common law, or equitable  cause,
then, to the extent of such payment or proceeds  received,  the Senior  Creditor
Indebtedness,  or part  thereof,  intended to be satisfied  shall be revived and
continue in full force and effect as if such  payments or proceeds  had not been
received by such Senior Creditor.

          (f)  Notwithstanding  any other  provision  of this  Section  2.7, (i)
Kabaker and each Junior  Creditor shall be entitled to file their initial claims
as secured  claims and file any necessary  responsive or defensive  pleadings in
opposition to any motion, claim,  adversary proceeding or other pleading made by
any person  objecting to or otherwise  seeking the disallowance of the claims of
Kabaker or such Junior Creditor, including without limitation any claims secured
by any  Collateral,  and (ii) Kabaker and each Junior Creditor shall be entitled
to file any pleadings,  objections, motions or agreements which assert rights or
interests  available to unsecured  creditors of Borrower or Parent arising under
either the Bankruptcy Code or applicable non-bankruptcy law.

     Section 2.8  Relative Rights.

          (a) Nothing contained in this Agreement is intended to or shall affect
the relative rights of any Senior Creditor,  Kabaker or any Junior Creditor,  on
the one hand,  and  other  creditors  of  Borrower  or Parent  not party to this
Agreement,  on the other hand. This Agreement and the  subordination  provisions
contained herein are intended only for the benefit of Senior Creditors,  Kabaker
and Lescroart, but no other creditor of Borrower or Parent.

          (b)  All  rights  and  interests  of  Senior  Creditors,  Kabaker  and
Lescroart  hereunder,  and all agreements and  obligations of Borrower,  Parent,
Senior Creditors,  Kabaker and Junior Creditors hereunder,  shall remain in full
force and effect irrespective of:

               (i) any lack of validity or enforceability of any Senior Creditor
Loan Document,  any Junior Creditor Loan Document,  any Kabaker Loan Document or
any other agreement or instrument relating to any of the foregoing;

               (ii) any change in the time,  manner or place of, or in any other
term of, all or any of the Senior  Creditor  Indebtedness,  the Junior  Creditor
Indebtedness or the Kabaker  Indebtedness,  or any amendment or waiver of or any
consent to  departure  from any  provision  of



                                       12
<PAGE>

any of the Senior  Creditor  Loan  Documents,  any of the Junior  Creditor  Loan
Documents or any of the Kabaker Loan Documents;

               (iii) any exchange, release,  nonperfection,  or unenforceability
of any Lien on any  Collateral,  or any  release  or  amendment  or waiver of or
consent to departure from any guarantee,  for all or any of the Senior  Creditor
Indebtedness, the Junior Creditor Indebtedness or the Kabaker Indebtedness; or

               (iv) any other circumstances  which might otherwise  constitute a
defense  available to, or a discharge  of,  Borrower or Parent in respect of any
Senior Creditor  Indebtedness,  any Kabaker  Indebtedness or any Junior Creditor
Indebtedness, in respect of this Agreement.

     Section 2.9 Waivers.

          (a) Other than the rights and duties of the Senior Creditors under the
Senior Creditor Intercreditor  Agreement,  the FCC/Kabaker Agreement and the Oak
Street/Kabaker Agreement, and except as set forth in this Agreement, neither any
Senior  Creditor,  Kabaker nor any Junior  Creditor  shall have any liability or
duty of any kind, nature or origin to any other Senior Creditor,  Kabaker or any
Junior Creditor, express or implied.

          (b) Each  Junior  Creditor  and Kabaker  hereby  waive and release any
claim which such Junior  Creditor or Kabaker may now or  hereafter  have against
any  Senior  Creditor  arising  out of any  and all  actions  which  any  Senior
Creditor,  in good  faith,  takes or omits to take  with  respect  to  Borrower,
Parent,  any Collateral or any Senior Creditor Loan Document,  including without
limitation, (i) actions with respect to the creation, perfection or continuation
of  Liens  on  the  Collateral  and  other  security  for  any  Senior  Creditor
Indebtedness,  (ii)  actions  with  respect  to the  occurrence  of any event of
default by Borrower or Parent under this  Agreement or any Senior  Creditor Loan
Document,  (iii) action with respect to the foreclosure upon, sale,  release, or
depreciation of, or failure to realize upon, any of the Collateral, (iv) actions
with  respect to the  collection  of any claim for all or any part of any Senior
Creditor Indebtedness from any account debtor, guarantor or any other party, (v)
any other action with respect to the  enforcement  of any Senior  Creditor  Loan
Document or the valuation,  use,  protection or disposition of the Collateral or
any other security for any Senior Creditor Indebtedness and (vi) the election of
any  Senior  Creditor,  in any  proceeding  instituted  under  Chapter 11 of the
Bankruptcy Code, for application of Section 1111(b) of the Bankruptcy Code.

          (c) Seller  hereby  waives and releases any claim which Seller may now
or hereafter  have against  Lescroart  arising out of any and all actions  which
Lescroart,  in good  faith,  takes or omits to take with  respect  to  Borrower,
Parent,  any  Collateral  or any  Lescroart  Loan  Document,  including  without
limitation, (i) actions with respect to the creation, perfection or continuation
of Liens on the  Collateral,  (ii) actions with respect to the occurrence of any
event of default by Borrower or Parent  under this  Agreement  or the  Lescroart
Loan  Documents,  (iii)  action  with  respect to the  foreclosure  upon,  sale,
release,  or depreciation of, or failure to realize upon, any of the Collateral,
(iv) actions with respect to the  collection of any claim for all or any



                                       13
<PAGE>

part of the Lescroart  Indebtedness  from any account  debtor,  guarantor or any
other  party,  (v) any other  action  with  respect  to the  enforcement  of the
Lescroart Loan Documents or the valuation, use, protection or disposition of the
Collateral  and (vi) the election of  Lescroart,  in any  proceeding  instituted
under Chapter 11 of the Bankruptcy  Code, for  application of Section 1111(b) of
the Bankruptcy Code.

          (d) Lescroart hereby waives and releases any claim which Lescroart may
now or hereafter have against  Kabaker  arising out of any and all actions which
Kabaker, in good faith, takes or omits to take with respect to Borrower, Parent,
any Collateral or any Kabaker Loan Document,  including without limitation,  (i)
actions with respect to the creation, perfection or continuation of Liens on the
Collateral,  (ii) actions with respect to the occurrence of any event of default
by Borrower or Parent under this Agreement or the Kabaker Loan Documents,  (iii)
action with respect to the foreclosure upon, sale,  release, or depreciation of,
or failure to realize upon, any of the Collateral,  (iv) actions with respect to
the collection of any claim for all or any part of the Kabaker Indebtedness from
any account  debtor,  guarantor  or any other  party,  (v) any other action with
respect to the enforcement of the Kabaker Loan Documents or the valuation,  use,
protection or disposition of the Collateral and (vi) the election of Kabaker, in
any  proceeding  instituted  under  Chapter  11  of  the  Bankruptcy  Code,  for
application of Section 1111(b) of the Bankruptcy Code.

     Section 2.10 Remedies.

          (a)  Rights  Cumulative.  The  rights  and  remedies  of  each  Senior
Creditor,  Kabaker and Lescroart  under this  Agreement and the Senior  Creditor
Loan Documents,  the Kabaker Loan Documents or the Lescroart Loan Documents,  as
applicable,  shall be  cumulative  and not  exclusive  of any rights or remedies
which such Senior  Creditor,  Kabaker or  Lescroart  would  otherwise  have.  In
exercising such rights and remedies, each Senior Creditor, Kabaker and Lescroart
may be  selective,  and no failure or delay by any Senior  Creditor,  Kabaker or
Lescroart in exercising  any right shall operate as a waiver of such right,  nor
shall any partial or single exercise of any power or right preclude its other or
further exercise or the exercise of any other power or right.

          (b) Waiver of Marshalling.  Borrower,  Parent, Kabaker and each Junior
Creditor  hereby waive any right to require  marshalling of assets by any Senior
Creditor or Lescroart and any similar rights.

     Section 2.11 Lescroart to Subordinate.

          (a)  Lescroart  acknowledges  and agrees  that  Borrower is engaged in
negotiations to purchase certain assets of Whitman-Samuelson Insurance Services,
Inc.  ("Whitman").  Borrower intends to issue a note in favor of Whitman as part
of the  consideration  for such  assets,  and such note will be  secured  by the
assets purchased from Whitman and the proceeds thereof.  Lescroart hereby agrees
that Lescroart shall subordinate his Liens in such assets to the Lien of Whitman
therein on such terms and conditions as Whitman, Borrower or any Senior Creditor
may reasonably request.



                                       14
<PAGE>

          (b) To the extent that  Lescroart's  consent is required in connection
with  any  future  indebtedness  to  be  incurred  by  Borrower  for  any  other
acquisition,  Lescroart  acknowledges  and agrees that such  consent will not be
unreasonably  withheld or delayed.  Additionally,  Lescroart agrees that he will
not unreasonably  refuse or delay any request by Borrower or any Senior Creditor
that Lescroart  subordinate  his Lien in any assets to be acquired in any future
acquisition  and the proceeds  thereof to the Lien of the seller of such assets.
Lescroart acknowledges that, pursuant to this Agreement,  the Lien of the Senior
Creditors  in any  assets  acquired  in a future  acquisition  and any  proceeds
thereof shall be senior to the Lien of Lescroart.

                                    ARTICLE 3

                                  MISCELLANEOUS
                                  -------------

     Section 3.1 Successors;  Continuing Effect. This Agreement is being entered
into for the benefit of, and shall be binding upon, (a) each Senior Creditor and
its  respective  successors  and assigns,  including  subsequent  holders of any
Senior Creditor  Indebtedness,  and the term "Senior Creditor" shall include any
such  subsequent  or  additional  holder of any  Senior  Creditor  Indebtedness,
wherever  the context  permits,  (b) each  Junior  Creditor  and its  respective
successors  and assigns,  including  subsequent  holders of any Junior  Creditor
Indebtedness,  and the term "Junior  Creditor" shall include any such subsequent
or additional  holder of any Junior Creditor  Indebtedness,  and (c) Kabaker and
its  successors  and  assigns,  including  subsequent  holders  of  any  Kabaker
Indebtedness,  and the term  "Kabaker"  shall  include  any such  subsequent  or
additional holder of any Kabaker Indebtedness.

     Section 3.2 Further  Assurances.  Each party hereto will, at the expense of
Borrower,  and at any time  and  from  time to  time,  promptly  execute  and/or
authorize  and deliver  all  further  instruments  and  documents,  and take all
further action,  that any other party hereto may reasonably  request in order to
perfect or  otherwise  protect any right or interest  granted or purported to be
granted hereby or to enable any Senior Creditor,  Kabaker or any Junior Creditor
to exercise and enforce its rights and remedies  hereunder,  including,  without
limitation,  appropriate  amendments to financing  statements and similar public
filings  authorized  by  Borrower  or Parent in favor of any Junior  Creditor or
Kabaker in order to refer to this  Agreement  (but this  Agreement  shall remain
fully effective  notwithstanding any failure to execute any additional documents
or instruments). Without limiting the generality of the foregoing, in connection
with any  refinancing  or  replacement  of all or any  portion of the any Senior
Creditor  Indebtedness,  each party  hereto  agrees,  if requested by any Senior
Creditor,   to  execute  an  intercreditor  and  lien  subordination   agreement
substantively similar to this Agreement in favor of any replacement lender.

     Section 3.3 Expenses.  Borrower shall pay to each Senior Creditor,  Kabaker
and  Lescroart,  upon  demand,  the amount of any and all  reasonable  expenses,
including,  without limitation,  the reasonable fees and expenses of counsel for
each Senior Creditor, Kabaker and Lescroart, which such Senior Creditor, Kabaker
or Lescroart may incur in connection  with the exercise or enforcement of any of
its rights or  interests  with  respect to  Borrower,  Parent or any



                                       15
<PAGE>

other  party  hereto,  and all such  amounts  shall  constitute  part of the FCC
Indebtedness,  the Oak Street  Indebtedness,  the  Kabaker  Indebtedness  or the
Lescroart Indebtedness, as applicable.

     Section 3.4 Notices; Amendments, Etc.

          (a) All  notices,  requests and demands to or upon the parties to this
Agreement  to be  effective  shall be in  writing  (including  by  facsimile  or
telecopy  transmission)  and shall be deemed to have been duly given or made (i)
when delivered by hand or (ii) three business days after being  deposited in the
mail,  postage  prepaid or (iii) one  business  day after being sent by priority
overnight delivery with an internationally recognized overnight delivery carrier
or (iv) if by telecopy or facsimile,  when  confirmed in writing by the sender's
telecopy or  facsimile  device,  at the  addresses or  transmission  numbers for
notices set forth under the signatures  below. The parties to this Agreement may
change their addresses and transmission numbers for notices by providing written
notice of such new address to the other parties hereto.

          (b) This  Agreement  may be amended and the terms hereof may be waived
only with the written consent of each of the parties hereto, or their authorized
successors and assigns.

     Section  3.5  Severability.  Any  provision  of  this  Agreement  which  is
prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction,
be  ineffective  to  the  extent  of  such  prohibition  or  invalidity  without
invalidating the remaining  portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.

     Section 3.6 GOVERNING  LAW;  WAIVER OF JURY TRIAL.  THIS AGREEMENT HAS BEEN
DELIVERED AND ACCEPTED IN AND SHALL BE DEEMED TO HAVE BEEN MADE IN INDIANAPOLIS,
INDIANA AND SHALL BE INTERPRETED,  AND THE RIGHTS AND LIABILITIES OF THE PARTIES
HERETO  DETERMINED,  IN  ACCORDANCE  WITH THE LAWS AND DECISIONS OF THE STATE OF
INDIANA  WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES. IN ORDER TO INDUCE SENIOR
CREDITORS  TO  CONSENT  TO THE  JUNIOR  CREDITOR  INDEBTEDNESS  AND THE  KABAKER
INDEBTEDNESS,  EACH JUNIOR CREDITOR AND KABAKER  CONSENTS TO THE JURISDICTION OF
ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF INDIANA AND WAIVES
TRIAL BY JURY AND WAIVES ANY OBJECTION TO  JURISDICTION  AND VENUE OF ANY ACTION
INSTITUTED HEREUNDER, AND FURTHER AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK
OF JURISDICTION OR VENUE.

     Section 3.7 Entire  Agreement.  Except as expressly set forth in the Senior
Creditor  Intercreditor   Agreement,  the  FCC/Kabaker  Agreement  and  the  Oak
Street/Kabaker  Agreement,  this  Agreement  embodies the entire  agreement  and
understanding of the parties hereto regarding the subject matter hereof.



                                       16
<PAGE>

     Section 3.8  Counterparts.  This Agreement may be executed in any number of
counterparts,  and each  such  counterpart  shall be  deemed  to be an  original
instrument, but all such counterparts together shall constitute one agreement.

                     [Signatures appear on following pages]





                                       17
<PAGE>



     IN WITNESS  WHEREOF,  the undersigned have caused this Agreement to be duly
executed and delivered by their respective duly authorized  officers on the date
and year first above written.

                                       BORROWER:

                                       ADDISON YORK INSURANCE BROKERS LTD.

                                       By:  /s/ P. Podorieszach
                                          --------------------------------------
                                       Name:  P. Podorieszach
                                            ------------------------------------
                                       Title: CEO
                                             -----------------------------------

                                       Address for notices to Borrower:

                                       Addison York Insurance Brokers Ltd.
                                       1033 Southport Road S.W., Suite 355
                                       Calgary, Alberta, T2W 3X6
                                       Attention:  Primo Podorieszach
                                       Facsimile No.:  403-225-5745

                                       PARENT:

                                       ANTHONY CLARK INTERNATIONAL INSURANCE
                                       BROKERS LTD.

                                       By:  /s/ P. Podorieszach
                                          --------------------------------------
                                       Name:  above
                                            ------------------------------------
                                       Title: CEO
                                             -----------------------------------

                                       Address for notices to Guarantor:

                                       Anthony Clark International Insurance
                                       Brokers Ltd.
                                       1033 Southport Road S.W., Suite 355
                                       Calgary, Alberta, T2W 3X6
                                       Attention:  Primo Podorieszach
                                       Facsimile No.:  403-225-5745




                                       18
<PAGE>

                                       SELLER:

                                       AL VINCIGUERRA LTD.

                                       By: /s/ Dena Vinciguerra
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                       Address for notices to Seller:



                                       Attention:
                                                 -------------------------
                                       Facsimile No.:
                                                     ---------------------

                                       LESCROART:


                                       /s/ Emmett Lescroart L.S.
                                       -----------------------------------------
                                       EMMETT LESCROART

                                       Address for notices to Lescroart:

                                       Emmett Lescroart
                                       c/o Chapman
                                       Associates 475
                                       Wall Street
                                       Princeton, New
                                       Jersey 08540
                                       Facsimile No.:

                                       FCC:

                                       FCC, LLC, d/b/a First Capital

                                       By: /s/ David G. Walker
                                          --------------------------------------
                                       Name: David G. Walker
                                            ------------------------------------
                                       Title: Vice President
                                             -----------------------------------


                                       Address for notices to FCC:

                                       FCC, LLC
                                       125 TownPark Drive, Suite 190
                                       Kennesaw, Georgia  30144
                                       Attention:  Brian J. Cuttic
                                       Facsimile No.:  678-594-5901



                                       19
<PAGE>

                                       OAK STREET:

                                       OAK STREET FUNDING LLC

                                       By: /s/ Richard S. Denner
                                          --------------------------------------
                                       Name:  Richard S. Denner
                                            ------------------------------------
                                       Title: President
                                             -----------------------------------

                                       Address for notices to Oak Street:

                                       Oak Street Funding LLC
                                       11595 North Meridian Street, Suite 450
                                       Carmel, Indiana  46032
                                       Attention:  Richard S. Dennan
                                       Facsimile No.:  317-428-3801


                                       KABAKER:

                                       KABAKER FAMILY TRUST OF JULY 1998

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

                                       By: /s/ Theolyn Kabaker
                                          --------------------------------------
                                          Theolyn Kabaker, as Trustee

                                       Address for notices to Kabaker:

                                       Kabaker Family Trust of July 1998
                                       25 Wali Trail
                                       Novato, California  94947
                                       Attention:  John W. Kabaker
                                       Facsimile No.:  415-892-6033




                                       20
<PAGE>


                                  SCHEDULE "Y"

        ACKNOWLEDGMENT OF COLLATERAL ASSIGNMENT OF ACQUISITION DOCUMENTS




<PAGE>


                                  SCHEDULE "Z"

                         MAXIMUM ASSUMED AVL LIABILITIES