EXHIBIT 4.28



                      AMENDMENT TO ASSET PURCHASE AGREEMENT

     THIS AMENDMENT TO PURCHASE  AGREEMENT (this  "Amendment") is made as of the
15th day of March,  2004, by and among ADDISON YORK  INSURANCE  BROKERS,  LTD. a
Delaware corporation, DKWS ENTERPRISES, INC., a California corporation,  KABAKER
FAMILY TRUST OF JULY 1998, a California corporation, JOHN W. KABAKER and THEOLYN
KABAKER.

                                    RECITALS

     WHEREAS,  the parties are parties to that certain Asset Purchase  Agreement
effective as of October 1, 2003 (the "Purchase Agreement"); and

     WHEREAS,  the parties desire to amend the Purchase  Agreement in the manner
set forth herein; and

     WHEREAS,  terms used but not defined  herein  shall have the  meanings  set
forth in the Purchase Agreement.

                                    AGREEMENT

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

     1. Amendment.  Section 3.04(a) of the Purchase  Agreement is hereby amended
in its entirety as follows:

          (a) within 5 days of the end of the 28th month after the Closing Date,
     the Purchaser  shall prepare a Purchase  Price  reconciliation  to show the
     actual  Commissions  Earned  from  the  Business.   If  the  actual  Earned
     Commission  revenue  from the  Business  for the two year  period  from the
     Closing Date is less than  $3,000,000.00,  then the Purchase  Price will be
     adjusted downward in accordance with the following formula:

          (Earned  Commissions  x  2.155  x 0.8) -  $5,171,173.00  = the  "First
          Adjustment").

     If after  application  of the  formula  the First  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 First Adjustment  cannot have the
     effect of increasing  the Purchase  Price,  the First  Adjustment  can only
     lower the Purchase Price;

     2. Purchase  Agreement.  Except as otherwise  provided herein, the Purchase
Agreement shall remain in full force and effect and unmodified.



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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.


                                        ADDISON YORK INSURANCE BROKERS LTD.


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



                                        DKWS ENTERPRISES, INC.


                                        Per:  /s/ John W. Kabaker
                                             ------------------------


                                        KABAKER FAMILY TRUST OF JULY 1998


                                        Per:  /s/ John W. Kabaker
                                             ------------------------
                                             John W. Kabaker (trustee)

                                        Per:  /s/ Theolyn Kabaker
                                             ------------------------
                                             Theolyn Kabaker (trustee)


                                        /s/ John W. Kabaker
                                        -----------------------------
                                        John W. Kabaker


                                        /s/ Theolyn Kabaker
                                        -----------------------------
                                        Theolyn Kabaker



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