EXHIBIT 4.36



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                           LOAN AND SECURITY AGREEMENT


                            Dated as of June 3, 2004


                                     Between


                       ADDISON YORK INSURANCE BROKERS LTD.


                                   (Borrower)


                                       and


                          FCC, LLC, d/b/a First Capital


                                    (Lender)


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<PAGE>

                                TABLE OF CONTENTS



                                                                          Page
                                                                          ----

1.   Definitions............................................................1

2.   Borrowing..............................................................9

3.   Interest and Fees.....................................................12

4.   Representations and Warranties of Borrower............................13

5.   Collateral............................................................15

6.   Financial Covenants...................................................16

7.   Collateral Covenants..................................................16

8.   Negative Covenants....................................................18

9.   Reporting and Information.............................................19

10.  Inspection Rights; Expenses; Etc......................................21

11.  Rights of Setoff, Application of Payments, Etc........................22

12.  Attorney-in-Fact......................................................23

13.  Defaults and Remedies.................................................23

14.  Indemnification.......................................................26

15.  General Provisions....................................................26


Attachments:

Schedule
Exhibit A - Form of Borrowing Base Certificate
Exhibit B - Form of Compliance Certificate



                                      -i-

<PAGE>



                           LOAN AND SECURITY AGREEMENT

     This LOAN AND SECURITY  AGREEMENT (this  "Agreement") is entered into as of
this 3rd day of June,  2004  between  ADDISON  YORK  INSURANCE  BROKERS  LTD., a
Delaware corporation ("Borrower"),  and FCC, LLC, d/b/a FIRST CAPITAL, a Florida
limited liability company ("Lender").

                                    RECITALS:

     WHEREAS, Borrower has requested that Lender provide Borrower with a secured
lending facility; and

     WHEREAS,  Lender  is  willing  to  provide a secured  lending  facility  to
Borrower on the terms set forth in this Agreement.

     NOW, THEREFORE, Borrower and Lender hereby agree as follows:

     1. Definitions. For purposes of this Agreement:

     "Accounts"  means all  presently  existing or  hereafter  arising  accounts
receivable  due to  Borrower  (including  all  Commissions  and all  medical and
health-care-insurance  receivables),  book debts,  notes, drafts and acceptances
and other forms of  obligations  now or  hereafter  owing to  Borrower,  whether
arising from the sale or lease of goods or the rendition of services by Borrower
(including any obligation that might be  characterized  as an account,  contract
right,  general  intangible or chattel  paper under the UCC),  all of Borrower's
rights  in,  to and under all  purchase  orders  now or  hereafter  received  by
Borrower for goods and services,  all proceeds  from the sale of Inventory,  all
monies  due or to become due to  Borrower  under all  contracts  for the sale or
lease of goods or the  rendition  of services  by  Borrower  (whether or not yet
earned) (including the right to receive the proceeds of said purchase orders and
contracts),  all  collateral  security and  guarantees  of any kind given by any
obligor  with  respect to any of the  foregoing,  and all goods  returned  to or
reclaimed by Borrower that correspond to any of the foregoing.

     "Affiliate"  means,  with  respect  to a  Person,  (a) any  family  member,
officer, director,  employee or managing agent of such Person, and (b) any other
Person (i) that,  directly or  indirectly,  through one or more  intermediaries,
controls,  or is  controlled  by, or is under common  control  with,  such given
Person, (ii) that, directly or indirectly beneficially owns or holds 10% or more
of any class of voting stock or  partnership or other interest of such Person or
any  subsidiary  of such  Person,  or (iii) 10% or more of the  voting  stock or
partnership  or other  interest of which is directly or indirectly  beneficially
owned or held by such Person or a subsidiary of such Person.  The term "control"
means the  possession,  directly or indirectly,  of the power to direct or cause
the  direction  of the  management  and  policies of a Person,  whether  through
ownership of voting securities or partnership or other interests, by contract or
otherwise.


<PAGE>

     "Agency  Agreement"  means a  written  agreement  between  Borrower  and an
Insurance  Company,  pursuant  to which  such  Insurance  Company  agrees to pay
Commissions  to Borrower in connection  with Insurance  Policies  issued by such
Insurance Company.

     "Agreement Date" means the date as of which this Agreement is dated.

     "Annualized  Eligible  Commissions" means, as of any date of determination,
the amount of Eligible  Commissions  payable to Borrower  over the next one-year
period, assuming that all existing Insurance Policies are renewed.

     "Borrowing Base" has the meaning set forth in Item 1 of the Schedule.

     "Borrowing Base Certificate"  means the certificate,  substantially in form
of Exhibit A, with appropriate insertions, to be submitted to Lender by Borrower
pursuant  to this  Agreement  and  certified  as true and  correct  by the Chief
Executive Officer of Borrower.

     "Business Day" means any day excluding Saturday,  Sunday, and any day which
is a legal  holiday  under the laws of the State of Georgia or which is a day on
which Lender is otherwise closed for transacting business with the public.

     "Collateral" has the meaning set forth in Section 5(a).

     "Commission"  means the  commission  payable to Borrower  from an Insurance
Company pursuant to the applicable Agency Agreement.

     "Customer" means any Insurance  Company or other account debtor or customer
of Borrower.

     "Default" has the meaning set forth in Section 13(a).

     "Eligible  Commissions"  means those Commissions  arising from property and
casualty  Insurance  Policies,  workers'  compensation  Insurance  Policies  and
Insurance  Policies  issued in connection  with employee group health  insurance
plans (but not any life Insurance Policy or other type of Insurance Policy) sold
or acquired by Borrower in the ordinary course of Borrower's business (excluding
fees or bonuses paid or payable by Insurance  Companies based on volume,  growth
or profitability, and, except as set forth below, excluding fees paid or payable
by any Policy Holder);  provided,  however,  that Eligible Commissions shall not
include the following:

     (a) Commissions  with respect to which the Insurance  Company or the Policy
Holder is an  Affiliate  of  Borrower,  Parent,  any Support  Party or any other
Obligor;

     (b)  Commissions  with respect to which the Insurance  Company (i) does not
maintain  its  chief  executive  office  in the  United  States,  or (ii) is not
organized  under the laws of the United



                                      -2-
<PAGE>

States  of  America  or any state  thereof;  or (iii) is the  government  of any
foreign  country or of any state,  province,  municipality,  or other  political
subdivision thereof;

     (c) any and all Commissions as to which the perfection,  enforceability, or
validity of Lender's  Collateral  or security  interest in such  Commission,  or
Lender's  right or ability to obtain direct payment to Lender of the proceeds of
such  Commission,  is governed by any  federal or state  statutory  requirements
other than those of the Uniform Commercial Code;

     (d) Commissions  with respect to which the Insurance  Company is the United
States  of  America,  or  any  agency  or  state  thereof,  or any  city,  town,
municipality, county or other division of any state;

     (e)  Commissions  which  may be  subject  to offset  or  recoupment  by the
Insurance  Company or the Policy Holder,  whether as the result of goods sold or
services rendered by the Insurance Company or the Policy Holder to Borrower, any
contractual  arrangement  between the Insurance Company or the Policy Holder and
Borrower (including any lease) or otherwise;

     (f) those Commissions where Lender,  in Lender's  discretion,  has notified
Borrower  that  the  Commission,  Insurance  Company  or  Policy  Holder  is not
acceptable to Lender;

     (g) any  Commission  which is more than 60 days past due (when  calculating
Annualized Eligible  Commissions) or which is not received by Borrower within 60
days after the due date thereof (when calculating Trailing Twelve Month Eligible
Commissions);

     (h) all of the  Commissions  owed by an Insurance  Company if the aggregate
outstanding  dollar  amount  of such  Commissions  not  considered  as  Eligible
Commissions  under the  immediately  preceding  paragraph is equal to or greater
than 30% of the total of all Commissions owed by such Insurance Company;

     (i)  Commissions  not  previously  approved in writing by Lender  where the
dollar  value  for the  aggregate  amount  of  Commissions  associated  with any
Insurance Company is greater than 25% of all Eligible  Commissions,  but only to
the extent of such excess;

     (j) any  Commission  associated  with an Insurance  Company  which does not
constitute a Level 1 Insurance Company or a Level 2 Insurance Company;

     (k) any Commission with respect to all or part of which a check, promissory
note, draft, trade acceptance,  or other instrument for the payment of money has
been received, presented for payment, and returned uncollected for any reason;

     (l) any Commission with respect to which Borrower has extended the time for
payment without the consent of Lender;

     (m) any  Commission  with respect to which any one or more of the following
events has  occurred  to the  Insurance  Company  and/or the Policy  Holder with
respect  to such



                                      -3-
<PAGE>

Commission:  death or judicial  declaration  of an  Insurance  Company who is an
individual; the filing by or against the Insurance Company or Policy Holder of a
request or petition for liquidation, reorganization,  arrangement, adjustment of
debts,  adjudication  as a  bankrupt,  winding-up,  or other  relief  under  the
bankruptcy,  insolvency,  or  similar  laws of the United  States,  any state or
territory thereof, or any foreign jurisdiction,  now or hereafter in effect; the
making of any general  assignment by the Insurance  Company or Policy Holder for
the  benefit of  creditors;  the  appointment  of a receiver  or trustee for the
Insurance  Company or Policy  Holder or for any of the  assets of the  Insurance
Company or Policy Holder, including,  without limitation,  the appointment of or
taking  possession by a  "custodian,"  as defined in the  Bankruptcy  Code;  the
institution  by or against the  Insurance  Company or Policy Holder of any other
type of insolvency proceeding (under the bankruptcy laws of the United States or
otherwise)  or of any  formal or  informal  proceeding  for the  dissolution  or
liquidation of,  settlement of claims against,  or winding up of affairs of, the
Insurance Company or the Policy Holder; the sale, assignment, or transfer of all
or any  material  part of the  assets of the  Insurance  Company  or the  Policy
Holder;  the nonpayment  generally by the Insurance Company or the Policy Holder
of its  debts as they  become  due;  or the  cessation  of the  business  of the
Insurance  Company or the Policy  Holder  (other  than  individuals)  as a going
concern;

     (n) any Commission which is evidenced by a note,  draft,  trade acceptance,
or other  instrument for the payment of money where such  instrument,  document,
chattel paper,  note,  draft,  trade acceptance or other instrument has not been
endorsed and delivered by Borrower to Lender;

     (o) any Commission  which is not payable pursuant to a duly executed Agency
Agreement  which is acceptable to Lender in form and substance and for which, if
Lender  has so  requested,  the  Insurance  Company  has  acknowledged  Lender's
security interest in the Commissions payable thereunder; or

     (p)  any   Commission   in  which   Lender  does  not  have  a   perfected,
first-priority security interest,  subject to no other Lien (other than a junior
Lien in favor of Oak Street).

Lender acknowledges that, in certain circumstances, Borrower may cause insurance
policies  to be  issued  via  one or  more  wholesalers  pursuant  to a  written
agreement between Borrower and the applicable wholesaler.  These wholesalers are
insurance agencies which have contractual arrangements with insurance companies,
and the  wholesalers  pay Borrower a portion of the  commissions  earned by such
wholesalers  in connection  with the polices sold or placed by Borrower.  Lender
may, in its sole discretion,  include as "Eligible  Commissions" the commissions
paid or payable to Borrower under such  arrangements,  and Lender will apply the
standards  set forth above to both the insurance  company  issuing such policies
and the  wholesaler  itself  in  making  such  determination.  In no event  will
commissions paid or payable under any individual  wholesaler  arrangement exceed
5% of total Eligible  Commissions,  and in no event will the aggregate amount of
commissions  paid or payable  under all  wholesaler  arrangements  exceed 20% of
total  Eligible   Commissions.   Borrower   acknowledges  and  agrees  that  the
representations,  warranties and covenants of Borrower with respect to Insurance
Companies,  Insurance Policies, Commissions and Agency Agreements shall apply in
a corresponding  fashion



                                      -4-
<PAGE>

to such wholesaler  arrangements and that Lender has a security  interest in all
amounts paid or payable to Borrower under such arrangements and all other rights
and interests of Borrower in such arrangements.

Lender also  acknowledges  and agrees that, in certain  circumstances,  Borrower
charges fees to its Policy Holders as additional  compensation  to Borrower with
respect  to  the  underlying  Insurance  Policies.   Lender  may,  in  its  sole
discretion,  include  as  "Eligible  Commissions"  the fees paid or  payable  to
Borrower by such Policy Holders under such  arrangements,  and Lender will apply
the  standards   set  forth  above  to  such  Policy   Holders  in  making  such
determination.  Borrower  acknowledges  and  agrees  that  the  representations,
warranties  and  covenants  of Borrower  with  respect to  Insurance  Companies,
Insurance  Policies,   Commissions  and  Agency  Agreements  shall  apply  in  a
corresponding  fashion to such Policy Holder  arrangements and that Lender has a
security  interest  in all  amounts  paid or  payable  to  Borrower  under  such
arrangements   and  all  other   rights  and   interests  of  Borrower  in  such
arrangements.

     "Equipment" means all of Borrower's machinery,  apparatus, equipment, motor
vehicles,  tractors,  trailers,  rolling  stock,  fittings,  fixtures  and other
tangible  personal  property of every kind and  description,  together  with all
parts,  accessories  and special tools and all increases and accessions  thereto
and substitutions and replacements therefor.

     "Expiration  Date" has the  meaning  ascribed to such term in Item 6 of the
Schedule.

     "Expirations"  means all rights and information  which Borrower may have at
any time with respect to Insurance  Policies and Policy Holders which is used or
useful in connection with selling  additional or renewal  Insurance  Policies to
such Policy Holders.

     "GAAP" means  generally  accepted  accounting  principles  set forth in the
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the  Financial   Accounting   Standards   Board  that  are   applicable  to  the
circumstances as of the date of determination and applied on a consistent basis.

     "General  Intangibles"  means all of Borrower's  present and future general
intangibles  and all other  presently  owned or  hereafter  acquired  intangible
personal property of Borrower  (including all Expirations,  payment  intangibles
and any and all  choses  or things  in  action,  goodwill,  patents  and  patent
applications,  tradenames, servicemarks,  trademarks and trademark applications,
copyrights, blueprints, drawings, purchase orders, customer lists, monies due or
recoverable  from pension funds,  route lists,  infringement  claims,  software,
computer  programs,   computer  discs,  computer  tapes,  literature,   reports,
catalogs,  deposit accounts, tax refunds and tax refund claims) other than Goods
and  Accounts,  as well as Borrower's  books and records  relating to any of the
foregoing.

     "Goods" means all of Borrower's  present and hereafter  acquired  goods, as
defined in the UCC, wherever located,  including imbedded software to the extent
included  in "goods" as defined in the UCC,  manufactured  homes,  and  standing
timber that is cut and removed for sale.



                                      -5-
<PAGE>

     "Group One Insurance Policy" means an Insurance Policy which Lender, in its
discretion, designates as a Group One Insurance Policy.

     "Group  Two  Insurance  Policy"  means an  Insurance  Policy  (a)  which is
acquired by Borrower  pursuant to a Permitted  Acquisition  after the  Agreement
Date,  including all renewals  thereof,  (b) any other Insurance Policy which is
related to any book of business acquired by Borrower subsequent to the Agreement
Date, or (c) any other  Insurance  Policy which does not  constitute a Group One
Insurance  Policy.  In the event of any doubt as to whether an Insurance  Policy
constitutes a Group One Insurance Policy or a Group Two Insurance Policy, Lender
shall make such  determination in its discretion.  Lender may, in its discretion
from  time to time,  designate  any Group  Two  Insurance  Policy as a Group One
Insurance Policy,  but Lender reserves the right to reverse any such designation
at any time.

     "Insurance  Company"  means a Person in the  business of issuing  insurance
policies.

     "Insurance  Policy"  means an  insurance  policy for which  Borrower is the
insurance  agent or broker and for which  Borrower  earns a Commission  from the
Insurance Company or wholesaler which issues such policy.

     "Inventory"  means  all of  Borrower's  inventory  as  defined  in the UCC,
together with all of Borrower's  present and future  inventory,  including goods
held for sale or lease or to be furnished under a contract of service and all of
Borrower's  present and future raw materials,  work in process,  finished goods,
shelving and racking upon which the inventory is stored and packing and shipping
materials,  wherever located, and any documents of title representing any of the
above.

     "Level 1 Insurance  Company"  means an  Insurance  Company with a financial
strength rating of B+ or better, or that rating corresponding to a very good, an
excellent or a superior  descriptor,  by A.M.  Best Company,  Inc.  Although the
California State Compensation  Insurance Fund is not rated by A.M. Best Company,
Inc., such Insurance Company shall,  unless Lender  determines  otherwise at any
time in its discretion, constitute a Level 1 Insurance Company.

     "Level 2 Insurance  Company"  means an  Insurance  Company with a financial
strength rating of B- or B, or that rating  corresponding  to a fair descriptor,
by A.M. Best Company, Inc.

     "Lien" means any  security  interest,  security  title,  mortgage,  deed to
secure debt, deed of trust,  lien,  pledge,  charge,  conditional  sale or other
title retention  agreement,  or other  encumbrance of any kind in respect of any
property,  including the interest of each lessor under any capitalized lease and
the interest of any bondsman under any payment or performance bond, in, of or on
any assets or  properties of a Person,  whether now owned or hereafter  acquired
and whether arising by agreement or operation of law.

     "Loan  Documents"  means,  collectively,   this  Agreement  and  any  other
agreements,  instruments,  certificates  or  other  documents  entered  into  in
connection with this Agreement, including collateral documents, letter of credit
agreements, security agreements, pledges,



                                      -6-
<PAGE>

guaranties, mortgages, deeds of trust, assignments and subordination agreements,
and any other agreement executed by Borrower, any other Obligor or any Affiliate
of Borrower or any other Obligor pursuant hereto or in connection herewith.

     "Negotiable  Collateral" means all of Borrower's present and future letters
of  credit,  advises of  credit,  notes,  drafts,  instruments,  and  documents,
including,  without limitation,  bills of lading, leases, and chattel paper, and
Borrower's books and records relating to any of the foregoing.

     "Oak Street"  means Oak Street  Funding LLC, an Indiana  limited  liability
company, and its successors and assigns.

     "Oak Street Credit  Agreement" means that certain Credit Agreement  between
Borrower and Oak Street dated as of March 19, 2004, as amended from time to time
with the written consent of Lender.

     "Oak  Street  Intercreditor  Agreement"  means that  certain  Intercreditor
Agreement dated as of the Agreement Date between Lender and Oak Street.

     "Oak Street Loan Documents"  means the Oak Street Credit Agreement and each
guaranty,  note,  security agreement and other instrument and agreement executed
and/or delivered in connection therewith.

     "Oak  Street   Obligations"   means  all   indebtedness,   obligations  and
liabilities of Borrower to Oak Street under or in connection with the Oak Street
Loan Documents.

     "Obligations"  means  all  indebtedness,  obligations  and  liabilities  of
Borrower to Lender and its Affiliates of every kind and  description,  direct or
indirect, secured or unsecured, joint or several, absolute or contingent, due or
to become due, including any overdrafts, whether for payment or performance, now
existing or hereafter arising, whether presently contemplated or not, regardless
of how the same arise, or by what instrument, agreement or book account they may
be evidenced, or whether evidenced by any instrument, agreement or book account,
including,  but not limited to, all loans  (including any loan by  modification,
renewal  or   extension),   all   indebtedness   arising  from  any   derivative
transactions,  all  undertakings to take or refrain from taking any action,  all
indebtedness,  liabilities  or  obligations  owing from Borrower to others which
Lender may have  obtained by  purchase,  negotiation,  discount,  assignment  or
otherwise, and all interest,  taxes, fees, charges, expenses and attorney's fees
(whether or not such attorney is a regularly  salaried employee of Lender or any
of its  Affiliates)  chargeable  to Borrower  or  incurred by Lender  under this
Agreement or any other document or instrument delivered in connection herewith.

     "Obligor" has the meaning set forth in Section 13(a).

     "Parent"  means  Anthony  Clark  International  Insurance  Brokers  Ltd., a
corporation organized under the laws of the Province of Alberta.



                                      -7-
<PAGE>

     "Permitted Acquisition" means an acquisition of Insurance Policies and/or a
new book of business by Borrower  to which  Lender has  consented  in advance in
writing  following  Borrower's  request  for such  consent  and the  delivery by
Borrower to Lender of all relevant  information  with  respect to such  proposed
acquisition.

     "Permitted Liens" means (a) Liens or charges for current taxes, assessments
or other governmental charges which are not delinquent or remain payable without
any penalty,  or the validity of which is contested in good faith by appropriate
proceedings  upon stay of  execution  of the  enforcement  thereof and for which
appropriate reserves have been established in accordance with GAAP; (b) deposits
or pledges to secure (i) statutory obligations,  (ii) surety or appeal bonds, or
(iii) bonds for release of  attachment,  stay of  execution or  injunction;  (c)
statutory Liens on property arising in the ordinary course of business which, in
the aggregate,  do not materially  impair the use of such property or materially
detract from the value of such  property;  (d) Liens  existing on the  Agreement
Date and  described on Item 2 of the Schedule;  (e) Liens on Equipment  securing
all or part of the purchase price of such Equipment; provided, however, that (i)
such Lien is created  contemporaneously  with the acquisition of such Equipment,
(ii) such Lien attaches only to the specific items of Equipment so acquired, and
(iii)  such  Lien  secures  only  the  indebtedness  incurred  to  acquire  such
Equipment;  (f)  Liens  in  favor  of Oak  Street  so  long  as the  Oak  Street
Intercreditor  Agreement  is in full force and  effect  and no  dispute  between
Lender and Oak Street exists thereunder; and (g) Liens in favor of Lender.

     "Person" means an individual,  corporation,  partnership, limited liability
company,  association,  trust,  unincorporated  organization,  government or any
agency or political subdivision thereof, or any other entity.

     "Policy Holder" means the owner of any Insurance Policy.

     "Subordinated  Debt" means all of the indebtedness  owed by Borrower to any
other  Person,  the repayment of which is  subordinated  to the repayment of the
Obligations  pursuant  to the terms of a  subordination  agreement  approved  by
Lender in its reasonable discretion.

     "Support Party" means Primo Podorieszach,  Tony Consalvo,  John Kabaker and
any other Person that executes a validity  guaranty and/or support  agreement in
favor of Lender in connection with the Obligations.

     "Trailing  Twelve  Month  Eligible  Commissions"  means,  as of any date of
determination, the amount of Eligible Commissions actually paid to Borrower over
the immediately  preceding  one-year  period,  measured from the last day of the
calendar month most recently ended.

     "UCC" means the Uniform Commercial Code, as in effect from time to time, of
the State of Georgia or of any other  state the laws of which are  required as a
result  thereof to be  applied in  connection  with the issue of  perfection  of
security interests;  provided, that to the extent that the UCC is used to define
any term herein or in any other  documents and such term is defined



                                      -8-
<PAGE>

differently  in different  Articles or Divisions of the UCC, the  definition  of
such term contained in Article or Division 9 shall govern.

     Other  Definitional  Provisions.   References  to  the  "Schedule"  or  any
"Section"  or  "Exhibit"  refer  to  the  Schedule  or  a  section  or  exhibit,
respectively,  of this Agreement unless otherwise  specifically provided. Any of
the terms defined in Section 1 may, unless the context  otherwise  requires,  be
used  in the  singular  or  the  plural  depending  on the  reference.  In  this
Agreement:  words  importing  any gender  include the other  genders;  the words
"including",  "includes"  and  "include"  shall be deemed to be  followed by the
words  "without  limitation";  references  to agreements  and other  contractual
instruments shall be deemed to include subsequent amendments,  assignments,  and
other modifications thereto, but only to the extent such amendments, assignments
and other  modifications  are not  prohibited  by the  terms of this  Agreement;
references to any Person  includes  their  respective  permitted  successors and
assigns or people succeeding to the relevant functions of such Persons;  any and
all terms  which are  defined  in the UCC and are not  defined  herein  shall be
construed and defined in accordance  with the definition of such terms under the
UCC;  all  references  to statutes  and related  regulations  shall  include any
amendments  of  same  and  any  successor  statutes  and  regulations;  and  all
references to time of day shall refer to Atlanta,  Georgia time.  All references
to "dollars"  and "$" refer to United  States  dollars,  and all  financial  and
collateral  reporting  hereunder  shall  be  in  United  States  dollars  unless
otherwise provided.

     2. Borrowing.

     (a)  Amount  Available  to Be  Borrowed.  From  time to time  Borrower  may
request,  and Lender  will,  subject to the other terms and  conditions  of this
Agreement,  lend to Borrower up to an amount equal to the Borrowing  Base at any
time.  Borrowed  amounts  that are repaid may be  reborrowed  upon the terms and
conditions of this Agreement.

     (b)  Standards.  Lender will  determine  eligibility  and the loan value of
Collateral, in its sole discretion, consistent with Lender's experience, prudent
business  judgment and  standards of  commercial  reasonableness  applicable  to
asset-based  credits and in good faith. Any loans requested by Borrower and made
by Lender or at any time  outstanding  in  excess of the  Borrowing  Base or any
other limitation set forth in this Agreement will,  nevertheless,  be subject to
the terms of this Agreement, will constitute Obligations for all purposes and be
entitled to the benefits of the Collateral.

     (c) Persons  Authorized to Request Loans.  Borrower  hereby  authorizes and
directs  Lender to make loan  advances to or for the  benefit of  Borrower  upon
receipt  of  instructions  from  any  of the  persons  listed  on  Item 3 of the
Schedule.  Lender  shall have no liability  whatsoever  to Borrower or any other
Person  for acting  upon any such  instructions  which  Lender,  in good  faith,
believes were given by any such person, and Lender shall have no duty to inquire
as to the propriety of any disbursement. Lender is hereby authorized to make the
loans  provided  for  herein  based  on  instructions   received  by  facsimile,
electronic  mail,  telephone or other method of  communication  from any of such
persons.  Although  Lender  shall  make a  reasonable  effort to  determine  the
person's  identity,   Lender  shall  not  be  responsible  for  determining  the
authenticity of any such instructions, and Lender may act on the instructions of
anyone  it  perceives  to be one of the



                                      -9-
<PAGE>

persons  authorized to request loans  hereunder.  Lender shall have the right to
accept the instructions of any of the foregoing  persons unless and until Lender
actually  receives from Borrower (in  accordance  with the notice  provisions of
this  Agreement)  written notice of termination of the authority of that person.
Borrower may change  persons  designated to give Lender  borrowing  instructions
only by delivering to Lender written notice of such change. Borrower will ensure
that each  telephone  instruction  from any person  designated in or pursuant to
this  paragraph  shall be  followed by written  confirmation  of the request for
disbursement  in such form as Lender makes  available  to Borrower  from time to
time for such purpose;  provided,  however,  that Borrower's  failure to provide
written  confirmation  of any telephonic  instruction  shall not invalidate such
telephonic instruction.

     (d)  Application of  Remittances.  Borrower will use only invoices in forms
that Lender has  approved,  and  Borrower's  billings on such  invoices  will be
conclusive  evidence  of  assignment  and  transfer  hereunder  to Lender of the
Accounts  represented  thereby,  whether  or not  Borrower  executes  any  other
instrument with regard to any specific Account. Borrower will cause the proceeds
of Accounts to be forwarded by all Customers directly to a lockbox designated by
Lender.  Such lockbox shall be  maintained by Fleet Bank,  N.A. and all payments
received in such lockbox  shall be deposited in a bank account in Lender's  name
at Fleet Bank,  N.A. for  application to the  Obligations.  Notwithstanding  the
foregoing,  with  respect  to  amounts  billed by  Borrower  to Policy  Holders,
Borrower may cause such payments to be made  directly to Borrower.  In the event
that the Commission  portion of such payments made directly to Borrower which is
held in any trust account of Borrower's  exceeds  $75,000 at any time,  Borrower
shall  promptly  forward such excess to the lockbox  designated  by Lender.  All
checks or other  remittances  received by Borrower for  application  to Accounts
will be received by Borrower in trust for Lender, and Borrower will turn over to
Lender  the  identical  remittances  as  speedily  as  possible,   appropriately
endorsed,  if necessary.  As compensation to Lender for delays in the collection
and  clearance  of  such  checks,  Borrower  agrees  to  pay  interest  on  each
remittance,  including wire transfers, from the date of Lender's receipt thereof
plus  the  number  of days  set  forth  on Item 4 of the  Schedule  at the  rate
applicable  to loans  outstanding  hereunder,  as set forth in  Section 3 below.
Borrower will account fully and  faithfully for and promptly pay or turn over to
Lender  proceeds in whatever form received of the sale or other  disposition  of
any  Collateral,   and  Borrower  agrees  that  the  inclusion  of  proceeds  in
"Collateral"  will not be deemed  to mean that  Lender  consents  to  Borrower's
disposition  of  Collateral  other  than in  accordance  with the  terms of this
Agreement.

     (e)  Conditions  to Obligation to Make Loans.  Borrower  acknowledges  that
Lender's  obligation  to make loans to Borrower  (or to issue or create or cause
the  issuance or creation  by Lender or its  Affiliates  of letters of credit or
acceptances  for  Borrower's  account)  is  subject to the  following  terms and
conditions:

          (i) Lender has no  obligation  to make the initial loan to Borrower or
to  extend  any other  financial  accommodation  to  Borrower  unless  and until
Borrower  delivers to Lender, in form and substance  reasonably  satisfactory to
Lender, each agreement,  instrument,  legal opinion and other document specified
on Item 5 of the Schedule.



                                      -10-
<PAGE>

          (ii)  Lender's  obligation  to make any loans to  Borrower  and extend
other  financial  accommodations  to Borrower  (including  the initial loans) is
subject  to the  conditions  that,  as of the  date of any  such  loan or  other
accommodation,  no Default will have occurred and be continuing hereunder, there
will have occurred no material adverse change in Borrower's  financial condition
or operations or in  Borrower's  business  prospects as compared to the state of
facts  existing  on the  Agreement  Date,  and  Borrower's  representations  and
warranties set forth in this Agreement  (including any amendment,  modification,
supplement  or  extension  hereof)  will be true  and  correct  in all  material
respects  as if made on and as of the date of each  subsequent  credit  request.
Each request for a borrowing or other financial  accommodation  by Borrower will
be  deemed  to  be  a  reaffirmation  of  each  of  Borrower's   warranties  and
representations hereunder.

     (f) Repayment of Loans. Upon a Default, Borrower will repay upon demand all
of the  Obligations.  If no demand is  earlier  made,  Borrower  will  repay all
Obligations in full,  without  demand or notice,  on the last day of the term of
this Agreement (as provided in clause (g) below). If at any time for any reason,
the aggregate  outstanding  principal  amount of all loans exceeds the Borrowing
Base or any other limitation on the amount  available to be borrowed  hereunder,
Borrower  will  immediately,  without  notice or demand,  repay the  outstanding
principal amount of the loans,  together with accrued and unpaid interest on the
amount repaid, in an amount equal to such excess.

     (g) Maturity.  This  Agreement  will continue in full force and effect from
the  Agreement  Date until the  termination  date  provided for in Item 6 of the
Schedule.

     (h) Voluntary  Termination.  Borrower may terminate  this  Agreement at any
time upon 90 days' prior written notice to Lender. On the date specified in such
notice,  termination will be effective,  so long as Borrower has paid to Lender,
in same day funds,  an amount  equal to the  aggregate  principal  amount of all
loans  outstanding on such date,  together with accrued  interest  thereon,  the
originals of all letters of credit and bankers  acceptances,  if any,  issued or
created by Lender or any of its  Affiliates  for  Borrower's  account  have been
returned for  cancellation  or have been presented and paid by Borrower or other
arrangements  satisfactory  to Lender  have  been  made,  all other  Obligations
outstanding and unpaid have been paid in full in cash, and Borrower has provided
Lender an  indemnification  agreement  satisfactory  to Lender  with  respect to
returned and dishonored items and such other matters as Lender shall require.

     (i) Termination on Default. Notwithstanding the foregoing, should a Default
occur and be continuing,  Lender will have the right to terminate this Agreement
at any time without notice.

     (j) Survival.  Notwithstanding  termination, all the terms, conditions, and
provisions hereof (including  Lender's security interest in the Collateral,  but
excluding  any  obligations  of  Lender  hereunder)  will  continue  to be fully
operative until all Obligations  have been fully disposed of,  concluded,  paid,
satisfied, and liquidated.

     (k)  Payments  as Loans.  Borrower's  failure  to pay any  amount  due from
Borrower under this Agreement or any other Loan Document, whether for principal,
interest, fees, premiums, costs, expenses or otherwise,  shall be deemed to be a
request by Borrower for a loan



                                      -11-
<PAGE>

hereunder,  and Lender may charge  Borrower's  loan account for any such amount.
Additionally,  if Lender  determines in its discretion that extensions of credit
are  necessary to protect the  Collateral,  Lender is hereby  authorized to make
such extensions of credit and charge them to Borrower's loan account.

     3. Interest and Fees.

     (a)  Interest on Loans.  Borrower  will pay Lender or, at Lender's  option,
Lender may charge  Borrower's  loan account with,  interest on the average daily
net principal  amount of loans  outstanding  hereunder,  calculated  monthly and
payable on the first day of each  calendar  month,  at a rate  (computed  on the
basis of the actual number of days elapsed over a year of 360 days) equal to sum
of the Prime Rate plus the interest margin  specified in Item 7 of the Schedule.
The "Prime Rate" is, at any time,  the rate of interest noted in The Wall Street
Journal, Money Rates section, as the "Prime Rate" (currently defined as the base
rate on  corporate  loans  posted by at least 75% of the  nation's  thirty  (30)
largest  banks).  In the event that The Wall Street Journal quotes more than one
rate, or a range of rates, as the Prime Rate, then the Prime Rate shall mean the
average of the quoted rates. In the event that The Wall Street Journal ceases to
publish a Prime Rate,  then the Prime Rate shall be the average of the three (3)
largest U.S. money center commercial banks, as determined by Lender.  The "Prime
Rate" may not be the lowest or best rate at which Lender calculates  interest or
extends credit.  Any change in the Prime Rate shall be effective for purposes of
calculating interest hereunder as of the date of such change.

     (b) Default  Interest.  To the extent permitted by law and without limiting
any other right or remedy of Lender hereunder, whenever there is a Default under
this  Agreement,  the rate of  interest on the unpaid  principal  balance of the
Obligations  shall, at the option of Lender,  be increased by adding the default
margin  identified on Item 8 of the Schedule to the interest  rate  otherwise in
effect  hereunder.  Lender may charge such default  interest rate  retroactively
beginning on the date the applicable Default first occurred or existed. Borrower
acknowledges  that: (i) such additional rate is a material  inducement to Lender
to make the loans described herein; (ii) Lender would not have made the loans in
the absence of the agreement of Borrower to pay such additional rate; (iii) such
additional  rate represents  compensation  for increased risk to Lender that the
loans will not be repaid;  and (iv) such rate is not a penalty and  represents a
reasonable  estimate of (A) the cost to Lender in allocating its resources (both
personnel and financial) to the ongoing review,  monitoring,  administration and
collection  of the loans,  and (B)  compensation  to Lender for losses  that are
difficult to ascertain.  In the event of termination of this Agreement by either
party  hereto,  Lender's  entitlement  to this  charge will  continue  until all
Obligations are paid in full.

     (c) Fees.  Borrower  will pay to Lender the fees set forth in Item 9 of the
Schedule.

     (d) No Usury. Borrower acknowledges that Lender does not intend to reserve,
charge or collect interest on money borrowed under this Agreement at any rate in
excess of the rates  permitted by applicable  law and that,  should any interest
rate provided for in this Agreement exceed the legally permissible  rate(s), the
rate  will  automatically  be  reduced  to  the  maximum  rate  permitted  under
applicable  law. If Lender should collect any amount from Borrower  which, if it



                                      -12-
<PAGE>

were interest, would result in the interest rate charged hereunder exceeding the
maximum rate permitted by applicable  law, such amount will be applied to reduce
principal of the Obligations or, if no Obligations remain  outstanding,  will be
refunded to Borrower.

     (e) Monthly  Statements.  Lender will render a statement  to Borrower  each
month for loans,  payments,  and other transactions  pursuant to this Agreement,
and such  statement  rendered by Lender will be binding  upon  Borrower  (in the
absence of manifest  error) unless Lender is notified in writing to the contrary
within 30 days after the date such statement is rendered.

     4. Representations and Warranties of Borrower.

     (a)  Authority,  Compliance  with Laws,  Litigation,  No  Material  Adverse
Change,  Etc.  Borrower  represents  and warrants to Lender that: (i) Borrower's
exact legal name, type of organization, state of organization and organizational
identification  number  are  fully  and  accurately  set forth on Item 10 of the
Schedule,  and Borrower is duly organized and validly existing under the laws of
such state of  organization;  (ii) the execution,  delivery,  and performance of
this  Agreement  and the other Loan  Documents are within  Borrower's  corporate
powers,  have  been  duly  authorized,  do not  violate  Borrower's  constituent
documents,  any law or  regulation,  including  without  limitation,  any law or
regulation  relating  to  occupational  health and safety or  protection  of the
environment, applicable to Borrower, or any indenture, agreement, or undertaking
to which  Borrower  is a party or by which  Borrower or  Borrower's  property is
bound;  (iii) this Agreement and the other Loan Documents to which Borrower is a
party  constitute  valid,  binding and  enforceable  obligations  of Borrower in
accordance with the terms hereof and thereof,  except as  enforceability  may be
limited by bankruptcy,  insolvency,  fraudulent conveyance,  moratorium or other
similar  laws  applicable  to  creditors'   rights  generally  or  by  generally
applicable  equitable principles affecting the enforcement of creditors' rights;
(iv) Borrower has no subsidiaries or other investments in other Persons,  except
as set forth on Item 11 of the  Schedule;  (v) Borrower is in  compliance in all
material  respects with all laws, rules and regulations  applicable to Borrower,
including laws, rules or regulations  concerning the  environment,  occupational
health and safety and pensions or other  employee  benefits,  and  including all
applicable insurance, laws and regulations;  (vi) except as set forth on Item 12
of the  Schedule,  there  is no  litigation  or  investigation  pending  against
Borrower (or, so far as Borrower is aware, threatened) which, if it were decided
adversely to Borrower,  could  reasonably be expected to have a material adverse
effect on Borrower,  Borrower's financial or operational condition or Borrower's
prospects (taking into account any insurance coverage that has been acknowledged
by the  insurer);  (vii)  other  than (A)  debt  that is to be  repaid  from the
proceeds of the first advance hereunder, (B) the Oak Street Obligations, and (C)
as set forth on Item 13 of the  Schedule,  Borrower is not indebted to any other
Person for money  borrowed,  nor has Borrower  issued any guaranty of payment or
performance  by any  other  Person;  (viii)  since  the  date  of the  financial
statements  of Borrower  most  recently  delivered to Lender,  there has been no
material  adverse  change  in  Borrower's  business,   Borrower's  financial  or
operational  condition or Borrower's business  prospects;  and (ix) Borrower is,
and after  giving  effect to the  initial  loans  under this  Agreement  and the
application  of the  proceeds of such loans  Borrower  will be,  solvent and has
sufficient revenues to pay Borrower's  obligations as they come due and adequate
capital with which to conduct Borrower's business.



                                      -13-
<PAGE>

     (b) Title to Assets,  Other  Collateral  Matters.  Borrower  represents and
warrants to Lender  that:  (i)  Borrower  has good and  marketable  title to the
Collateral,  free of all Liens  except for  Permitted  Liens,  and no  financing
statement,  mortgage,  notice of Lien, deed of trust, security agreement, or any
other agreement or instrument  creating or giving notice of any Lien against any
of the Collateral has been signed,  authorized or delivered by Borrower,  except
in Lender's favor or with respect to Permitted  Liens;  (ii) with regard to each
Commission,  except as set forth on a Borrowing Base Certificate  including such
Commission: (A) the Insurance Policy and Agency Agreement shall be in full force
and effect;  and (B) no dispute with the Insurance  Company or the Policy Holder
will exist in any respect, including, without limitation,  disputes as to price,
terms, or warranties,  and claims of set-off,  release from liability or defense
based  upon  any  act  of God  or a  public  enemy  or  war  or  because  of the
requirements of law or of rules, orders, or regulations having the force of law;
(iii) all Insurance  Policies  meet all  applicable  governmental  standards and
comply with  applicable  laws;  (iv)  Borrower  has all  necessary  licenses and
governmental  approvals  (including insurance licenses) necessary or appropriate
to operate  Borrower's  business in each state in which  Borrower does business;
(v) all Equipment is in good  condition  and state of repair,  ordinary wear and
tear  excepted;  (vi) in the past five years,  except as set forth on Item 14 of
the Schedule (A)  Borrower  has not used any other  legal,  trade or  fictitious
names,  and (B) Borrower has not been a party to any merger or purchased  assets
from any other Person other than in the ordinary  course of business;  and (vii)
each of Borrower's chief executive  office and principal place of business,  all
Inventory,  all  Equipment,  all books and records and all other  Collateral  is
located at the  addresses  (including  the  county)  set forth on Item 15 of the
Schedule  and has not been  located at any other  location  during the five year
period prior to the Agreement Date.

     (c) Ownership  Structure.  Borrower represents and warrants that Item 16 of
the  Schedule  accurately  describes  the  ownership of  Borrower's  outstanding
capital stock.

     (d) Agency Agreements.  Borrower has provided to Lender a true, correct and
complete copy of the Agency  Agreements  existing as of the Agreement Date which
represent at least 75% of Borrower's  Commission revenue for the one-year period
immediately  preceding the Agreement Date, together with all amendments thereto.
Each such Agency  Agreement  is in full force and effect and no default or event
of default exists by Borrower or the Insurance Company party thereto.

     (e) Additional Representations.  Borrower represents and warrants to Lender
that: (i) Borrower is not engaged as one of Borrower's  principal  activities in
owning,  carrying or  financing  the  purchase or ownership by others of "margin
stock" (as  defined in  Regulation  U of the Board of  Governors  of the Federal
Reserve System); (ii) Borrower owns no real property and leases no real property
other  than as  listed on Item 17 of the  Schedule;  (iii) a true,  correct  and
complete list of any warehousemen,  processors, consignees or other bailees with
possession  or control of any Inventory is set forth on Item 17 of the Schedule;
and  (iv) a list  and  brief  description  of all bank  accounts  maintained  by
Borrower with any bank or financial  institution  is set forth on Item 18 of the
Schedule.



                                      -14-
<PAGE>

     5. Collateral.

     (a) Grant of Security  Interest.  To induce Lender to accept this Agreement
and to make loans to Borrower from time to time pursuant to its terms,  Borrower
hereby grants to Lender,  for itself and as agent for any Affiliate of Lender, a
security interest in, and assigns,  mortgages and pledges to Lender,  for itself
and as agent for any  Affiliate of Lender,  all of Borrower's  right,  title and
interest  in and to  all of  Borrower's  property,  whether  real  or  personal,
tangible or intangible,  now owned or existing or hereafter acquired or arising,
including all of the following (collectively, the "Collateral"):

          (i) all Accounts, Inventory, Equipment, Goods, General Intangibles and
     Negotiable Collateral;

          (ii) all investment  property,  securities and securities accounts and
     financial assets, as well as all bank and depository accounts;

          (iii) all chattel paper (whether  tangible or electronic) and contract
     rights (including all of Borrower's rights to receive Commissions under all
     Agency Agreements);

          (iv) all guaranties,  collateral,  Liens on real or personal property,
     leases, letters of credit, letter-of-credit rights, supporting obligations,
     and all other  rights,  agreements,  and  property  securing or relating to
     payment of Accounts or any other Collateral;

          (v) all documents,  books and records relating to any Collateral or to
     Borrower's business;

          (vi)  all  other  property  of  Borrower's  now  or  hereafter  in the
     possession  or control of Lender or any of Lender's  Affiliates  (including
     cash,  money,  credits and balances of Borrower  held by or on deposit with
     Lender or any Affiliate of Lender);

          (vii) all other assets of Borrower or any guarantor of the Obligations
     in which Lender  receives a security  interest to secure all or part of the
     Obligations or which hereafter come into the possession, custody or control
     of Lender or any Affiliate of Lender;

          (viii) all of Borrower's  commercial tort claims listed on (A) Item 19
     of the Schedule (which Borrower represents and warrants is a true, accurate
     and complete  list of all of  Borrower's  commercial  tort claims as of the
     Agreement  Date) or (B) any other  writing  provided to Lender  pursuant to
     Section 7(g); and

          (ix) all proceeds  and  products of all of the  foregoing in any form,
     including  amounts payable under any policies of insurance  insuring all or
     any of the  foregoing  against  loss or  damage,  all  parts,  accessories,
     attachments,  special tools,  additions,  replacements,  substitutions  and
     accessions  to or for  all or any of the  foregoing,  all  condemnation  or
     requisition  payments  with respect to all or any of the  foregoing and all
     increases and profits received from all or any of the foregoing.



                                      -15-
<PAGE>

     (b) Obligations. Such grant, assignment,  mortgage and transfer is made for
the purpose of securing and the  Collateral  secures and will continue to secure
all of the Obligations.

     6.  Financial  Covenants.  Borrower shall comply with each of the financial
covenants set forth on Item 20 of the Schedule.

     7. Collateral Covenants.

     (a)  Accounts.  Borrower  will  notify  Lender  promptly  of and settle all
disputes with each Customer and Policy Holder,  but, if Lender so elects while a
Default exists,  Lender will have the right at all times to settle,  compromise,
adjust, or litigate all such disputes directly with the Customer,  Policy Holder
or other  complainant  upon such terms and conditions as Lender deems  advisable
without incurring  liability to Borrower for Lender's  performance of such acts.
All of Borrower's  books and records  concerning  Commissions and other Accounts
and a copy of Borrower's general ledger will be maintained at one or more of the
locations set forth on Item 15 of the Schedule.  All Commissions included on any
Borrowing Base  Certificate  will be, except as indicated on such Borrowing Base
Certificate  or  subsequently  in  writing  to  Lender,  bona fide and  existing
obligations  of  Insurance  Companies  arising out of the  issuance of Insurance
Policies in the ordinary  course of Borrower's  business,  owned by and owing to
Borrower  without  defense,  setoff or  counterclaim,  and will be  subject to a
perfected,  first-priority  security interest in Lender's favor and will be free
and clear of all other Liens  (other than a junior Lien in favor of Oak Street).
Borrower  shall  not  permit  any  Commission  to be  included  as an  "Eligible
Insurance  Commission"  under the Oak Street  Credit  Agreement at the same time
that such Commission is included as an Eligible Commission  hereunder.  Borrower
acknowledges  and agrees  that Oak Street and  Lender  will be  advancing  loans
against the value of similar types of Collateral, and Borrower agrees to provide
such  information  as Lender  and/or Oak Street may request from time to time in
order to confirm  that  neither  Lender nor Oak Street is making  loan  advances
against  the  value  of a  Commission  in  which  such  lender  does  not have a
first-priority security interest.

     (b)  Inventory.  All  Inventory  will at all times be located at one of the
Inventory locations set forth on Item 15 of the Schedule as the current location
of Borrower's chief executive office or a current location of other  Collateral,
will be subject to a  perfected,  first-priority  security  interest in Lender's
favor and will be free and clear of all other Liens, other than Permitted Liens.
Sales of Inventory will be made in compliance with all material  requirements of
applicable law.

     (c)  Equipment.  Borrower  will  maintain all  Equipment  used or useful in
Borrower's  business  in good and  workable  condition,  ordinary  wear and tear
excepted,  subject to a perfected,  first-priority security interest in Lender's
favor and free and clear of all other Liens (other than Permitted Liens), at one
of the locations set forth on Item 15 of the Schedule as the current location of
Borrower's chief executive office or a current location of other Collateral.

     (d)  Defense  of  Title.  All  Collateral  will at all  times  be  owned by
Borrower,  and Borrower will defend  Borrower's title to the Collateral  against
the  claims of third  parties.  Borrower  will at all times  keep  accurate  and
complete records of the Collateral.



                                      -16-
<PAGE>

     (e) Perfection;  Further Assurances.  Borrower will give Lender at least 30
days'  prior  written  notice  of  any  change  in  Borrower's  name,  state  of
organization or organizational identification number, any change in the location
of Borrower's  principal place of business or chief executive office, any change
in the locations of Borrower's  Inventory or Equipment  and any  acquisition  by
Borrower of any interest in real property. Borrower will, at Borrower's expense,
promptly  execute and deliver from time to time at Lender's  request and pay the
costs of  filing  such  additional  financing  statements,  mortgages,  or other
evidences  of Liens as may be  necessary  or  desirable  to perfect or  continue
perfection of Lender's security interest in Borrower's  property or, at Lender's
request, to create and perfect a Lien on newly acquired real property.  Borrower
will use all reasonable  efforts to obtain from any landlord,  warehouseman,  or
other third party  operator  of premises on which any  Collateral  is located an
acceptable Lien waiver or subordination agreement in Lender's favor with respect
to such  Collateral.  All  Collateral  is and will  continue  to be,  except  as
expressly  consented to by Lender,  personal property and will not, by reason of
attachment  or  connection  to any  realty,  either  become or be deemed to be a
fixture  or  appurtenance  to such  realty  and  will at all  times  be  readily
removable  without  material  damage  to any  realty.  In  the  event  that  any
Collateral,  including  proceeds,  is  evidenced  by or consists  of  Negotiable
Collateral,  Borrower  shall,  immediately  upon written  request  therefor from
Lender  (but  subject  to  the  rights  of  Oak  Street  under  the  Oak  Street
Intercreditor Agreement),  endorse and assign such Negotiable Collateral over to
Lender and deliver actual  physical  possession of the Negotiable  Collateral to
Lender.  Borrower  shall at any time and from time to time  take  such  steps as
Lender  may  request  for Lender  (i) to obtain an  acknowledgment,  in form and
substance  satisfactory to Lender, of any bailee having possession of any of the
Collateral  that such bailee holds such  Collateral  for Lender,  (ii) to obtain
"control" of any investment property, deposit accounts,  letter-of-credit rights
or electronic  chattel  paper in accordance  with Article 9 of the UCC, with any
agreements  establishing  control to be in form and  substance  satisfactory  to
Lender,  and (iii) otherwise to insure the continued  perfection and priority of
Lender's  security  interest in any of the Collateral and of the preservation of
its rights therein.

     (f)  Insurance.  Borrower will obtain and maintain in full force and effect
insurance  covering the Collateral  against all risks to which the Collateral is
exposed,  including loss, damage, fire, theft, and all other such risks, in such
amounts,  with such  companies,  under such policies and in such form as will be
satisfactory to Lender, which policies will name Lender as an additional insured
and provide that loss thereunder will be payable to Lender as Lender's interests
may appear upon a loss payee endorsement  acceptable to Lender.  All proceeds of
any such  insurance will be paid over to Lender  directly,  and Lender may apply
such proceeds to payment of the  Obligations,  whether or not due, in such order
of application as Lender determines or, in Lender's sole discretion,  apply such
proceeds, in whole or in part, to the replacement,  restoration or rebuilding of
the lost or damaged property.  Borrower will provide to Lender from time to time
certificates  showing  such  coverage in effect and,  at Lender's  request,  the
underlying policies.

     (g)  Commercial  Tort  Claims.  If  Borrower  shall at any time  acquire  a
commercial  tort claim,  Borrower shall  immediately  notify Lender in a writing
signed by Borrower of the details  thereof and grant to Lender in such writing a
security  interest  therein and in the proceeds



                                      -17-
<PAGE>

thereof,  all upon the terms of this Agreement,  with such writing to be in form
and substance satisfactory to Lender.

     (h) Financing Statements. Lender may at any time and from time to time file
financing  statements,  continuation  statements  and  amendments  thereto  that
describe the  Collateral as "all assets" of Borrower or words of similar  effect
and which contain any other  information  required by Part 5 of Article 9 of the
UCC for the sufficiency or filing office acceptance of any financing  statement,
continuation   statement  or  amendment,   including   whether  Borrower  is  an
organization,  the  type of  organization  and any  organization  identification
number issued to Borrower.  Borrower  agrees to furnish any such  information to
Lender  promptly  upon  request.  Any such  financing  statements,  continuation
statements or amendments  may be signed by Lender on behalf of Borrower or filed
by Lender  without the signature of Borrower and may be filed at any time in any
jurisdiction.  Borrower  acknowledges  that it is not  authorized  to  file  any
financing  statement or amendment or  termination  statement with respect to any
financing  statement  naming  Borrower  as the debtor and Lender as the  secured
party without the prior written  consent of Lender,  and Borrower agrees that it
shall not do so without the prior written consent of Lender.

     8. Negative Covenants.

     (a) No Merger. Borrower will not merge or consolidate with any other Person
or sell, transfer, lease, abandon, or otherwise dispose of a substantial portion
of Borrower's  assets or any of the Collateral or any interest  therein,  except
that,  so long as no Default has occurred and is  continuing,  Borrower may sell
Inventory in the ordinary course of Borrower's business.

     (b) No Debt or Liens; Taxes.  Borrower will not obtain or attempt to obtain
from any Person  other  than  Lender any  loans,  advances,  or other  financial
accommodations  or  indebtedness  of any kind,  nor will Borrower enter into any
direct or indirect guaranty of any obligation of another Person,  other than (i)
Subordinated  Debt,  (ii) the Oak Street  Obligations in an aggregate  principal
amount not to exceed  $15,000,000,  and (iii)  indebtedness  in connection  with
purchase  money security  interests  constituting  Permitted  Liens (and capital
leases) not to exceed, in aggregated  principal amount,  the amount set forth on
Item 21 of the Schedule at any one time  outstanding.  Borrower  will not permit
any of Borrower's  assets to be subject to any Lien other than Permitted  Liens.
Borrower shall pay when due (or before the  expiration of any extension  period)
any tax or other  assessment  (including all required  payments or deposits with
respect to  withholding  taxes),  and  Borrower  will,  upon  request by Lender,
promptly furnish Lender with proof satisfactory to Lender that Borrower has made
such payments and deposits.

     (c) No Distributions. Borrower will not retire, repurchase or redeem any of
Borrower's capital stock or other ownership interest in Borrower, nor declare or
pay any dividend in cash or other property (other than additional capital stock)
to Parent or any other owner or holder of any of Borrower's capital stock.

     (d) No  ERISA  Liabilities.  Borrower  will  make  timely  payments  of all
contributions  required to meet the minimum  funding  standards  for  Borrower's
employee benefit plans subject to the Employee Retirement Income Security Act of
1974 (as amended,  "ERISA") and will promptly report to Lender the occurrence of
any reportable event (as defined in ERISA) and any



                                      -18-
<PAGE>

giving or receipt by Borrower of any  governmental  notice  (other than  routine
requests for information) in respect of any such plan.

     (e)  Transactions  with  Affiliates.   Borrower  will  not  engage  in  any
transaction  with any of  Borrower's  officers,  directors,  employees  or other
Affiliates,  except for an "arms-length"  transaction on terms no less favorable
to Borrower than would be granted to Borrower in a transaction with a Person who
is  not  an  Affiliate,  which  transaction  shall  be  approved  by  Borrower's
disinterested  directors  and shall be  disclosed  in a timely  manner to Lender
prior to the consummation of the transaction.

     (f)  Loans/Investments.  Borrower will not make any loans or advances to or
extend any credit to any Person  except (i) the extension of trade credit in the
ordinary  course of business;  and (ii)  advances to employees  not to exceed an
aggregate  outstanding  amount of  $10,000 at any one time  outstanding  for all
employees.  Borrower  shall not  purchase,  acquire or  otherwise  invest in any
Person except: (A) existing investments in Borrower's  subsidiaries described on
Item 11 of the Schedule;  (B) direct obligations of the United States of America
maturing  within one year from the  acquisition  thereof;  (C)  certificates  of
deposit  issued by, or investment  accounts in, banks or financial  institutions
having a net worth of not less than $50,000,000;  and (D) commercial paper rated
A-1 by Standard & Poor's Ratings Group or P-1 by Moody's Investors Service, Inc.
Without limiting the generality of the foregoing,  Borrower shall not (y) create
any new subsidiary,  or (z) make any  acquisition of any other Person,  purchase
any all or  substantially  all of the assets of any other Person or purchase any
insurance  policies or any "expirations"  with respect to any insurance policies
from any other Person unless  Lender has  consented  thereto in writing and such
acquisition otherwise constitutes a Permitted Acquisition.

     (g) Capital  Expenditures.  Borrower and Parent,  on a consolidated  basis,
shall not make or incur capital expenditures in an aggregate amount in excess of
the amount set forth on Item 22 of the Schedule during any fiscal year.

     (h) Oak  Street  Loan  Documents.  Borrower  shall not  amend,  restate  or
otherwise  modify the Oak Street  Credit  Agreement or any other Oak Street Loan
Document without the prior written consent of Lender;  provided,  however,  that
Borrower may amend the Oak Street Loan  Documents  without the consent of Lender
in order to increase the maximum principal amount of indebtedness  thereunder to
an amount not to exceed Fifteen Million Dollars ($15,000,000).

     9. Reporting and Information.

     (a)  Financial  Statements.  Borrower  will  submit  to  Lender  as soon as
available,  and in any case not later than 30 days after the end of each  month,
on a  consolidated  and  consolidating  basis for Borrower  and Parent,  balance
sheets and detailed  statements of profit and loss,  prepared in accordance with
GAAP,  certified by Borrower's Chief Executive Officer as presenting  fairly, in
accordance with GAAP, Borrower's and Parent's financial condition as of the last
day of such month and  Borrower's  and Parent's  results of operations  for such
month and for the portion of  Borrower's  and  Parent's  fiscal year ending with
such month. Borrower will also submit to Lender annual financial statements,  on
a consolidated and consolidating  basis for



                                      -19-
<PAGE>

Borrower and Parent, within 90 days after the end of each fiscal year, including
a balance sheet and the related statement of profit and loss and owners' equity,
prepared  in  accordance  with  the  requirements  set  forth  on Item 23 of the
Schedule. Borrower will also submit to Lender annually at least 60 days prior to
Borrower's  fiscal year end  forecasted  financial  statements  for the upcoming
fiscal year on a consolidated and  consolidating  basis for Borrower and Parent,
containing a projected  balance  sheet and profit and loss  statement.  Together
with each  monthly and annual  financial  statement,  Borrower  will  deliver to
Lender the  certification of Borrower's  Chief Executive  Officer in the form of
Exhibit B attached  hereto to the effect that Borrower is in compliance with the
terms  and  conditions  of this  Agreement,  and  setting  forth in  detail  the
calculation  of all financial  covenants,  or, if Borrower is not in compliance,
describing the nature of any  noncompliance  and the steps Borrower is taking or
proposes to take to remedy the same.

     (b) Collateral Reports.  Concurrent with the execution of this Agreement by
Borrower and  concurrent  with each request for a loan pursuant to Section 2(a),
but no less  frequently  than as required by Item 24 of the  Schedule,  Borrower
shall deliver to Lender a fully completed  Borrowing Base Certificate  certified
by the Chief Executive Officer of Borrower as being true and correct. Concurrent
with the  delivery  of each such  Borrowing  Base  Certificate,  Borrower  shall
provide a  written  report to  Lender  of all  materially  significant  returns,
disputes  and  claims,  together  with sales and other  reports  relating to the
Accounts as required by Lender.  Borrower shall deliver to Lender within fifteen
(15) days after the end of each month a report,  reflecting the status as of the
end of each month and  certified by the Chief  Executive  Officer of Borrower as
being true and correct, containing (i) a current detailed schedule (which may be
electronic so long as it is in a format reasonably  accessible by Lender) of all
Insurance  Policies  and  the  Commissions  payable  in  connection   therewith,
segregated  based  on  whether  the  Insurance  Company  is a Level 1  Insurance
Company,  a Level 2 Insurance  Company or  otherwise,  and whether the Insurance
Policy constitutes a Group One Policy or a Group Two Policy or otherwise, (ii) a
schedule detailing new Insurance Policies issued,  Insurance Policies which have
been renewed,  Insurance  Policies which have expired and which not been renewed
and Insurance  Policies  which have been  cancelled  since the last such report,
segregated  based  on  whether  the  Insurance  Company  is a Level 1  Insurance
Company,  a Level 2 Insurance  Company or  otherwise,  and whether the Insurance
Policy constitutes a Group One Policy or a Group Two Policy or otherwise,  (iii)
a summary of the retention and loss rates for Insurance  Companies  representing
at least 85% of Borrower's  revenue from  Commissions,  (iv) a current  detailed
aging, by total and by vendor, of Borrower's accounts payable, (v) a copy of all
material correspondence  relating to Insurance Policies,  Commissions and/or any
other  Collateral  (e.g.,  terminations  of or amendments to Agency  Agreements,
decreases in Commissions  payable to Borrower and errors and omissions  claims),
and (vi) a schedule  detailing  all amounts  received by Borrower  directly from
Policy  Holders (as opposed to Insurance  Companies),  which  schedule shall set
forth the amounts  allocated to premiums and to Commissions,  all of which shall
be set forth in a form and shall  contain such  information  as is acceptable to
Lender.  At Lender's  request,  Borrower shall deliver such  information more or
less often than described above and such other  information  with respect to the
Collateral, Borrower or Borrower's business or financial condition as Lender may
reasonably request.



                                      -20-
<PAGE>

     (c)  Electronic  Commission  Statements.  To the extent not  prohibited  by
applicable  law or by the  applicable  Insurance  Company,  Borrower  will grant
Lender direct access to any electronic  Commission  statements  furnished by any
Insurance Company,  and Borrower will provide Lender with any passwords or other
information   necessary  to  obtain  such  access.   If  electronic   Commission
information  is not available  from any Insurance  Company,  then Borrower shall
furnish  to Lender  such  financial  information,  including  original  (manual)
Commission  statements and/or electronic Commission statements as made available
to Borrower from such Insurance Company from time to time.

     (d) Agency Agreements.  Borrower will notify Lender as promptly as possible
of the  termination of any material Agency  Agreement or any material  amendment
thereto and any material change in Commissions payable to Borrower thereunder.

     (e) Obligor  Financials.  Within  ninety  days after each fiscal  year-end,
Borrower  will cause each Obligor to deliver to Lender a financial  statement as
of such year-end, in such form as Lender may reasonably request.

     (f) Oak  Street.  Borrower  will  promptly  (i)  notify  Lender of any loan
requested  by  Borrower  from Oak Street,  (ii) notify  Lender of any default or
event of default by  Borrower  under any Oak Street  Loan  Document  and provide
Lender  with a copy of any  correspondence  to or from Oak Street in  connection
therewith,  (iii) provide Lender with a copy of each borrowing base  certificate
and compliance  certificate  submitted to Oak Street, (iv) provide Lender with a
copy of each  statement for the Oak Street  Obligations,  and (v) provide Lender
with such other  information as Lender may reasonably  request from time to time
with respect to the Oak Street Loan Documents and the Oak Street Obligations.

     (g) Other Information.  Borrower will notify Lender as promptly as possible
of any  Default,  any  receipt  by  Borrower  of  notice  from any  governmental
authority  that  Borrower has or may have  violated any law,  rule or regulation
applicable  to  Borrower  or the terms or  conditions  of any  permit or license
Borrower  holds  or is  required  to hold in  connection  with  the  conduct  of
Borrower's  business,  any amendment to Borrower's  constituent  documents,  any
change in  Borrower's  management  or  ownership,  and the  commencement  of any
material litigation, claim or action against Borrower.

     10. Inspection Rights; Expenses; Etc.

     (a) Inspection.  Lender may examine and make copies of Borrower's  records,
the Collateral and all other assets of Borrower or any portion thereof, wherever
located,  and may enter upon  Borrower's  premises  for such  purposes,  without
notice,  during  business  hours.  Borrower  will assist  Lender in whatever way
necessary to make each such examination. Lender may discuss Borrower's financial
condition with Borrower's independent accountants without liability to Lender or
such accountants.

     (b)  Appraisals.  Lender or its  designees  may conduct  appraisals  of the
Insurance  Policies,  the Expirations and the other Collateral from time to time
at the  expense  of  Borrower.  Borrower  agrees  to  provide  such  access  and
information  with respect to such  appraisals as may be



                                      -21-
<PAGE>

reasonably  requested  by Lender,  and  Borrower  agrees to take such  action or
provide such other  cooperation as Lender may  reasonably  request in connection
with such  appraisals.  Borrower  acknowledges and agrees that Lender may adjust
the advance  rates set forth in the  definition  of  "Borrowing  Base" upward or
downward in its discretion based on the results of such appraisals, and Borrower
agrees to promptly repay the Obligations to the extent any  overadvance  results
therefrom.  The foregoing  sentence shall not be deemed to limit any of Lender's
other rights hereunder,  including  Lender's right to establish  reserves in its
discretion  or to  adjust  the  advance  rates set  forth in the  definition  of
"Borrowing Base" while a Default exists.

     (c)  Performance  by  Lender.  Lender  may,  from time to time at  Lender's
option,  perform any agreement of Borrower's  hereunder  which Borrower fails to
perform  and  take  any  other  action  which  Lender  deems  necessary  for the
maintenance  or  preservation  of any of the  Collateral  or  Lender's  interest
therein,  and Borrower agrees to reimburse Lender  immediately on demand for all
of Lender's expenses in connection with the foregoing (including,  without being
limited to,  reasonable  fees and  expenses  of legal  counsel),  together  with
interest  thereon at the default  rate of interest  provided for herein from the
date any such expense is incurred until reimbursed by Borrower.

     (d) Field  Examinations;  Inspections.  Lender shall have the right without
hindrance  or delay to conduct  field  examinations  to inspect the  Collateral,
Borrower's  books and  records  and all other  aspects of  Borrower's  business.
Borrower agrees to pay for such  examinations as more fully described on Item 25
of the  Schedule.  Lender  shall have full  access to all records  available  to
Borrower from any credit reporting service,  bureau or similar service and shall
have the right to  examine  and make  copies  of any such  records.  Lender  may
exhibit a copy of this  Agreement  to such  service  and such  service  shall be
entitled  to rely on the  provisions  hereof  in  providing  access to Lender as
provided herein.

     11. Rights of Setoff, Application of Payments, Etc. Lender will be entitled
to hold or set off all sums and all other  property  of  Borrower at any time to
Borrower's  credit  or in  Lender's  possession  (or  the  possession  of any of
Lender's  Affiliates) by pledge or otherwise or upon or in which Lender may have
a Lien,  as security  for any and all of the  Obligations.  Lender will have the
right and is hereby irrevocably  authorized and directed to charge to Borrower's
account the amounts of any and all such Obligations.  Recourse to the Collateral
or other  security  for the  Obligations  will not at any time be  required  and
Borrower  hereby waives any right of marshalling  Borrower may have.  Borrower's
obligation to pay or repay the  Obligations is  unconditional.  Borrower  agrees
that Lender may take such action  with regard to the custody and  collection  of
Accounts  assigned to Lender as Lender may deem necessary.  Borrower agrees that
failure  to take  any  action  with  regard  to any  given  Account  will not be
unreasonable  until and unless  Lender  receives a written  request for specific
action from Borrower with regard  thereto and fails to respond  thereto within a
commercially  reasonable time.  Borrower  irrevocably waives the right to direct
the  application  of any and all payments and  collections  at any time or times
hereafter received by Lender from or on behalf of Borrower (including any rights
Borrower may have under Section  13-4-42 of the Official  Code of Georgia),  and
Borrower  hereby  irrevocably  agrees  that  Lender  shall  have the  continuing
exclusive  right to apply and reapply any and all such payments and  collections
received  at any time or times  hereafter  by Lender or its  agent  against  the
Obligations, in such manner and in such order as Lender may deem advisable.



                                      -22-
<PAGE>

     12.  Attorney-in-Fact.  Borrower hereby appoints and constitutes  Lender as
Borrower's  attorney-in-fact:  (a) at any time, (i) to endorse  Borrower's  name
upon any notes,  acceptances,  checks, drafts, money orders, and other evidences
of payment  that come into  Lender's  possession  and to  deposit  or  otherwise
collect the same; (ii) to send verifications of Accounts to Customers; and (iii)
to execute in Borrower's name any financing  statements,  affidavits and notices
with regard to any and all Lien rights; and (b) while any Default exists, (i) to
receive, open, and dispose of all mail addressed to Borrower; (ii) to notify the
postal  authorities  to change the address and  delivery  of mail  addressed  to
Borrower to such address as Lender may designate;  (iii) to sign Borrower's name
on any invoice or bill of lading relating to the  Collateral,  on drafts against
Customers,  and  notices  to  Customers;  (iv)  to sign  Borrower's  name on any
correspondence  or instructions to any Insurance  Company in order to cause such
Insurance Company to pay Commissions  directly to Lender; (v) to sign Borrower's
name on any  correspondence  or  instructions  necessary  to  sell or  otherwise
realize upon the Expirations or any other  Collateral,  and (vi) to do all other
acts  and  things  necessary  to  carry  out  this  Agreement.  All acts of said
attorney-in-fact  are  hereby  authorized,   ratified  and  approved,  and  said
attorney-in-fact  will not be liable  for any  errors or mistake of fact or law.
This power,  being  coupled with an interest,  is  irrevocable  while any of the
Obligations  remain unpaid or Lender has any  commitment to Borrower  under this
Agreement or otherwise.

     13. Defaults and Remedies.

     (a)  Defaults.  For  purposes  of  this  Agreement,   "Default"  means  the
occurrence  of any of the  following  events:  (i)  non-payment  when due of any
amount payable on any of the Obligations or breach of any covenant or failure to
perform any agreement or failure to meet any of Borrower's obligations contained
herein,  in any other Loan  Document or in any agreement out of which any of the
Obligations  arose;  (ii)  non-payment  when due of the premium on any insurance
policy required to be maintained hereunder; (iii) any statement, representation,
or  warranty  made in  writing  in this  Agreement  or in any other  writing  or
statement  at any time  furnished  or made by Borrower to Lender  proves to have
been untrue in any material  respect as of the date furnished or made;  (iv) any
default by Borrower or Parent  under (A) any Oak Street Loan  Document,  (B) any
other agreement for borrowed  money,  or (C) any other agreement  involving more
than the  amount set forth on Item 26 of the  Schedule;  (v)  suspension  of the
operation of Borrower's or Parent's present business; (vi) Borrower, Parent, any
Support  Party  or any  other  Person  primarily  or  secondarily,  directly  or
indirectly, liable on any of the Obligations, including, but not limited to, any
guarantor thereof (individually an "Obligor" and collectively,  the "Obligors"),
becomes  insolvent  or  unable  to pay its  debts as they  mature,  or admits in
writing that it is insolvent or unable to pay its debts, makes an assignment for
the benefit of creditors,  makes a conveyance  fraudulent as to creditors  under
any state or federal  law,  or a  proceeding  is  instituted  by or against  any
Obligor  alleging  that such Obligor is insolvent or unable to pay debts as they
mature, or a petition under any provision of Title 11 of the United States Code,
as  amended,  is filed by or against  any  Obligor,  and in the case of any such
involuntary proceeding, such proceeding continues undismissed or unstayed for 30
consecutive  calendar days or any order granting the relief  requested  shall be
entered;  (vii) entry of any  judgment in excess of the amount set forth on Item
27 of the Schedule against any Obligor or creation,  assertion, or filing of any
judgment or tax Lien  against the  property of any  Obligor,  in each case which
remains



                                      -23-
<PAGE>

undischarged  for 10 days after such entry or filing,  unless  such  Obligor has
provided  evidence  satisfactory  to Lender  in  Lender's  discretion  that such
Obligor has set aside  adequate  cash reserves to fully satisfy such judgment or
tax Lien,  including any interest and  penalties  with respect  thereto;  (viii)
death of any Obligor who was a natural  person,  or death or  withdrawal  of any
partner of any  Obligor  which is a  partnership,  or  dissolution,  merger,  or
consolidation  of any Obligor  which is a  corporation,  partnership  or limited
liability  company;  (ix) transfer of a substantial  part  (determined by market
value) of the property of any Obligor;  (x) sale,  transfer or exchange,  either
directly or indirectly,  of a controlling stock or equity ownership  interest of
any Obligor; (xi) termination, unenforceability or withdrawal of any guaranty or
support  agreement  for or with  respect to the  Obligations,  or failure of any
Obligor  to perform  any of its  obligations  under  such a guaranty  or support
agreement or  assertion  by any Obligor  that it has no liability or  obligation
under such guaranty or support  agreement;  (xii)  appointment of a receiver for
the  Collateral  or for any other  property in which  Borrower  has an interest;
(xiii)  seizure of any  Collateral  by any Person other than  Lender;  (xiv) any
person  identified on Item 28 of the Schedule shall for any reason cease to hold
the office of Borrower or Parent set forth  opposite  such person's name on Item
28 of the  Schedule  and a  replacement  satisfactory  to  Lender  shall  not be
appointed  within 60 days;  (xv) the occurrence of any act,  omission,  event or
circumstance  which has or could  reasonably  be excepted  to have a  materially
adverse  effect on Borrower or any other  Obligor;  (xvi) payment by Borrower on
any Subordinated  Debt in violation of the applicable  subordination  agreement;
(xvii)  Parent  shall  cease to own  100% of the  outstanding  capital  stock of
Borrower;  (xviii)  the Oak  Street  Intercreditor  Agreement  (or any  material
portion  thereof)  shall be ineffective  or  unenforceable,  or Oak Street shall
assert any such ineffectiveness or unenforceability, or any dispute, conflict or
disagreement shall arise between Lender and Oak Street with respect to Borrower,
Parent or any Collateral  (including  the relative  priorities of Lender and Oak
Street  therein),  or (xix) the  Pension  Benefit  Guaranty  Corporation  or the
Department  of Labor  commences  proceedings  under  ERISA to  terminate  any of
Borrower's employee pension benefit plans.

     (b) Remedies. If a Default occurs and is continuing:

          (i)  Lender  may,  without  demand or notice  to  Borrower,  terminate
Lender's  commitment,  if any,  to  make  loans  or to  extend  other  financial
accommodations  to Borrower,  and may declare the entire principal amount of all
loans outstanding hereunder, all interest thereon, any unpaid fees and all other
Obligations of any kind or nature to be, and thereupon the same will immediately
become,  due and payable in full; and, in the event of a Default described under
clause  (vi)  of  Section  13(a),   such  termination  and  acceleration   shall
automatically  occur  without any  notice,  demand or  presentment  of any kind.
Borrower agrees to deposit with Lender a cash sum equal to the amount of letters
of credit and  acceptances  issued or  guaranteed  by Lender or any Affiliate of
Lender  which have not been drawn upon or  matured,  which funds will be used to
reimburse  Lender or such  Affiliate of Lender upon drawing  under any letter of
credit or maturity of any acceptances.

          (ii) Lender may decrease the advance rates set forth in the definition
of "Borrowing Base" in Lender's discretion.



                                      -24-
<PAGE>

          (iii) Lender or Lender's designee may notify Customers  (including any
Insurance  Company  and any Policy  Holder)  that the  Accounts  (including  the
Commissions)  have  been  assigned  to Lender  and that  Lender  has a  security
interest  therein,  collect them directly,  and charge the collection  costs and
expenses to Borrower's loan account.

          (iv) Without  notice to or demand upon  Borrower or any other  Person,
Lender may make such payments and do such acts as Lender considers  necessary or
reasonable  to  protect  its  security  interest  in  the  Collateral.  Borrower
authorizes  Lender to enter each premises where any Collateral is located,  take
and  maintain  possession  of the  Collateral,  or any  part of it,  and to pay,
purchase, contest or compromise any Lien which in Lender's opinion appears to be
prior or superior to its security  interest and to pay all expenses  incurred in
connection therewith.

          (v)  Lender  may ship,  reclaim,  recover,  store,  finish,  maintain,
repair,  prepare for sale, advertise for sale and sell the Collateral.  Any such
sale may be  either a public or  private  sale,  or both,  by way of one or more
contracts or  transactions,  for cash or on terms.  It is not necessary that the
Collateral be present at any such sale.

          (vi) Lender may cause incoming  telephone calls and electronic mail to
Borrower's  customer  service  center(s)  to be  re-directed  to  Lender  or its
designee.

          (vii)  Lender  may,  without  notice to Borrower  except as  expressly
provided herein, at Lender's option,  exercise any of the remedies  available to
Lender as a secured party under the Uniform  Commercial Code as in effect in any
applicable jurisdiction,  or otherwise available to Lender under applicable law.
Borrower  agrees,  upon Default,  to cease the sale or other  disposition of the
Collateral,  except with  Lender's  prior  written  consent,  and to assemble at
Borrower's expense all the Collateral at a convenient place acceptable to Lender
and,  within three  Business Days of Lender's  request,  provide Lender with the
original of all Agency Agreements.  Lender may charge to Borrower's loan account
and  Borrower  will pay Lender  upon  demand all costs and  expenses,  including
reasonable  attorneys'  fees  (including  fees of  attorneys  that  are  regular
salaried employees of Lender or any of its Affiliates),  in connection with: (A)
the  liquidation of any  Collateral;  (B) obtaining or enforcing  payment of the
Obligations;  (C) the  settlement,  adjustment,  compromise,  or  litigation  of
Customer disputes; or (D) the prosecution or defense of any action or proceeding
either against Lender or against  Borrower  concerning any matter growing out of
or  in  connection  with  this  Agreement  and/or  any  Collateral   and/or  any
Obligations.  If at any time Lender pays any state,  city,  local,  federal,  or
other tax or levy attributable to the Collateral,  Borrower will repay to Lender
the amount of tax so paid by Lender.  Borrower  agrees that Lender may apply any
proceeds from disposition of the Collateral first to satisfy obligations secured
by Liens prior to Lender's  security  interest.  Borrower will remain liable and
will  pay on  demand  any  deficiencies  arising  upon  the  liquidation  of any
Collateral held by Lender.

     (c) Notices. If any notice of intended  disposition of the Collateral or of
any other act by Lender is  required  by law and a specific  time  period is not
stated therein,  such notice, if given five days before such disposition or act,
in accordance  with the provisions of Section 15(a),  will be deemed  reasonably
and properly given.



                                      -25-
<PAGE>

     (d) License.  Borrower  hereby grants to Lender a license or other right to
use, without charge,  Borrower's labels, patents,  copyrights,  rights of use of
any name, trade secrets, trade names,  trademarks and advertising matter, or any
property of a similar nature,  as it pertains to the  Collateral,  in completing
production  of,  advertising  for sale and selling any Collateral and Borrower's
rights under all licenses,  and all franchise agreements shall inure to Lender's
benefit.

     (e) Remedies Cumulative.  Lender's rights and remedies under this Agreement
and all other Loan Documents  shall be  cumulative.  Lender shall have all other
rights and remedies not inconsistent herewith as provided under the UCC, by law,
or in equity.  No exercise  by Lender of one right or remedy  shall be deemed an
election,  and no waiver by Lender of any  default on  Borrower's  part shall be
deemed a  continuing  waiver.  No delay by  Lender  shall  constitute  a waiver,
election or acquiescence by it.

     14.  Indemnification.  Borrower  agrees  to  defend,  indemnify,  and  hold
harmless  Lender  and  Lender's  directors,  officers,  employees,   Affiliates,
representatives,  attorneys and agents (each an  "Indemnified  Person") from and
against any and all penalties,  fines, liabilities,  damages, costs, or expenses
of whatever kind or nature asserted against any such Indemnified Person, arising
out of, or in any way related to this Agreement or any other Loan  Document,  or
the  transactions  contemplated  hereby or thereby,  including  by reason of the
violation of any law or regulation relating to the protection of the environment
or the presence,  generation,  disposal,  release,  or threatened release of any
hazardous  materials in connection with  Borrower's  business on, at or from any
property  at  any  time  owned  or  operated  by  Borrower,  including,  without
limitation,  reasonable  attorneys' and  consultants'  fees,  investigation  and
laboratory  fees,  court  costs,  and  litigation  expenses  actually  incurred;
provided,  however,  that  Borrower  shall  not be  required  to  indemnify  any
Indemnified Person for any such penalties,  fines, liabilities,  damages, costs,
or expenses  arising from the gross  negligence  or willful  misconduct  of such
Indemnified  Person.  Without  limiting the foregoing,  Borrower  represents and
warrants  that there has been no loan broker or  investment  banker  involved in
connection with the  transactions  contemplated  hereby other than GVC Financial
Services,  LLC, and Borrower  agrees to indemnify and hold Lender  harmless from
any claim of compensation  payable to GVC Financial Services,  LLC and any other
loan  broker  or  investment   banker  in  connection   with  the   transactions
contemplated hereby.

     15. General Provisions.

     (a) Notices. Except as specifically provided in this Agreement or in any of
the  other  Loan  Documents,   all  notices  and  communications  hereunder  and
thereunder will be in writing or by telephone subsequently confirmed in writing.
Notices in writing will be  delivered  personally  or sent by overnight  courier
service,  by certified or registered  mail,  postage  pre-paid,  or by facsimile
transmission and will be deemed received, in the case of personal delivery, when
delivered;  in the case of overnight  courier service,  on the next Business Day
after delivery to such service;  in the case of mailing,  on the fourth Business
Day after mailing; and, in the case of facsimile transmission,  upon transmittal
if confirmed  by the sender's  facsimile  device;  provided  that in the case of
notices to Lender, Lender will be charged with knowledge of the contents thereof
only when such notice is actually  received by Lender.  A  telephonic  notice to
Lender as



                                      -26-
<PAGE>

understood by Lender will be deemed to be the  controlling  and proper notice in
the event of a  discrepancy  with or  failure to  receive a  confirming  written
notice. Notices to Lender or Borrower will be sent to the addresses set forth on
Item 29 of the  Schedule,  or any other address for either of Borrower or Lender
of which the other is notified by like notice.

     (b)  Governing  Law. This  Agreement  will be governed by and construed and
enforced according to the laws of the State of Georgia.

     (c) No Waiver.  No waiver  hereunder will be valid unless in writing signed
by Lender and then only to the  extent  therein  stated.  No delay or failure on
Lender's part in the exercise of any right or remedy hereunder will operate as a
waiver thereof or of Lender's right to exercise any other right or remedy.

     (d) Time of Essence. Time is of the essence of this Agreement.

     (e) Severability.  Wherever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision of this  Agreement  will be prohibited by or invalid under
applicable  law,  such  provision  will be  ineffective  to the  extent  of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

     (f) Successors and Assigns.  Borrower's and Lender's rights and obligations
hereunder  will  inure to the  benefit of  Borrower's  and  Lender's  respective
successors  and assigns,  provided  that Borrower  acknowledges  and agrees that
without Lender's prior written consent,  which may be withheld for any reason or
no reason,  Borrower may not assign Borrower's rights or obligations or any part
thereof hereunder to any other Person.  Lender may assign this Agreement and its
rights  and  duties  hereunder.  Lender  reserves  the  right to  sell,  assign,
transfer,  negotiate  or grant  participations  in all or any  part  of,  or any
interest in, Lender's rights and benefits hereunder.

     (g) Submission to Jurisdiction,  Service, Etc. (i) Borrower agrees that any
suit, action or proceeding  directly or indirectly arising out of or relating to
this Agreement,  any other Loan Documents,  the  Obligations,  the  relationship
between  Borrower  and Lender  created  hereby,  or arising out of any  judgment
against   Borrower   entered  by  any  court  or  other  tribunal  of  competent
jurisdiction  with  respect  to  the  enforcement  of  this  Agreement,  may  be
instituted  in any state  court  located  in the state of  Georgia or the United
States District Court for the Northern District of Georgia or in any other court
having  subject  matter  jurisdiction,  as Lender  may select in  Lender's  sole
discretion.  Borrower hereby  expressly and irrevocably  submits and consents to
the  non-exclusive  jurisdiction  of any such court in any such suit,  action or
proceeding,  hereby waiving  personal  service of the summons and complaint,  or
other process or papers issued therein.  Borrower hereby waives,  to the fullest
extent  permitted  by law, any  objection  Borrower may have to the venue of any
such suit, action or proceeding. Further, Borrower hereby irrevocably waives, to
the  fullest  extent   Borrower  may  effectively  do  so,  the  defense  of  an
inconvenient  forum to the  maintenance  of such  suit,  action  or  proceeding.
Borrower  further  agrees  that a final  judgment  in any such  suit,  action or
proceeding  brought in any such court or



                                      -27-
<PAGE>

tribunal will be conclusive and may be enforced in other  jurisdictions  by suit
on the judgment or in any other manner provided by law.

          (ii)  Borrower  hereby  agrees  that  service  of  process  mailed  or
delivered to Borrower at Borrower's  address for notices provided herein will be
deemed in every respect  effective  service of process upon Borrower in any such
suit,  action or  proceeding in any such court or tribunal and will be taken and
held to be valid, personal service on Borrower, irrespective of whether Borrower
will then be doing, or at any time will have done,  business within the State of
Georgia.

          (iii)  Nothing in this  Section  15(g) will affect  Lender's  right to
serve legal  process in any other  manner  permitted  by law or affect  Lender's
right to bring any action or proceeding against Borrower or Borrower's  property
in the courts of any other jurisdiction.

     (h) Waiver of Jury Trial.  TO THE FULLEST  EXTENT  PERMITTED BY  APPLICABLE
LAW,  BORROWER AND LENDER HEREBY  IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A
TRIAL BY JURY IN ANY ACTION,  PROCEEDING,  OR  COUNTERCLAIM  (WHETHER BASED UPON
CONTRACT,  TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY
OTHER LOAN DOCUMENT,  THE  OBLIGATIONS OR ANY OF THE  TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY OR EITHER PARTY'S ACTIONS IN THE NEGOTIATION,  ADMINISTRATION,
OR ENFORCEMENT HEREOF OR THEREOF.  EACH OF BORROWER AND LENDER ACKNOWLEDGES THAT
SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND  UNDERSTANDING  OF THE NATURE OF THE
RIGHTS AND BENEFITS WAIVED HEREBY,  AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF
ITS CHOOSING.

     (i)  Waiver  of  Hearing.  BORROWER  HEREBY  KNOWINGLY,  INTENTIONALLY  AND
VOLUNTARILY WAIVES ALL RIGHTS WHICH BORROWER HAS UNDER CHAPTER 14 OF TITLE 44 OF
THE OFFICIAL CODE OF GEORGIA OR UNDER ANY SIMILAR PROVISION OF APPLICABLE LAW TO
NOTICE AND TO A JUDICIAL  HEARING  PRIOR TO THE ISSUANCE OF A WRIT OF POSSESSION
ENTITLING  LENDER,  ITS  SUCCESSORS  AND ASSIGNS TO POSSESSION OF THE COLLATERAL
UPON A DEFAULT.  WITHOUT  LIMITING THE  GENERALITY  OF THE FOREGOING AND WITHOUT
LIMITING  ANY OTHER RIGHT WHICH  LENDER MAY HAVE,  BORROWER  CONSENTS  THAT,  IF
LENDER FILES A PETITION FOR AN IMMEDIATE  WRIT OF POSSESSION IN COMPLIANCE  WITH
SECTIONS  44-14-261  AND  44-14-262 OF THE OFFICIAL CODE OF GEORGIA OR UNDER ANY
SIMILAR  PROVISION OF APPLICABLE LAW AND THIS WAIVER OR A COPY HEREOF IS ALLEGED
IN SUCH PETITION AND ATTACHED  THERETO,  THE COURT BEFORE WHICH SUCH PETITION IS
FILED MAY DISPENSE  WITH ALL RIGHTS AND  PROCEDURES  HEREIN WAIVED AND MAY ISSUE
FORTHWITH AN IMMEDIATE WRIT OF POSSESSION IN ACCORDANCE WITH CHAPTER 14 OF TITLE
44 OF THE OFFICIAL CODE OF GEORGIA OR IN ACCORDANCE  WITH ANY SIMILAR  PROVISION
OF APPLICABLE LAW,  WITHOUT THE NECESSITY OF AN  ACCOMPANYING  BOND AS OTHERWISE
REQUIRED BY SECTION  44-14-263 OF THE OFFICIAL  CODE OF



                                      -28-
<PAGE>

GEORGIA OR IN ACCORDANCE WITH ANY SIMILAR PROVISION OF APPLICABLE LAW.

     (j)  Expenses.  Borrower  shall pay on  demand  all of  Lender's  costs and
expenses in connection  with  underwriting  and  performing  due diligence  with
respect  to  the   transactions   contemplated   hereby  and  the   preparation,
reproduction,  execution,  delivery,  administration  and  enforcement  of  this
Agreement,  including the reasonable fees and out-of-pocket expenses of Lender's
counsel,  in each case whether incurred on, prior or subsequent to the Agreement
Date.  In  addition,  Borrower  shall pay any and all stamp and other  taxes and
recording and filing fees payable in connection  with the execution and delivery
of all other instruments and documents to be delivered  hereunder.  Such amounts
may be charged by Lender to Borrower's  account as one or more loans  hereunder.
All provisions in this Agreement  providing for the payment or  reimbursement of
Lender's attorneys' fees and expenses include, without limitation, such fees and
expenses incurred pursuant to or in connection with proceedings brought under 11
U.S.C.,  the Federal  Bankruptcy  Code.

     (k) Execution in  Counterparts.  This Agreement may be executed in separate
counterparts, all of which shall constitute one and the same agreement.

     (l) Entire  Agreement.  This Agreement and the other Loan Documents  embody
the entire agreement and understanding between Lender and Borrower and supersede
all prior agreements and understandings relating to the subject matter hereof.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                      -29-


<PAGE>


     IN WITNESS WHEREOF,  Borrower and Lender have executed this Agreement as of
the day and year first above written.

                                 ADDISON YORK INSURANCE BROKERS LTD.

                                 By: /s/ P. Podorieszach
                                     -------------------------------------------
                                     Primo Podorieszach, Chief Executive Officer




                                 FCC, LLC, d/b/a FIRST CAPITAL

                                 By: /s/ David Walker
                                     -------------------------------------------
                                     David Walker, Vice President






<PAGE>


                          NOTARY JURAT FOR EXECUTION OF
                        WRITTEN OBLIGATIONS TO PAY MONEY

     On this the ____ day of June, 2004,  before me, the  undersigned,  a Notary
Public in and for the  Province  of British  Columbia,  County of Yale,  Canada,
Primo Podorieszach  personally appeared, who is personally known to me or proved
to me on the basis of satisfactory evidence to be the Chief Executive Officer of
Addison York Insurance  Brokers Ltd., a Delaware  corporation,  who, being by me
first duly sworn, stated that:

1.   He executed the  foregoing  Loan and  Security  Agreement on behalf of such
     corporation  pursuant to its  operating  agreement or a  resolution  of its
     members  and/or  managers,  said  execution  taking  place  in the  City of
     Kamloops, Province of British Columbia, County of Yale, Canada; and

2.   He has this day delivered the foregoing Loan and Security Agreement to FCC,
     LLC, d/b/a FIRST CAPITAL, at Cobb County, Georgia via overnight courier.


                                       Signature of Borrower's Officer:


                                       By: /s/ P. Podorieszach
                                           ------------------------------------
                                           Primo Podorieszach


Sworn to and subscribed before me this 3 day of June, 2004:


/s/ Kenneth Richard Dolder
----------------------------------
       Notary Signature


My Commission Expires:                      Kenneth Richard Dolder
                                            Barrister & Solicitor
                                            300 -153 Seymour St.
Non-expiring                                Kamloops, B.C.  V2C 2C8
---------------------------------

          [Affix Notarial Seal]




<PAGE>



                          AFFIDAVIT REGARDING DELIVERY



     On this the 3rd day of June,  2004,  before me, the  undersigned,  a Notary
Public  in and for the  State of  Georgia,  County  of  Cherokee,  David  Walker
personally  appeared,  personally  known to me or  proved  to me on the basis of
satisfactory  evidence to be a Vice  President of FCC, LLC, d/b/a FIRST CAPITAL,
who, being by me first duly sworn,  stated that he has received  delivery of the
foregoing Loan and Security Agreement on behalf of FCC, LLC, d/b/a FIRST CAPITAL
in the State of Georgia, County of Cobb.




                                     /s/ David Walker
                                     -------------------------------------------
                                     Signature of Officer of FCC, LLC,
                                     d/b/a First Capital





Sworn to and subscribed before me this 3rd day of June, 2004:

/s/ Traci Brennon
----------------------------------
       Notary Signature



My Commission Expires:


        9-22-07
---------------------------------



     [Affix Notarial Seal]




<PAGE>


                                    SCHEDULE

     This Schedule is a part of the foregoing Loan and Security  Agreement dated
as of June 3, 2004,  between  ADDISON YORK  INSURANCE  BROKERS LTD., as borrower
("Borrower"), and FCC, LLC, d/b/a FIRST CAPITAL, as lender ("Lender").

1.   Borrowing Base

     "Borrowing Base" means, at any time, an amount equal to:

     (a)  the lesser of:

          (i)  $7,500,000, and

          (ii) the sum of:

               (A)  80% of the lesser of the dollar  amount of  Trailing  Twelve
                    Month  Eligible   Commissions   and  the  dollar  amount  of
                    Annualized  Eligible  Commissions  with respect to Group One
                    Insurance  Policies  which are  issued by Level 1  Insurance
                    Companies; plus

               (B)  72% of the lesser of the dollar  amount of  Trailing  Twelve
                    Month  Eligible   Commissions   and  the  dollar  amount  of
                    Annualized  Eligible  Commissions  with respect to Group Two
                    Insurance  Policies  which are  issued by Level 1  Insurance
                    Companies; plus

               (C)  the lesser of (1) 65% of the lesser of the dollar  amount of
                    Trailing  Twelve Month Eligible  Commissions  and the dollar
                    amount of Annualized  Eligible  Commissions  with respect to
                    Group One  Insurance  Policies  which are  issued by Level 2
                    Insurance Companies,  (2) 5% of total Eligible  Commissions,
                    and (3) $300,000; plus

                           (D)      the lesser of (1) 57% of the lesser of the
                                    dollar amount of Trailing Twelve Month
                                    Eligible Commissions and the dollar amount
                                    of Annualized Eligible Commissions with
                                    respect to Group Two Insurance Policies
                                    which are issued by Level 2 Insurance
                                    Companies, (2) 5% of total Eligible
                                    Commissions, and (3) $300,000;

     minus

     (b)  the sum of:

          (i)  such  reserves as Lender may  establish  from time to time in its
               discretion, plus


<PAGE>

          (ii) the amount  available to be drawn  under,  plus the amount of any
               unreimbursed  draws with  respect  to,  any  letters of credit or
               acceptances  which  have been  issued or created by Lender or any
               Affiliate of Lender for Borrower's account.

     Borrower acknowledges and agrees that Lender may decrease the advance rates
     set forth above and/or institute  reserves in amounts  acceptable to Lender
     based upon  fluctuations in the mid-term  interest rate  environment.  Such
     fluctuations  will likely be gauged based upon the ten-year  U.S.  Treasury
     yield curve but are not required to be based upon such benchmark.

2.   Permitted Liens

     Existing Liens and financing statements: None.

3.   Persons Authorized to Request Loans

     Name:                                  Title:
     ----                                   -----
     Primo Podorieszach                     Chief Executive Officer of Borrower

4.   Collection Days:  Three Business Days

5.   Conditions To Initial Loans

     Items  listed  below are required to be  delivered,  in form and  substance
satisfactory  to Lender  in its sole  discretion,  as a  condition  to  Lender's
obligation to fund the initial loan or extend the first financial  accommodation
to Borrower under this Agreement.

Certified copy of articles of incorporation of Borrower and Parent

By-laws of Borrower and Parent

Secretary's certificate as to constituent documents,  bylaws, authorizing action
(e.g., resolutions) and incumbency of officers/status and specimen signatures of
authorized signers for Borrower and Parent

Good Standing  Certificate  (Delaware,  California and all other states in which
Borrower is qualified to do business)

Lien search results for Borrower and Parent

Lien  termination  documents  from existing  lender,  any other  creditor  whose
filings are to be terminated, etc.

Landlord waivers



                                      -34-
<PAGE>

Guaranty and security documents from Parent

Validity Guaranty/Support Agreements from each Support Party

Pledge of all of Borrower's  outstanding capital stock pursuant to documentation
acceptable to Lender

Oak Street Intercreditor Agreement

Certified Copy of Oak Street Loan  Documents  (including an amendment to the Oak
Street Credit Agreement to address such issues as Lender may request)

Subordination  Agreement from Kabaker  Family Trust of July 1998,  together with
copies of all notes,  security agreements and related documents between Borrower
and Kabaker  Family Trust of July 1998 in  connection  with the debt of Borrower
owing to Kabaker  Family  Trust of July 1998,  certified  as true,  correct  and
complete by Borrower's Chief Executive Officer

Financial statements

Borrowing  Base  Certificate  as of a date  acceptable to Lender,  together with
supporting documentation and schedules of Accounts

Financing statements

Officer's certificate as to representations, warranties and no defaults

Solvency certificates

Opinion letter of Borrower's  legal counsel  (which shall include  opinions with
respect to insurance  regulatory  issues and the perfection of Lender's security
interest in Commissions and Expirations).

All other  items  described  on the  Schedule  of Closing  Documents  previously
delivered by Lender or Lender's counsel to Borrower or Borrower's counsel

Additionally,  Lender shall have received the closing fee described in Item 9 of
the  Schedule,  Borrower  shall  have  paid  all  amounts  due to GVC  Financial
Services,  LLC in connection with the loan transaction  contemplated hereby, and
Borrower shall have reimbursed Lender for all of Lender's expenses in connection
with the transaction  contemplated  hereby  (including legal fees) to the extent
the same exceed the deposit paid by Borrower to Lender.

6.   Termination Date
This Agreement will terminate on the second  anniversary of the Agreement  Date;
provided,  however,  that this Agreement will be renewed for succeeding one-year
periods  thereafter  unless  written notice of termination is provided by either
party to the  other at least 90 days'  prior to the



                                      -35-
<PAGE>

then-effective  termination date (the first anniversary of the Agreement Date on
which no such renewal occurs is hereafter referred to as the "Expiration Date").
In the event that this  Agreement  is not renewed  for any reason in  accordance
with the  immediately  preceding  sentence,  then, so long as no Default exists,
Borrower  may elect,  by written  notice to Lender at least five  Business  Days
prior to the Expiration Date, to repay the then-outstanding  loans via quarterly
payments  of  principal   (together  with  all  accrued  interest)  based  on  a
twenty-quarter amortization on each March 31, June 30, September 30 and December
31,  commencing  with the first such date following the Expiration  Date, with a
final payment of all  outstanding  principal and interest due and payable on the
third  anniversary  of the  Expiration  Date. If a Default exists or if Borrower
does not exercise  its right to amortize the loans as set forth above,  then all
outstanding  Obligations shall be due and payable on the Expiration Date. Lender
shall have no  obligation  to make any  additional  loans or cause any letter of
credit to be  issued on or after the  Expiration  Date,  but  Lender's  security
interest in the  Collateral  shall  remain in full force and effect and Borrower
shall remain  obligated with respect to all of its  agreements  and  obligations
under this  Agreement and the other Loan  Documents  until all  Obligations  are
repaid in full in cash.  The fees  described in clauses (b) and (c) of Item 9 of
the Schedule shall continue to be due and payable  following the Expiration Date
until such time as all loans and other  Obligations have been repaid in full and
this Agreement has terminated,  but the fee described in clause (d) of Item 9 of
the  Schedule  shall not be charged to  Borrower  for any period  following  the
Expiration Date.

7.   Interest Margin: 2.00%

8.   Default Margin: 3.00%

9.   Fees
a. In  consideration of Lender's  structuring,  approving and committing to this
Agreement,  but without affecting Borrower's  obligation to reimburse Lender for
costs associated with this Agreement and the transactions contemplated hereby as
provided elsewhere in this Agreement, Borrower agrees to pay Lender a fee in the
amount of $75,000 on the Agreement Date.

b. For  services  performed by Lender in  connection  with  Lender's  continuing
administration hereof,  Borrower shall pay to Lender a fee of $75,000 per annum,
payable  annually  in  advance on each  anniversary  of the  Agreement  Date and
continuing so long as any loan shall remain  outstanding or this Agreement shall
not have been terminated.

c. For  services  performed by Lender in  connection  with  Lender's  continuing
administration  hereof,  Borrower shall pay to Lender a monthly fee equal to the
greater of (i)  $2,500,  and (ii)  0.25% of the  average  outstanding  principal
amount of loans  outstanding  hereunder during the immediately  preceding month;
provided,  however,  that such fee shall not exceed $12,000 for any month.  Such
fee is payable on the first day of each calendar month  beginning with the first
such date  following the Agreement Date and continuing so long as any loan shall
remain outstanding hereunder or this Agreement shall not have been terminated.

d.  In  consideration  of the  maintenance  of  Lender's  commitment  hereunder,
Borrower  will pay  Lender a fee at the rate of  0.50%  per  annum on the  daily
average unused portion of Lender's



                                      -36-
<PAGE>

commitment to make revolving loans hereunder,  payable monthly in arrears on the
first day of each calendar month, beginning on the first such date following the
Agreement Date.

All of the  foregoing  fees  constitute  compensation  to  Lender  for  services
rendered and are not interest or a charge for the use of money. Each installment
of such fees shall be fully earned when due and payable and shall not be subject
to refund or rebate.

10.  Organizational Information
     --------------------------
     Exact Legal Name of Borrower:  Addison York Insurance Brokers Ltd.
     State of Organization:  Delaware
     Type of Organization:  Corporation
     Organizational Identification Number:  3547034

11.  Subsidiaries and Investments in Other Persons: None.
     ---------------------------------------------

12.  Pending Litigation: None.
     ------------------

13.  Existing Debt and Guarantees:
     -----------------------------

14.  Prior Legal Names:
     ------------------
     Avanti Insurance Brokers LLC
     Addison York Insurance Brokers LLC

     Prior or Current Trade or Fictitious Names:
     -------------------------------------------
     Johns Insurance Agency
     Vista International Insurance Brokers

     Mergers and Acquisitions:
     -------------------------
     In October,  2003,  Borrower  purchased  substantially all of the insurance
agency assets of Kabaker Family Trust of July 1998, which were processed by DKWS
Enterprises, Inc. which used the name "Vista International Insurance Brokers".

     In October,  2003,  Borrower  purchased  substantially all of the assets of
Johns Insurance Agency, Inc.

15.  Locations of Offices and Collateral
     -----------------------------------
     Current Chief Executive Office:
     10333 Southport Road S.W., Suite 355
     Calgary, Alberta
     T2W 3X6

     Other Locations of Chief Executive Office in past five years:
     -------------------------------------------------------------
     None.



                                      -37-
<PAGE>

     Other Current Collateral Locations:
     -----------------------------------
     Suite LM3
     155 Glendeer Circle S.E.
     Calgary, Alberta
     T2H 2S8

     1701 Novato Blvd., Suite 100 and Suite 107
     Novato, California  94947

     125 East Wheeler Avenue
     Arcadia, California  91006

16.  Ownership  Structure:  Parent owns 100% of the outstanding capital stock of
Borrower.

17.  Owned Real Property: None.

     Leased Real Property (including legal name of landlord and monthly rent):
     -------------------------------------------------------------------------

     Address:                         Landlord:               Monthly Rent:
     10333 Southport Road S.W.        Telvent Canada Ltd.     $21,135 (Canadian)
     Suite 355
     Calgary, Alberta
     T2W 3X6
     (Parent is the actual tenant under this lease)

     Suite LM3
     155 Glendeer Circle S.E.         Burnswest Corporation   $3,221
     Calgary, Alberta
     T2H 2S8

     1701 Novato Blvd.                City Center Group       $20,319
     Suite 100 and Suite 107
     Novato, California  94947

     125 East Wheeler Avenue          125 Wheeler Avenue      $2,042
     Arcadia, California  91006       Partnership

     Warehousemen,  processors,  consignees  or other  bailees in  possession or
     control of any Inventory  (include name,  address where Inventory is stored
     and description of the arrangement): None.

18.  Bank Accounts:

     [Omitted]



                                      -38-
<PAGE>


19.  Commercial Tort Claims: None.

20.  Financial Covenants:

(a) Borrower and Parent shall  maintain,  as of the last day of each quarter for
the  four-quarter  period then ended, a ratio of Borrower's and Parent's (i) net
income  (excluding  extraordinary  gains) before provision for interest expense,
taxes, depreciation and amortization,  to (ii) interest expense, of at least (w)
1.5 to 1 for the period  commencing with the fiscal quarter ending September 30,
2004 through and including the fiscal quarter ending  December 31, 2005; (x) 2.0
to 1 for the period  commencing  with the fiscal  quarter  ending March 31, 2006
through and including the fiscal quarter ending December 31, 2006; (y) 2.25 to 1
for the period  commencing with the fiscal quarter ending March 31, 2007 through
and  including the fiscal  quarter  ending  December 31, 2007;  and (z) 2.5 to 1
thereafter.

(b) Borrower and Parent shall at all times maintain,  on a consolidated basis, a
Tangible Net Worth, plus the outstanding principal balance of Subordinated Debt,
of at least  $3,000,000,  plus an amount equal to 50% of Borrower's and Parent's
net income (determined in conformity with GAAP) for each fiscal year of Borrower
commencing  with the fiscal year ending  March 31,  2005.  Each  increase in the
required Tangible Net Worth hereunder in connection with Borrower's and Parent's
net income shall be determined based on Borrower's interim financial  statements
required to be delivered to Lender under this Agreement, and each increase shall
be effective  from and after the date that  Borrower is required to deliver such
interim financial  statements to Lender. The minimum Tangible Net Worth required
hereunder  shall not be reduced by any net loss of Borrower  or Parent.  As used
herein, "Tangible Net Worth" means, as of any date, the total assets of Borrower
and Parent  minus the total  liabilities  of Borrower and Parent  calculated  in
conformity with GAAP, less all amounts due from Affiliates of Borrower,  Parent,
any Support Party or any other Obligor (other than amounts due to Borrower under
or in  connection  with agency  agreements  pursuant to which a Person which was
acquired by Borrower agrees to process the purchased book of business until such
time as the agency  contracts  between such Person and the applicable  Insurance
Companies are placed in Borrower's name), and the amount of all intangible items
reflected  therein,   including  all  unamortized  debt  discount  and  expense,
unamortized  research and development  expense,  unamortized  deferred  charges,
goodwill,  intellectual  property,  unamortized  excess cost of  investments  in
subsidiaries  over equity at dates of  acquisition,  and all similar items which
should  properly be treated as  intangibles in accordance  with GAAP;  provided,
however, that the "Customer Accounts" item on Borrower's balance sheet shall not
be  considered  an  intangible  asset under this  paragraph  so long as Borrower
continues its current accounting practices with respect thereto.

(c) Borrower and Parent shall at all times maintain,  on a consolidated basis, a
ratio of (i) total liabilities (determined in accordance with GAAP), to (ii) (A)
Tangible Net Worth,  plus (B) the outstanding  principal balance of Subordinated
Debt,  of at not more than (y) 10.0 to 1 from the  Agreement  Date  through  and
including March 31, 2005, and (z) 8.0 to 1 thereafter.



                                      -39-
<PAGE>

(d) Borrower shall at all times maintain a Net Worth (exclusive of any assets or
liabilities  of Parent) of at least  $3,000,000.  As used  herein,  "Net  Worth"
means, as of any date, the total assets of Borrower minus the total  liabilities
of Borrower (other than Subordinated Debt), calculated in conformity with GAAP.

21.  Permitted Purchase Money Debt: $100,000

22.  Permitted Capital Expenditures:  $100,000;  provided, however, that capital
expenditures approved by Lender in connection with a Permitted Acquisition shall
not count against such $100,000 per year limitation.

23.  Annual  Financial   Statements:   To  be  audited  and  certified   without
qualification  by  an  independent   practicing   certified  public   accountant
acceptable to Lender.

24.  Borrowing Base  Certificates:  Borrower shall deliver to Lender a Borrowing
Base  Certificate no less  frequently than monthly (by the fifth Business Day of
each month and  determined  as of the close of business on the last Business Day
of the immediately preceding month).

25.  Field  Examinations:  Borrower agrees to pay to Lender  Lender's  customary
fees  and  disbursements  relating  to  field  examinations  of the  Collateral,
Borrower, Borrower's business and Borrower's books and records, which, as of the
Agreement  Date,  are $850 per  examiner  per day plus all of the  out-of-pocket
examination costs and travel and other expenses incurred by such examiners.

26.  Cross Default Amount: $100,000

27.  Judgment Cross Default Amount: $100,000

28.  Change of Management Default:

     Name                               Office
     Primo Podorieszach                 President of Parent
     Primo Podorieszach                 Chief Executive Officer of Borrower
     Tony Consalvo                      Chief Operating Officer of Borrower

29.  Notice Addresses:

If to Borrower:                         Addison York Insurance Brokers Ltd.
                                        10333 Southport Road S.W., Suite 355
                                        Calgary, Alberta, T2W 3X6
                                        Attn.: Primo Podorieszach
                                        Facsimile No.: 403-225-5745



                                      -40-
<PAGE>

With a copy to:                         Quarles & Brady
                                        411 East Wisconsin Avenue
                                        Milwaukee, Wisconsin 53202-4497
                                        Attn.:  Tony Marino
                                        Facsimile No.: 414-271-3552

If to Lender :                          FCC, LLC, d/b/a First Capital
                                        125 TownPark Drive, Suite 190
                                        Kennesaw, Georgia 30144
                                        Attn.:  Brian J. Cuttic, Senior Vice
                                          President
                                        Facsimile No.: 678-594-5901

With a copy to:                         Stephen D. Palmer, Esq.
                                        Troutman Sanders LLP
                                        600 Peachtree Street, N.E., Suite 5200
                                        Atlanta, Georgia 30308-2216
                                        Facsimile No.: 404-885-3995





                                      -41-
<PAGE>

                                    EXHIBIT A

                   [Attach form of Borrowing Base Certificate]





<PAGE>


                                    EXHIBIT B

                         FORM OF COMPLIANCE CERTIFICATE

                    [TO BE PROVIDED ON BORROWER'S LETTERHEAD]

                            __________________, 200__

FCC, LLC, d/b/a First Capital
125 TownPark Drive, Suite 190
Kennesaw, Georgia  30144
Attn.:  Brian J. Cuttic, Senior Vice President

The undersigned, the _________________ of ADDISON YORK INSURANCE BROKERS LTD., a
Delaware  corporation  ("Borrower"),  gives this  certificate to FCC, LLC, d/b/a
First Capital,  a Florida limited  liability company  ("Lender"),  in accordance
with the  requirements  of that certain Loan and Security  Agreement dated as of
June 3, 2004  between  Borrower  and Lender (as amended  from time to time,  the
"Loan Agreement").  Capitalized terms used in this Certificate, unless otherwise
defined herein, shall have the meanings ascribed to them in the Loan Agreement.

No Default exists on the date hereof, other than:  ________________________  [if
none, so state].

As of the date  hereof,  Borrower is current in its payment of all accrued  rent
and other  charges to  Persons  who own or lease any  premises  where any of the
Collateral  is located,  and there are no pending  disputes or claims  regarding
Borrower's failure to pay or delay in payment of any such rent or other charges.

Set forth on  Appendix  1  attached  hereto  is a true,  accurate  and  complete
calculation  with respect to the financial  covenants of Borrower under the Loan
Agreement.

                                        Yours truly,

                                        ADDISON YORK INSURANCE BROKERS LTD.


                                        By:
                                            -----------------------------------
                                        Name:
                                            -----------------------------------
                                        Title:
                                            -----------------------------------



<PAGE>


                                  Appendix 1


A.   Minimum  Interest  Coverage  Ratio  Requirement  of ___ to 1 (Borrower  and
     Parent)

     Interest Coverage Ratio          (a) net income (excluding extraordinary
                                      gains), plus interest expense, plus taxes,
                                      plus depreciation and amortization,
                                      divided by (b) interest expense

                Net Income                  $______________________, plus
                Interest Expense            $______________________, plus
                Taxes                       $______________________, plus
                Depreciation                $______________________, plus
                Amortization                $______________________ equals

                Numerator                   $______________________


                Interest Expense            $______________________, plus

                Actual Interest Coverage
                    Ratio               =           __________ to 1


B.   Minimum Tangible Net Worth Plus  Subordinated Debt Requirement of $________
     (Borrower and Parent)

     Tangible Net Worth = Net Worth, plus Subordinated Debt less Intangibles

                Net Worth                   $_________________, plus

                Subordinated Debt           $_________________, less

                Intangible assets           $_________________

          Actual Tangible Net Worth         $___________________


C.   Maximum Ratio of Total Liabilities to Tangible Net Worth, plus Subordinated
     Debt, Requirement of ___ to 1 (Borrower and Parent)

     Required Ratio    =    (a) Total liabilities divided by (b) the sum of
                            (i) Tangible Net Worth, plus (ii) Subordinated Debt

                Total liabilities           $_________________, divided by the
                                                                 sum of

                Tangible Net Worth          $_________________, plus

                Subordinated Debt           $_________________

     Actual Ratio of Total  Liabilities to Tangible Net Worth plus  Subordinated
     Debt: ____ to 1



<PAGE>


D.   Minimum Net Worth of $1,400,000 (Borrower only)

     Net Worth  =  Total Assets less Total Liabilities (other than Subordinated
                   Debt)

                Total Assets                $_________________, less

                Total Liabilities           $_________________, plus

                Subordinated Debt           $_________________

              Actual Net Worth of Borrower: $_________________



       [INSERT OR REVISE FINANCIAL COVENANT CALCULATIONS AS APPROPRIATE.]