EXHIBIT 4.37




            WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

     THIS  WAIVER  AND FIRST  AMENDMENT  TO LOAN AND  SECURITY  AGREEMENT  (this
"Agreement")  is made  and  entered  into as of the 31st  day of  August,  2004,
between FCC, LLC,  d/b/a First  Capital,  a Florida  limited  liability  company
("Lender"),  and Addison York  Insurance  Brokers  Ltd., a Delaware  corporation
("Borrower").

                              W I T N E S S E T H:

     WHEREAS,  Borrower and Lender are parties to that certain Loan and Security
Agreement  dated  as  of  June  3,  2004  (as  amended,  restated,  modified  or
supplemented from time to time, the "Loan Agreement"); and

     WHEREAS, Borrower is in default under the Loan Agreement; and

     WHEREAS,  Borrower has requested that Lender waive such default, and Lender
is willing to do so on the terms and conditions set forth herein; and

     WHEREAS,  Borrower  and Lender  desire to amend the Loan  Agreement  on the
terms and conditions set forth herein.

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

     1. All capitalized  terms used herein and not otherwise  expressly  defined
herein  shall  have the  respective  meanings  given  to such  terms in the Loan
Agreement.

     2.  Borrower  hereby  acknowledges  and agrees that  Borrower is in default
under Section 6 of the Loan Agreement and Item 20(b) of the Schedule to the Loan
Agreement  as a result of  Borrower's  failure to maintain a Tangible  Net Worth
plus Subordinated Debt of at least $3,000,000 as of June 30, 2004 (the "Existing
Default"). Lender hereby waives the Existing Default. Additionally, Borrower has
informed  Lender that  Borrower  expects to be in  violation of Section 6 of the
Loan  Agreement and Item 20(b) of the Schedule to the Loan  Agreement as of July
31, 2004,  August 31, 2004,  and September  30, 2004 (the  "Pending  Defaults").
Lender hereby waives the Pending Defaults.

     3. The Loan  Agreement is amended by inserting the following new clause (e)
in Item 20 of the Schedule to the Loan Agreement:

          (e) From and after September 30, 2004, Borrower shall cause Borrower's
     division  which  will  operate  the  insurance   agency  acquired  from  Al
     Vinciguerra  Ltd.  to  maintain a ratio of such  division's  (i) net income
     (excluding  extraordinary  gains) before  provision  for interest  expense,
     taxes,  depreciation  and  amortization,  to (ii)  interest  expense,  plus
     payments of principal actually made or scheduled to be made with respect to
     indebtedness (other than scheduled but unpaid payments on Subordinated Debt
     and  principal  payments on  revolving

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     loans under this  Agreement),  plus  payments  with respect to  capitalized
     leases,  plus taxes,  plus  dividends and  distributions,  plus  unfinanced
     capital expenditures,  of at least 1.0 to 1.0. For the months of September,
     2004 through July, 2005, such ratio shall be measured as of the last day of
     each month for the period from  September  1, 2004  through the last day of
     the calendar  month most recently  ended,  and, for the month ending August
     31,  2005 and for each  calendar  month  thereafter,  such  ratio  shall be
     measured  as of the last day of such  calendar  month for the  twelve-month
     period then ended.

     4. Borrower hereby restates,  ratifies,  and reaffirms each and every term,
condition  representation  and  warranty  heretofore  made  by  it  under  or in
connection  with the  execution and delivery of the Loan  Agreement,  as amended
hereby,  and the other Loan Documents,  as fully as though such  representations
and warranties  had been made on the date hereof and with specific  reference to
this Agreement and the Loan Documents.

     5. Except as set forth herein,  the Loan  Agreement  shall be and remain in
full force and effect as originally  written,  and shall  constitute  the legal,
valid, binding and enforceable obligation of Borrower to Lender.

     6.  In  consideration  of the  accommodations  made  by  Lender  hereunder,
Borrower  agrees to pay to Lender on demand all costs and  expenses of Lender in
connection  with the  preparation,  execution,  delivery and enforcement of this
Agreement and the other Loan Documents and any other  transactions  contemplated
hereby and thereby,  including,  without limitation,  the fees and out-of-pocket
expenses of legal counsel to Lender.

     7.  To  induce  Lender  to  enter  into  this  Agreement,  Borrower  hereby
represents and warrants that, as of the date hereof,  and after giving effect to
the terms hereof,  there exists no Event of Default under the Loan  Agreement or
any of the other Loan Documents.

     8. To induce Lender to enter into this Agreement, Borrower (a) acknowledges
and agrees that no right of offset,  defense,  counterclaim,  claim or objection
exists in favor of Borrower against Lender arising out of or with respect to the
Loan  Agreement,  the  other  Loan  Documents,  the  Obligations,  or any  other
arrangement  or  relationship  between  Lender and  Borrower,  and (b) releases,
acquits,  remises and forever  discharges  Lender and its  affiliates and all of
their  past,  present  and  future  officers,   directors,   employees,  agents,
attorneys,  representatives,  successors  and  assigns  from any and all claims,
demands,  actions and causes of action, whether at law or in equity, whether now
accrued or hereafter maturing,  and whether known or unknown, which Borrower now
or hereafter may have by reason of any manner,  cause or things to and including
the date of this  Agreement  with  respect  to  matters  arising  out of or with
respect to the Loan Agreement, the other Loan Documents, the Obligations, or any
other arrangement or relationship between Lender and Borrower.

     9.  Borrower  acknowledges  that (a) except as expressly  set forth herein,
Lender has not agreed to (and has no obligation whatsoever to discuss, negotiate
or agree to) any restructuring,  modification,  amendment, waiver or forbearance
with respect to the Obligations or any of the terms of the Loan  Documents,  (b)
no  understanding  with  respect  to  any  other


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restructuring,  modification,  amendment,  waiver or forbearance with respect to
the  Obligations  or any of the terms of the Loan Documents  shall  constitute a
legally binding agreement or contract,  or have any force or effect  whatsoever,
unless and until reduced to writing and signed by authorized  representatives of
Borrower and Lender,  and (c) the execution  and delivery of this  Agreement has
not  established  any course of dealing among the parties  hereto or created any
obligation  or  agreement  of Lender with  respect to any future  restructuring,
modification,  amendment,  waiver or forbearance with respect to the Obligations
or any of the terms of the Loan Documents.

     10. This  Agreement  may be executed in any number of  counterparts  and by
different  parties  hereto in  separate  counterparts,  each of  which,  when so
executed  and  delivered,  shall be  deemed to be an  original  and all of which
counterparts, taken together, shall constitute but one and the same instrument.

     11. This  Agreement  shall be binding  upon and inure to the benefit of the
successors and permitted assigns of the parties hereto.

     12. This Agreement shall be governed by, and construed in accordance  with,
the laws of the State of Georgia, other than its laws respecting choice of law.

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     IN WITNESS  WHEREOF,  Borrower and Lender have caused this  Agreement to be
duly executed as of the date 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


Each  of  the  undersigned  acknowledges  the  foregoing  and  agrees  that  his
respective  Contingent  Guaranty  in favor of  Lender  dated as of June 3,  2004
remains  in full  force and  effect,  subject  to no right of  offset,  claim or
counterclaim.


/s/ P. Podorieszach
-------------------------------
PRIMO PODORIESZACH


/s/ Tony Consalvo
-------------------------------
TONY CONSALVO


/s/ John Kabaker
-------------------------------
JOHN KABAKER


The undersigned  acknowledges the foregoing and agrees that the Guarantee of the
undersigned  in favor of Lender  dated as of June 3, 2004  remains in full force
and effect, subject to no right of offset, claim or counterclaim.

ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD.

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


Oak Street Funding LLC hereby consents to the foregoing.

OAK STREET FUNDING LLC

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