EXHIBIT 4.27



THIS AGREEMENT IS MADE EFFECTIVE as at the 1st day of October, 2003

BETWEEN:

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

                                       and

                             DKWS ENTERPRISES, INC.
                          a body corporate incorporated
                 pursuant to the laws of the State of California
                       (hereinafter referred to as "DKWS")

                                       and

                        KABAKER FAMILY TRUST OF JULY 1998
         a trust formed pursuant to the laws of the State of California,
                    (hereinafter referred to as the "Trust")

                                       and

                                 JOHN W. KABAKER
                        a resident of the City of Novato
                           in the State of California
                       (hereinafter referred to as "JWK")

                                       and

                                 THEOLYN KABAKER
                        a resident of the City of Novato
                           in the State of California
                        (hereinafter referred to as "TK")

WHEREAS DKWS has its principal  offices in Novato,  California  and is primarily
engaged in the  insurance  brokerage  business in  California  under the name of
"Vista International Insurance Brokers" (the "Business"),  and wishes to sell to
the Purchaser substantially all of the Business' assets (other than as described
herein)  and the  Purchaser  desires to acquire  such  assets upon the terms and
conditions expressed in this Agreement;

AND  WHEREAS  the Trust owns the  insurance  Client  Files and Book of  Business
processed by DKWS and wishes to sell to the Purchaser  substantially  all of its
assets  including the insurance  Client Files and book of business  processed by
DKWS and the  Purchaser  desires  to  acquire  such  assets  upon the  terms and
conditions expressed in this Agreement;



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<PAGE>

AND WHEREAS the Trust was formed pursuant to the laws of the State of California
by an agreement dated July 2, 1998, and the trustees of the Trust are JWK and TK
(together referred to herein as the "Trustees");

AND WHEREAS the Trust owns all of the outstanding capital stock of DKWS and will
provide certain  non-competition,  indemnification  and other  assurances to the
Purchaser as a material inducement for Purchaser to enter into this transaction;

AND WHEREAS JWK and TK currently operate and manage the affairs of the Trust and
DKWS (in their  capacities  as trustees,  officers and directors as the case may
be) and are entering  into this  Agreement to provide  certain  non-competition,
indemnification  and other assurances to the Purchaser as a material  inducement
for Purchaser to enter into this transaction;

NOW THEREFORE in  consideration  of the premises and the mutual  agreements  and
covenants herein contained,  and for other good and valuable consideration,  the
Parties covenant and agree as follows:

1.00 - DEFINITIONS

1.01 In this  Agreement,  unless  there is  something  in the subject  matter or
     context  inconsistent  therewith,  the following words and terms shall have
     the respective meanings ascribed to them as follows:

(a)       "Adverse Consequences" means all charges, complaints,  actions, suits,
     proceedings, hearings, investigations,  claims, demands, judgments, orders,
     decrees, stipulations, injunctions, damages, dues, penalties, fines, costs,
     amounts paid in settlement,  liabilities (whether known or unknown, whether
     absolute or contingent, whether liquidated or unliquidated, and whether due
     or to become due), obligations,  taxes, liens, losses,  expenses, and fees,
     including all reasonable attorneys' fees and court costs;

(a)       "Assumed Contracts" shall mean any right, title, interest, entitlement
     or benefit of the Vendor  under or in respect of any  contract,  agreement,
     non-competition contract, lease, engagement, commitments including unfilled
     orders  received by the Vendor in  connection  with the Business or license
     which  is  applicable  to the  Business  and  specifically  assumed  by the
     Purchaser  to the  extent  the same  may be  assignable  to the  Purchaser,
     including,  but not restricted  to, the Lease  Agreements and the contracts
     described in Schedules "C" and "D" attached hereto;

(a)       "Carrier  Appointment"  means that the Purchaser has received  written
     notification from an insurance  carrier or wholesaler,  as the case may be,
     stating that the Purchaser is an authorized agent of the insurance  carrier
     or wholesaler for the sale of its insurance products;



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<PAGE>


(a)       "Client Files" shall mean all business files, customer lists and other
     records  applicable  to  the  Business  including,   without  limiting  the
     generality  of the  foregoing,  the Client List  attached  as Schedule  "A"
     hereto,  all  client  files  and  policies  owned by the  Vendor  and which
     reasonably would result in Earned  Commissions for the Vendor prior to this
     sale and are  expected to result in Earned  Commissions  for the  Purchaser
     thereafter;  all lapsed client files which relate to former  clients of the
     Business and all records,  documents,  computer tapes and disks and related
     electronic  data in which or by which  any such  Business  files,  customer
     lists,  lapsed client files or other records applicable to the Business are
     stored or kept;

(a)       "Closing Date" means the 17th day of October, 2003, or such other date
     as shall be mutually agreed to by the parties in writing;

(a)       "Closing  Time" means 2:00 o'clock a.m.  Pacific  time, on the Closing
     Date or such other time on such date as the  parties  may agree as the time
     at which the Closing shall take place;

(a)       "Commissions Earned" or "Earned Commissions" shall mean the commission
     revenue  attributable  to policies sold by the Vendor and/or  payable under
     agreements  with insurers,  with an effective date after the Effective Date
     and which shall include commissions  notwithstanding  that the same may not
     have been invoiced.  Notwithstanding the foregoing,  the Commissions Earned
     shall not include any:
          (i)  Contingency Revenues in excess of $50,000.00;
          (ii) revenues  derived by the Purchaser  from joint venture or revenue
               processing  agreements  which the  Purchaser  or Vendor may enter
               into after the Closing Date, except those revenues derived by the
               Purchaser  from those  persons or agencies  set forth on Schedule
               "M" attached  hereto which shall be included in the definition of
               Earned Commissions;
          (iii) life insurance revenues;
          (iv) interest income; or
          (v)  finance charges;

(a)       "Contingency Revenue" means those commissions paid to the Purchaser by
     insurance  companies based upon the volume,  growth and or profitability of
     insurance business placed with such insurance companies by the Purchaser;

(a)       "Effective Date" means October 1st, 2003; (a)

(a)       "Environmental,  Health,  And  Safety  Laws"  means the  Comprehensive
     Environmental  Response,  Compensation  and  Liability  Act  of  1980,  the
     Resource Conservation and Recovery Act of 1976, and the Occupational Safety
     and  Health  Act of 1970,  each as  amended,  together  with all other laws
     (including  rules,  regulations,  codes,  plans,  injunctions,   judgments,
     orders, decrees, rulings, and charges thereunder) of federal, state, local,
     and foreign governments (and all



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<PAGE>

     agencies  thereof)  concerning  pollution or protection of the environment,
     public health and safety,  or employee  health and safety,  including  laws
     relating to emissions,  discharges,  releases,  or  threatened  releases of
     pollutants,  contaminants,  or chemical,  industrial,  hazardous,  or toxic
     materials or wastes into ambient air, surface water, ground water, or lands
     or otherwise relating to the manufacture,  processing,  distribution,  use,
     treatment,   storage,  disposal,  transport,  or  handling  of  pollutants,
     contaminants,  or chemical,  industrial,  hazardous,  or toxic materials or
     wastes;

(a)       "Escrow Agent" means Demiantschuk Milley Burke & Hoffinger, barristers
     and solicitors,  located at 1200, 1015 - 4th Street, SW, Calgary,  Alberta,
     T2R 1J4;

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

(a)       "Intellectual  Property" means (A) all inventions  (whether patentable
     or unpatentable  and whether or not reduced to practice),  all improvements
     thereto,  and all patents,  patent  applications,  and patent  disclosures,
     together  with  all  reissuances,   continuations,   continuations-in-part,
     revisions,  extensions,  and  reexaminations  thereof,  (B) all trademarks,
     service  marks,  trade  dress,  logos,   together  with  all  translations,
     adaptations,  derivations,  and  combinations  thereof  and  including  all
     goodwill associated  therewith,  and all applications,  registrations,  and
     renewals  in  connection  therewith,   (C)  all  copyrightable  works,  all
     copyrights, and all applications, registrations, and renewals in connection
     therewith,  (D) all mask  works and all  applications,  registrations,  and
     renewals in connection  therewith,  (E) all trade secrets and  confidential
     business information (including ideas, research and development,  know-how,
     formulas,   compositions,   manufacturing  and  production   processes  and
     techniques, technical data, designs, drawings, specifications, customer and
     supplier lists,  pricing and cost  information,  and business and marketing
     plans and proposals), (F) all computer software (including data and related
     documentation),  (G) all other proprietary  rights,  and (H) all copies and
     tangible embodiments thereof (in whatever form or medium);

(a)       "Lease Agreements" means the lease agreements and sub-lease agreements
     (as the  case may be) for the  Premises  of the  Business  as  attached  as
     Schedule "C" hereto;

(r)       "Non-Competition   Agreement"   means  those   agreements   respecting
     competition  by  DKWS,  the  Trust,  JWK and TK  substantially  in the form
     attached hereto as Schedule "F";

(p)       "Premises"  means the properties as municipally  described in Schedule
     "V" attached hereto;

(p)       "Purchased Assets" means, subject to paragraph 2.03 herein, all of the





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     assets,  property and rights  (other than the Excluded  Assets) of any kind
     and description owned and used by the Vendor or held by them for use in, or
     in respect  of the  operations  of,  the  Business  wherever  such  assets,
     property or rights are located as of the Effective  Date hereof  including,
     without limitation, the following assets, properties and rights: (p)
     i    all  rights,  title and  interest  of the  Vendor in, to and under all
          Assumed  Contracts,   contracts,   leases,  agreements,   engagements,
          commitments  including  unfilled  orders  received  by the  Vendor  in
          connection  with the Business and other rights of or pertaining to the
          Business as are  specifically  accepted by the  Purchaser  in writing,
          whether written or unwritten,  provided that the Purchaser shall in no
          event be liable or  responsible  for any  liabilities  or  obligations
          thereunder  which shall be in existence  at, or accruing for or during
          the period prior to, the Closing  Date except as  otherwise  agreed in
          this Agreement;
     ii   all fixed assets, equipment,  supplies, inventory of and pertaining to
          and used in the Business, including without limiting the generality of
          the  foregoing,  all  furniture,   furnishings,   fixtures,  leasehold
          improvements  (whether or not fixtures),  and all other  materials and
          accessories,  goods, chattels and effects of all kinds utilized by the
          Vendor in  connection  with the  operation of the Business  including,
          without  limitation,   computer  hardware,  credit  card  verification
          equipment,  computer software and accounting  systems and all of those
          other assets listed in Schedule "B" (collectively the "Fixed Assets");
     iii  the  right of the  Vendor to carry on the  Business  under the name of
          "Vista International Insurance Brokers" and the right to use any words
          or tradenames of the Vendor indicating that the Business is so carried
          on;
     iv   the  goodwill of the Vendor in the  Business  ("Goodwill")  including,
          without limitation, the rights granted to the Purchaser in respect of,
          inter alia, the name "Vista  International  Insurance Brokers" for use
          in the Business,  the right of the Vendor to retain and use all of the
          Business' present telephone  numbers,  listings and  advertisements as
          listed in the current telephone  directory for all locations where the
          Business is conducted  and all  licenses,  permits and other  required
          authorizations  issued by any governmental body, which are required in
          the continued operation of the Business and which are assignable,  and
          the list of customers of and  suppliers  to the  Business,  and to the
          extent  they  exist  and are  capable  of being  assigned  any and all
          customer  profiles and customer  databases and all advertising  signs,
          registered and unregistered trademarks,  trade or brand names, service
          marks,   copyrights,   franchises,   technology  or  other   processes
          pertaining to the Business;
     v    all of the Vendor's Business records necessary to enable the Purchaser
          to renew  the  Purchased  Book of  Business  (as  defined  in  section
          1.00(p)(vii) below);
     vi   all Intellectual Property related to the Business;
     vii  all of the Business,  including, but not limited to, the life, health,
          bond, and property and casualty  insurance business (both personal and
          commercial



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          lines) and renewals and expirations thereof, together with all written
          or otherwise recorded  documentation,  data or information relating to
          the Business,  whether compiled by Vendor or by other agents, trustees
          or  employees of Vendor,  including,  but not limited to: (i) lists of
          insurance  companies  and records  pertaining  thereto;  (ii) customer
          lists,  prospect  lists,  policy  forms,  and/or  rating  information,
          expiration  dates,  information on risk  characteristics,  information
          concerning insurance markets for large or unusual risks, and all other
          types of written or otherwise recorded information customarily used by
          Vendor or  available  to Vendor,  including  all other  records of and
          pertaining to the accounts and customers of Vendor,  past and present,
          including,  but not  limited  to, the active  insurance  customers  of
          Vendor (collectively, the "Purchased Book of Business");
     viii All other assets of Vendor  relating or  pertaining  to the  Purchased
          Book of Business,  including (i) computer  disks,  servers,  software,
          databases  (whether  in the  form of  computer  tapes  or  otherwise),
          related object and source codes, and associated manuals, and any other
          records or media of storage or programs for  retrieval of  information
          pertaining  to the Purchased  Book of Business,  (ii) all supplies and
          materials, including promotional and advertising materials, brochures,
          plans,  supplier lists, manuals,  handbooks,  and related written data
          and  information,  (iii) customer and other deposits and  prepayments,
          (iv) transferable approvals, permits, licenses, orders, registrations,
          certificates,  variances and similar rights obtained from  governments
          and  governmental  agencies  to  own  and  operate  the  Business  and
          Purchased Assets; and (v) the Client Files and book of business; and
     ix   all  rights,  title and  interest  of the  Vendor in, to and under all
          contracts,  leases,  agreements,  engagements,   commitments  and  all
          commission  revenue  derived  by the  Vendor  from  those  persons  or
          agencies set forth on Schedule "M" attached  hereto and forming a part
          hereof;




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<PAGE>

(r)       "Tax"  means any  federal,  state,  local,  or foreign  income,  gross
     receipts,   license,  payroll,   employment,   excise,  severance,   stamp,
     occupation, premium, windfall profits, environmental (including taxes under
     Code Section 59A),  customs  duties,  capital  stock,  franchise,  profits,
     withholding, social security (or similar),  unemployment,  disability, real
     property,  personal  property,  sales, use, transfer,  registration,  value
     added,  alternative or add-on minimum,  estimated, or other tax of any kind
     whatsoever,  including any interest,  penalty, or addition thereto, whether
     disputed or not; (r)

(r)       "Tax Return" means any return, declaration,  report, claim for refund,
     or  information  return or  statement  relating to Taxes  arising  from the
     operation  of the  Business  or the  ownership  of  the  Purchased  Assets,
     including any schedule or attachment  thereto,  and including any amendment
     thereof;

(r)       "Vendor" means collectively DKWS and the Trust.

1.02 The  following  are  the  Schedules  which  are to be  attached  to and are
     incorporated  into this  Agreement by reference and are deemed to be a part
     hereof:
     (d)  Schedule  "A":  Client list  including  the Client  Files and names of
          customers  (current  and  previous),   all  commission  revenues,  all
          premiums and all policies in force for each client,  also  referred to
          as the Accounts;
     (e)  Schedule "B": Fixed Assets of the Vendor on Closing Date;
     (f)  Schedule "C" Lease Agreements;
     (g)  Schedule  "D":  Assumed   Contracts   (including   insurance   company
          contracts) of the Vendor;
     (h)  Schedule "E": Financial Statements of the Vendor;
     (i)  Schedule "F"  Non-Competition  Agreements of DKWS, the Trust,  JWK and
          TK;
     (j)  Schedule "G" Employment Agreements of JWK and TK;
     (k)  Schedule "H" Permitted Encumbrances;
     (l)  Schedule "I" Tax Returns and Other Tax Matters;
     (m)  Schedule "J" Volume Reports - Summary Production Reports;
     (n)  Schedule "K" Vendor's Insurance;
     (o)  Schedule "L" Escrow Agreement;
     (p)  Schedule "M" Joint Venture Agencies;
     (q)  Schedule "N" Schedule of Vendors Existing carrier  appointments With a
          B+ or Higher Rating;
     (r)  Schedule "O" Promissory Note;
     (s)  Schedule "P" Agency Agreement;
     (t)  Schedule "Q" Final Note;
     (u)  Schedule "R" Subordination Agreement and Power of Attorney;
     (v)  Schedule "S" DKWS Liabilities
     (w)  Schedule "T" Excluded Assets;
     (x)  Schedule "U" Security Agreement;
     (y)  Schedule "V" Municipal Description of Premises; and



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     (z)  Schedule  "W" List of Those  Clients of the  Business  From The Client
          Files  Who  Provide  Earned  Commissions  to the  Vendor  in excess of
          $5,000.00 per Annum.

1.03 Unless  otherwise  indicated,  all  dollar  amounts  referred  to  in  this
     Agreement are in United States funds.

1.04 Any  references  herein dealing with federal or state  legislation,  rules,
     regulations  or codes shall be deemed to be a reference to those federal or
     state  legislation,  rules,  regulations  or codes as amended  from time to
     time.

2.00 - THE ACQUISITION

2.01 At the Effective  Date, and upon and subject to the terms and conditions of
     this Agreement, the parties mutually covenant and agree as follows:

(a)       Vendor shall sell, convey and assign to Purchaser all right, title and
     interest  of Vendor in and to the  Purchased  Assets  free and clear of all
     liens, pledges, security interests,  charges,  restrictions or encumbrances
     of any  nature  whatsoever,  except for those  described  in  Schedule  "H"
     annexed hereto; and

(b)       Purchaser  shall purchase and accept the Purchased  Assets from Vendor
     and  assume  the  Assumed  Contracts  in  exchange  for  the  consideration
     described in Article 3.00.

2.02 On the Effective  Date,  Purchaser  shall assume all of the obligations and
     liabilities  first arising or occurring  under the Assumed  Contracts after
     the Closing Date.  Except for these  obligations,  the Purchaser  shall not
     assume or be deemed to have  assumed any  liability  or  obligation  of the
     Vendor whatsoever.

2.03 Vendor does not agree to sell or assign,  and  Purchaser  does not agree to
     purchase or assume,  any assets,  liabilities and obligations not described
     in  paragraphs  2.01  or  2.02  of this  Agreement.  Without  limiting  the
     foregoing  and  notwithstanding  anything to the contrary set forth herein,
     Purchaser shall not purchase or assume any of the following:

(a)       the Vendor's cash in hand or in banks and other readily liquid working
     capital  as of the  close of  business  on the  Effective  Date,  including
     Vendor's accounts and other receivables, money market certificates, stocks,
     bonds, and Vendor's automobiles and other vehicles;

(b)       Vendor's claims,  refunds,  causes of action, choses in action, rights
     of recovery,  rights of set off, and rights or  recoupment  (including  any
     such right  relating to the payment of Taxes) except those  relating to the
     Purchased Assets or the Business arising after the Effective Date;

(c)       (i) any  contract,  lease  or other  obligation  that  relates  to the
     Purchased Assets or the Business and is not otherwise assigned to Purchaser
     under  this  Agreement  or (ii) any  contract,  lease  or other  obligation
     whatsoever not relating to the Purchased Assets or the Business;

(d)       (i) Vendor's  corporate  charter,  taxpayer  and other  identification
     numbers,   seals,   minute  books,   stock  transfer  books,   blank  stock
     certificates,   and  other



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<PAGE>

     documents  relating to the  organization,  maintenance,  and  existence  of
     Vendor as a  corporation  or (ii) any of the  rights of Vendor  under  this
     Agreement;

(e)       any duty or  liability  of any type  whatsoever  with  respect  to any
     employee  or to any  pension  or  profit  sharing  plan or  other  employee
     benefit;

(f)       (i) any liability for income,  transfer,  sales, use, and other Taxes,
     including any such Taxes arising in connection with the consummation of the
     transactions  contemplated  hereby  (including  any Taxes  arising  because
     Vendor is transferring the Purchased Assets),  (ii) any liability of Vendor
     for the unpaid Taxes of any person or entity under United  States  Treasury
     Regulation  1.1502-6 (or any similar provision of state,  local, or foreign
     law), as a transferee or successor,  by contract,  or otherwise,  (iii) any
     obligation  of Vendor to  indemnify  any  person or entity  (including  any
     shareholder)  by  reason of the fact  that  such  person  or  entity  was a
     director,  officer,  employee,  or agent of  Vendor or was  serving  at the
     request  of any such  entity  as a  partner,  trustee,  director,  officer,
     employee,  or agent of another entity (whether such  indemnification is for
     judgments,  damages,  penalties,  fines, costs, amounts paid in settlement,
     losses, expenses, or otherwise and whether such indemnification is pursuant
     to any statute, charter document, bylaw, agreement, or otherwise), (iv) any
     liability of Vendor for costs and expenses incurred in connection with this
     Agreement and the transactions contemplated hereby, or (v) any liability or
     obligation of Vendor under this  Agreement (or under any related  agreement
     between Vendor on the one hand and Purchaser on the other hand entered into
     on or after the date of this Agreement); or

(g)       those assets set forth on Schedule "T" attached hereto.

2.04 The  consummation  of the purchase and sale of the  Purchased  Assets shall
     take place by way of the mutual  exchange of  documents  under  appropriate
     trust  conditions at the Closing Time on the Closing Date at the offices of
     the Escrow Agent,  unless  another date or place is agreed to in writing by
     the parties hereto.

3.00 - CONSIDERATION AND METHOD OF PAYMENT

3.01 Subject to the terms and  conditions of this  Agreement,  the Vendor hereby
     sells, assigns and transfers to the Purchaser and the Purchaser hereby buys
     from  the  Vendor  the  Purchased  Assets  for the  aggregate  sum of:  (1)
     $5,171,173.00 (which sum represents 80% of the Purchase Price),  subject to
     Adjustment  as set  out in  paragraph  3.04;  PLUS  (2)  that  amount  (the
     "Remaining  Balance  of the  Purchase  Price")  as shall be  determined  in
     accordance with the terms of paragraph 3.05 herein;  (both amounts together
     are referred to herein collectively as the "Purchase Price")

3.02 For all purposes  (including  federal and state income tax  purposes),  the
     parties agree to allocate the aggregate of the Purchase  Price (as adjusted
     pursuant to the First  Adjustment or the Second  Adjustment -  collectively
     referred  to herein as the  "Adjustment")  among  the  Purchased  Assets as
     follows (the "Allocation"): (i) $103,423.50 shall be allocated to the Fixed
     Assets owned by DKWS and listed on Schedule "B"; (ii) $103,423.50  shall be
     allocated  equally to the  covenants of DKWS,  JWK, TK and the Trust as set
     forth in the



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<PAGE>

     Non-Competition   Agreements   attached  as  Schedule  "F"  hereto;   (iii)
     $2,482,163.00  shall be allocated to the Goodwill,  and (iv)  $2,482,163.00
     shall be allocated to the Purchased Book of Business. Each of Purchaser and
     Vendor shall file, in accordance with the Internal Revenue Code of 1986, as
     amended (the "Code"), an Asset Acquisition  Statement on Form 8594 with its
     federal  income  tax  return  for the tax year in which  the  Closing  Date
     occurs, and shall contemporaneously  provide the other party with a copy of
     the Form 8594  being  filed.  The Form 8594  shall be  consistent  with the
     Allocation.  Each of  Purchaser  and Vendor also shall file any  additional
     Forms 8594 from time to time as are required to reflect any  Adjustment  to
     the  Purchase  Price  as  required  hereunder  or  any  alteration  in  the
     allocation   required  by  the   Purchaser's   auditor,   and  again  shall
     contemporaneously  provide  the other  party with a copy of the  additional
     Form 8594 being filed.  If there is an  Adjustment  in the  Purchase  Price
     resulting  from the  application  of Article 3.00 hereof,  then the amounts
     allocated  to Goodwill  and the  Purchased  Book of Business  shall each be
     reduced by an equal  amount  corresponding  to one half of the  Adjustment.
     Once the amount of the  Remaining  Balance of the  Purchase  Price has been
     determined  then the parties  hereto agree to allocate such amount  equally
     between  Goodwill and the Purchased Book of Business.  The final version of
     each  additional  Form 8594 as agreed to by  Purchaser  and Vendor shall be
     timely filed by each of Purchaser and Vendor. All indemnification  payments
     made pursuant to Article 6.00 hereof shall be treated as adjustments to the
     Purchase Price.

3.03 The Purchase Price shall be subject to Adjustment (as more particularly set
     forth in this Article 3.00) and be paid as follows:
     (a)  a down  payment on the Closing Date in the sum of  $1,656,173.00  (the
          "Down Payment") which shall be disbursed and distributed as follows;
          (i)  $103,423.50  shall be disbursed to DKWS or to the account of DKWS
               in full and final  payment for the Fixed Assets and, this sum (or
               such part  thereof  as is  necessary)  shall be  applied  by DKWS
               towards  the  liabilities  of DKWS as set forth on  Schedule  "S"
               attached  hereto  (the "DKWS  Liabilities")  and any other  trust
               account deficiencies of DKWS existing as at the Closing Date;
          (ii) $25,855.88  shall be  disbursed to DKWS or to the account of DKWS
               in full and final payment for the Non-Competition  Agreement and,
               this sum (or such part thereof as is necessary)  shall be applied
               by DKWS towards the DKWS  Liabilities and any other trust account
               deficiencies of DKWS existing as at the Closing Date;
          (iii)$396,173.00  shall be  disbursed  to DKWS on  behalf of the Trust
               (as a partial  payment for the  Purchased  Assets  excluding  the
               Fixed  Assets) and, this sum shall be applied by DKWS towards the
               DKWS Liabilities and any other trust account deficiencies of DKWS
               existing as at the Closing Date;
          (iv) $25,855.88  shall be  disbursed to the Trust or to the account of
               the  Trust  in full and  final  payment  for the  Non-Competition
               Agreement;
          (v)  $728,153.00  shall be disbursed to the Trust or to the account of
               the Trust as a partial payment for the Purchased Assets excluding
               the Fixed Assets;
          (vi) $25,855.88  shall be disbursed to JWK or to the account of JWK in
               full and final payment for the Non-Competition Agreement;
          (vii)$25,855.88  shall be  disbursed  to TK or to the account of TK in
               full and final



                                       10
<PAGE>

               payment for the Non-Competition Agreement; and
          (viii) $325,000.00 shall be disbursed to GVC Financial  Services,  LLC
               ("GVC") on behalf of the Vendor;
     (b)  on the Closing Date, the Purchaser shall provide the Escrow Agent with
          a promissory note (the  "Promissory  Note"),  attached as Schedule "O"
          hereto,  drawn in favour  of the  Vendor  in the  principal  amount of
          $3,515,000.00 (the "Principal  Amount").  The Promissory Note shall be
          held by the Escrow Agent and dealt with in  accordance  with the terms
          of paragraph  3.04 and the Escrow  Agreement  attached as Schedule "L"
          hereto.
     (c)  on the Closing Date, the Purchaser shall provide the Escrow Agent with
          a promissory note (the "Final Note"), attached as Schedule "Q" hereto,
          drawn in favour of the Vendor in the with the principal amount left in
          blank. The Final Note shall be held by the Escrow Agent and dealt with
          in  accordance  with  the  terms  of  paragraph  3.05  and the  Escrow
          Agreement .

3.04 The  Promissory  Note shall be dealt with in accordance  with the following
     terms:
     (a)  within 5 days of the end of the 14th month after the Closing Date, the
          Purchaser  shall prepare a Purchase Price  reconciliation  to show the
          actual  Commissions  Earned from the  Business.  If the actual  Earned
          Commission  revenue from the Business for the one year period from the
          Closing Date is less than $3,000,000.00,  then the Purchase Price will
          be adjusted downward in accordance with the following formula:
               (Earned  Commissions x 2.155 x 0.8) -  $5,171,173.00 = the "First
               Adjustment"
          if after the application of the formula the First  Adjustment  results
          in a negative number, then the Purchase Price and the Principal Amount
          of the  Promissory  Note shall be  reduced by an amount  equal to that
          negative  number.  For  greater  clarification,  the First  Adjustment
          cannot have the effect of  increasing  the Purchase  Price,  the First
          Adjustment can only lower the Purchase Price;
     (b)  if after the First Adjustment is determined,  there is no reduction in
          the  Purchase  Price,  then  there  shall  be no  changes  made to the
          Promissory Note by the Escrow Agent;
     (c)  if after the First  Adjustment is determined,  there is a reduction in
          the Purchase  Price,  then the Escrow Agent shall amend the Promissory
          Note by reducing the Principal  Amount (and, after taking into account
          any and all sums paid to The Trust pursuant to the Promissory  Note up
          to and including the date of the First  Adjustment,  any  amortization
          schedules  related  thereto) by the amount of the First  Adjustment as
          determined in accordance with paragraph 3.04(a);
     (d)  the First  Adjustments to be made pursuant to this paragraph  shall be
          made within 15 months of the Closing Date;
     (e)  within 5 days of the end of the 26th month after the Closing Date, the
          Purchaser  shall prepare a Purchase Price  reconciliation  to show the
          actual revenues (the "Revenues")  received by the Purchaser from those
          joint  venture  agencies  set forth on  Schedule  "M"over  the  period
          beginning on October 1st, 2004 and ending on September 30th, 2005 (the
          "JV Period"). If it is determined that the Revenues over the JV Period
          is less than the sum of  $115,000.00,  then the Purchase Price will be
          adjusted downward in accordance with the following formula:



                                       11
<PAGE>

               ($115,000.00  - Revenues  over the JV Period) x 2.155 x 0.8 = the
               "Second Adjustment"
          if after the application of the formula the Second Adjustment  results
          in a positive number, then the Purchase Price and the Principal Amount
          of the  Promissory  Note shall be  reduced by an amount  equal to that
          positive  number.  For greater  clarification,  the Second  Adjustment
          cannot have the effect of increasing  the Purchase  Price,  the Second
          Adjustment can only lower the Purchase Price;
     (f)  if after the Second Adjustment is determined, there is no reduction in
          the  Purchase  Price,  then  there  shall  be no  changes  made to the
          Promissory Note by the Escrow Agent and the Escrow Agent shall deliver
          the Promissory Note to the Trust;
     (g)  if after the Second Adjustment is determined,  there is a reduction in
          the Purchase  Price,  then the Escrow Agent shall amend the Promissory
          Note by reducing the Principal  Amount (and, after taking into account
          any and all sums paid to the Trust pursuant to the Promissory  Note up
          to and including the date of the Second  Adjustment,  any amortization
          schedules  related thereto) by the amount of the Second  Adjustment as
          determined in accordance  with  paragraph  3.04(e) and once done shall
          deliver the amended Promissory Note to the Trust;
     (h)  the Second  Adjustment to be made pursuant to this paragraph  shall be
          made within 27 months of the Closing Date; and
     (i)  the Parties  agree that the Revenues over the JV Period and the Earned
          Commission  revenue from the Business shall be calculated on a pre-tax
          basis.

3.05 The Final Note shall be dealt with in accordance with the following terms:

     (a)  within 60 days of the end of the  September  30, 2008,  the  Purchaser
          shall prepare a Purchase Price  reconciliation (the  "Reconciliation")
          to show the  actual  Commissions  Earned  from the  Business  over the
          period  beginning on October 1st,  2007 and ending on September  30th,
          2008 (the  "Period"),  and shall  deliver  the  Reconciliation  to the
          Escrow Agent and The Trust;
     (b)  once the Earned  Commission for the Period has been  determined,  then
          the  Remaining  Balance of the Purchase  Price shall be  calculated in
          accordance with the following formula:
               Earned  Commissions  for the Period x 2.00 x 0.2 = the  Remaining
               Balance of the Purchase Price;
     (c)  after the Remaining Balance of the Purchase Price has been determined,
          the Escrow Agent shall  complete the Final Note  (attached as Schedule
          "Q"  hereto) by  filling in the  principal  amount  thereof  with such
          number as is equal to the Remaining  Balance of the Purchase Price and
          attaching the appropriate amortization schedule thereto and once done,
          the Escrow Agent shall then deliver the Final Note to The Trust; and
     (d)  the  Parties  agree that  Earned  Commission  for the Period  shall be
          calculated on a pre-tax basis.

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



                                       12
<PAGE>



3.07 The Trust hereby  covenants and agrees with the Purchaser  that any and all
     payments due, any and all obligations  owing and any and all Security taken
     or  granted  pursuant  to the  Promissory  Note and the Final Note shall be
     subordinate  to any and all  senior  debt  financing,  whether  present  or
     future,  which has been or may be obtained by the  Purchaser  now or at any
     time  into  the  future,   and  the  Trust  hereby   agrees  to  execute  a
     Subordination  Agreement and Power of Attorney (attached hereto as Schedule
     "R) in order to give effect to this paragraph.

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

3.09 All  rights of  Adjustment  and set off set  forth in  Article  3.00  shall
     survive the completion of this Agreement.


4.00 - REPRESENTATIONS, WARRANTIES AND COVENANTS

4.01 Subject to the fulfilment of the Conditions Precedent set out in paragraphs
     7.01(k) and 7.02,  the Purchaser  represents  and warrants to the Vendor as
     follows:

     (a)  Purchaser is a corporation  organized  and in good standing  under the
          laws  of  Delaware,  and  its  status  is  active.  Purchaser  has all
          requisite corporate power and



                                       13
<PAGE>

          authority and all necessary  governmental approvals to own, lease, and
          operate  its  properties  and to carry on its  business  as now  being
          conducted and as proposed to be conducted. Purchaser is duly qualified
          or  licensed  to  do  business  and  is  in  good   standing  in  each
          jurisdiction in which the property owned, leased, or operated by it or
          the  nature  of the  business  conducted  by it or as  proposed  to be
          conducted by it makes such qualification or licensing necessary;
     (b)  Purchaser has the requisite  corporate  power and authority to execute
          and  deliver  this  Agreement  and  to  consummate  the   transactions
          contemplated hereby. The execution,  delivery, and performance of this
          Agreement,  and  the  consummation  of the  Agreement  and  the  other
          transactions  contemplated  hereby,  have been duly  authorized by all
          necessary  corporate  action on the part of Purchaser.  This Agreement
          has been duly executed and delivered by Purchaser,  and, assuming this
          Agreement  constitutes  a valid  and  binding  obligation  of  Vendor,
          constitutes a valid and binding  obligation of Purchaser,  enforceable
          against  it in  accordance  with  its  terms,  subject  to  applicable
          bankruptcy,  insolvency,  reorganization  or similar laws from time to
          time in effect which offset  creditors'  rights  generally and general
          equitable   principles   (regardless   of   whether   the   issue   of
          enforceability is considered in a proceeding in equity or in law);
     (c)  Neither the execution,  delivery,  or performance of this Agreement by
          Purchaser  nor  the  consummation  by  Purchaser  of the  transactions
          contemplated  hereby  nor  compliance  by  Purchaser  with  any of the
          provisions  hereof will (a)  conflict  with or result in any breach of
          any  provision  of the  Articles  of  Incorporation  or the  Bylaws of
          Purchaser, (b) require any filing with, or authorization,  consent, or
          approval of, any Governmental  Authority except for necessary  reports
          and other filings in accordance  with the terms of paragraph 7.02, (c)
          result in a violation  or breach of, or  constitute  a default  under,
          result  in the  acceleration  of,  create  in any  party  the right to
          accelerate,  terminate,  modify or cancel,  or  require  any notice or
          consent any of the terms,  conditions,  or provisions of any agreement
          or other  instrument or obligation to which Purchaser is a party or by
          which Purchaser or its properties or assets may be bound;
     (d)  There is no suit, claim, action,  proceeding, or investigation pending
          or, to the knowledge of Purchaser, threatened against Purchaser or its
          affiliates before any Governmental Authority that is reasonably likely
          to have a  material  adverse  effect  on  Purchaser  or would  prevent
          Purchaser from  consummating  the  transactions  contemplated  by this
          Agreement.  Purchaser is not subject to any outstanding  order,  writ,
          injunction  or decree which,  insofar as can be  reasonably  foreseen,
          individually or in the aggregate,  in the future would have a material
          adverse   effect  on  Purchaser  or  would  prevent   Purchaser   from
          consummating the  transactions  contemplated  hereby.  No voluntary or
          involuntary  petition  in  bankruptcy,  receivership,   insolvency  or
          reorganization  with  respect to  Purchaser,  or petition to appoint a
          receiver  or trustee  of  Purchaser's  property,  has been filed by or
          against  Purchaser,  nor shall Purchaser file such a petition prior to
          the Closing Date or for one hundred (100) days thereafter, and if such
          petition is filed by others,  the same shall be  promptly  discharged.
          Purchaser has not made any  assignment for the benefit of creditors or
          admitted in writing  insolvency or that its property at fair valuation
          shall not be sufficient to pay its debts; and



                                       14
<PAGE>

     (e)  None  of  the   representations  and  warranties  set  forth  in  this
          Agreement,   notwithstanding  any  investigation  thereof  by  Vendor,
          contains  any  untrue  statement  of a  material  fact,  or omits  the
          statement of any material fact necessary to render the statements made
          not materially misleading.

4.02 The Trust,  DKWS,  JWK and TK,  jointly and  severally,  hereby  represent,
     warrant and covenant to the Purchaser and acknowledge that the Purchaser is
     relying on such  representations,  warranties  and  covenants in connection
     with its purchase of the Purchased Assets, that:
     (a)  The Trust owns and holds all of the outstanding  shares of the capital
          stock of DKWS and there are no outstanding warrants, options or rights
          to acquire additional shares of the capital stock of DKWS;
     (a)  The  Trust is a trust  formed  pursuant  to the  laws of the  State of
          California on July 2nd, 1998, and JWK and TK are the only trustees and
          beneficiaries of the Trust;
     (a)  Attached  as  Schedule  "E"  hereto  are  the  following  consolidated
          financial    statements   of   DKWS   (collectively   the   "Financial
          Statements"):   (a)   unaudited   consolidated   balance   sheet   and
          consolidated  statements of income and changes in shareholders' equity
          as of and for the 3 months  ended on December  31, 2001 and the fiscal
          years ended September 30, 2001 and December 31, 2002 (the "Most Recent
          Fiscal Year End");  and (b) unaudited  consolidated  balance sheet and
          consolidated   statements  of  income  (the  "Most  Recent   Financial
          Statements")  as of and for the nine months ended  September  30, 2003
          (the  "Most  Recent  Fiscal  Month  End").  The  Financial  Statements
          (including the Notes thereto) have been prepared on a compilation  and
          consistent  basis  throughout  the periods  covered  thereby,  present
          fairly  the  financial   condition  of  DKWS,   including  assets  and
          liabilities (whether accrued, absolute, contingent or otherwise) as of
          such dates and the results of operations of DKWS for such periods, are
          materially  correct and complete,  and are materially  consistent with
          the books and records of DKWS (which books and records are correct and
          complete);
     (a)  Except as set forth on Schedule "I" annexed hereto: (a)
          i)   Vendor has filed all Tax  Returns  that it was  required to file.
               All such Tax Returns  were  correct and  complete in all material
               respects.  All Taxes owed by Vendor  (whether or not shown on any
               Tax Return) have been paid, or Vendor has made adequate provision
               for the payment therefor. Vendor currently is not the beneficiary
               of any extension of time within which to file any Tax Return.  No
               claim has ever been made by an authority in a jurisdiction  where
               Vendor does not file Tax Returns  that it is or may be subject to
               taxation by that jurisdiction. There are no security interests on
               any of the  assets of Vendor  that arose in  connection  with any
               failure (or alleged




                                       15
<PAGE>

               failure) to pay any Tax;
          ii)  Vendor  has  withheld  and paid all Taxes  required  to have been
               withheld  and paid,  if any, in  connection  with amounts paid or
               owing  to  any  employee,   independent   contractor,   creditor,
               shareholder, trustee, or other third party;
          iii) There  is  no  material  dispute  or  claim  concerning  any  Tax
               liability of Vendor either (i) claimed or raised by any authority
               in writing or (ii) as to which  Vendor has  knowledge  based upon
               personal  contact with any agent of such authority.  Schedule "I"
               annexed  hereto  lists all  federal,  state,  local,  and foreign
               income Tax  Returns  filed or to be filed with  respect to Vendor
               for  taxable  periods  ended  on  or  after  December  31,  2002,
               indicates those Tax Returns that have been audited, and indicates
               those Tax Returns that currently are the subject of audit. Vendor
               has  delivered  to Purchaser  correct and complete  copies of all
               federal income Tax Returns,  examination  reports, and statements
               of  deficiencies  assessed  against or agreed to by Vendor  since
               September 30, 2000;
          iv)  Vendor has not waived any  statute of  limitations  in respect of
               Taxes or agreed to any  extension  of time with  respect to a Tax
               assessment or deficiency;
          v)   Vendor  has  disclosed  on its  federal  income Tax  Returns  all
               positions  taken  therein  that could give rise to a  substantial
               understatement  of federal  income Tax within the meaning of Code
               Section  6662.  Vendor  is not a party to any Tax  allocation  or
               sharing  agreement.  Vendor  (i)  has  not  been a  member  of an
               affiliated  group within the meaning of Code  Section  1504(a) of
               the Code, and (ii) has not had any liability for the Taxes of any
               person or entity under United States Treasury Regulation 1.1502-6
               (or any similar provision of state,  local, or foreign law), as a
               transferee or successor, by contract, or otherwise;
          vi)  The  unpaid  Taxes  of DKWS (i) did  not,  as of the Most  Recent
               Fiscal Month End,  exceed the reserve for Tax  liability  (rather
               than any reserve for deferred Taxes established to reflect timing
               differences between book and Tax income) set forth on the face of
               the balance sheet (rather than in any notes thereto)  included in
               the Most Recent Financial  Statements and (ii) do not exceed that
               reserve as adjusted  for the passage of time  through the Closing
               Date in  accordance  with the past custom and practice of DKWS in
               filing its Tax Returns; and
          vii) The Vendor shall promptly pay the applicable  state sales and use
               taxes  imposed  with  respect  to the  sale and  transfer  of the
               Purchased  Assets  from the Vendor to the  Purchaser  pursuant to
               this Agreement. The Vendor shall prepare the sales tax return and
               submit  it to the  Purchaser  at least  seven (7)  business  days
               before its due date.  The Purchaser  shall have five (5) business
               days to approve the return,  such approval not to be unreasonably
               withheld. Failure to



                                       16
<PAGE>

               disapprove  during  such five (5)  business  day period  shall be
               deemed approval. The Vendor shall be obligated to timely file the
               return and pay the tax.  Failure by the Vendor to timely file the
               return or pay the tax due shall result in the Vendor  bearing the
               penalties  and  interest  associated  with such late  payment  or
               filing,  regardless of whether assessed against the Vendor ot the
               Purchaser by the taxing authorities.

     (e)  DKWS is a corporation organized and in good standing under the laws of
          the  State  of  California  and its  status  is  active.  DKWS has all
          requisite corporate power and authority and all necessary governmental
          approvals to own, lease and operate its properties and to carry on its
          business as now being conducted. DKWS is duly qualified to do business
          and is in good standing as a foreign  corporation in each jurisdiction
          where the conduct of its insurance  agency business  requires it to be
          so qualified.

     (e)  DKWS has the  requisite  corporate  power and authority to enter into,
          execute and deliver this Agreement and to consummate the  transactions
          contemplated  hereby. The execution,  delivery and performance of this
          Agreement have been duly authorized by all necessary  corporate action
          on the part of DKWS,  the  Trustees and the Trust,  including  without
          limitation DKWS's board of directors.

     (e)  The  Trust  is in  good  standing  under  the  laws  of the  State  of
          California and its status is active. The Trust has the requisite power
          and authority to enter into, execute and deliver this Agreement and to
          consummate  the  transactions   contemplated  hereby.  The  execution,
          delivery and  performance of this Agreement have been duly  authorized
          by all necessary action on the part of the Trustees.

     (e)  This  Agreement  has been,  and the other  agreements,  documents  and
          instruments  required to be delivered by Vendor in accordance with the
          provisions hereof  (collectively,  the "Vendor's Documents") shall be,
          duly  executed and delivered by duly  authorized  officers or Trustees
          (as the case may be) of Vendor on behalf of Vendor, and this Agreement
          constitutes,  and Vendor's Documents when executed and delivered shall
          constitute,  the  legal,  valid and  binding  obligations  of  Vendor,
          enforceable against Vendor in accordance with their terms,  subject to
          applicable bankruptcy, insolvency,  reorganization or similar law from
          time to time in effect which offset  creditors'  rights  generally and
          general  equitable  principles  (regardless  of  whether  the issue of
          enforceability is considered in a proceeding in equity or in law).

     (e)  no person or entity (except the Purchaser  pursuant to this Agreement)
          has any agreement,  option,  right or privilege capable of becoming of
          an agreement  or option for the  acquisition  of any of the  Purchased
          Assets of



                                       17
<PAGE>

          the Vendor;

     (e)  since the Most  Recent  Fiscal  Month  End,  DKWS has  carried  on the
          Business in the usual,  regular and ordinary  course in  substantially
          the manner heretofore  conducted and has taken no unusual actions with
          respect to the Business or the Purchased  Assets in  contemplation  of
          this transaction,  except with the consent of Purchaser. All of DKWS's
          accounts payable,  including  accounts payable to insurance  carriers,
          are current and reflected properly on its books and records, and shall
          be paid in  accordance  with their  terms at their  recorded  amounts.
          Without  limiting  the  generality  of the  foregoing,  since the Most
          Recent Fiscal Month End:
          i)   Vendor has not sold, leased,  transferred, or assigned any of its
               assets,  tangible or intangible,  used in the Business other than
               for a fair consideration in the ordinary course of business;
          ii)  Vendor has not entered into any agreement,  contract,  lease,  or
               license (or series of related agreements,  contracts, leases, and
               licenses) relating to the Business outside the ordinary course of
               business;
          iii) no  party  (including   Vendor)  has   accelerated,   terminated,
               modified, or canceled any agreement,  contract, lease, or license
               (or  series  of  related  agreements,   contracts,   leases,  and
               licenses) relating to the Business, to which Vendor is a party or
               by which it is bound;
          iv)  subject to any security interest granted to the Purchaser, Vendor
               has  not  imposed  or  granted  any   mortgage,   pledge,   lien,
               encumbrance, charge or other security interest upon the Purchased
               Assets or any of its assets, tangible or intangible,  used in the
               Business;
          v)   Vendor has not made any capital expenditure (or series of related
               capital  expenditures)  relating  to  the  Business  outside  the
               ordinary course of business;
          vi)  Vendor has not made any  capital  investment  in, any loan to, or
               any  acquisition of the securities or assets of, any other person
               or entity (or series of related capital  investments,  loans, and
               acquisitions) in connection with the Business;
          vii) subject to any security interest granted to the Purchaser, Vendor
               has not, in connection with the Business or the Purchased Assets,
               issued  any  note,  bond,  or other  debt  security  or  created,
               incurred,  assumed,  or guaranteed any  indebtedness for borrowed
               money or capitalized lease obligation;
          viii)Vendor  has not  delayed or  postponed  the  payment of  accounts
               payable and other liabilities relating to the Business;
          ix)  Vendor has not  canceled,  compromised,  waived,  or released any
               right or claim (or series of related rights and claims)  relating
               to the Business;
          x)   Vendor has not granted any  license or  sublicense  of any rights
               under or with  respect to any patent,  trademark,  service  mark,
               logo, corporate name or computer software;
          xi)  there has been no change  made or  authorized  in the  charter or
               bylaws of DKWS;
          xii) DKWS has not issued,  sold,  or otherwise  disposed of any of its
               capital stock, or




                                       18
<PAGE>

               granted any  options,  warrants,  or other  rights to purchase or
               obtain (including upon conversion,  exchange, or exercise) any of
               its capital stock;
          xiii)DKWS has not  declared,  set aside,  or paid any dividend or made
               any  distribution  with respect to its capital stock or redeemed,
               purchased, or otherwise acquired any of its capital stock;
          xiv) Vendor  has not  experienced  any  damage,  destruction,  or loss
               (whether  or not  covered by  insurance)  to any of its  property
               relating to the Business or the Purchased Assets;
          xv)  Vendor  has not  made  any loan to,  or  entered  into any  other
               transaction  with, any of its directors,  officers,  Trustees and
               employees outside the ordinary course of business;
          xvi) Vendor has not entered into any employment contract or collective
               bargaining  agreement,  written or oral, or modified the terms of
               any existing such contract or agreement;
          xvii)Vendor has not granted any increase in the base  compensation  of
               any of its employees employed in the Business;
          xviii)  Vendor  has  not   adopted,   amended,   modified  any  bonus,
               profit-sharing, incentive, severance, or other plan, contract, or
               commitment  for the benefit of any of its  employees  employed in
               the Business;
          xix) Vendor has not made any other change in employment  terms for any
               of its employees employed in the Business;
          xx)  Vendor has not made or pledged  to make any  charitable  or other
               capital contribution; and
          xxi) Vendor has not entered into any  agreement to purchase or acquire
               any insurance agency business;

     (k)  DKWS  is  not a  party  to  or  bound  by  any  collective  bargaining
          agreement, nor has it experienced any strikes,  grievances,  claims of
          unfair labor practices,  or other collective bargaining disputes. DKWS
          has not committed any unfair labor  practice.  To Vendor's  knowledge,
          there are no organizational efforts presently being made or threatened
          by or on behalf of any labor union with respect to employees of DKWS.

     (k)  Vendor holds all permits, licenses, variances,  exemptions, orders and
          approvals  of all  Governmental  Entities  necessary  for  the  lawful
          conduct of the Business (collectively,  the "Permits"),  and Vendor is
          in  compliance  with the terms of the Permits  except where failure to
          comply  would not have a  material  adverse  effect  on the  Business,
          financial  condition,  operations,  results  of  operations  or future
          prospects of Vendor.  Vendor is not in violation of any law, ordinance
          or  regulation  of  any  Governmental   Entity,   including,   without
          limitation,  any  law,  ordinance  or  regulation  relating  to any of
          Vendor's employment  practices.  As of the date of this Agreement,  no
          investigation  or review by any  Governmental  Entity with  respect to
          Vendor is pending or, to the knowledge of Vendor, threatened.



                                       19
<PAGE>

     (k)  the Vendor is not in default of any  agreement or other  instrument to
          which it is a party;

     (k)  it is agreed  that no  Contingency  Revenues,  of any  kind,  shall be
          claimed by the Vendor as receivables and any that are received are for
          the benefit of the Purchaser;

     (k)  there are no unpaid salaries,  bonuses or other  remuneration owing to
          employees, consultants, trustees officers, or directors (except in the
          ordinary course of business and at the regular rate of salary or other
          remuneration);

     (k)  there  is  no  suit,  claim,   action,   proceeding  or  investigation
          ("Litigation")  pending or threatened in writing against Vendor,  and,
          to the  knowledge  of Vendor and the  Trustees,  there is no basis for
          such a suit, claim, action, proceeding or investigation. Vendor is not
          subject to any outstanding  order,  writ,  injunction or decree which,
          insofar  as  can  be  reasonably  foreseen,  individually  or  in  the
          aggregate,  in the future would have an adverse effect on Vendor,  the
          Business  or  the  Purchased  Assets  or  would  prevent  Vendor  from
          consummating the  transactions  contemplated  hereby.  No voluntary or
          involuntary  petition  in  bankruptcy,  receivership,   insolvency  or
          reorganization  with  respect  to  Vendor,  or  petition  to appoint a
          receiver or trustee of Vendor's property, has been filed by or against
          Vendor,  nor shall  Vendor  file such a petition  prior to the Closing
          Date or for one hundred (100) days thereafter, and if such petition is
          filed by others, the same shall be promptly discharged. Vendor has not
          made any  assignment  for the  benefit of  creditors  or  admitted  in
          writing insolvency or that its property at fair valuation shall not be
          sufficient  to pay its debts,  nor shall Vendor  permit any  judgment,
          execution,  attachment or levy against it or its  properties to remain
          outstanding or unsatisfied for more than ten (10) days;

     (k)  Except as otherwise set forth herein, neither the execution,  delivery
          or performance of this Agreement by Vendor nor the  consummation by it
          of the transactions  contemplated hereby nor compliance by it with any
          of the  provisions  hereof  shall (a)  conflict  with or result in any
          breach of any  provision of DKWS's  Certificate  of  Incorporation  or
          Bylaws, (b) require any filing with, or permit, authorization, consent
          or approval of, any court, arbitral tribunal, administrative agency or
          commission,  or other  governmental or other  regulatory  authority or
          agency (each a "Governmental Entity"), or (c) result in a violation or
          breach of, constitute a default under,  result in the acceleration of,
          create  in any party the  right to  accelerate,  terminate,  modify or
          cancel,  or  require  any  notice or  consent  under any of the terms,
          conditions  or  provisions  of any  agreement or other  instrument  or
          obligation to which Vendor is a party or by which Vendor or any of its
          properties or assets may be bound.



                                       20
<PAGE>

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

     (k)  the  Vendor  shall  obtain  before  the  Closing  Date  all  consents,
          approvals and authorizations  from governmental and public authorities
          or any other  person as may be required to complete  the  purchase and
          sale  herein,   including  without  limiting  the  generality  of  the
          foregoing all necessary  approvals from the  California  Department of
          Insurance;

     (k)  Except for the Permitted Encumbrances, Vendor owns and holds, free and
          clear of any lien, charge,  pledge,  security  interest,  restriction,
          encumbrance or third-party  interest of any kind whatsoever,  sole and
          exclusive right, marketable title and interest in and to the Purchased
          Assets,  together with the exclusive right to use such records and all
          customer  accounts,  Client  Files,  copies of insurance  policies and
          contracts in force and all files,  invoices and records  pertaining to
          the customers,  their contracts and insurance policies,  and all other
          information  comprising the Purchased Book of Business. The Vendor has
          not received  notice that any program,  class of business,  or book of
          business in place with any single  insurance  carrier that is included
          within the Purchased  Book of Business has canceled or  non-renewed or
          intends to cancel or non-renew.

     (k)  Schedule  "J"  annexed   hereto  sets  forth  DKWS's  Volume   Reports
          describing  premiums  and  commissions  with respect to each of DKWS's
          appointed  carriers  including the DKWS's Summary  Production  Reports
          for: A) the twelve month period ended on December 31, 2002; and B) the
          six month period ended on June 30, 2003;

     (k)  The name  "Vista  International  Insurance  Brokers" is the only trade
          name used by DKWS (or any  subsidiary  thereof)  within the past three
          (3) years.  No party has filed a claim during the past three (3) years
          against  DKWS or any  subsidiary  thereof  alleging  that  DKWS or any
          subsidiary thereof has violated,  infringed on or otherwise improperly
          used the  intellectual  property rights of such party,  or, if so, the
          claim  has been  settled  with no  existing  liability  to DKWS or any
          subsidiary  thereof and, to the  knowledge of Vendor and the Trustees,
          neither  Vendor nor any subsidiary \ thereof has violated or infringed
          any  trademark,  trade  name,  service  mark,  service  name,  patent,
          copyright or trade  secret held by others.  The Vendor shall allow the
          Purchaser  to continue  operating  the  Business  under the name(s) it
          holds as of and after the Closing Date;

     (k)  to Vendor's  knowledge,  Vendor's  computer  software  included in the
          Purchased Assets adequately  performs as presently  utilized by Vendor
          in



                                       21
<PAGE>

          its  operation of the Business,  and should,  for at least twelve (12)
          months following the Closing Date,  continue to perform in such manner
          in the event that Purchaser elects to continue utilizing such software
          beyond  the  Closing   Date.   Vendor  has   delivered   to  Purchaser
          substantially  complete and correct  copies of all user and  technical
          documentation  issued to Vendor by the software  producers  related to
          such software;

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

     (y)  to Vendor's knowledge, DWKS has not incurred any liability or taken or
          failed to take any action that may reasonably be expected to result in
          a liability  for errors or omissions  in the conduct of the  Business,
          except such  liabilities as are fully covered by insurance (other than
          deductibles). DKWS has errors and omission (E&O) insurance coverage in
          force,  with minimum  liability  limits of  $5,000,000.00  million per
          occurrence and $5,000,000.00  million  aggregate,  and a deductible of
          $10,000.00 per occurrence;

     (y)  Vendor and its  predecessors  and  affiliates  have  complied with all
          Environmental,   Health,  and  Safety  Laws,  and  no  action,   suit,
          proceeding, hearing, investigation,  charge, complaint, claim, demand,
          or notice has been filed or commenced  against it alleging any failure
          so to  comply.  Without  limiting  the  generality  of  the  preceding
          sentence,  each of Vendor  and its  predecessors  and  affiliates  has
          obtained and been in compliance  with all of the terms and  conditions
          of all permits,  licenses,  and other authorizations that are required
          under,  and has  complied  with all other  limitations,  restrictions,
          conditions,  standards,   prohibitions,   requirements,   obligations,
          Schedules,  and timetables  that are contained in, all  Environmental,
          Health, and Safety Laws;

     (aa) Vendor has no liability (and none of Vendor and its  predecessors  and
          affiliates has handled or disposed of any substance,  arranged for the
          disposal of any substance, exposed any employee or other individual to
          any  substance  or  condition,  or owned or operated  any  property or
          facility  in any manner  that could form the basis for any  present or
          future  action,  suit,  proceeding,  hearing,  investigation,  charge,
          complaint,  claim,  or  demand  against  Vendor  giving  rise  to  any
          liability) for damage to any site, location, or body of water (surface
          or subsurface), for any illness of or personal injury to, any employee
          or  other  individual,  or for any  reason  under  any  Environmental,
          Health, and Safety Law;

     (bb) There are no  outstanding  material  powers of  attorney  executed  on
          behalf of Vendor;



                                       22
<PAGE>

     (cc) Employee Benefit Plans:
          i)   The only employee  benefit plans  (defined as any plan,  program,
               policy,  practice,   contract,  agreement  or  other  arrangement
               providing   for   compensation,   severance,   termination   pay,
               performance  awards,  stock  or  stock-related   awards,   fringe
               benefits or other employee  benefits of any kind,  whether formal
               or informal,  proposed or final, funded or unfunded,  and whether
               or  not  legally  binding,   including  without  limitation,  any
               "Employee  Benefit  Plan"  within the meaning of Section  3(3) of
               ERISA)  which  the  Vendor  currently  maintains  or to which the
               Vendor  currently  contributes  are  the  Medical  Benefits  Plan
               (administered by HealthNet), the Dental Plan (administered by the
               Principal   Financial  Group),  the  Long  Term  Disability  Plan
               (administered  by CAN), the Vision Plan  (administered by Medical
               Eye),  the Life Plan  (administered  by Fortis),  the 401(k) Plan
               (administered by Nationwide Companies), and the Group Travel Plan
               (administered by American International Life Insurance Co.) (each
               a "Vendor Plan" and  collectively,  the "Vendor  Plans").  Vendor
               maintains no other  employee  benefit  plans.  Each of the Vendor
               Plans  (and each  related  trust,  insurance  contract,  or fund)
               complies in form and have been operated and  administered  in all
               material  respects in accordance with their  respective terms and
               applicable  law,  including,  without  limitation,  ERISA and the
               Code;
          ii)  All  contributions  (including  all  employer  contributions  and
               employee salary reduction  contributions)  that are due have been
               paid to each Vendor  Plan that is an  "Employee  Pension  Benefit
               Plan" (as defined in Section 3(2) of ERISA);
          iii) Each  Vendor Plan that is an Employee  Pension  Benefit  Plan has
               received a determination letter from the Internal Revenue Service
               to the  effect  that it meets the  requirements  of Code  Section
               401(a);
          iv)  The  Vendor  does  not   participate   currently  and  has  never
               participated in, and is not required currently and has never been
               required to contribute to or otherwise  participate  in any plan,
               program, or arrangement subject to Title IV of ERISA;
          v)   The Vendor does not maintain  currently and has never maintained,
               and is not  required  currently  and has never been  required  to
               contribute to or otherwise  participate in any Multiemployer Plan
               (as defined in ERISA Section 3(37));
          vi)  No action,  suit,  proceeding,  hearing,  or  investigation  with
               respect to the  administration or the investment of the assets of
               any Vendor Plan  (other  than  routine  claims for  benefits)  is
               pending;
          vii) No individual  (i) who has  experienced a "qualifying  event," as
               that term is defined in Code  Section  4980B(f)(3),  and (ii) who
               either was an employee of Vendor or is a dependent or spouse of a
               current or former employee of Vendor,  is currently  covered by a
               health plan of Vendor pursuant to Code Section 4980B or Part 6 of
               Title I of


                                       23
<PAGE>




               ERISA;



                                       24





<PAGE>

     (dd) Vendor has no  knowledge  of any  material  liability  relating to the
          Business or the Purchased Assets (and to Vendor's knowledge,  there is
          no basis for any present or future action, suit, proceeding,  hearing,
          investigation,  charge, complaint,  claim, or demand against it giving
          rise to any  liability),  except for (a)  liabilities set forth on the
          face of the  balance  sheet  included  in the  Most  Recent  Financial
          Statements  and the  notes to the  Financial  Statements  for the Most
          Recent  Fiscal Year End, (b) the Assumed  Contracts  and contracts and
          agreements not assumed by Purchaser,  (c) the  deductibles  for claims
          covered by insurance,  and (d) liabilities  that have arisen after the
          Most Recent Fiscal Month End in the ordinary  course of business (none
          of which results from, arises out of, relates to, is in the nature of,
          or was caused by any breach of  contract,  breach of trust,  breach of
          warranty, tort, infringement, or violation of law);

     (ee) at the Effective  Date of this agreement and at the Closing Date there
          has not been and shall not have been any  material  adverse  change in
          the nature,  volume or  profitability of the Business or the Purchased
          Assets  nor has  there  been nor  will  there  by any  development  or
          threatened or probable  development which to the best of the knowledge
          of the Vendor would or will have any  materially  adverse  effect upon
          the Business or the Purchased  Assets.  From the Effective Date hereof
          to and including the Closing Date the Vendor shall retain, conduct and
          maintain  the  Business and  properly  keep,  repair,  and maintain or
          insure the Purchased  Assets, at its own cost and expense so that upon
          the closing of the transaction herein contemplated the Purchaser shall
          have and  enjoy  the  Purchased  Assets  and the  Business  as a going
          concern without any material loss of Goodwill,  customers,  contracts,
          licenses  or  depreciation  in  value  of any of  the  physical  items
          included in the Purchased Assets;

     (ff) DKWS has  agreed to assign  the Lease  Agreements  in  respect  of the
          Premises to the  Purchaser.  After the Closing  Date,  DKWS shall give
          notice of the Purchasers interest in any sub-leases to the Sub-Lessors
          thereof,  and DKWS shall use its commercially  reasonable best efforts
          to  obtain  the  landlords  consents  to the  assignment  of the Lease
          Agreements,  that  Purchaser may request in connection  with the Lease
          Agreements.  At the  Effective  Date  the use of the  Premises  of the
          Business  for the purpose of the conduct of the  Business are and will
          be in  conformity  with all  zoning  and  other  State  and  municipal
          statutes, bylaws, rules, regulations and orders;

     (gg) Schedule "K" annexed hereto sets forth the following  information with
          respect  to  each  insurance  policy  (including   policies  providing
          property, casualty,  liability, and workers' compensation coverage and
          bond and surety  arrangements)  to which DKWS has been a named insured
          or otherwise the  beneficiary  of coverage at any time within the past
          three (3) years:
          i)   the name, address, and telephone number of the agent;



                                       25
<PAGE>

          ii)  the name of the insurer,  the name of the  policyholder,  and the
               name of each covered insured;
          iii) the policy number and the period of coverage;
          iv)  the scope (including an indication of whether the coverage was on
               a claims made, occurrence,  or other basis) and amount (including
               a description of how  deductibles and ceilings are calculated and
               operate) of coverage; and
          v)   a description  of any  retroactive  premium  adjustments or other
               loss-sharing arrangements.
          To  Vendor's  knowledge,  no  cancellation,  amendment  or increase of
          premiums  with respect to such  insurance is pending or  threatened to
          occur at or prior to the Closing Date;

     (hh) prior to the Closing  Date,  the Vendor shall permit the Purchaser and
          its   employees,    agents,   counsel   and   accountants   or   other
          representatives,  without  interference to the ordinary conduct of the
          Business,  to have  reasonable  access during normal business hours to
          the  Business  and to all the books,  accounts,  records,  agreements,
          contracts,  documents,  instruments  and  other  data  of  the  Vendor
          (including, without limitation, all corporate, business and accounting
          records of the Vendor)  with  respect to the Vendor,  the Business and
          the  Purchased  Assets,  and the Vendor shall furnish to the Purchaser
          such financial and operating data, agreements,  contracts,  documents,
          instruments,  and other materials and information  with respect to the
          Business and the Purchased  Assets as the Purchaser shall from time to
          time reasonably  request.  Until the Closing Date, and in the event of
          the  termination  of this  Agreement  as provided  for herein  without
          consummation of the transaction, the Purchaser will take the same care
          to protect any confidential information obtained from the Vendor as it
          takes to guard its own  confidential  information of a similar nature.
          The  Purchaser may disclose  such  information  as required by law but
          when requested by the Vendor will attempt to have the information kept
          confidential  to the extent  possible  under  applicable  law. If this
          Agreement  is so  terminated,  promptly  after such  termination,  all
          documents,  work  papers and other  written  material  (including  all
          copies  thereof)  obtained  from  a  Party  in  connection  with  this
          Agreement shall be returned to the Party who provided such material;

     (ii  Vendor shall give any notices to third  parties,  and Vendor shall use
          its  commercially  reasonable  best  efforts to obtain any third party
          consents,  that  Purchaser may request in connection  with the Assumed
          Contracts.  Vendor and  Purchaser  shall give any notices to, make any
          filings with, and use their  commercially  reasonable best efforts and
          cooperate with one another to obtain any authorizations, consents, and
          approvals of governments and governmental  agencies.  Without limiting
          the  generality of the  foregoing,  each of the parties shall file any
          Notification  and Report  Forms and  related  material  that it may be
          required to file with the Federal Trade  Commission  and shall use its
          commercially reasonable best efforts



                                       26
<PAGE>

          to obtain an early termination of the applicable  waiting period,  and
          shall make any further filings pursuant thereto that may be necessary,
          proper, or advisable in connection therewith;

     (jj) At reasonably  mutually agreeable times, DKWS will permit Purchaser to
          meet with its employees.  Vendor shall be  responsible  for compliance
          with the  requirements  of Code Section 4980B and Part 6 of Title I of
          ERISA for all of Vendor's  employees.  Subject to Article 6.00 hereof,
          Vendor shall  indemnify and hold Purchaser  harmless for any liability
          Purchaser  incurs at any time on or after the Effective Date under the
          provision  of Code  Section  4980B and Part 6 of Title I of ERISA with
          respect to any of Vendor's employees;

     (kk) Intellectual Property
          i)   Vendor  owns  or has  the  right  to  use  pursuant  to  license,
               sublicense,  agreement,  or permission all Intellectual  Property
               necessary  or  desirable  for the  operation  of the  Business as
               presently conducted.  Each item of Intellectual Property owned or
               used by Vendor in connection with the Business  immediately prior
               to the Effective Date  hereunder  shall be owned or available for
               use  by  the   Purchaser  on  identical   terms  and   conditions
               immediately subsequent to the Effective Date hereunder;
          ii)  To the  knowledge  of  Vendor,  Vendor has not  interfered  with,
               infringed upon, misappropriated,  or otherwise come into conflict
               with any Intellectual  Property rights of third parties,  and, to
               Vendor's  knowledge,   Vendor  has  never  received  any  charge,
               complaint,   claim,   demand,   or  notice   alleging   any  such
               interference,   infringement,   misappropriation,   or  violation
               (including  any claim that  Vendor must  license or refrain  from
               using any  Intellectual  Property rights of any third party).  To
               the  knowledge  of Vendor,  no third party has  interfered  with,
               infringed upon, misappropriated,  or otherwise come into conflict
               with any Intellectual Property rights of Vendor; and
          iii) To the  knowledge  of Vendor,  Vendor shall not  interfere  with,
               infringe  upon,  misappropriate,  or otherwise come into conflict
               with,  any  Intellectual  Property  rights of third  parties as a
               result of the  continued  operation  of the Business as presently
               conducted;

     (ll) Schedule "N" annexed hereto sets forth a true and complete copy of the
          DKWS's list of carrier  appointments  and brokers  representing  other
          carriers with a B+ or higher rating;

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

     (nn) Except as set  forth on  Schedule  "E"  attached  hereto,  DKWS has no
          liability, whether



                                       27
<PAGE>

          accrued, absolute or contingent, of a type required to be reflected on
          a balance sheet or described in the notes  thereto in accordance  with
          US GAAP;

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

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

     (qq) Schedule "V" annexed hereto sets forth a true and complete list of all
          of the Premises used in the Business;

     (rr) Schedule "W" annexed hereto sets forth a true and complete copy of the
          DKWS Liabilities,  and there are no other trust account liabilities of
          the Vendor not disclosed therein; and

     (ss) none of the foregoing  representations and statements of fact contains
          any untrue statement of a material fact or omits to state any material
          fact  necessary  to make  any such  statement  or  representation  not
          misleading to a prospective  purchaser of the Purchased Assets seeking
          full  information  as to the Vendor,  and its  respective  properties,
          businesses and affairs;

4.03 The  representations,  warranties  and  covenants  contained  in  4.02  are
     provided to and for the exclusive  benefit of the Purchaser and a breach of
     any one or more of the  representations,  warranties  and  covenants may be
     waived by the  Purchaser  without  prejudice to his right in respect to any
     other  breach  of the  same or any  other  representations,  warranties  or
     covenants;  and the representations,  warranties and covenants contained in
     this  section  shall  survive  execution  hereof  and the  closing  of this



                                       28
<PAGE>

     Agreement and same shall  continue in full force and effect for a period of
     ten (10) years from the Closing Date.

4.04 The  Purchaser  and JWK and TK agree to execute and deliver to the other on
     or before the Closing Date the employment  agreements in form and substance
     set forth in Schedule "G" attached hereto.

4.05 The Trust,  DKWS,  JWK and TK agree to execute and deliver to the Purchaser
     on or before the Closing Date the  non-competition  agreements  in form and
     substance as set forth in Schedule "F" attached hereto.

4.06 The parties hereby acknowledge and agree that the Purchaser is not assuming
     and shall not be liable or responsible for any of the liabilities, debts or
     obligations (known or unknown,  present or contingent) of the Vendor or the
     Business  existing  at or  accruing  for or during the period  prior to the
     Effective  Date,  whether  or not  relating  to  the  Business,  except  as
     specifically provided in this Agreement.

5.00 - TO BE PERFORMED AT CLOSING

5.01 On or before the Closing Date the Vendor  shall  execute and deliver to the
     Purchaser  all such bills of sale,  assignments,  instruments  of transfer,
     assurances,   consents  and  other  documents  as  shall  be  necessary  to
     effectively  transfer to the Purchaser good and marketable title to all the
     Purchased Assets,  and shall deliver up to the Purchaser  possession of the
     Purchased  Assets.  The Vendor shall cooperate with the Purchaser,  at such
     time or thereafter, in effecting such registrations, recordings and filings
     with  insurance  companies  and public  authorities  as may be  required in
     connection with the transfer of ownership to the Purchaser of the Purchased
     Assets. Specifically, the Vendor shall deliver, or cause to have delivered,
     the following  documents to the Purchaser all in a form satisfactory to the
     Purchaser and its counsel:
     (a)  Certified  resolutions  of the  Directors  of  DKWS  and  of  all  its
          shareholders  adopting,  approving  and  consenting to the sale of the
          Purchased Assets as contemplated herein;
     (b)  Certificates from a director or officer of DKWS and of the Trustees of
          the Trust  stating that all of the  Purchased  Assets are owned by the
          Vendor and are free and clear of all encumbrances  save and except for
          the Permitted Encumbrances;
     (c)  An Opinion of Counsel for DKWS in accordance with paragraph 7.01(i);
     (d)  An updated financial statement for DKWS to the Closing Date or, at the
          Purchaser's  option,  as  near  to  the  Closing  Date  as  reasonably
          possible;
     (e)  a bill of sale covering and  transferring  the Purchased Assets to the
          Purchaser in a form satisfactory to the Purchaser and its counsel;
     (f)  an assignment of the Vendors interest in the Lease Agreements;
     (g)  an assignment  of the Vendor's  current  telephone  numbers and Yellow
          Page advertisements and listings related to the Business;
     (h)  an  assignment  of the  Vendor's  trade  name of "Vista  International
          Insurance Brokers";
     (i)  executed employment agreements in respect of JWK and TK in the form as
          set forth in Schedule "G";
     (j)  executed non-competition agreements (in substantially the same form as
          that set forth in




                                       29
<PAGE>

          Schedule "F" attached hereto) from the DKWS, the Trust, JWK and TK;
     (k)  an officer's  certificate of DKWS in accordance with paragraph 7.01(a)
          hereof;
     (l)  assignments  of  the  Assumed   Contracts  assumed  by  the  Purchaser
          hereunder,  provided  that to the  extent  that  any  such  assignment
          require  any  third  party  consent  or  approval  which  has not been
          obtained  on or prior to the  Closing  Date,  the Vendor will hold the
          benefit of such lease or contract in trust for the sole and  exclusive
          use and  benefit of the  Purchaser  until such  consent or approval is
          obtained or until the  termination  of such lease or contract  and the
          Purchaser  will hold Vendor  harmless  for any failure of Purchaser to
          fully perform and  discharge any such accepted  lease or contract from
          and after the Closing Date;
     (m)  evidence  satisfactory  to the Purchaser that all Taxes have been paid
          up to and including the Effective Date;
     (n)  all current and active insurance company statistics  including premium
          volumes and loss ratios;
     (o)  a certificate to the effect that the Vendor is not a "foreign  person"
          pursuant to United States Treasury Regulation 1.1445-2(b);
     (p)  a copy of the Escrow Agreement executed by the Vendor, or his agent(s)
          and the Escrow Agent;
     (q)  an  executed  Agency  Agreement  in the same form as that set forth in
          Schedule "P" attached hereto;
     (r)  Receipts for the Down Payment;
     (s)  a  Subordination  Agreement and Power of Attorney in  accordance  with
          paragraph 3.07;
     (t)  a  Certificate  of  Incumbency of DKWS executed by an officer of DKWS;
          and
     (u)  a  Certificate  from a trustee of the Trust  setting  forth all of the
          trustees and beneficiaries of the Trust.

5.02 On the Closing Date the Purchaser shall deliver the following  documents or
     items to the following persons:
     (a)  the sum of $1,656,173.00 by way of a certified cheque or wire transfer
          to be delivered to the Vendor's counsel,  which sum is to be disbursed
          by the  Vendor's  counsel  in  strictly  accordance  with the terms of
          paragraph 3.03(a) herein;
     (b)  a Resolution of the Directors of the Purchaser adopting, approving and
          consenting  to the purchase of the  Purchased  Assets as  contemplated
          herein to be delivered to the Vendor's counsel;
     (c)  The  Promissory  Note attached as Schedule "O" hereto  executed by the
          Purchaser shall be delivered to the Escrow Agent;
     (d)  The Final  Note  attached  as  Schedule  "Q"  hereto  executed  by the
          Purchaser shall be delivered to the Escrow Agent;
     (e)  a copy of the  Escrow  Agreement  executed  by the  Purchaser,  or his
          agent(s),  to be  delivered  to the  Escrow  Agent  and  the  Vendor's
          counsel; and
     (f)  The  General  Security  Agreement  attached  as  Schedule  "U"  hereto
          executed by the Purchaser shall be delivered to the Trust's counsel;

5.03 All books,  records and documents in the possession of the Vendor  relating
     to the Business shall be delivered to the Purchaser on the Closing Date and
     shall be  deemed  to have  become  the  property  of the  Purchaser  on the
     Effective  Date except to the extent



                                       30
<PAGE>

     required  by law to be  retained  by the Vendor in which case they shall be
     made   available  by  the  Vendor  to  the  Purchaser  and  its  authorized
     representatives  for  inspection  and  copying,  at  the  Purchaser's  sole
     expense, but without any charge from the Vendor for providing such copies.

5.04 The  parties  agree as follows  with  respect to the period  following  the
     Closing Date:
     d)   Vendor  acknowledges  and agrees that from and after the Closing  Date
          the Purchaser shall be entitled to possession of all documents, books,
          records (including Tax records), agreements, and financial data of any
          sort relating to the Purchased Assets and the Business.
     e)   If and for so long as any party  actively is  contesting  or defending
          against any action, suit, proceeding, hearing, investigation,  charge,
          complaint,  claim,  or demand in connection  with (i) any  transaction
          contemplated  under  this  Agreement  or  (ii)  any  fact,  situation,
          circumstance, status, condition, activity, practice, plan, occurrence,
          event, incident, action, failure to act, or transaction on or prior to
          the Closing Date involving the Purchased  Assets,  the Business or the
          obligations and liabilities  assumed hereunder,  the other party shall
          cooperate  with the  contesting or defending  party and its counsel in
          the contest or defense, make available its personnel, and provide such
          testimony and access to its books and records as shall be necessary in
          connection  with the  contest  or  defense,  all at the sole  cost and
          expense of the contesting or defending party (unless the contesting or
          defending party is entitled to indemnification  therefor under Article
          6.00 hereof).
     f)   Vendor  shall not take any action that is designed or intended to have
          the effect of discouraging any lessor, licensor,  customer,  supplier,
          insurance  carrier,   or  other  business  associate  of  Vendor  from
          maintaining the same business  relationships  with Purchaser after the
          Closing Date as it  maintained  with Vendor prior to the Closing Date.
          Vendor shall to refer all customer  inquiries relating to the Business
          to Purchaser from and after the Closing Date.

5.05 Consents To Assignment.
     (a)  Notwithstanding  anything  in this  Agreement  to the  contrary,  this
          Agreement  shall not  constitute  an agreement to assign any contract,
          lease,  license  or  agreement  of any  claim or right or any  benefit
          arising thereunder or resulting  therefrom if an attempted  assignment
          thereof,   without  the  consent  of  a  third  party  thereto,  would
          constitute a breach thereof.
     (b)  If any such consent is not obtained prior to the Closing Date,  Vendor
          and Purchaser shall cooperate (at their own expense) in any lawful and
          reasonable arrangement under which Purchaser shall obtain the economic
          claims,  rights  and  benefits  under the  asset,  claim or right with
          respect to which the consent has not been obtained in accordance  with
          this Agreement,  including subcontracting,  sublicensing or subleasing
          to Purchaser and  enforcement  of any and all rights of Vendor against
          the  other  party  thereto  arising  out of a breach  or  cancellation
          thereof by the other party.

5.06 From time to time after the Closing Date, at the Purchaser's  request,  the
     Vendor shall execute,  acknowledge  and deliver to the Purchaser such other
     instruments  of  conveyance




                                       31
<PAGE>

     and transfer and shall take such other actions and execute and deliver such
     other documents, certifications and further assurances as the Purchaser may
     reasonably  request in order to vest more effectively in the Purchaser,  or
     to put the  Purchaser  more fully in  possession  of, any of the  Purchased
     Assets.  Each of the parties  hereto  shall  cooperate  with the others and
     execute  and  deliver  to the other  parties  such  other  instruments  and
     documents and take such other actions as may be reasonably  requested  from
     time to time by any other party hereto as necessary to carry out,  evidence
     and confirm the intended purposes of this Agreement.

6.00 - INDEMNITY

6.01 Survival Of Representations, Warranties, Indemnities And Covenants.
     (a)  Subject  to  paragraph  6.01(b),  the   representations,   warranties,
          covenants and  indemnities  set forth in this Agreement  shall survive
          for a period of ten (10) years from the Closing  Date.  If a party has
          received notice of a potential breach of a representation, warranty or
          covenant, or an otherwise indemnifiable event under this Article 6.00,
          within such ten year  period,  it may  preserve  its right to assert a
          later claim for damages  caused by such breach by  delivering  written
          notice of the breach  (which  shall  specify  the nature of the breach
          with reasonable factual detail to the extent then in the possession of
          such party) to the breaching  party within ninety (90) days after such
          ten (10) year period.  All  post-closing  covenants  shall survive the
          Closing Date for the period(s)  specified in this Agreement or, if not
          specified, for a period of ten (10) years following the Closing Date;
     (b)  Notwithstanding  anything set forth in paragraph  6.01(a);  (i) to the
          extent and only to the extent that the  indemnification  provisions of
          paragraph  6.02(a)(ii) apply to Adverse Consequences that result from,
          arise out of,  relate to, or are caused by errors or  omissions  which
          (A)  occurred  on or prior to the  Effective  Date and (B) result in a
          loss after renewal of a policy by Purchaser  after the Effective Date,
          such provisions shall survive for a period of three (3) years,  rather
          than  ten  (10)   years,   from  the  Closing   Date;   and  (ii)  all
          representations,  warranties,  covenants and indemnities in connection
          with any tax liabilities of DKWS, the Trust,  JWK, or TK shall survive
          in perpetuity (subject to any applicable statutes of limitation).

6.02 Indemnification Provisions For The Benefit Of The Purchaser
     (a)  From and after the Effective Date,  DKWS, The Trust, JWK and TK agree,
          jointly  and  severally,  to  indemnify  and  hold  Purchaser  and its
          officers,  directors,  and  affiliates  harmless  from and against any
          Adverse  Consequences  any of such parties may suffer or incur, to the
          extent that they result from,  arise out of,  relate to, or are caused
          by (i)  the  breach  of any of  DKWS's,  the  Trust's,  JWK's  or JK's
          representations,   warranties,   obligations  or  covenants  contained
          herein,  or (ii) the operation of the Business or the ownership of the
          Purchased Assets by Vendor on or prior to the Closing Date, including,
          without  limitation,  any claims or lawsuits based on conduct of DKWS,
          the Trust, JWK or TK occurring before the Closing Date;
     (b)  In addition to and without  limiting the  foregoing,  DKWS, the Trust,
          JWK and TK, jointly and severally, agree, from and after the Effective
          Date,  to  indemnify  Purchaser  from and against the  entirety of any
          Adverse Consequences  Purchaser




                                       32
<PAGE>

          may suffer resulting from,  arising out of, relating to, in the nature
          of, or caused by:
          (iv) any  liability  or  obligation  of  Vendor  that  is not  assumed
               hereunder  (including  any  liability  of Vendor  that  becomes a
               liability  of  Purchaser  under  any  bulk  transfer  law  of any
               jurisdiction, under any common law doctrine of de facto merger or
               successor liability, or otherwise by operation of law); or
          (v)  any  liability  of Vendor for the  unpaid  taxes of any person or
               entity (including Vendor) under United States Treasury Regulation
               1.1502-6 (or any similar  provision of state,  local,  or foreign
               law), as a transferee or successor, by contract, or otherwise.

6.03 From and after the Closing  Date,  Purchaser  agrees to indemnify  and hold
     DKWS,  the  Trust,  JWK and TK and their  respective  officers,  directors,
     shareholders   and  affiliates   harmless  from  and  against  any  Adverse
     Consequences  any of such  parties may suffer or incur,  to the extent they
     result  from,  arise out of,  relate to, or are caused by (a) the breach of
     any of  Purchaser's  obligations  or covenants  contained  herein,  (b) the
     operation of the Business or ownership of the Purchased Assets by Purchaser
     after the  Closing  Date,  including,  without  limitation,  any  claims or
     lawsuits based on conduct of Purchaser occurring after the Closing Date, or
     (c) liabilities and obligations of Vendor assumed by Purchaser hereunder.

6.04 Matters Involving Third Parties:
     (a)  If any third party shall  notify any party (the  "Indemnified  Party")
          with respect to any matter (a "Third Party  Claim") that may give rise
          to  a  claim  for   indemnification   against  the  other  party  (the
          "Indemnifying  Party") under this Article 6.00,  then the  Indemnified
          Party shall promptly notify (which the Indemnified Party will endeavor
          to provide,  by the sooner to occur of (i) fifteen (15)  business days
          after  receipt of notice by it or (ii) five (5) days prior to the date
          a  responsive  pleading  is due) the  Indemnifying  Party  thereof  in
          writing;  Provided,  however,  that  no  delay  on  the  part  of  the
          Indemnified  Party in notifying the  Indemnifying  Party shall relieve
          the Indemnifying Party from any obligation  hereunder unless (and then
          solely  to  the  extent)  that  the  Indemnifying   Party  thereby  is
          prejudiced;
     (b)  The Indemnifying  Party shall have the right to defend the Indemnified
          Party  against  the Third  Party  Claim  with  counsel  of its  choice
          reasonably  satisfactory to the  Indemnified  Party so long as (i) the
          Indemnifying  Party notifies the  Indemnified  Party in writing within
          fifteen (15) days after the Indemnified  Party has given notice of the
          Third Party Claim that the  Indemnifying  Party  shall  indemnify  the
          Indemnified  Party  from  and  against  the  entirety  of any  Adverse
          Consequences the Indemnified Party may suffer resulting from,  arising
          out of,  relating  to, in the nature of, or caused by the Third  Party
          Claim, (ii) the Indemnifying Party provides the Indemnified Party with
          evidence  reasonably  acceptable  to the  Indemnified  Party  that the
          Indemnifying  Party  shall  have the  financial  resources  to  defend
          against  the  Third  Party  Claim  and  fulfill  its   indemnification
          obligations hereunder, (iii) the Third Party Claim involves only



                                       33
<PAGE>

          money  damages and does not seek by way of a motion an  injunction  or
          other equitable  relief,  (iv)  settlement of, or an adverse  judgment
          with  respect  to,  the Third  Party  Claim is not,  in the good faith
          judgment of the Indemnified Party,  likely to establish a precedential
          custom or  practice  materially  adverse  to the  continuing  business
          interests of the Indemnified  Party,  and (v) the  Indemnifying  Party
          conducts the defense of the Third Party Claim actively and diligently;
     (c)  So long as the  Indemnifying  Party is  conducting  the defense of the
          Third Party Claim in accordance with paragraph  6.04(b) above, (i) the
          Indemnified Party may retain separate  co-counsel at its sole cost and
          expense and participate in the defense of the Third Party Claim,  (ii)
          the  Indemnified  Party shall not consent to the entry of any judgment
          or enter into any  settlement  with  respect to the Third  Party Claim
          without the prior written consent of the Indemnifying Party, and (iii)
          the Indemnifying  Party shall not consent to the entry of any judgment
          or enter into any  settlement  with  respect to the Third  Party Claim
          without the prior written consent of the Indemnified Party;
     (d)  If any of the  conditions  in  paragraph  6.04(b)  above is or becomes
          unsatisfied,  however,  (i) the Indemnified  Party may defend against,
          and consent to the entry of any judgment or enter into any  settlement
          with  respect  to,  the Third  Party  Claim in any  manner it may deem
          appropriate  (and the  Indemnified  Party need not  consult  with,  or
          obtain  any  consent  from,  the  Indemnifying   Party  in  connection
          therewith),   (ii)  the   Indemnifying   Party  shall   reimburse  the
          Indemnified  Party promptly and  periodically  (but no more frequently
          that monthly) for the costs of defending against the Third Party Claim
          (including  reasonable  attorneys'  fees and expenses),  and (iii) the
          Indemnifying   Party  shall   remain   responsible   for  any  Adverse
          Consequences the Indemnified Party may suffer resulting from,  arising
          out of,  relating  to, in the nature of, or caused by the Third  Party
          Claim to the fullest extent provided in this Article 6.00.

6.05 From and after the  Effective  Date,  except for  remedies  that  cannot be
     waived as a matter of law and except for injunctive  relief,  the rights to
     indemnification  under this Article 6.00 shall be the exclusive  remedy for
     the parties with respect to this  Agreement  contemplated  and  consummated
     hereby,  and the parties  shall not be entitled to pursue,  and each hereby
     expressly  waives as of the Effective  Date,  any and all other rights that
     may  otherwise  be  available  to either of them either at law or in equity
     with  respect  thereto.  This  paragraph  6.05 does not limit the  remedies
     available to any party under any other agreement or instrument  executed in
     connection  with this  Agreement.  Notwithstanding  the foregoing,  nothing
     contained  in this  paragraph  6.05 shall  prevent  any party  hereto  from
     seeking and obtaining,  as and to the extent  permitted by applicable  law,
     specific  performance  by the other party hereto of any of its  obligations
     under  this  Agreement  or  injunctive  relief  against  the other  party's
     activities in breach of this Agreement.

6.06 Prior  to  asserting  any  claim  pursuant  to  this  Article  6.00,   each
     Indemnified Party shall file, or cause to be filed, a claim with respect to
     the liabilities in question under applicable  insurance  policies,  if any,
     maintained  by  such  Indemnified  Party  or any  subsidiary,  division  or
     affiliate  thereof.  The  amount  of  any  Adverse  Consequences  suffered,
     sustained,  incurred  or  required  to be paid to or for the benefit of any
     Indemnified  Party



                                       34
<PAGE>

     shall be  reduced  by the amount of (a) any  insurance  proceeds  and other
     amounts paid to or for the benefit of the Indemnified Party with respect to
     such Adverse  Consequences  by any person not a party to this  Agreement or
     (b) any income or tax benefits  actually  received by or for the benefit of
     the Indemnified Party or any Affiliate of any Indemnified Party.

6.07 The  Indemnifying  Party  shall  pay to the  Indemnified  Party in cash the
     amount of any Adverse Consequence to which the Indemnified Party may become
     entitled by reason of the provisions of this Article 6.00,  such payment to
     be made  within  fifteen  (15) days after  such  Adverse  Consequences  are
     finally  determined  either by mutual  agreement  of the parties  hereto or
     pursuant  to the  final  unappealable  judgment  of a  court  of  competent
     jurisdiction.

7.00 - CONDITIONS PRECEDENT

7.01 The  obligations of the Purchaser to complete the purchase of the Purchased
     Assets  hereunder  shall be subject to the  satisfaction  of, or compliance
     with,  at or before the  Closing  Date,  each of the  following  conditions
     precedent  (each of which is hereby  acknowledged  to be  inserted  for the
     exclusive  benefit of the  Purchaser and may be waived by it in whole or in
     part):

     (a)  all of the  representations,  warranties  and  covenants of DKWS,  the
          Trust,  JWK and TK herein  contained  shall be true and correct in all
          material  respects at the Closing  Date and with the same effect as if
          made at and as of the Closing Date and the Vendor shall have delivered
          to the Purchaser a certificate  of an officer or Trustee of the Vendor
          (as the case may be), confirming, to the best of the knowledge of such
          person,  the truth and  correctness  in all material  respects of such
          representations, warranties and covenants;

     (b)  all instruments of conveyance and other documentation  relating to the
          sale  and  purchase  of  the  Purchased   Assets,   including  without
          limitation,  assignments of contracts and agreements  (and third party
          consents  thereto,  where  required),  bills  of  sale,  documentation
          relating to the due  authorization and completion by the Vendor of the
          sale  of the  Purchased  Assets  and the  taking  of all  actions  and
          proceedings  on or prior to the Closing  Date in  connection  with the
          performance  by the Vendor of its  obligations  under this  Agreement,
          shall be  satisfactory  to the Purchaser and counsel for the Purchaser
          and shall have been delivered to the Purchaser and the Purchaser shall
          have received  copies of all such other  documentation  or evidence as
          the  Purchaser  may  reasonably  request  in  order to  establish  the
          consummation of the transactions contemplated hereby and the taking by
          the  Vendor  of all  necessary  corporate  proceedings  in  connection
          herewith in compliance with the terms and conditions  hereof,  in form
          (as to certification and otherwise) and substance  satisfactory to the
          Purchaser and counsel for the Purchaser;

     (c)  All actions to be taken by DKWS,  the Trust,  JWK and TK in connection
          with



                                       35
<PAGE>

          consummation  of  the   transactions   contemplated   hereby  and  all
          certificates,  opinions,  instruments, and other documents required to
          effect  the  transactions  contemplated  hereby  shall  be  reasonably
          satisfactory in form and substance to Purchaser.

     (d)  as at the  Closing  Date there  shall not have been  material  adverse
          damage or change to the Purchased Assets or the Business;

     (e)  the Vendor shall have delivered to the Purchaser  physical  possession
          to all of the  Purchased  Assets,  all  keys,  combinations  to safes,
          miscellaneous  title  documents and any and all other items or indicia
          of title to  enable  it to  assume  full,  complete  and  unencumbered
          operation of the Business and possession of the Purchased Assets;

     (f)  DKWS,  the Trust,  JWK and TK shall have  executed and  delivered  the
          Non-Competition Agreements attached hereto as Schedule "F";

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

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

     (i)  Purchaser  shall have completed its due diligence  investigation  with
          respect  to  Vendor  including,  but not  limited  to,  (i)  business,
          financial, operational,  customer, worker's compensation, and employee
          due  diligence,  with  results  satisfactory  to Purchaser in its sole
          discretion,  and (ii) its legal and  regulatory  due  diligence,  with
          results  satisfactory  to  Purchaser  in its  commercially  reasonable
          discretion;

     (j)  approval  by  the   directors  of  the  Purchaser  and  Anthony  Clark
          International  Insurance  Brokers  Ltd.  (the  parent  company  of the
          Purchaser) of this Agreement and the transactions contemplated herein;

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

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

     (m)  DKWS shall have executed and  delivered to Purchaser a certificate  to
          the effect that it is not a "foreign person" pursuant to United States
          Treasury Regulation 1.1445-2(b);

     (n)  Satisfactory  review and approval by the Purchaser of all Vendor Plans
          currently



                                       36
<PAGE>

          offered to the  employees of the Vendor and approval by the  Purchaser
          of the costs to continue such Vendor Plans;

     (o)  the  receipt  by the  Purchaser  of errors  and  omissions  insurance,
          property and casualty  insurance and all necessary  business  licences
          required by the Purchaser in order to operate the Business;

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

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

7.02 In addition to the foregoing,  the obligations of the Purchaser to complete
     the  purchase of the  Purchased  Assets  hereunder  shall be subject to the
     acquisition  by the Purchaser of any and all  regulatory or stock  exchange
     approvals  necessary for the purchase of the Purchased Assets.  Should this
     condition  not be met by the Closing Date (if the time  limitation  has not
     been  extended by agreement  in writing by both  Parties  hereto) then this
     Agreement  shall  terminate  and shall be considered to be null and void ab
     initio; and

7.03 In case any of the foregoing  conditions  not being  fulfilled on or before
     the  Closing  Date  or if any of the  foregoing  said  conditions  are  not
     satisfactory,  for any reason at all, in the opinion of the Purchaser, then
     in any such event,  the Purchaser may rescind this  Agreement  upon written
     notice to the Vendor and thereupon  shall be released from all  obligations
     hereunder.

7.04 Risk of loss or damage to the Purchased  Assets shall be that of the Vendor
     until the Closing Date. If any loss or damage to the Purchased Assets shall
     occur  prior to such  time and if such  loss or  damage  is  material,  the
     Purchaser  may at its option  cancel  this  Agreement  at any time prior to
     completion of the closing.

7.05 The  obligations  of  Vendor,   JWK  and  TK  to  effect  the  transactions
     contemplated  by this Agreement to occur on the Closing Date are subject to
     the  satisfaction  of the  following  conditions on or prior to the Closing
     Date, unless waived by Vendor or the Trust:
     a)   The  representations  and  warranties  of Purchaser  set forth in this
          Agreement shall be true and correct in all material respects as of the
          Closing  Date,   except  for  such   representations   and  inaccurate
          warranties  as will not,  singly or in the  aggregate,  be  reasonably
          expected to have a material adverse effect on Purchaser;
     b)   Purchaser   shall  have   performed  in  all  material   respects  all
          obligations  required to be performed by it under this Agreement at or
          prior to the Closing Date;
     c)   Purchaser  shall  have  executed  and  delivered  to  JWK  ant  TK for
          execution employment  agreements in form and substance as set forth in
          Schedule "G" attached hereto; and
     d)   All actions to be taken by Purchaser in connection  with  consummation
          of  the  transactions   contemplated   hereby  and  all  certificates,
          opinions,  instruments




                                       37
<PAGE>

          and other documents  required to effect the transactions  contemplated
          hereby  shall be  reasonably  satisfactory  in form and  substance  to
          Vendor, acting reasonably.

8.00 - GENERAL

8.01 In this agreement words importing the singular shall include the plural and
     words importing the masculine shall include the feminine or neuter, or vice
     versa, as the context, or the number of or gender of the parties, from time
     to time so requires.  Words importing  persons shall include  corporations,
     companies, partnerships,  syndicates, trusts and any number or aggregate of
     persons.

8.02 This  Agreement  shall  be  governed  by  and  construed  and  enforced  in
     accordance  with  internal  Delaware law without  regard to any  applicable
     conflicts of law, and the parties  hereto agree to submit and attorn to the
     jurisdiction  of the Courts of Delaware in respect any  disputes  which may
     arise hereunder.

8.03 Headings  are  not to be  considered  as part  of  this  Agreement  and are
     included  solely for  convenience of reference and are not intended to be a
     full or accurate description of the text thereof.

8.04 This Agreement may be executed in two or more  counterparts,  each of which
     shall be considered one and the same agreement,  and shall become effective
     when one or more  counterparts  have been signed by each of the parties and
     delivered to the other parties,  it being  understood that all parties need
     not sign the same counterpart.

8.05 Time shall be of the essence.

8.06 All  notices  and other  communications  hereunder  shall be in writing and
     shall be deemed given if delivered  personally,  telecopied (if confirmed),
     or mailed by registered or certified mail (return  receipt  requested),  or
     overnight  courier service to the parties at the following  addresses or at
     such other address for a party as shall be specified by like notice:
     To the DKWS, the Trust, JWK or TK at:     25 Wali Trail
                                               Novato, California, 94947
                                               Attn: John W. Kabaker
     To the Purchaser at:                      355, 10333 Southport Road, SW
                                               Calgary, Alberta, T2W 3X6
                                               Attn: Primo Podorieszach
     Any party may  change  the  address to which  notices,  requests,  demands,
     claims,  and other  communications  hereunder are to be delivered by giving
     the other party notice in the manner herein set forth.

8.07 Each party shall, at the request of any party, from time to time and at all
     times hereafter, execute and deliver all deeds, documents in writing and do
     all acts and  things  as may be  required  to carry  out the true  intended
     meaning of this Agreement.

8.08 This Agreement  shall  constitute and be the entire and final  agreement by
     their hands or



                                       38
<PAGE>

     the hands of their  authorized  officers,  between the parties  hereto with
     respect to all matters herein.

8.09 This Agreement (including the documents and instruments referred to herein)
     constitutes  the entire  agreement and supersedes all prior  agreements and
     understandings,  both  written and oral,  among the parties with respect to
     the subject matter hereof.

8.10 Where a period of time is prescribed or calculated  from a day of event the
     time  shall be  calculated  excluding  such  day or the day of such  event,
     unless a  contrary  attention  appears.  Where the time for doing  anything
     falls or expires on a  Saturday,  Sunday or on a public  holiday  then such
     thing may be validly done the first date thereafter that is not a Saturday,
     Sunday or holiday.

8.11 No amendment of any provision of this  Agreement  shall be valid unless the
     same  shall be in  writing  and signed by the  parties  hereto.  Vendor may
     consent to any such  amendment  for itself at any time prior to the closing
     without the prior  authorization of its Board of Directors or the Trustees.
     No  waiver  by any party of any  default,  misrepresentation,  or breach of
     warranty or covenant hereunder, whether intentional or not, shall be deemed
     to extend to any prior or subsequent default, misrepresentation,  or breach
     of warranty or covenant  hereunder or affect in any way any rights  arising
     by virtue of any prior or subsequent such occurrence.

8.12 Neither this  Agreement nor any of the rights,  interests,  or  obligations
     hereunder  shall be  assigned  by DKWS,  the Trust,  JWK or TK  (whether by
     operation of law or  otherwise)  without the prior  written  consent of the
     Purchaser.  This Agreement shall be binding upon,  inure to the benefit of,
     and be  enforceable  by the parties  and their  respective  successors  and
     assigns.

8.13 If any provision or covenant, or any part thereof, of this Agreement should
     be held by any court to be  illegal,  invalid or  unenforceable,  either in
     whole or in part, such illegality, invalidity or unenforceability shall not
     affect the legality, validity or enforceability of the remaining provisions
     or covenants,  or any part thereof, all of which shall remain in full force
     and effect.

8.14 The prevailing party in any proceeding brought to enforce the terms of this
     Agreement  shall be entitled to an award of reasonable  attorneys' fees and
     costs incurred in investigating and pursuing such action, both at the trial
     and appellate levels.

8.15 Each of the parties  acknowledges  and agrees that the other party would be
     damaged  irreparably  if any of the  provisions  of this  Agreement are not
     performed  in  accordance  with  their  specific  terms  or  otherwise  are
     breached.  Accordingly,  each of the  parties  agrees  that the other party
     shall be entitled to an injunction or  injunctions  to prevent  breaches of
     the provisions of this Agreement and to enforce specifically this Agreement
     and the terms and provisions  hereof in any action  instituted in any court
     of the United  States or any state  thereof  having  jurisdiction  over the
     parties and the matter in  addition to any other  remedy to which it may be
     entitled, at law or in equity.



                                       39
<PAGE>

8.16 Vendor  warrants  and  agrees to pay and  discharge  when due all claims of
     creditors   that  could  be  asserted   against   Purchaser  by  reason  of
     non-compliance  with  the  provisions  of any  bulk  transfer  laws  of any
     jurisdiction  in  connection  with the  transactions  contemplated  by this
     Agreement,  and acknowledges  that such liabilities and obligations are not
     to be assumed by Purchaser hereunder.  Vendor hereby indemnifies and agrees
     to hold Purchaser  harmless  from,  against and in respect of, and shall on
     demand  reimburse  Purchaser  for,  any loss,  liability,  cost or  expense
     suffered or incurred by Purchaser by reason of the failure of Vendor to pay
     or discharge any such claims.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as to be
effective as at the date first written above.

ADDISON YORK INSURANCE BROKERS, LTD.


Per: /s/ Primo Podorieszach
     ---------------------------

DKWS ENTERPRISES, INC.


Per: /s/ John W. Kabaker


/s/ [illegible]                               /s/ John W. Kabaker
--------------------------                  --------------------------
Witness                                     JOHN W. KABAKER

/s/ [illegible]                               /s/ Theolyn Kabaker
--------------------------                  --------------------------
Witness                                     THEOLYN KABAKER


KABAKER FAMILY TRUST OF JULY 1998


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


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





                                       40


<PAGE>



                                  SCHEDULE "A"

                                   CLIENT LIST


The Vendor and the Shareholder,  jointly and severally  represent and warrant to
the  Purchaser  that the computer tape  delivered to the Purchaser  herewith and
identified  as computer tape backup,  constitutes a full and complete  record of
the Vendors insurance clients and their respective policies.









INITIAL                  /s/ [initials JWK]
                         -----------------------
                         Vendor

                         /s/ [initials JWK]
                         -----------------------
                         Shareholder



<PAGE>


                                  SCHEDULE "B"

                                  FIXED ASSETS




<PAGE>


                                  SCHEDULE "C"

                         REAL PROPERTY LEASE AGREEMENTS




1.   Lease  dated  June 30,  2000,  made  between  DKWS (as  Tenant)  and Active
     Property  Management  (as Landlord)  with respect to Suite 100, 1701 Novato
     Blvd., Novato, California, 94947;
2.   Lease dated July 8, 2002, made between DKWS (as Tenant) and Active Property
     Management  (as  Landlord)  with respect to Suite 107,  1701 Novato  Blvd.,
     Novato, California, 94947;
3.   Sub-Lease  dated April 10, 2003,  made between DKWS (as Sub-Lessee) and New
     Israel Fund (as  Sub-Lessor)  with respect to Suite 205, 10350 Santa Monica
     Blvd., Los Angeles, California;
4.   Sub-Lease  dated July 1, 2002,  made between DKWS (as  Sub-Lessor)  and 2nd
     Sight  Software  (as  Sub-Lessee)  with  respect to Suite 107,  1701 Novato
     Blvd., Novato, California, 94947; and
5.   Sub-Lease  dated July 27, 2000, made between DKWS (as Sub-Lessor) and Susan
     B. Preston (as  Sub-Lessee)  with respect to Suite 100,  1701 Novato Blvd.,
     Novato, California, 94947.





<PAGE>


                                  SCHEDULE "D"

                                ASSUMED CONTRACTS



Those  agreements  attached  hereto  and  those  agreements  identified  in  the
Assignment  Agreement  dated October 1st,  2003, and made between the Vendor and
Purchaser.

1.   Equipment  Lease  Agreement dated October 18, 2000, and made between Dillon
     East Capital Group and DKWS;
2.   Equipment  Lease  Agreement dated January 30, 2001, and made between Dillon
     East Capital Group and DKWS;
3.   Equipment Lease Agreement dated August 17, 2000, and made between Discovery
     Office Systems and DKWS;
4.   Equipment Lease Agreement dated September 13, 2002, and made between Butler
     Capital Corporation and DKWS;
5.   Equipment Lease Agreement identified as Lease No. 99PA014, and made between
     Dillon Leasing Company and DKWS;
6.   Those lease agreements identified on Schedule "C";
7.   Any agreement with those insurance  companies  identified on the Production
     By Payee list included with this Schedule "D".





<PAGE>


                                  SCHEDULE "E"

                       FINANCIAL STATEMENTS OF THE VENDOR






<PAGE>


                                  SCHEDULE "F"

                       FORM OF NON-COMPETITION AGREEMENTS

1.   DKWS
2.   Trust
3.   JWK
4.   TK




<PAGE>



                               NON-DISCLOSURE and
                            NON-COMPETITION AGREEMENT

THIS AGREEMENT MADE effective this 1st day of October, 2003.

BETWEEN:

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

                                     - and -

                             DKWS ENTERPRISES, INC.
                       a body corporate duly incorporated
                according to the laws of the State of California
                     (hereinafter referred to as the "DKWS")

WHEREAS  the   Corporation   has   requested  an   obligation   of  secrecy  and
non-competition  from DKWS as a condition of agreeing to the purchase of certain
assets (the  "Purchased  Assets") from DKWS and the Kabaker Family Trust of July
1998 ("KFT") in accordance with the terms and conditions of an agreement for the
sale  and  purchase  of  assets  dated  as of  the  1st  day  of  October,  2003
(hereinafter referred to as the "Purchase Agreement");

AND WHEREAS DKWS has access to Confidential  Information regarding the Purchased
Assets and the Business;

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the premises
and mutual  covenants  herein  contained and in consideration of the sum of FIVE
($5.00)  DOLLARS now paid by the Corporation to DKWS (receipt of and sufficiency
of which is hereby  acknowledged) and for other good and valuable  consideration
the parties hereto and hereby agree as follows:

1.00 DEFINITIONS

1.01 Defined terms used in this Agreement and not otherwise defined herein shall
     have  the  same  meaning  as is  ascribed  to such  terms  in the  Purchase
     Agreement.

1.02 "Agreement" means this Non-Disclosure and Non-Competition Agreement and all
     amendments in writing made hereto.

1.03 "Territory" means the United States of America.

1.04 In this Agreement words importing the singular shall include the plural and
     words importing the masculine shall include the feminine or neuter, or vice
     versa, as the



<PAGE>

                                       2



context,  or the  number  of or  gender  of the  parties,  from  time to time so
requires.  Words  importing  persons  shall  include  corporations,   companies,
partnerships, syndicates, trusts and any number or aggregate of persons.

2.00 OBLIGATION TO NOT COMPETE

2.01 DKWS hereby  covenants  and agrees that for a period of fifteen  (15) years
     from the date this Agreement, DKWS will not, directly or indirectly, within
     the Territory:
     (a)  solicit for employment any employees of the Corporation;
     (b)  solicit  insurance-related  business  from  any of  the  Corporation's
          customers; or
     (c)  own,  operate,  be engaged in the  operation of, or have any financial
          interest  in,  any  business   operations  whether  a  proprietorship,
          partnership,  joint venture or private company, or otherwise, carry on
          or  be  engaged  in  any  venture  similar  to  the  Business  of  the
          Corporation.
2.02 The parties intend that the covenants  contained in paragraph 2.01 shall be
     construed  as separate  covenants,  one for each  subdivision  to which the
     covenant  applies.  Except  for  geographic  coverage,  each such  separate
     covenant  shall be  deemed  identical  in terms to the  covenant  contained
     above. In the event a court of competent  jurisdiction  determines that the
     provisions  of this  covenant  not to compete are  excessively  broad as to
     duration,  geographic  scope or activity,  it is expressly agreed that this
     covenant not to compete shall be construed so that the remaining provisions
     shall not be affected,  but shall remain in full force and effect,  and any
     such over broad provisions  shall be deemed,  without further action on the
     part of any person, to be modified, amended and/or limited, but only to the
     extent  necessary  to  render  the  same  valid  and  enforceable  in  such
     jurisdiction.

3.00 OBLIGATIONS TO NOT DISCLOSE

3.01 DKWS covenants and agrees with the Corporation that:
     (a)  the business connections,  customers,  Client Files, marketing,  sales
          techniques,  financial statements, employee lists or names, procedures
          and  operations,  and  other  intangible  assets  and  aspects  of the
          Business have been  established  and maintained by the  Corporation at
          great expense and are protected as confidential  information and trade
          secrets,  and are of great value to the Corporation (the "Confidential
          Information"); and
     (b)  the Corporation would suffer great loss and injury if the Confidential
          Information  were disclosed or used in any way to the detriment of the
          Corporation.
     Therefore,  DKWS shall not,  directly or  indirectly,  use or disclose,  or
     cause or allow to be used or disclosed, to the Corporation's detriment, any
     Confidential  Information,   secret,  or  proprietary  information  of  the
     Corporation.  The foregoing  limitation shall not apply to any Confidential
     Information or proprietary information which has been voluntarily disclosed
     to the public by the Corporation,  independently developed and disclosed by
     others,  or otherwise enters the public domain through lawful means, not in
     violation of the provisions of this  subsection.  In addition,  DKWS hereby
     covenants  and  agrees  with  the  Corporation  that  upon  demand  by  the
     Corporation  for  the  same,  DKWS  shall  forthwith  return  any  and  all
     Confidential Information in his possession to the Corporation.


<PAGE>

                                       3

3.02 The  obligations  contained in paragraph 3.01 shall survive the termination
     of any discussions,  negotiations or contractual relations between DKWS and
     the Corporation.

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

4.00 MISCELLANEOUS

4.01 If  any  covenant  or  provision   herein  is  determined  to  be  void  or
     unenforceable  in whole or in part,  it shall  not be  deemed  to affect or
     impair the enforceability or validity of any other covenant or provision of
     this Agreement or any part thereof.

4.02 The  Parties  to this  Agreement  agree that a breach by DKWS of any of the
     covenants  herein  contained would result in damages to the Corporation for
     which the Corporation could not adequately compensated by a monetary award.
     Accordingly,  DKWS agrees that in the event of any such breach, in addition
     to,  and not in  substitution  of,  all  other  remedies  available  to the
     Corporation  at law or in equity,  the  Corporation  shall be entitled as a
     matter  of right to apply  to a Court of  competent  jurisdiction  for such
     relief by way of restraining order, injunction, decree or otherwise, as may
     be appropriate to ensure  compliance  with the provisions of this Agreement
     and DKWS shall be liable to the  Corporation for all losses,  costs,  legal
     fees,  damages and expenses  whatsoever  which the Corporation may sustain,
     pay or incur as  result of or in  connection  with  DKWS  failure  to keep,
     observe or perform,  from and after the dates  hereof,  the covenants to be
     kept, observed and performed by DKWS under this Agreement.

4.03 The Parties agree that all restrictions in this Agreement are necessary and
     are  fundamental to the protection of the Business of the  Corporation  and
     are reasonable and valid and all defences to the strict enforcement thereof
     by the Corporation are hereby waived by DKWS.

4.04 This  Agreement  shall enure to the  benefit and shall be binding  upon the
     parties  hereto  together  with  any  of  their  respective   shareholders,
     directors, officers, managers, employees,  successors and assigns and where
     applicable, their respective heirs, executors and administrators.

4.05 DKWS shall not assign,  or otherwise  transfer,  its rights or delegate its
     duties or  obligations  under  this  Agreement  without  the prior  written
     consent of the Corporation. This Agreement shall be fully assignable by the
     Corporation.

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

4.07 This  Agreement  constitutes  the  entire  agreement  between  the  parties
     pertaining  to the subject  matter  hereof,  and  supersedes  all prior and
     contemporaneous agreements,  understandings,  negotiations, and discussions
     of the parties,  whether oral or written,


<PAGE>

                                       4



     pertaining to the subject matter hereof.

4.08 No amendment or variation of the terms, conditions,  warranties, covenants,
     agreements  and  undertakings  set  forth  herein  shall be of any force or
     effect  unless the same shall be reduced to writing  duly  executed  by all
     Parties  hereto  in the same  manner  and with the same  formality  as this
     Agreement is executed.

4.09 Each Party to this Agreement  shall be  responsible  for the payment of all
     costs, expenses, legal fees and disbursements incurred or to be incurred by
     it in negotiation  and preparing this Agreement and all documents  required
     to be delivered pursuant to this Agreement and in otherwise  performing the
     transactions  contemplated  by  this  Agreement,  unless  otherwise  stated
     herein.

4.10 No provision of this Agreement shall be deemed to be waived unless a waiver
     is in writing.  Any waiver of any default  committed  by any of the Parties
     hereto in the observance or performance of any part of this Agreement shall
     not extend to or be taken in any manner to effect any other default.

4.11 This Agreement may be signed or executed in separate  counterparts  and the
     signing or  execution  of a  counterpart  shall have the same effect as the
     signing or executing of an original.

4.12 Each Party shall, at the request of any Party, from time to time and at all
     times hereafter,  execute and deliver all deed, documents in writing and do
     all acts and  things  as may be  required  to carry  out the true  intended
     meaning of this Agreement.

4.13 All  communications or notices given pursuant to this Agreement shall be in
     writing  and shall be deemed to have been given at the  earlier of the date
     when actually delivered to a party by personal delivery, commercial courier
     or telephone facsimile  transmission  accompanied by a telephonic facsimile
     receipt  followed by a hard copy by United  States mail or two (2) business
     days  after  being  deposited  in the  United  States  mail,  certified  or
     registered mail, postage prepaid,  return receipt requested,  and addressed
     as  follows,  unless and until any of such  parties  notifies  the other in
     accordance with this subsection of a change of address:
     If to DKWS:                                25 Wali Trail
                                                Novato, California, 94947

     If to Addison York Insurance Brokers LTD:  10333 Southport Rd. SW,
                                                Suite 355
                                                Calgary, AL T2W 3X6, Canada
                                                Attn: President

4.14 The headings  herein  contained are for reference only and shall not affect
     the meaning or interpretation of any provision of this Agreement.

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



<PAGE>

                                       5



IN WITNESS  WHEREOF THE PARTIES HERETO have caused these presents to be executed
as of the date first above mentioned.

ADDISON YORK INSURANCE BROKERS LTD.


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

DKWS ENTERPRISES, INC.


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



<PAGE>



                               NON-DISCLOSURE and
                            NON-COMPETITION AGREEMENT

THIS AGREEMENT MADE effective this 1st day of October, 2003.

BETWEEN:

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

                                     - and -

                        KABAKER FAMILY TRUST OF JULY 1998
         a trust formed pursuant to the laws of the State of California
                    (hereinafter referred to as the "Trust")


WHEREAS  the   Corporation   has   requested  an   obligation   of  secrecy  and
non-competition  from the Trust as a condition  of  agreeing to the  purchase of
certain assets (the "Purchased Assets") from DKWS Enterprises, Inc. ("DKWS") and
the Trust in  accordance  with the terms and  conditions of an agreement for the
sale  and  purchase  of  assets  dated  as of  the  1st  day  of  October,  2003
(hereinafter referred to as the "Purchase Agreement");

AND  WHEREAS  the Trust has access to  Confidential  Information  regarding  the
Purchased Assets and the Business;

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the premises
and mutual  covenants  herein  contained and in consideration of the sum of FIVE
($5.00)  DOLLARS  now  paid by the  Corporation  to the  Trust  (receipt  of and
sufficiency  of which is hereby  acknowledged)  and for other good and  valuable
consideration the parties hereto and hereby agree as follows:

1.00 DEFINITIONS

1.01 Defined terms used in this Agreement and not otherwise defined herein shall
     have  the  same  meaning  as is  ascribed  to such  terms  in the  Purchase
     Agreement.

1.02 "Agreement" means this Non-Disclosure and Non-Competition Agreement and all
     amendments in writing made hereto.

1.03 "Territory" means the United States of America.

1.04 In this Agreement words importing the singular shall include the plural and
     words importing the masculine shall include the feminine or neuter, or vice
     versa, as the




<PAGE>

                                       2



     context,  or the number of or gender of the  parties,  from time to time so
     requires.  Words importing persons shall include  corporations,  companies,
     partnerships, syndicates, trusts and any number or aggregate of persons.

2.00 OBLIGATION TO NOT COMPETE

2.01 The Trust  hereby  covenants  and agrees that for a period of fifteen  (15)
     years  from the date this  Agreement,  the  Trust  will  not,  directly  or
     indirectly, within the Territory:
     (a)  solicit for employment any employees of the Corporation;
     (b)  solicit  insurance-related  business  from  any of  the  Corporation's
          customers; or
     (c)  own,  operate,  be engaged in the  operation of, or have any financial
          interest  in,  any  business   operations  whether  a  proprietorship,
          partnership,  joint venture or private company, or otherwise, carry on
          or  be  engaged  in  any  venture  similar  to  the  Business  of  the
          Corporation.

2.02 The parties intend that the covenants  contained in paragraph 2.01 shall be
     construed  as separate  covenants,  one for each  subdivision  to which the
     covenant  applies.  Except  for  geographic  coverage,  each such  separate
     covenant  shall be  deemed  identical  in terms to the  covenant  contained
     above. In the event a court of competent  jurisdiction  determines that the
     provisions  of this  covenant  not to compete are  excessively  broad as to
     duration,  geographic  scope or activity,  it is expressly agreed that this
     covenant not to compete shall be construed so that the remaining provisions
     shall not be affected,  but shall remain in full force and effect,  and any
     such over broad provisions  shall be deemed,  without further action on the
     part of any person, to be modified, amended and/or limited, but only to the
     extent  necessary  to  render  the  same  valid  and  enforceable  in  such
     jurisdiction.

3.00 OBLIGATIONS TO NOT DISCLOSE

3.01 The Trust covenants and agrees with the Corporation that:
     (a)  the business connections,  customers,  Client Files, marketing,  sales
          techniques,  financial statements, employee lists or names, procedures
          and  operations,  and  other  intangible  assets  and  aspects  of the
          Business have been  established  and maintained by the  Corporation at
          great expense and are protected as confidential  information and trade
          secrets,  and are of great value to the Corporation (the "Confidential
          Information"); and
     (b)  the Corporation would suffer great loss and injury if the Confidential
          Information  were disclosed or used in any way to the detriment of the
          Corporation.
     Therefore, the Trust shall not, directly or indirectly, use or disclose, or
     cause or allow to be used or disclosed, to the Corporation's detriment, any
     Confidential  Information,   secret,  or  proprietary  information  of  the
     Corporation.  The foregoing  limitation shall not apply to any Confidential
     Information or proprietary information which has been voluntarily disclosed
     to the public by the Corporation,  independently developed and disclosed by
     others,  or otherwise enters the public domain through lawful means, not in
     violation of the  provisions  of this  subsection.  In addition,  the Trust
     hereby  covenants and agrees with the  Corporation  that upon demand by the
     Corporation  for the same,  the Trust  shall  forthwith  return any and all
     Confidential Information in his possession to the Corporation.


<PAGE>

                                       3



3.02 The  obligations  contained in paragraph 3.01 shall survive the termination
     of any discussions, negotiations or contractual relations between the Trust
     and the Corporation.

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

4.00 MISCELLANEOUS

4.01 If  any  covenant  or  provision   herein  is  determined  to  be  void  or
     unenforceable  in whole or in part,  it shall  not be  deemed  to affect or
     impair the enforceability or validity of any other covenant or provision of
     this Agreement or any part thereof.

4.02 The  Parties to this  Agreement  agree that a breach by the Trust of any of
     the covenants  herein  contained would result in damages to the Corporation
     for which the  Corporation  could not adequately  compensated by a monetary
     award. Accordingly,  the Trust agrees that in the event of any such breach,
     in addition to, and not in substitution of, all other remedies available to
     the Corporation at law or in equity, the Corporation shall be entitled as a
     matter  of right to apply  to a Court of  competent  jurisdiction  for such
     relief by way of restraining order, injunction, decree or otherwise, as may
     be appropriate to ensure  compliance  with the provisions of this Agreement
     and the Trust shall be liable to the  Corporation  for all  losses,  costs,
     legal fees,  damages and  expenses  whatsoever  which the  Corporation  may
     sustain,  pay or incur  as  result  of or in  connection  with the  Trust's
     failure to keep,  observe or perform,  from and after the dates hereof, the
     covenants  to be kept,  observed  and  performed  by the Trust  under  this
     Agreement.

4.03 The Parties agree that all restrictions in this Agreement are necessary and
     are  fundamental to the protection of the Business of the  Corporation  and
     are reasonable and valid and all defences to the strict enforcement thereof
     by the Corporation are hereby waived by the Trust.

4.04 This  Agreement  shall enure to the  benefit and shall be binding  upon the
     parties  hereto  together  with  any  of  their  respective   shareholders,
     directors, officers, managers, employees,  successors and assigns and where
     applicable, their respective heirs, executors and administrators.

4.05 The Trust shall not assign, or otherwise  transfer,  its rights or delegate
     its duties or obligations  under this  Agreement  without the prior written
     consent of the Corporation. This Agreement shall be fully assignable by the
     Corporation.

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

4.07 This  Agreement  constitutes  the  entire  agreement  between  the  parties
     pertaining  to the subject  matter  hereof,  and  supersedes  all prior and
     contemporaneous agreements,  understandings,  negotiations, and discussions
     of the parties,  whether oral or written,


<PAGE>

                                       3



     pertaining to the subject matter hereof.

4.08 No amendment or variation of the terms, conditions,  warranties, covenants,
     agreements  and  undertakings  set  forth  herein  shall be of any force or
     effect  unless the same shall be reduced to writing  duly  executed  by all
     Parties  hereto  in the same  manner  and with the same  formality  as this
     Agreement is executed.

4.09 Each Party to this Agreement  shall be  responsible  for the payment of all
     costs, expenses, legal fees and disbursements incurred or to be incurred by
     it in negotiation  and preparing this Agreement and all documents  required
     to be delivered pursuant to this Agreement and in otherwise  performing the
     transactions  contemplated  by  this  Agreement,  unless  otherwise  stated
     herein.

4.10 No provision of this Agreement shall be deemed to be waived unless a waiver
     is in writing.  Any waiver of any default  committed  by any of the Parties
     hereto in the observance or performance of any part of this Agreement shall
     not extend to or be taken in any manner to effect any other default.

4.11 This Agreement may be signed or executed in separate  counterparts  and the
     signing or  execution  of a  counterpart  shall have the same effect as the
     signing or executing of an original.

4.12 Each Party shall, at the request of any Party, from time to time and at all
     times hereafter,  execute and deliver all deed, documents in writing and do
     all acts and  things  as may be  required  to carry  out the true  intended
     meaning of this Agreement.

4.13 All  communications or notices given pursuant to this Agreement shall be in
     writing  and shall be deemed to have been given at the  earlier of the date
     when actually delivered to a party by personal delivery, commercial courier
     or telephone facsimile  transmission  accompanied by a telephonic facsimile
     receipt  followed by a hard copy by United  States mail or two (2) business
     days  after  being  deposited  in the  United  States  mail,  certified  or
     registered mail, postage prepaid,  return receipt requested,  and addressed
     as  follows,  unless and until any of such  parties  notifies  the other in
     accordance with this subsection of a change of address:
     If to the Trust:                           25 Wali Trail
                                                Novato, California, 94947
     If to Addison York Insurance Brokers LTD:  10333 Southport Rd. SW,
                                                Suite 355
                                                Calgary, AL T2W 3X6, Canada
                                                Attn: Primo Podorieszach

4.14 The headings  herein  contained are for reference only and shall not affect
     the meaning or interpretation of any provision of this Agreement.

4.15 The Trust  acknowledges that it has reviewed this Agreement and understands
     the term



<PAGE>
                                       5



     and conditions hereof.





IN WITNESS  WHEREOF THE PARTIES HERETO have caused these presents to be executed
as of the date first above mentioned.



ADDISON YORK INSURANCE BROKERS, LTD.


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


KABAKER FAMILY TRUST OF JULY 1998


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

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



<PAGE>



                               NON-DISCLOSURE and
                            NON-COMPETITION AGREEMENT

THIS AGREEMENT MADE effective this 1st day of October, 2003.

BETWEEN:

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

                                     - and -

                                 JOHN W. KABAKER
                  an individual residing in the City of Novato,
                           in the State of California,
                     (hereinafter referred to as "Kabaker")

WHEREAS  the   Corporation   has   requested  an   obligation   of  secrecy  and
non-competition  from  Kabaker as a condition  of  agreeing  to the  purchase of
certain assets (the "Purchased Assets") from DKWS Enterprises, Inc. ("DKWS") and
the Kabaker  Family Trust of July 1998 ("KFT") in accordance  with the terms and
conditions  of an agreement  for the sale and purchase of assets dated as of the
1st day of October, 2003 (hereinafter referred to as the "Purchase Agreement");

AND  WHEREAS  Kabaker  has  access to  Confidential  Information  regarding  the
Purchased Assets and the Business;

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the premises
and mutual  covenants  herein  contained and in consideration of the sum of FIVE
($5.00)  DOLLARS  now  paid  by  the  Corporation  to  Kabaker  (receipt  of and
sufficiency  of which is hereby  acknowledged)  and for other good and  valuable
consideration the parties hereto and hereby agree as follows:

1.00 DEFINITIONS

1.01 Defined terms used in this Agreement and not otherwise defined herein shall
     have  the  same  meaning  as is  ascribed  to such  terms  in the  Purchase
     Agreement.

1.02 "Agreement" means this Non-Disclosure and Non-Competition Agreement and all
     amendments in writing made hereto.

1.03 "Territory" means the United States of America.

1.04 In this Agreement words importing the singular shall include the plural and
     words importing the masculine shall include the feminine or neuter, or vice
     versa, as the

<PAGE>

                                       2



context,  or the  number  of or  gender  of the  parties,  from  time to time so
requires.  Words  importing  persons  shall  include  corporations,   companies,
partnerships, syndicates, trusts and any number or aggregate of persons.

2.00 OBLIGATION TO NOT COMPETE

2.01 Kabaker  hereby  covenants  and agrees  that for a period of five (5) years
     after  Kabaker  is not  employed  by the  Corporation,  Kabaker  will  not,
     directly or indirectly, within the Territory:
     (a)  solicit for employment any employees of the Corporation;
     (b)  solicit  insurance-related  business  from  any of  the  Corporation's
          customers; or
     (c)  own,  operate,  be engaged in the  operation of, or have any financial
          interest  in,  any  business   operations  whether  a  proprietorship,
          partnership,  joint venture or private company, or otherwise, carry on
          or  be  engaged  in  any  venture  similar  to  the  Business  of  the
          Corporation.
2.02 The parties intend that the covenants  contained in paragraph 2.01 shall be
     construed  as separate  covenants,  one for each  subdivision  to which the
     covenant  applies.  Except  for  geographic  coverage,  each such  separate
     covenant  shall be  deemed  identical  in terms to the  covenant  contained
     above. In the event a court of competent  jurisdiction  determines that the
     provisions  of this  covenant  not to compete are  excessively  broad as to
     duration,  geographic  scope or activity,  it is expressly agreed that this
     covenant not to compete shall be construed so that the remaining provisions
     shall not be affected,  but shall remain in full force and effect,  and any
     such over broad provisions  shall be deemed,  without further action on the
     part of any person, to be modified, amended and/or limited, but only to the
     extent  necessary  to  render  the  same  valid  and  enforceable  in  such
     jurisdiction.

3.00 OBLIGATIONS TO NOT DISCLOSE

3.01 Kabaker covenants and agrees with the Corporation that:
     (a)  the business connections,  customers,  Client Files, marketing,  sales
          techniques,  financial statements, employee lists or names, procedures
          and  operations,  and  other  intangible  assets  and  aspects  of the
          Business have been  established  and maintained by the  Corporation at
          great expense and are protected as confidential  information and trade
          secrets,  and are of great value to the Corporation (the "Confidential
          Information"); and
     (b)  the Corporation would suffer great loss and injury if the Confidential
          Information  were disclosed or used in any way to the detriment of the
          Corporation.
     Therefore,  Kabaker shall not, directly or indirectly,  use or disclose, or
     cause or allow to be used or disclosed, to the Corporation's detriment, any
     Confidential  Information,   secret,  or  proprietary  information  of  the
     Corporation.  The foregoing  limitation shall not apply to any Confidential
     Information or proprietary information which has been voluntarily disclosed
     to the public by the Corporation,  independently developed and disclosed by
     others,  or otherwise enters the public domain through lawful means, not in
     violation of the provisions of this subsection. In addition, Kabaker hereby
     covenants and agrees with the Corporation that, upon Kabaker termination of
     employment with the Corporation for any reason  whatsoever,  or upon demand
     by the Corporation for the same,



<PAGE>
                                       3




     Kabaker shall forthwith return any and all Confidential  Information in his
     possession to the Corporation.

3.02 The  obligations  contained in paragraph 3.01 shall survive the termination
     of any discussions,  negotiations or contractual  relations between Kabaker
     and the Corporation.

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

4.00 MISCELLANEOUS

4.01 If  any  covenant  or  provision   herein  is  determined  to  be  void  or
     unenforceable  in whole or in part,  it shall  not be  deemed  to affect or
     impair the enforceability or validity of any other covenant or provision of
     this Agreement or any part thereof.

4.02 The Parties to this Agreement  agree that a breach by Kabaker of any of the
     covenants  herein  contained would result in damages to the Corporation for
     which the Corporation could not adequately compensated by a monetary award.
     Accordingly,  Kabaker  agrees  that in the  event  of any such  breach,  in
     addition to, and not in  substitution  of, all other remedies  available to
     the Corporation at law or in equity, the Corporation shall be entitled as a
     matter  of right to apply  to a Court of  competent  jurisdiction  for such
     relief by way of restraining order, injunction, decree or otherwise, as may
     be appropriate to ensure  compliance  with the provisions of this Agreement
     and Kabaker shall be liable to the Corporation for all losses, costs, legal
     fees,  damages and expenses  whatsoever  which the Corporation may sustain,
     pay or incur as result of or in  connection  with Kabaker  failure to keep,
     observe or perform,  from and after the dates  hereof,  the covenants to be
     kept, observed and performed by Kabaker under this Agreement.

4.03 The Parties agree that all restrictions in this Agreement are necessary and
     are  fundamental to the protection of the Business of the  Corporation  and
     are reasonable and valid and all defences to the strict enforcement thereof
     by the Corporation are hereby waived by Kabaker.

4.04 This  Agreement  shall enure to the  benefit and shall be binding  upon the
     parties  hereto  together  with  any  of  their  respective   shareholders,
     directors, officers, managers, employees,  successors and assigns and where
     applicable, their respective heirs, executors and administrators.

4.05 Kabaker shall not assign, or otherwise transfer, his rights or delegate his
     duties or  obligations  under  this  Agreement  without  the prior  written
     consent of the Corporation. This Agreement shall be fully assignable by the
     Corporation.

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


<PAGE>
                                       4




4.07 This  Agreement  constitutes  the  entire  agreement  between  the  parties
     pertaining  to the subject  matter  hereof,  and  supersedes  all prior and
     contemporaneous agreements,  understandings,  negotiations, and discussions
     of the parties,  whether oral or written,  pertaining to the subject matter
     hereof.

4.08 No amendment or variation of the terms, conditions,  warranties, covenants,
     agreements  and  undertakings  set  forth  herein  shall be of any force or
     effect  unless the same shall be reduced to writing  duly  executed  by all
     Parties  hereto  in the same  manner  and with the same  formality  as this
     Agreement is executed.

4.09 Each Party to this Agreement  shall be  responsible  for the payment of all
     costs, expenses, legal fees and disbursements incurred or to be incurred by
     it in negotiation  and preparing this Agreement and all documents  required
     to be delivered pursuant to this Agreement and in otherwise  performing the
     transactions  contemplated  by  this  Agreement,  unless  otherwise  stated
     herein.

4.10 No provision of this Agreement shall be deemed to be waived unless a waiver
     is in writing.  Any waiver of any default  committed  by any of the Parties
     hereto in the observance or performance of any part of this Agreement shall
     not extend to or be taken in any manner to effect any other default.

4.11 This Agreement may be signed or executed in separate  counterparts  and the
     signing or  execution  of a  counterpart  shall have the same effect as the
     signing or executing of an original.

4.12 Each Party shall, at the request of any Party, from time to time and at all
     times hereafter,  execute and deliver all deed, documents in writing and do
     all acts and  things  as may be  required  to carry  out the true  intended
     meaning of this Agreement.

4.13 All  communications or notices given pursuant to this Agreement shall be in
     writing  and shall be deemed to have been given at the  earlier of the date
     when actually delivered to a party by personal delivery, commercial courier
     or telephone facsimile  transmission  accompanied by a telephonic facsimile
     receipt  followed by a hard copy by United  States mail or two (2) business
     days  after  being  deposited  in the  United  States  mail,  certified  or
     registered mail, postage prepaid,  return receipt requested,  and addressed
     as  follows,  unless and until any of such  parties  notifies  the other in
     accordance with this subsection of a change of address:
     If to Kabaker:                              25 Wali Trail
                                                 Novato, California, 94947
     If to Addison York Insurance Brokers LTD:   10333 Southport Rd. SW,
                                                 Suite 355
                                                 Calgary, AL T2W 3X6, Canada
                                                 Attn: President

4.14 The headings  herein  contained are for reference only and shall not affect
     the meaning or interpretation of any provision of this Agreement.


<PAGE>

                                       5



4.15 Kabaker  acknowledges  that he has read this Agreement and  understands the
     term and conditions hereof.

IN WITNESS  WHEREOF THE PARTIES HERETO have caused these presents to be executed
as of the date first above mentioned.

ADDISON YORK INSURANCE BROKERS LTD.


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


/s/ Melvin I. Gilbert                       /s/ John W. Kabaker
--------------------------                  --------------------------
Witness                                     JOHN W. KABAKER

Melvin I. Gilbert
--------------------------
[print name of witness]



<PAGE>



State of California
County of San Francisco


On October 17, 2003 before me, the  undersigned,  a Notary Public in and for the
said State,  personally  appeared John W. Kabaker (proved to me on the basis of
satisfactory  evidence) to be the person whose name is  subscribed to the within
instrument  and  acknowledged  to me that he executed the same in his authorized
capacity,  and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.


Signature  /s/ Michael David Glenn
           --------------------------
Name        Michael David Glenn
           --------------------------
             (typed or printed)

                                           [NOTARIAL SEAL
                                                MICHAEL DAVID GLENN
                                                Commission #1263248
                                                Notary Public - California
                                                San Francisco County
                                                My Comm. Expires May 11, 2004]



<PAGE>



                               NON-DISCLOSURE and
                            NON-COMPETITION AGREEMENT

THIS AGREEMENT MADE effective this 1st day of October, 2003.

BETWEEN:

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

                                     - and -

                                 THEOLYN KABAKER
                  an individual residing in the City of Novato,
                           in the State of California,
                     (hereinafter referred to as "Kabaker")

WHEREAS  the   Corporation   has   requested  an   obligation   of  secrecy  and
non-competition  from  Kabaker as a condition  of  agreeing  to the  purchase of
certain assets (the "Purchased Assets") from DKWS Enterprises, Inc. ("DKWS") and
the Kabaker  Family Trust of July 1998 ("KFT") in accordance  with the terms and
conditions of an agreement  for the sale and purchase of assets dated  effective
as of the 1st day of October,  2003  (hereinafter  referred to as the  "Purchase
Agreement");

AND  WHEREAS  Kabaker  has  access to  Confidential  Information  regarding  the
Purchased Assets and the Business;

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the premises
and mutual  covenants  herein  contained and in consideration of the sum of FIVE
($5.00)  DOLLARS  now  paid  by  the  Corporation  to  Kabaker  (receipt  of and
sufficiency  of which is hereby  acknowledged)  and for other good and  valuable
consideration the parties hereto and hereby agree as follows:

1.00 DEFINITIONS

1.01 Defined terms used in this Agreement and not otherwise defined herein shall
     have  the  same  meaning  as is  ascribed  to such  terms  in the  Purchase
     Agreement.

1.02 "Agreement" means this Non-Disclosure and Non-Competition Agreement and all
     amendments in writing made hereto.

1.03 "Territory" means the United States of America.

1.04 In this Agreement words importing the singular shall include the plural and
     words


<PAGE>

                                       2



     importing  the  masculine  shall  include the  feminine or neuter,  or vice
     versa, as the context, or the number of or gender of the parties, from time
     to time so requires.  Words importing  persons shall include  corporations,
     companies, partnerships,  syndicates, trusts and any number or aggregate of
     persons.

2.00 OBLIGATION TO NOT COMPETE

2.01 Kabaker  hereby  covenants  and agrees  that for a period of five (5) years
     after  Kabaker  is not  employed  by the  Corporation,  Kabaker  will  not,
     directly or indirectly, within the Territory:
     (a)  solicit for employment any employees of the Corporation;
     (b)  solicit  insurance-related  business  from  any of  the  Corporation's
          customers; or
     (c)  own,  operate,  be engaged in the  operation of, or have any financial
          interest  in,  any  business   operations  whether  a  proprietorship,
          partnership,  joint venture or private company, or otherwise, carry on
          or  be  engaged  in  any  venture  similar  to  the  Business  of  the
          Corporation.
2.02 The parties intend that the covenants  contained in paragraph 2.01 shall be
     construed  as separate  covenants,  one for each  subdivision  to which the
     covenant  applies.  Except  for  geographic  coverage,  each such  separate
     covenant  shall be  deemed  identical  in terms to the  covenant  contained
     above. In the event a court of competent  jurisdiction  determines that the
     provisions  of this  covenant  not to compete are  excessively  broad as to
     duration,  geographic  scope or activity,  it is expressly agreed that this
     covenant not to compete shall be construed so that the remaining provisions
     shall not be affected,  but shall remain in full force and effect,  and any
     such over broad provisions  shall be deemed,  without further action on the
     part of any person, to be modified, amended and/or limited, but only to the
     extent  necessary  to  render  the  same  valid  and  enforceable  in  such
     jurisdiction.

3.00 OBLIGATIONS TO NOT DISCLOSE

3.01 Kabaker covenants and agrees with the Corporation that:
     (a)  the business connections,  customers,  Client Files, marketing,  sales
          techniques,  financial statements, employee lists or names, procedures
          and  operations,  and  other  intangible  assets  and  aspects  of the
          Business have been  established  and maintained by the  Corporation at
          great expense and are protected as confidential  information and trade
          secrets,  and are of great value to the Corporation (the "Confidential
          Information"); and
     (b)  the Corporation would suffer great loss and injury if the Confidential
          Information  were disclosed or used in any way to the detriment of the
          Corporation.
     Therefore,  Kabaker shall not, directly or indirectly,  use or disclose, or
     cause or allow to be used or disclosed, to the Corporation's detriment, any
     Confidential  Information,   secret,  or  proprietary  information  of  the
     Corporation.  The foregoing  limitation shall not apply to any Confidential
     Information or proprietary information which has been voluntarily disclosed
     to the public by the Corporation,  independently developed and disclosed by
     others,  or otherwise enters the public domain through lawful means, not in
     violation of the provisions of this subsection. In addition, Kabaker hereby
     covenants and agrees with the Corporation that, upon Kabaker termination of
     employment with the


<PAGE>

                                       3



     Corporation  for any reason  whatsoever,  or upon demand by the Corporation
     for the same,  Kabaker  shall  forthwith  return  any and all  Confidential
     Information in his possession to the Corporation.

3.02 The  obligations  contained in paragraph 3.01 shall survive the termination
     of any discussions,  negotiations or contractual  relations between Kabaker
     and the Corporation.

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

4.00 MISCELLANEOUS

4.01 If  any  covenant  or  provision   herein  is  determined  to  be  void  or
     unenforceable  in whole or in part,  it shall  not be  deemed  to affect or
     impair the enforceability or validity of any other covenant or provision of
     this Agreement or any part thereof.

4.02 The Parties to this Agreement  agree that a breach by Kabaker of any of the
     covenants  herein  contained would result in damages to the Corporation for
     which the Corporation could not adequately compensated by a monetary award.
     Accordingly,  Kabaker  agrees  that in the  event  of any such  breach,  in
     addition to, and not in  substitution  of, all other remedies  available to
     the Corporation at law or in equity, the Corporation shall be entitled as a
     matter  of right to apply  to a Court of  competent  jurisdiction  for such
     relief by way of restraining order, injunction, decree or otherwise, as may
     be appropriate to ensure  compliance  with the provisions of this Agreement
     and Kabaker shall be liable to the Corporation for all losses, costs, legal
     fees,  damages and expenses  whatsoever  which the Corporation may sustain,
     pay or incur as result of or in  connection  with Kabaker  failure to keep,
     observe or perform,  from and after the dates  hereof,  the covenants to be
     kept, observed and performed by Kabaker under this Agreement.

4.03 The Parties agree that all restrictions in this Agreement are necessary and
     are  fundamental to the protection of the Business of the  Corporation  and
     are reasonable and valid and all defences to the strict enforcement thereof
     by the Corporation are hereby waived by Kabaker.

4.04 This  Agreement  shall enure to the  benefit and shall be binding  upon the
     parties  hereto  together  with  any  of  their  respective   shareholders,
     directors, officers, managers, employees,  successors and assigns and where
     applicable, their respective heirs, executors and administrators.

4.05 Kabaker shall not assign, or otherwise transfer, his rights or delegate his
     duties or  obligations  under  this  Agreement  without  the prior  written
     consent of the Corporation. This Agreement shall be fully assignable by the
     Corporation.

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


<PAGE>

                                       4



4.07 This  Agreement  constitutes  the  entire  agreement  between  the  parties
     pertaining  to the subject  matter  hereof,  and  supersedes  all prior and
     contemporaneous agreements,  understandings,  negotiations, and discussions
     of the parties,  whether oral or written,  pertaining to the subject matter
     hereof.

4.08 No amendment or variation of the terms, conditions,  warranties, covenants,
     agreements  and  undertakings  set  forth  herein  shall be of any force or
     effect  unless the same shall be reduced to writing  duly  executed  by all
     Parties  hereto  in the same  manner  and with the same  formality  as this
     Agreement is executed.

4.09 Each Party to this Agreement  shall be  responsible  for the payment of all
     costs, expenses, legal fees and disbursements incurred or to be incurred by
     it in negotiation  and preparing this Agreement and all documents  required
     to be delivered pursuant to this Agreement and in otherwise  performing the
     transactions  contemplated  by  this  Agreement,  unless  otherwise  stated
     herein.

4.10 No provision of this Agreement shall be deemed to be waived unless a waiver
     is in writing.  Any waiver of any default  committed  by any of the Parties
     hereto in the observance or performance of any part of this Agreement shall
     not extend to or be taken in any manner to effect any other default.

4.11 This Agreement may be signed or executed in separate  counterparts  and the
     signing or  execution  of a  counterpart  shall have the same effect as the
     signing or executing of an original.

4.12 Each Party shall, at the request of any Party, from time to time and at all
     times hereafter,  execute and deliver all deed, documents in writing and do
     all acts and  things  as may be  required  to carry  out the true  intended
     meaning of this Agreement.

4.13 All  communications or notices given pursuant to this Agreement shall be in
     writing  and shall be deemed to have been given at the  earlier of the date
     when actually delivered to a party by personal delivery, commercial courier
     or telephone facsimile  transmission  accompanied by a telephonic facsimile
     receipt  followed by a hard copy by United  States mail or two (2) business
     days  after  being  deposited  in the  United  States  mail,  certified  or
     registered mail, postage prepaid,  return receipt requested,  and addressed
     as  follows,  unless and until any of such  parties  notifies  the other in
     accordance with this subsection of a change of address:
     If to Kabaker:                              25 Wali Trail
                                                 Novato, California, 94947
     If to Addison York Insurance Brokers LTD:   10333 Southport Rd. SW,
                                                 Suite 355
                                                 Calgary, Alberta, T2W 3X6
                                                 Attn: President

4.14 The headings  herein  contained are for reference only and shall not affect
     the meaning or interpretation of any provision of this Agreement.


<PAGE>

                                       5



4.15 Kabaker  acknowledges  that he has read this Agreement and  understands the
     term and conditions hereof.


IN WITNESS  WHEREOF THE PARTIES HERETO have caused these presents to be executed
as of the date first above mentioned.

ADDISON YORK INSURANCE BROKERS LTD.


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


/s/ Melvin I. Gilbert                       /s/ Theolyn Kabaker
--------------------------                  --------------------------
Witness                                     THEOLYN KABAKER

Melvin I. Gilbert
--------------------------
[print name of witness]




<PAGE>



State of California
County of San Francisco


On October 17, 2003 before me, the  undersigned,  a Notary Public in and for the
said State,  personally  appeared  Theolyn Kabaker (proved to me on the basis of
satisfactory  evidence) to be the person whose name is  subscribed to the within
instrument and  acknowledged  to me that she executed the same in her authorized
capacity,  and that by her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.


Signature  /s/ Michael David Glenn
           --------------------------
Name        Michael David Glenn
           --------------------------
             (typed or printed)

                                           [NOTARIAL SEAL
                                                MICHAEL DAVID GLENN
                                                Commission #1263248
                                                Notary Public - California
                                                San Francisco County
                                                My Comm. Expires May 11, 2004]




<PAGE>

                                  SCHEDULE "G"

                              EMPLOYMENT AGREEMENTS



1.  JWK
2.  TK




<PAGE>




                              EMPLOYMENT AGREEMENT

THIS AGREEMENT MADE effective this 1st day of October, 2003.

BETWEEN:

                       ADDISON YORK INSURANCE BROKERS LTD.
                    a body corporate duly incorporated under
                the laws of the State of Delaware and carrying on
                    business in the United States of America
                   (hereinafter referred to as the "Employer")

                                     - and -

                                 JOHN W. KABAKER
                  an individual, resident in the City of Novato
                           in the State of California
                       (hereinafter called the "Employee")

WHEREAS  Employer is in the business of providing  financial  services usual and
customary to insurance, risk management,  employee benefits, life and securities
and  desires to engage the  services of Employee to manage and direct all United
States operations; and

WHEREAS  Employer  desires to retain the  services of Employee  and  Employee is
willing  to accept  employment  by  Employer,  on the terms and  subject  to the
conditions set forth in this Agreement, and

WHEREAS Employer, DKWS Enterprises, Inc., Theolyn. Kabaker, the Employee and the
Kabaker  Family Trust of July 1998 ("KFT") have made,  executed and  delivered a
certain Asset Purchase Agreement dated as of October 1, 2003 (the "APA"); and

WHEREAS  pursuant to the terms of the APA,  the  Employer  provided a Promissory
Note  and a Final  Note (as more  particularly  described  in the APA and as set
forth in  Schedules  "O" and "Q" of the APA) and a  Security  Agreement  (as set
forth  in  Schedule  "U" of the APA) to KFT  (all of the  foregoing  hereinafter
collectively referred to as the "Debt Agreements");

NOW,  THEREFORE,  in consideration  of the premises and the covenants  contained
herein, the parties hereto hereby agree as follows:

1.00 DEFINITIONS

1.01 In this Agreement and in any amendment  hereto,  the following  terms shall
     have the following meanings:

     a)   "Clients" mean any and all past,  present or prospective  customers of
          the Employer;
     b)   "Commencement Date" means the 1st day of October, 2003;


<PAGE>

     c)   "Owned  Commission  Revenue"  means the  commission  revenue  actually
          received by the Employer  from  insurance  companies in respect of the
          sales of general  insurance  policies  by the  business,  but does not
          include any:
          i)   Contingency Revenues in excess of $50,000.00;
          ii)  revenues  derived by the Employer  from those persons or agencies
               set forth on Schedule "A" attached hereto or any revenues derived
               by the Employer from similar joint venture or revenue  processing
               agreements  which the  Employer  may enter into either  before or
               after the Commencement Date;
          iii) life insurance revenues;
          iv)  interest income; or
          v)   finance charges;
     d)   "Contingency   Revenue"  means  those  commissions  generated  by  the
          business and paid to the Employer by  insurance  companies  based upon
          the volume,  growth and or profitability of insurance  business placed
          with such insurance companies by the Employer and from the business;
     e)   "EBITDA"  means  earnings  before  income  taxes,   depreciation   and
          amortization as determined by Canadian Generally  Accepted  Accounting
          principles; and
     f)   "Vista Division" means that business and those assets purchased by the
          Employer from DKWS  Enterprises,  Inc. and the Kabaker Family Trust of
          July 1998 pursuant to an Asset Purchase  Agreement  dated October 1st,
          2003.

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

2.00 EMPLOYMENT

2.01 During the term of this  Agreement,  the Employee  agrees to be employed by
     and to serve the Employer as President.  The Employer  agrees to employ and
     retain the Employee in such capacities and the Employee  accepts and agrees
     to  such  employment,  subject  to  the  general  supervision,  advice  and
     direction of the Employers's  Chief Operating  Officer ("COO") and Board of
     Directors.  The  Employee  shall  perform  such  duties as are  customarily
     performed  by an  Employee in a similar  position  and agrees to perform on
     behalf of the Employer all such reasonable  duties as may from time to time
     be authorized and directed by the COO (the "Services").  The Employee shall
     devote his full business time to the affairs of the Employer to perform the
     duties of his position.

3.00 REMUNERATION

3.01 Subject to the terms of paragraph  3.02, as  compensation  for the Services
     provided by the Employee  under this  Agreement,  the Employer will pay the
     Employee a salary of three hundred fifty  thousand  dollars  ($350,000) per
     year (the "Base Salary),  payable in bi-



                                       2

<PAGE>

     monthly  installments  of $14,583.00 each on the 15th and last days of each
     month during the Term hereof. Upon termination of this Agreement,  payments
     under this  paragraph  shall cease,  provided,  however,  that the Employee
     shall be entitled to payments for periods or partial  periods that occurred
     prior to the date of  termination  and for which the  Employee  has not yet
     been paid.

3.02 In the event that annual Owned Commission Revenue attributable to the Vista
     Division falls below $3,000,000 per annum during the Term hereof,  then the
     amount of the Base  Salary  shall be  reduced  for the next 12 months by an
     amount  equal  to $1.00  of Base  Salary  for  each  $8.55  that the  Owned
     Commission   Revenue   attributable  to  the  Vista  Division  falls  below
     $3,000,000 (the "Base Salary Adjustment").  For greater clarification,  the
     Base  Salary  Adjustment  cannot  have the  effect of  increasing  the Base
     Salary,  the Base Salary Adjustment can only lower the Base Salary,  and in
     no case will the Base Salary be greater than $350,000.

3.03 If, at the  fiscal  year end of the  Employer  (March  31)  during the Term
     hereof,  commencing with the Commencement  Date, the Employer's EBITDA from
     the Vista Division has increased in excess of THIRTY (30%) PERCENT over the
     previous  fiscal period,  then the Employee shall receive from the Employer
     and the Employer  shall pay to the Employee a bonus of FIFTY (50%)  percent
     of that portion of the EBITDA  which is in excess of THIRTY  (30%)  PERCENT
     (the "EBITDA Bonus").  The EBITDA Bonus, if any, shall be determined by the
     Employer  and be paid to the Employee on or before 120 days from the fiscal
     year end of the Employer.  When determining the EBITDA of the Employer from
     the Vista  Division,  the  Employer  shall take into account only the Owned
     Commission  Revenue of the Vista  Division  plus all  Contingency  Revenues
     received   as  a  result  of  the   operations   of  the   Vista   Division
     (notwithstanding   the  exclusion  of  or  any  restrictions   placed  upon
     Contingency Revenues in the definition of Owned Commission Revenues).

3.04 If, at the  fiscal  year end of the  Employer  (March  31)  during the Term
     hereof, the Employer's EBITDA from its business,  excluding the EBITDA from
     the Vista  Division,  has  increased in excess of THIRTY (30%) PERCENT over
     the  previous  fiscal  period,  then the  Employee  shall  receive from the
     Employer and the Employer  shall pay to the Employee a bonus of FIFTY (50%)
     percent of that  portion of the EBITDA  which is in excess of THIRTY  (30%)
     PERCENT (the "CORPORATE EBITDA Bonus"). The CORPORATE EBITDA Bonus, if any,
     shall be  determined  by the  Employer  and be paid to the  Employee  on or
     before 120 days from the fiscal year end of the Employer.  When determining
     the EBITDA of the Employer from its business,  the Employer shall take into
     account only the Owned  Commission  Revenue of the Employer minus the Owned
     Commission  Revenue from the Vista Division plus all  Contingency  Revenues
     received as a result of the operations of the Employer (notwithstanding the
     exclusion  of or  restrictions  placed  upon  Contingency  Revenues  in the
     definition of Owned  Commission  Revenues) minus any  Contingency  Revenues
     from the Vista Division.

3.05 The  remuneration  provided  in  Section  3.00  herein  shall be subject to
     payroll  deductions  for  income  tax and for  any and all  other  employee
     deductions or remittances  required by



                                       3
<PAGE>

     law and  imposed  upon the  Employer  to collect  and remit to any level of
     government or regulatory authority.

3.06 Employer shall reimburse Employee for such "out-of-pocket"  expenses as the
     Board of Directors determines,  in its sole discretion,  to be necessary to
     the performance of his duties to the Employer.

3.07 Employee  shall be entitled to medical and dental  insurance  coverage  and
     such additional benefits as Employer provides to its Employees,  and on the
     terms provided to its employees.

3.08 The Employer  shall,  during the Term hereof and when presented with proper
     third party invoices therefor,  contribute up to $10,000.00 per annum to be
     applied towards the premiums of a Long Term Disability insurance policy for
     the benefit of the Employee,  with such total Long Term Disability coverage
     not to exceed the sum of $1,750,000.00 under the policy.

3.09 The Employer  shall,  during the Term hereof and when presented with proper
     third party invoices therefor,  contribute up to $10,000.00 per annum to be
     applied towards the premiums of a Life Insurance  policy for the benefit of
     the Employee, with such total Life Insurance coverage not to exceed the sum
     of $1,750,000.00 under the policy.

4.00 TERM

4.01 This Agreement is deemed to have commenced on the Commencement Date. Unless
     otherwise terminated in accordance with the terms hereof, this Agreement is
     a contract for employment  for a period of five (5) years  beginning on the
     Commencement  Date and ending on September 30, 2008 (the "Term").  Employer
     agrees to continue the Employee's  employment,  and the Employee  agrees to
     remain employed by Employer, from the Commencement Date until the date when
     the  Employee's  employment  terminates  pursuant to the provisions of this
     Agreement.

5.00 DUTIES AND OBLIGATIONS OF THE EMPLOYEE

5.01 The  Employee  shall  well and  faithfully  serve the  Employer  during the
     continuance of his employment and he shall devote  substantially  his whole
     time and  attention to these  duties and the  provision of the Services and
     shall not directly or indirectly engage in or be concerned in or interested
     in any other business of any kind which may interfere, restrict or conflict
     with his duties hereunder or the provision by him of the Services.

5.02 The  Employee  shall use his best efforts to market,  service,  promote and
     sell the products and services of the Employer.

5.03 The Employee shall take all reasonable steps to promote the Employer's good
     name and goodwill and shall not, under any circumstances, take any steps or
     allow  through  inaction,  the  Employer's  good  name to be  brought  into
     disrepute.



                                       4
<PAGE>

5.04 The Employee shall  continue to be bound by all of the Employer's  policies
     in effect to date, or as amended from time to time with  reasonable  notice
     to the Employee.

5.05 Subject  to  the  terms  and  conditions  of  this  Agreement,   all  fees,
     compensation,  money and other  things of value  received  or realized as a
     result  of  the  Employee's  rendering  of the  Services,  be  they  sales,
     supervisory,  managerial  or  otherwise,  and all income  generated  by the
     Employee  shall  belong  to the  Employer,  whether  paid  directly  to the
     Employee or to the Employer,  if such income stems from the Business of the
     Employer.

5.06 Employee  shall be based at the principal  offices of Employer,  located in
     Novato, California.

5.07 The  Employee  shall hold and  maintain in good  standing  any and all such
     qualifications,  professional designations,  licenses and permits as may be
     required,  necessary or desirable  for the provision of the Services to the
     Employer and its Clients.

6.00 DUTIES AND OBLIGATIONS OF THE EMPLOYER

6.01 The Employer shall  remunerate the Employee in accordance with the terms of
     Article 3.00 hereof.

6.02 Subject to the terms and conditions  governing the Employer,  and all other
     applicable  laws,  regulations and rules of court,  the Employer shall have
     the power to:
     a)   assign Clients to the Employee;
     b)   review all work and Services performed by the Employee;
     c)   modify or cancel such work;
     d)   require the Employee to revise such work;
     e)   determine the time and manner of performance of all work; and
     f)   determine  the  standards  of  performance  and,  within  reason,  the
          necessary hours of work.

7.00 VACATION, HOLIDAYS AND SICK LEAVE

7.01 Employee  shall  accrue  vacation on a monthly  basis (at the rate of 1.667
     days per month).  Employee shall thereby be entitled to twenty (20) days of
     paid vacation for each year of employment. Employee is ineligible to accrue
     vacation  benefits while Employee is absent without pay including,  but not
     limited to,  unpaid  leaves of absence.  The purpose of paid vacation is to
     provide time for recreation and relaxation.  Employer encourages all of its
     employees  to take accrued  vacation  each year.  Accordingly,  the maximum
     vacation  time  Employee will be permitted to accrue is twenty (20) days in
     addition  to  all  normal  scheduled  holidays  as  are  accustomed  in the
     insurance and financial services industry.  Once this cap on the accrual of
     vacation  has been  reached,  no  additional  vacation  will  accrue  until
     Employee  has reduced the balance of his unused  vacation  time  accrued to
     less  than  twenty  (20)  days.  Thereafter,  vacation  will  accrue  on  a
     prospective  basis as



                                       5

<PAGE>

     long as Employee's total accrual remains under the cap.  Employer  reserves
     the right to compensate  Employee for earned,  unused  vacation time at any
     time in its sole discretion.

7.02 All  times  for  holidays  shall  be  agreed  to by  both  parties,  acting
     reasonably and in a business and professional like manner.

7.03 Employee  shall be entitled to holidays  with pay during each calendar year
     consistent with the holiday schedule applicable to management  Employees of
     Employer generally.

7.04 Employee shall accrue  sick/personal  business leave on a monthly basis (at
     the rate of 1.667 days per month).  Employee  shall  thereby be entitled to
     twenty  20) days of paid  sick/personal  business  leave  for each  year of
     employment,  after the first three (3) months of employment. Sick leave may
     not be  accumulated  from  year to year and  Employee  will not be paid for
     accrued   but  unused   sick/personal   business   leave  upon   employment
     termination.  If  Employee is unable to work for more than twenty (20) days
     because of sickness or total  disability,  Employee's  unused vacation time
     may be applied to such  absence.  All  requests  for sick days and personal
     days off shall be made by Employee in accordance with Employer  policies in
     effect from time to time.

8.00 EMPLOYMENT RELATIONSHIP

8.01 The Employee agrees that he is an employee of the Employer and shall not be
     deemed to be an independent contractor at any time.

8.02 There shall be no agency established in any form or manner.

8.03 The  Employer is to have  control of the manner,  method and details of the
     performance of the Services  provided by the Employee at all material times
     and, the Employee shall comply with all reasonable requests of the Employer
     with respect to the Services,  the location of performance of the Services,
     and method of performance of the Services.

8.04 The  Employee  shall  not,  without  the  express  written  consent  of the
     Employer,  take any action that would bind the  Employer  to any  agreement
     outside the normal  day-to-day  operations of the Employer or any agreement
     in excess of $5,000.00.

8.05 The Employee,  at all times, and for the purposes of this Agreement,  shall
     personally fulfil the performance of the Services,  and shall not permit or
     allow any other  person to fulfil such  Services  at any time,  without the
     express consent of the Employer.

8.06 Any and all Clients found,  solicited or discovered by the Employee and all
     information  received by the Employee  while  providing the Services to the
     Employer  as set out in this  Agreement  shall  remain the  property of the
     Employer.

8.07 The  Employee  shall,  upon the  request of the  Employer  and at any time,
     execute  any  form of  confidentiality  agreement  then  being  used by the
     Employer.



<PAGE>

8.08 Employee  agrees  to  comply  with  all of the  rules  and  regulations  of
     Employer.

8.09 Nothing  contained  herein  shall  be  construed  to give the  Employee  an
     interest in the tangible or intangible assets of the Employer.

9.00 TERMINATION

9.01 In this  Section  9.00,  the  following  terms  shall  have  the  following
     meanings:
     i)   "Termination  Other Than For  Cause"  shall  mean  termination  of the
          Employee's employment by the Employer other than in a termination made
          in accordance with the terms of paragraphs 9.02, 9.03 or 9.04;
     ii)  "Voluntary  Termination"  shall mean termination by action of Employee
          of Employee's employment by Employer; and
     iii) A "Demotion"  shall mean (i) any reduction of Employee's  then current
          Base Salary other than in accordance with the terms of this Agreement;
          (ii) any material  reduction in the package of benefits and incentives
          provided to Employee or any action by Employer which would  materially
          and adversely affect  Employee's  participation  or reduce  Employee's
          benefits under any such plans, except to the extent that such benefits
          and  incentives  of all  other  officers  of  Employer  are  similarly
          reduced;   (iii)  any  material   diminution  of  Employee's   duties,
          responsibilities,  or authority; or (iv) any requirement that Employee
          relocate to a work site that would increase Employee's one-way commute
          distance  to more than  fifty (50)  miles  from  Employee's  principal
          residence.  Notwithstanding  the  foregoing,  any  downsizing  of  the
          operations by the Employer or any  reduction in personnel  (except the
          Employee) in the Vista Division or otherwise shall not be deemed to be
          a Demotion.

9.02 The Employer and the Employee agree that the Employer shall and hereby does
     reserve the right to immediately  terminate of the Employee for just cause.
     Just cause being at the sole discretion of the Employer, acting reasonably,
     and,  includes,  without  restricting the generality of the foregoing,  the
     Employee:
     a)   being  responsible  for  persistent  willful  breaches of the material
          terms of this Agreement;
     b)   performing the Services in an unsatisfactory or unprofessional manner;
     c)   conducting  himself in such a manner that the retention of a Client is
          jeopardized,  a Client,  is lost,  or the  goodwill of the Employer is
          harmed in any way whatsoever;
     d)   being  convicted of a felony  involving  moral  turpitude,  persistent
          dishonesty or fraud,
     e)   failing or refusing  to comply with the  policies  and  standards  and
          regulations from time to time established by the Employer;
     f)   committing  fraud,  being dishonest or committing  other misconduct in
          the performance of services rendered on behalf of the Employer;
     g)   habitually  neglecting  the  performance  of the  duties  which  he is
          required to


<PAGE>


          perform hereunder; or
     h)   having a deficiency in any trust account of the Employer for which the
          Employee is directly responsible for.

9.03 This Agreement shall immediately terminate upon:
     a)   death of the Employee;
     b)   the Employee becoming insolvent or being adjudged bankrupt;
     c)   the failure of Employee to become  bonded or continue to remain bonded
          during the term of this Agreement;
     d)   the  Employee  being  elected to hold office or  accepting  employment
          which by operation of law places  restrictions or limitations upon his
          continued performance of the Services; or
     e)   the Employee becoming, without having obtained the Employer's consent,
          a  shareholder,  an  officer,  director,  agent or employee of another
          Employer in a related business to that of the Employer;
     f)   the failure of Employee to hold and maintain in good  standing any and
          all licences,  permits,  professional  designations or  qualifications
          necessary or required by the Employee in order to provide the Services
          hereunder;
     g)   the  Employee  becoming  permanently  disabled  and no longer  able to
          perform  the  essential  functions  of his  position  with  reasonable
          accommodation  by Employer.  It being  acknowledged  that the Employer
          shall not be required to provide any accommodation  that would produce
          an undue hardship on the operation of the Employer's business; or
     h)   the end of the Term hereof.

9.04 This  Agreement  shall  immediately  terminate:  (i) if there  should  be a
     default by the Employer  pursuant to the terms of the Debt Agreements;  and
     (ii) KFT exercises its rights under the Debt Agreements.

9.05 If this Agreement is terminated in accordance with paragraphs 9.02, 9.03 or
     9.04,  then the  Employee  shall be paid any  accrued  salary,  any  vested
     deferred  compensation  (other than  pension  plan or profit  sharing  plan
     benefits which will be paid in accordance  with the applicable  plan),  any
     benefits  under any plan of Employer in which  Employee is a participant to
     the full extent of Employee's rights under such plans, any accrued vacation
     pay  and  any  appropriate   business  expenses  incurred  by  Employee  in
     connection with his duties hereunder,  all to the date of termination,  but
     Employee shall not be paid any other  compensation or  reimbursement of any
     kind, including without limitation, severance compensation.

9.06 Notwithstanding  anything  else in this  Agreement,  Employer  may effect a
     Termination  Other Than For Cause at any time upon  giving  sixty (60) days
     written notice to Employee of such termination.  Upon any Termination Other
     Than For  Cause,  Employee  shall be paid any  accrued  salary,  any  bonus
     compensation to the extent earned,  any deferred  compensation  (other than
     pension  plan  or  profit  sharing  plan  benefits  which  will  be paid in
     accordance  with the  applicable  plan),  any  benefits  under any plans of
     Employer  in


<PAGE>

     which  Employee is a participant  to the full extent of  Employee's  rights
     under such plans,  any  accrued  vacation  pay,  any  appropriate  business
     expenses incurred by Employee in connection with his duties hereunder,  all
     to the date of  termination,  and any  severance  compensation  provided in
     paragraph 9.08, but no other compensation or reimbursement of any kind.

9.07 Employee may effect a Voluntary  Termination  at any time upon giving sixty
     (60) days  notice to  Employer.  In the event of a  Voluntary  Termination,
     Employer shall pay any accrued salary, any bonus compensation to the extent
     earned, any vested deferred compensation (other than pension plan or profit
     sharing plan benefits which will be paid in accordance  with the applicable
     plan),  any  benefits  under any plans of Employer  in which  Employee is a
     participant to the full extent of Employee's  rights under such plans,  any
     accrued  vacation pay and any  appropriate  business  expenses  incurred by
     Employee  in  connection  with  his  duties  hereunder,  all to the date of
     termination,  but no  other  compensation  or  reimbursement  of any  kind,
     including without limitation, severance compensation.

9.08 In the  event  of (i)  the  termination  of the  Employee's  employment  by
     Employer other than a termination  made in accordance with paragraphs 9.02,
     9.03 or 9.04; or (ii) a Demotion,  then in each such case Employee shall be
     paid as  severance  compensation  an amount  equal to the total Base Salary
     that  would  be  required  to be  paid to the  Employee  from  the  date of
     termination  through the end of the Term hereof,  absent any termination of
     Employee's  employment,  based on  Employee's  then-applicable  annual Base
     Salary,  in addition to and not in lieu of commissions or other benefits to
     which Employee may be entitled.

9.09 Upon  termination  of this  Agreement,  Employee shall deliver all property
     (including keys,  records,  notes,  lists,  data,  memoranda,  models,  and
     equipment) that is in Employee's possession or under the Employee's control
     that  is   Employer's   property   or  related  to   Employer's   business,
     notwithstanding various personal articles or items that consist of art work
     on loan to the Employer.

10.00 INDEMNITY

10.01 Employer hereby agrees to hold harmless and indemnify Employee to the full
     extent  authorized or permitted by law, as such may be amended from time to
     time, and by the Bylaws of Employer,  as such may be amended.  In the event
     that  Employer  chooses to  purchase  and  maintain a policy or policies of
     directors' and officers'  liability  insurance,  to cover liabilities which
     may be incurred by its officers or directors  in the  performance  of their
     obligations  to  Employer,  Employer  shall  include  Employee  within such
     policy.

11.00 MISCELLANEOUS

11.01 This Agreement contains the entire  agreement of the parties and there are
     no other  promises or  conditions  in any other  agreement  whether oral or
     written.  This Agreement



<PAGE>

     supersedes any prior written or oral agreements  between the parties.  This
     Agreement  may be  modified or amended,  only if the  amendment  is made in
     writing and is signed by both parties.  This agreement cannot be altered in
     any  way  by  any  oral  statement(s)  made  to  Employee.  It  is  further
     understood,  however, that Employer's policies, procedures and rules may be
     amended or changed at any time by Employer.

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

11.03 No provision  of this  agreement  shall be deemed  to be  waived  unless a
     waiver is in  writing.  Any waiver of any default  committed  by any of the
     parties  hereto  in the  observance  or  performance  of any  part  of this
     agreement shall not extend to or be taken in any manner to effect any other
     default.

11.04 The parties hereto, and each of them, covenant and agree that each of them
     shall and will,  upon  reasonable  request of the other  party,  make,  do,
     execute or cause to be made,  done or executed,  all such further and other
     lawful acts,  deeds,  things,  devices and  assurances  whatsoever  for the
     better or more perfect and absolute performance of the terms and conditions
     of this agreement.

11.05 In this  agreement words  importing the singular  shall include the plural
     and words importing the masculine shall include the feminine or neuter,  or
     vice versa, as the context, or the number of or gender of the parties, from
     time  to  time  so  requires.   Words   importing   persons  shall  include
     corporations, companies, partnerships, syndicates, trusts and any number or
     aggregate of persons.

11.06 The headings of the clauses contained in this agreement have been inserted
     for  convenience of reference only and shall not affect the  interpretation
     of this agreement.

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

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

11.09 All notices,   requests,   demands,  elections  and  other  communications
     hereunder  shall be in writing  and shall be deemed to have been duly given
     only if delivered:

         TO:               THE EMPLOYER
                           355, 10333 Southport Road, SW
                           Calgary, Alberta, T2W 3X6
                           Attn: Primo Podorieszach
         TO:               THE EMPLOYEE


<PAGE>

                           25 Wali Trail
                           Novato, California, 94947

     Either  party may change its  address  for the notice by a notice  given as
     herein provided. A notice which is mailed will be considered as having been
     given at such time as it would in the  ordinary  course of mail be received
     by the party to which it is directed.

11.10 This agreement may be executed in any number of counterparts by any one or
     more of the parties.  Each  executed  counterpart  shall be deemed to be an
     original and such  counterpart  shall together  constitute one and the same
     agreement.


IN WITNESS  WHEREOF the parties  hereto have hereunto  affixed their  respective
signatures  and this  agreement  is  delivered  all as of the date  first  above
written.

ADDISON YORK INSURANCE BROKERS LTD.



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


/s/ [illegible]                             /s/ John W. Kabaker
----------------------------------          -----------------------------
Witness                                     JOHN W. KABAKER



<PAGE>


SCHEDULE "A"


The firms or individuals  that represent  Joint Venture  business are as follows
(including year to date revenues as of September 30, 2003):



1.   Wade Hansen, Novato, California;
2.   Sullivan Company, Greenville, South Carolina;
3.   Philip Lehman Company, New Jersey & New York;
4.   Malone & McCulley, Torrance, CA; and
5.   Boyer Insurance Services, West Los Angeles, CA.




<PAGE>



                              EMPLOYMENT AGREEMENT

THIS AGREEMENT MADE effective this 1st day of October, 2003.

BETWEEN:

                       ADDISON YORK INSURANCE BROKERS LTD.
                    a body corporate duly incorporated under
                the laws of the State of Delaware and carrying on
                    business in the United States of America
                   (hereinafter referred to as the "Employer")

                                     - and -

                                 THEOLYN KABAKER
                  an individual, resident in the City of Novato
                           in the State of California
                       (hereinafter called the "Employee")


WHEREAS  Employer is in the business of providing  financial  services usual and
customary to insurance, risk management,  employee benefits, life and securities
and desires to engage the services of Employee to administer the Employers Vista
Division; and

WHEREAS  Employer  desires to retain the  services of Employee  and  Employee is
willing  to accept  employment  by  Employer,  on the terms and  subject  to the
conditions set forth in this Agreement, and

WHEREAS Employer, DKWS Enterprises,  Inc., John W. Kabaker, the Employee and the
Kabaker  Family Trust of July 1998 ("KFT") have made,  executed and  delivered a
certain Asset Purchase Agreement dated as of October 1, 2003 (the "APA"); and

WHEREAS  pursuant to the terms of the APA,  the  Employer  provided a Promissory
Note  and a Final  Note (as more  particularly  described  in the APA and as set
forth in  Schedules  "O" and "Q" of the APA) and a  Security  Agreement  (as set
forth  in  Schedule  "U" of the APA) to KFT  (all of the  foregoing  hereinafter
collectively referred to as the "Debt Agreements");

NOW,  THEREFORE,  in consideration  of the premises and the covenants  contained
herein, the parties hereto hereby agree as follows:

1.00 DEFINITIONS

1.01 In this Agreement and in any amendment  hereto,  the following  terms shall
     have the following meanings:
     a)   "Clients" mean any and all past,  present or prospective  customers of
          the Employer;
     b)   "Commencement Date" means the 1st day of October, 2003;



                                        1
<PAGE>

     c)   "Owned  Commission  Revenue"  means the  commission  revenue  actually
          received by the Employer  from  insurance  companies in respect of the
          sales of general  insurance  policies by the Vista Division,  but does
          not include any:
          i)   Contingency Revenues in excess of $50,000.00;
          ii)  revenues  derived by the Employer  from those persons or agencies
               set forth on Schedule "A" attached hereto or any revenues derived
               by the Employer from similar joint venture or revenue  processing
               agreements  which the  Employer  may enter into either  before or
               after the Commencement Date;
          iii) life  insurance  revenues;  iv)  interest  income;  or v) finance
               charges;
     d)   "Contingency  Revenue" means those commissions  generated by the Vista
          Division and paid to the Employer by  insurance  companies  based upon
          the volume,  growth and or profitability of insurance  business placed
          with  such  insurance  companies  by the  Employer  and from the Vista
          Division; and
     e)   "Vista Division" means that business and those assets purchased by the
          Employer from DKWS  Enterprises,  Inc. and the Kabaker Family Trust of
          July 1998 pursuant to an Asset Purchase  Agreement  dated October 1st,
          2003.

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

2.00 EMPLOYMENT

2.01 During the term of this  Agreement,  the Employee  agrees to be employed by
     and  to  serve  the  Employer  as the  Chief  Office  Administrator  of the
     Employer's  Vista  Division.  The Employer  agrees to employ and retain the
     Employee in such  capacities  and the  Employee  accepts and agrees to such
     employment, subject to the general supervision, advice and direction of the
     Employers's  President and Board of Directors.  The Employee  shall perform
     such  duties  as are  customarily  performed  by an  Employee  in a similar
     position  and  agrees  to  perform  on  behalf  of the  Employer  all  such
     reasonable  duties as may from time to time be  authorized  and directed by
     the President (the "Services"). The Employee shall devote her full business
     time to the affairs of the Employer to perform the duties of his position.

3.00 REMUNERATION

3.01 Subject to the terms of paragraph  3.02, as  compensation  for the Services
     provided by the Employee  under this  Agreement,  the Employer will pay the
     Employee  a salary of  $85,000  per year (the  "Base  Salary),  payable  in
     bi-monthly installments of $3,541.66 each on the 15th and last days of each
     month during the Term hereof. Upon termination of this Agreement,  payments
     under this  paragraph  shall cease,  provided,  however,  that the Employee
     shall be entitled to payments for periods or partial  periods that occurred
     prior to the date of  termination  and for which the  Employee  has not yet
     been paid.



                                       2
<PAGE>

3.02 In the event that Owned Commission Revenue falls below $3,000,000 per annum
     during the Term hereof, then the amount of the Base Salary shall be reduced
     for the next 12 months by an amount  equal to $1.00 of Base Salary for each
     $8.55 that the Owned  Commission  Revenue  falls below  $3,000,000.00  (the
     "Base  Salary  Adjustment").  For  greater  clarification,  the Base Salary
     Adjustment  cannot have the effect of increasing the Base Salary,  the Base
     Salary  Adjustment can only lower the Base Salary,  and in no case will the
     Base Salary be greater than $85,000 nor lower than $61,000.00.

3.03 The  remuneration  provided  in  Section  3.00  herein  shall be subject to
     payroll  deductions  for  income  tax and for  any and all  other  employee
     deductions or remittances  required by law and imposed upon the Employer to
     collect and remit to any level of government or regulatory authority.

3.04 Employer shall reimburse Employee for such "out-of-pocket"  expenses as the
     Board of Directors determines,  in its sole discretion,  to be necessary to
     the performance of her duties to the Employer.

3.05 Employee  shall be entitled to medical and dental  insurance  coverage  and
     such additional benefits as Employer provides to its Employees,  and on the
     terms provided to its employees.

4.00 TERM

4.01 This Agreement is deemed to have commenced on the Commencement Date. Unless
     otherwise terminated in accordance with the terms hereof, this Agreement is
     a contract for employment  for a period of five (5) years  beginning on the
     Commencement  Date and ending on September 30, 2008 (the "Term").  Employer
     agrees to continue the Employee's  employment,  and the Employee  agrees to
     remain employed by Employer, from the Commencement Date until the date when
     the  Employee's  employment  terminates  pursuant to the provisions of this
     Agreement.

5.00 DUTIES AND OBLIGATIONS OF THE EMPLOYEE

5.01 The  Employee  shall  well and  faithfully  serve the  Employer  during the
     continuance of her employment and she shall devote  substantially her whole
     time and  attention to these  duties and the  provision of the Services and
     shall not directly or indirectly engage in or be concerned in or interested
     in any other business of any kind which may interfere, restrict or conflict
     with her duties hereunder or the provision by her of the Services.

5.02 The  Employee  shall use her best efforts to market,  service,  promote and
     sell the products and services of the Employer.

5.03 The Employee shall take all reasonable steps to promote the Employer's good
     name and goodwill and shall not, under any circumstances, take any steps or
     allow  through  inaction,  the  Employer's  good  name to be  brought  into
     disrepute.



                                       3
<PAGE>

5.04 The Employee shall  continue to be bound by all of the Employer's  policies
     in effect to date, or as amended from time to time with  reasonable  notice
     to the Employee.

5.05 Subject  to  the  terms  and  conditions  of  this  Agreement,   all  fees,
     compensation,  money and other  things of value  received  or realized as a
     result  of  the  Employee's  rendering  of the  Services,  be  they  sales,
     supervisory,  managerial  or  otherwise,  and all income  generated  by the
     Employee  shall  belong  to the  Employer,  whether  paid  directly  to the
     Employee or to the Employer,  if such income stems from the Business of the
     Employer.

5.06 Employee  shall be based at the principal  offices of Employer,  located in
     Novato, California.

5.07 The  Employee  shall hold and  maintain in good  standing  any and all such
     qualifications,  professional designations,  licenses and permits as may be
     required,  necessary or desirable  for the provision of the Services to the
     Employer and its Clients.

6.00 DUTIES AND OBLIGATIONS OF THE EMPLOYER

6.01 The Employer shall  remunerate the Employee in accordance with the terms of
     Article 3.00 hereof.

6.02 Subject to the terms and conditions  governing the Employer,  and all other
     applicable  laws,  regulations and rules of court,  the Employer shall have
     the power to:
     a)   assign Clients to the Employee;
     b)   review all work and Services performed by the Employee;
     c)   modify or cancel such work;
     d)   require the Employee to revise such work;
     e)   determine the time and manner of performance of all work; and
     f)   determine  the  standards  of  performance  and,  within  reason,  the
          necessary hours of work.

7.00 VACATION, HOLIDAYS AND SICK LEAVE

7.01 Employee  shall  accrue  vacation on a monthly  basis (at the rate of 1.667
     days per month).  Employee shall thereby be entitled to twenty (20) days of
     paid vacation for each year of employment. Employee is ineligible to accrue
     vacation  benefits while Employee is absent without pay including,  but not
     limited to,  unpaid  leaves of absence.  The purpose of paid vacation is to
     provide time for recreation and relaxation.  Employer encourages all of its
     employees  to take accrued  vacation  each year.  Accordingly,  the maximum
     vacation  time  Employee will be permitted to accrue is twenty (20) days in
     addition  to  all  normal  scheduled  holidays  as  are  accustomed  in the
     insurance and financial services industry.  Once this cap on the accrual of
     vacation  has been  reached,  no  additional  vacation  will  accrue  until
     Employee  has reduced the balance of her unused  vacation  time  accrued to
     less  than  twenty  (20)  days.  Thereafter,  vacation  will  accrue  on  a
     prospective  basis as long as Employee's  total  accrual  remains under the
     cap. Employer reserves the right to compensate Employee for earned,  unused
     vacation time at any time in its sole



                                       4
<PAGE>



     discretion.

7.02 All  times  for  holidays  shall  be  agreed  to by  both  parties,  acting
     reasonably and in a business and professional like manner.

7.03 Employee  shall be entitled to holidays  with pay during each calendar year
     consistent  with the holiday  schedule  applicable to Employees of Employer
     generally.

7.04 Employee shall accrue  sick/personal  business leave on a monthly basis (at
     the rate of 1.667 days per month).  Employee  shall  thereby be entitled to
     twenty  20) days of paid  sick/personal  business  leave  for each  year of
     employment,  after the first three (3) months of employment. Sick leave may
     not be  accumulated  from  year to year and  Employee  will not be paid for
     accrued   but  unused   sick/personal   business   leave  upon   employment
     termination.  If  Employee is unable to work for more than twenty (20) days
     because of sickness or total  disability,  Employee's  unused vacation time
     may be applied to such  absence.  All  requests  for sick days and personal
     days off shall be made by Employee in accordance with Employer  policies in
     effect from time to time.

8.00 EMPLOYMENT RELATIONSHIP

8.01 The  Employee  agrees that she is an employee of the Employer and shall not
     be deemed to be an independent contractor at any time.

8.02 There shall be no agency established in any form or manner.

8.03 The  Employer is to have  control of the manner,  method and details of the
     performance of the Services  provided by the Employee at all material times
     and, the Employee shall comply with all reasonable requests of the Employer
     with respect to the Services,  the location of performance of the Services,
     and method of performance of the Services.

8.04 The  Employee  shall  not,  without  the  express  written  consent  of the
     Employer, take any action that would bind the Employer to any agreement.

8.05 The Employee,  at all times, and for the purposes of this Agreement,  shall
     personally fulfil the performance of the Services,  and shall not permit or
     allow any other  person to fulfil such  Services  at any time,  without the
     express consent of the Employer.

8.06 Any and all Clients found,  solicited or discovered by the Employee and all
     information  received by the Employee  while  providing the Services to the
     Employer  as set out in this  Agreement  shall  remain the  property of the
     Employer.

8.07 The  Employee  shall,  upon the  request of the  Employer  and at any time,
     execute  any  form of  confidentiality  agreement  then  being  used by the
     Employer.

8.08 Employee  agrees  to  comply  with  all of the  rules  and  regulations  of
     Employer.



                                       5
<PAGE>

8.09 Nothing  contained  herein  shall  be  construed  to give the  Employee  an
     interest in the tangible or intangible assets of the Employer.

9.00 TERMINATION

9.01 In this  Section  9.00,  the  following  terms  shall  have  the  following
     meanings:
     a)   "Termination  Other Than For  Cause"  shall  mean  termination  of the
          Employee's employment by the Employer other than in a termination made
          in accordance with the terms of paragraphs 9.02, 9.03 or 9.04;
     b)   "Voluntary  Termination"  shall mean termination by action of Employee
          of Employee's employment by Employer; and
     c)   A "Demotion"  shall mean (i) any reduction of Employee's  then current
          Base Salary other than in accordance with the terms of this Agreement;
          (ii) any material  reduction in the package of benefits and incentives
          provided to Employee or any action by Employer which would  materially
          and adversely affect  Employee's  participation  or reduce  Employee's
          benefits under any such plans, except to the extent that such benefits
          and  incentives  of all  other  officers  of  Employer  are  similarly
          reduced;   (iii)  any  material   diminution  of  Employee's   duties,
          responsibilities,  or authority; or (iv) any requirement that Employee
          relocate to a work site that would increase Employee's one-way commute
          distance  to more than  fifty (50)  miles  from  Employee's  principal
          residence.  Notwithstanding  the  foregoing,  any  downsizing  of  the
          operations by the Employer or any  reduction in personnel  (except the
          Employee) in the Vista Division or otherwise shall not be deemed to be
          a Demotion.

9.02     The Employer and the Employee agree that the Employer shall and hereby
         does reserve the right to immediately terminate of the Employee for
         just cause. Just cause being at the sole discretion of the Employer,
         acting reasonably, and, includes, without restricting the generality of
         the foregoing, the Employee:
          a)   being responsible for persistent willful breaches of the material
               terms of this Agreement;
          b)   performing the Services in an  unsatisfactory  or  unprofessional
               manner;
          c)   conducting  herself  in such a  manner  that the  retention  of a
               Client is jeopardized,  a Client, is lost, or the goodwill of the
               Employer is harmed in any way whatsoever;
          d)   being convicted of a felony involving moral turpitude, persistent
               dishonesty or fraud,
          e)   failing or refusing to comply with the policies and standards and
               regulations from time to time established by the Employer;
          f)   committing fraud,  being dishonest or committing other misconduct
               in  the  performance  of  services  rendered  on  behalf  of  the
               Employer; or
          g)   habitually  neglecting the performance of the duties which she is
               required to perform hereunder.

     9.03 This Agreement shall immediately terminate upon:
          a)   death of the Employee;
          b)   the Employee becoming insolvent or being adjudged bankrupt;
          c)   the failure of  Employee  to become  bonded or continue to remain
               bonded during



<PAGE>

               the term of this Agreement;
          d)   the Employee being elected to hold office or accepting employment
               which by operation of law places restrictions or limitations upon
               her continued performance of the Services; or
          e)   the Employee  becoming,  without  having  obtained the Employer's
               consent, a shareholder,  an officer,  director, agent or employee
               of  another  Employer  in a  related  business  to  that  of  the
               Employer;
          f)   the failure of Employee to hold and maintain in good standing any
               and  all  licences,   permits,   professional   designations   or
               qualifications  necessary or required by the Employee in order to
               provide the Services hereunder;
          g)   the Employee becoming  permanently disabled and no longer able to
               perform the essential  functions of her position with  reasonable
               accommodation  by  Employer.   It  being  acknowledged  that  the
               Employer shall not be required to provide any accommodation  that
               would  produce  an  undue   hardship  on  the  operation  of  the
               Employer's business; or
          h)   the end of the Term hereof.

9.04 This Agreement shall immediately terminate (i) if there should be a default
     by the Employer pursuant to the terms of the Debt Agreements;  and (ii) KFT
     exercises its rights under the Debt Agreements.

9.05 If this Agreement is terminated in accordance with paragraphs 9.02, 9.03 or
     9.04,  then the  Employee  shall be paid any  accrued  salary,  any  vested
     deferred  compensation  (other than  pension  plan or profit  sharing  plan
     benefits which will be paid in accordance  with the applicable  plan),  any
     benefits  under any plan of Employer in which  Employee is a participant to
     the full extent of Employee's rights under such plans, any accrued vacation
     pay  and  any  appropriate   business  expenses  incurred  by  Employee  in
     connection with her duties hereunder,  all to the date of termination,  but
     Employee shall not be paid any other  compensation or  reimbursement of any
     kind, including without limitation, severance compensation.

9.06 Notwithstanding  anything  else in this  Agreement,  Employer  may effect a
     Termination  Other Than For Cause at any time upon  giving  sixty (60) days
     written notice to Employee of such termination.  Upon any Termination Other
     Than For  Cause,  Employee  shall be paid any  accrued  salary,  any  bonus
     compensation to the extent earned,  any deferred  compensation  (other than
     pension  plan  or  profit  sharing  plan  benefits  which  will  be paid in
     accordance  with the  applicable  plan),  any  benefits  under any plans of
     Employer  in  which  Employee  is a  participant  to  the  full  extent  of
     Employee's   rights  under  such  plans,  any  accrued  vacation  pay,  any
     appropriate  business  expenses incurred by Employee in connection with her
     duties  hereunder,  all to the  date  of  termination,  and  any  severance
     compensation  provided in  paragraph  9.08,  but no other  compensation  or
     reimbursement of any kind.

9.07 Employee may effect a Voluntary  Termination  at any time upon giving sixty
     (60) days  notice to  Employer.  In the event of a  Voluntary  Termination,
     Employer shall pay any


<PAGE>

     accrued salary,  any bonus  compensation  to the extent earned,  any vested
     deferred  compensation  (other than  pension  plan or profit  sharing  plan
     benefits which will be paid in accordance  with the applicable  plan),  any
     benefits  under any plans of Employer in which Employee is a participant to
     the full extent of Employee's rights under such plans, any accrued vacation
     pay  and  any  appropriate   business  expenses  incurred  by  Employee  in
     connection with her duties hereunder,  all to the date of termination,  but
     no other  compensation  or  reimbursement  of any kind,  including  without
     limitation, severance compensation.

9.08 In the  event  of (i)  the  termination  of the  Employee's  employment  by
     Employer other than a termination  made in accordance with paragraphs 9.02,
     9.03 or 9.04; or (ii) a Demotion,  then in each such case Employee shall be
     paid as  severance  compensation  an amount  equal to the total Base Salary
     that  would  be  required  to be  paid to the  Employee  from  the  date of
     termination  through the end of the Term hereof,  absent any termination of
     Employee's  employment,  based on  Employee's  then-applicable  annual Base
     Salary,  in addition to and not in lieu of commissions or other benefits to
     which Employee may be entitled.

9.09 Upon  termination  of this  Agreement,  Employee shall deliver all property
     (including keys,  records,  notes,  lists,  data,  memoranda,  models,  and
     equipment) that is in Employee's possession or under the Employee's control
     that is Employer's property or related to Employer's business.

10.00 INDEMNITY

10.01Employer hereby agrees to hold harmless and indemnify  Employee to the full
     extent  authorized or permitted by law, as such may be amended from time to
     time, and by the Bylaws of Employer, as such may be amended.


11.00 MISCELLANEOUS

11.01This Agreement  contains the entire  agreement of the parties and there are
     no other  promises or  conditions  in any other  agreement  whether oral or
     written.  This Agreement  supersedes  any prior written or oral  agreements
     between the parties. This Agreement may be modified or amended, only if the
     amendment is made in writing and is signed by both parties.  This agreement
     cannot be altered in any way by any oral statement(s) made to Employee.  It
     is further understood,  however,  that Employer's policies,  procedures and
     rules may be amended or changed at any time by Employer.

11.02This Agreement and the rights and  obligations  hereunder shall be governed
     by and construed in accordance with the laws of the State of California.

11.03No  provision  of this  agreement  shall be deemed  to be  waived  unless a
     waiver is in  writing.  Any waiver of any default  committed  by any of the
     parties  hereto  in the



<PAGE>

     observance or performance of any part of this agreement shall not extend to
     or be taken in any manner to effect any other default.

11.04The parties hereto, and each of them,  covenant and agree that each of them
     shall and will,  upon  reasonable  request of the other  party,  make,  do,
     execute or cause to be made,  done or executed,  all such further and other
     lawful acts,  deeds,  things,  devices and  assurances  whatsoever  for the
     better or more perfect and absolute performance of the terms and conditions
     of this agreement.

11.05In this  agreement  words  importing the singular  shall include the plural
     and words importing the masculine shall include the feminine or neuter,  or
     vice versa, as the context, or the number of or gender of the parties, from
     time  to  time  so  requires.   Words   importing   persons  shall  include
     corporations, companies, partnerships, syndicates, trusts and any number or
     aggregate of persons.

11.06The headings of the clauses  contained in this agreement have been inserted
     for  convenience of reference only and shall not affect the  interpretation
     of this agreement.

11.07If any  provision(s)  of this  Agreement  shall  be held to be  invalid  or
     unenforceable for any reason, the remaining provisions shall continue to be
     valid and  enforceable.  If a court  finds  that any  provision(s)  of this
     Agreement is invalid or unenforceable,  but that by limiting such provision
     it would become valid or  enforceable,  then such provision shall be deemed
     to be written, construed, and enforced as so limited.

11.08This  agreement  and its terms shall not be assigned by the Employee to any
     other person, firm, corporation, or entity.

11.09All  notices,   requests,   demands,  elections  and  other  communications
     hereunder  shall be in writing  and shall be deemed to have been duly given
     only if delivered:
     TO:               THE EMPLOYER
                       355, 10333 Southport Road, SW
                       Calgary, Alberta, T2W 3X6
                       Attn: Primo Podorieszach
     TO:               THE EMPLOYEE
                       25 Wali Trail
                       Novato, California, 94947
     Either  party may change its  address  for the notice by a notice  given as
     herein provided. A notice which is mailed will be considered as having been
     given at such time as it would in the  ordinary  course of mail be received
     by the party to which it is directed.

11.10This agreement may be executed in any number of  counterparts by any one or
     more of


<PAGE>

     the parties.  Each executed  counterpart  shall be deemed to be an original
     and such counterpart shall together constitute one and the same agreement.


IN WITNESS  WHEREOF the parties  hereto have hereunto  affixed their  respective
signatures  and this  agreement  is  delivered  all as of the date  first  above
written.

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


/s/ [illegible]                             /s/ Theolyn Kabaker
----------------------------------          -----------------------------
Witness                                     THEOLYN KABAKER






<PAGE>


SCHEDULE "A"


The firms or individuals that represent Joint Venture business are as follows
(including year to date revenues as of September 30, 2003):


1.   Wade Hansen, Novato, California;
2.   Sullivan Company, Greenville, South Carolina;
3.   Philip Lehman Company, New Jersey & New York;
4.   Malone & McCulley, Torrance, CA; and
5.   Boyer Insurance Services, West Los Angeles, CA.



<PAGE>

                                  SCHEDULE "H"

                             PERMITTED ENCUMBRANCES

Those UCC filings as listed below:


File Number                 File Date               Secured Party
-----------                 ---------               -------------
9907860785                  03/11/99                Liberty Leasing Company

01121C0373                  04/25/01                Wells Fargo Bank MN, NA

0026960362                  09/18/00                Discovery Office Systems

0031360790                  10/30/00                Premier Capital Group Inc.

0110860370                  04/10/01                Premier Capital Group Inc.

0226360465                  09/20/02                Premier Capital Group Inc.





<PAGE>


                                  SCHEDULE "I"

                   TAX RETURNS AND OTHER TAX MATTERS OF VENDOR







<PAGE>


                                  SCHEDULE "J"

                  VOLUME REPORTS AND SUMMARY PRODUCTION REPORTS






<PAGE>


                                  SCHEDULE "K"

                               VENDOR'S INSURANCE


1.   Business Package including (i) Commercial General Liability;  (ii) Business
     Personal  Property;  (iii) EDP; (iv) Crime;  (v) Hired and  Non-Owned  Auto
     Liability;  and Umbrella.  The total limits inclusive of Primary and Excess
     are  $6,000,000.00  (except Crime which is $500,000.00)  Coverage  includes
     Employee Benefits Liability. St. Paul Insurance provides the coverage;
2.   Statutory Workers  Compensation and Employers Liability at $1,000,000.00 in
     coverage supplied by St. Paul Insurance;
3.   Employment  Practices  Liability at $1,000,000.00  in coverage  supplied by
     Markel Insurance Company; and
4.   Professional  Liability at  $5000,000.00  in coverage  supplied by Firemans
     Fund.



<PAGE>


                                  SCHEDULE "L"

                                ESCROW AGREEMENT





                                ESCROW AGREEMENT

THIS ESCROW AGREEMENT ("Agreement") is made as of the ____ day of October, 2003.

BETWEEN:

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

                                       and

                             DKWS ENTERPRISES, INC.
                          a body corporate incorporated
                 pursuant to the laws of the State of California
                       (hereinafter referred to as "DKWS")

                                       and

                        KABAKER FAMILY TRUST OF JULY 1998
         a trust formed pursuant to the laws of the State of California,
                    (hereinafter referred to as the "Trust")

                                       and

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

WHEREAS Addison, DKWS, the Trust, John W. Kabaker and Theolyn Kabaker have made,
executed and delivered an Asset Purchase Agreement dated effective as of the 1st
day October,  2003 (the "APA"), a copy of which has been delivered to the Escrow
Agent for reference purposes.

AND  WHEREAS  the  terms of the Asset  Purchase  Agreement  provide  that on the
Closing Date, among other things,  Addison shall deliver to the Escrow Agent: 1)
a Promissory  Note in  accordance  with  Schedule "O" of the APA; and 2) a Final
Note in accordance Schedule "Q" of the APA.

AND WHEREAS  Addison,  DKWS and the Trust have made,  executed and  delivered an
Agency  Agreement  dated  effective as of the1st day October,  2003 (the "Agency
Agreement"),  a copy of  which  has  been  delivered  to the  Escrow  Agent  for
reference purposes.


<PAGE>

AND WHEREAS the terms of the Agency Agreement  provide that on the Closing Date,
among  other  things,  the  Trust  shall  deliver  to the  Escrow  Agent a fully
completed and executed Securities Pledge Agreement along with share certificates
fully  endorsed for transfer all in  accordance  with Schedule "D" of the Agency
Agreement.

NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,   covenants  and
agreements  contained  herein and in the Asset Purchase  Agreement,  the parties
hereto agree as follows:

1.00 Interpretation
-------------------

1.01 Any  word,  term or phrase  that is  defined  in the APA and not  otherwise
     defined herein shall,  when used as a defined term in this Agreement,  have
     the same meaning that each  respectively has when used as a defined term in
     the APA.

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

2.01 Addison,  DKWS and the Trust hereby constitute and appoint the Escrow Agent
     as, and the Escrow Agent hereby agrees to assume and perform the duties of,
     the Escrow  Agent under and  pursuant to this  Agreement.  The Escrow Agent
     also  acknowledges  receipt  of an  executed  copy of the APA,  the  Agency
     Agreement and the Securities Pledge Agreement.

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

3.01 The Escrow Agent  acknowledges  that Addison has  delivered  the  following
     items to the Escrow Agent:
     a)   a properly  completed and duly executed  Promissory Note in accordance
          with  the  terms of the APA and in the  same  form as is set  forth in
          Schedule "O" of the APA; and
     b)   a properly completed (save as is expressly otherwise set forth herein)
          and duly executed  Final Note in accordance  with the terms of the APA
          and in the same form as is set forth in Schedule "Q" of the APA.

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

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


<PAGE>

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

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

     (a)  within 5 days  after  the  amount  of the  First  Adjustment  has been
          determined (in accordance  with the terms of paragraph  3.04(a) of the
          APA) and  communicated  to the  Escrow  Agent the Escrow  Agent  shall
          proceed as follows:
          (i)  if  after  the  First  Adjustment  is  determined,  there  is  no
               reduction in the Purchase  Price,  then there shall be no changes
               made to the Promissory Note by the Escrow Agent; and
          (ii) if after the First Adjustment is determined, there is a reduction
               in the  Purchase  Price,  then the Escrow  Agent  shall amend the
               Promissory  Note by reducing the  Principal  Amount  (and,  after
               taking into  account any and all sums paid to the Trust  pursuant
               to the Promissory  Note up to and including the date of the First
               Adjustment,  any amortization  schedules  related thereto) by the
               amount of the First Adjustment; and
     (b)  within 5 days  after the  amount  of the  Second  Adjustment  has been
          determined (in accordance  with the terms of paragraph  3.04(e) of the
          APA) and  communicated  to the  Escrow  Agent the Escrow  Agent  shall
          proceed as follows:
          (i)  if  after  the  Second  Adjustment  is  determined,  there  is no
               reduction in the Purchase  Price,  then there shall be no changes
               made to the  Promissory  Note by the Escrow  Agent and the Escrow
               Agent shall deliver the Promissory Note to the Trust;
          (ii) if  after  the  Second  Adjustment  is  determined,  there  is  a
               reduction  in the  Purchase  Price,  then the Escrow  Agent shall
               amend the Promissory Note by reducing the Principal  Amount (and,
               after  taking  into  account  any and all sums  paid to the Trust
               pursuant to the  Promissory  Note up to and including the date of
               the  Second  Adjustment,   any  amortization   schedules  related
               thereto) by the amount of the Second  Adjustment as determined in
               accordance with paragraph 3.04(e) and once done shall deliver the
               amended Promissory Note to the Trust; or
     (c)  if there has been a  default  in the  payment  or  performance  of the
          Promissory Note (the "Default")  prior to the date of delivery thereof
          to the Trust (in  accordance  with the terms of paragraph  4.01(b)(ii)
          hereof) and the Trust has delivered a written notice of the Default to
          the Escrow Agent, then the Escrow Agent shall, subject to the terms of
          paragraph 4.05 hereof, deliver the Promissory Note to the Trust.

4.02 The Escrow Agent shall make the First Adjustment and the Second  Adjustment
     to the  Promissory  Note pursuant to or in accordance  with:  (i) a written
     authorization  signed by  Addison  and the Trust  delivered  to the  Escrow
     Agent,  which  authorization  shall  set  forth  the  amount  of the  First
     Adjustment  or the  Second  Adjustment,  as the case may be;  or (ii) if no
     written  authorization is received, a certified copy of a final judgment of
     a court of competent jurisdiction, provided, however, that a certified copy
     of a final judgment shall


<PAGE>

     serve as a valid  determination only if the time for appeal has expired and
     no appeal has been  perfected  or all  appeals  have been  exhausted  or no
     further right of appeal exists.

4.03 The Escrow Agent shall hold and deal with the Final Note in accordance with
     the  following  terms:  within 5 days  after the  amount  of the  Remaining
     Balance of the Purchase Price has been  determined (in accordance  with the
     terms of paragraph 3.05(b) of the APA) and communicated to the Escrow Agent
     the Escrow Agent shall  complete the Final Note by filling in the principal
     amount thereof with such number as is equal to the Remaining Balance of the
     Purchase  Price and shall  attach  the  appropriate  amortization  schedule
     thereto (calculated in accordance with the terms of the Final Note and once
     done, the Escrow Agent shall then deliver the Final Note to the Trust.

4.04 The Escrow Agent shall insert the Remaining  Balance of the Purchase  Price
     as the  principal  amount of the Final Note  pursuant  to or in  accordance
     with: (i) a written authorization signed by Addison and the Trust delivered
     to the Escrow Agent, which  authorization shall set forth the amount of the
     Remaining   Balance  of  the  Purchase   Price;   or  (ii)  if  no  written
     authorization is received,  a certified copy of a final judgment of a court
     of competent  jurisdiction,  provided,  however, that a certified copy of a
     final  judgment shall serve as a valid  determination  only if the time for
     appeal has expired  and no appeal has been  perfected  or all appeals  have
     been exhausted or no further right of appeal exists.

4.05 If there has been a Default of the Promissory  Note,  then the Escrow Agent
     shall deliver the  Promissory  Note to the Trust in accordance  with: (i) a
     written  authorization  signed by the Trust  delivered to the Escrow Agent,
     which  authorization  shall set forth  that there has been a Default in the
     Promissory Note and the nature or amount of the Default; or (ii) if Addison
     is disputing  the Default and has notified the Escrow Agent in writing that
     it  has  or  intends  to  submit  the  dispute  to  a  court  of  competent
     jurisdiction,  a certified copy of a final judgment of a court of competent
     jurisdiction,  provided, however, that a certified copy of a final judgment
     shall  serve  as a valid  determination  only if the time  for  appeal  has
     expired and no appeal has been perfected or all appeals have been exhausted
     or no further right of appeal exists.

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

5.01 The Escrow Agent shall hold and deal with the Securities  Pledge  Agreement
     (along with any share certificates  delivered  therewith) and the Directors
     Resolution in accordance with the following terms:
     (a)  if Addison  notifies  the Escrow  Agent that DKWS is in default of the
          performance of its  obligations  as set forth in the Agency  Agreement
          (the  "Default")  and demands in writing  that the  Securities  Pledge
          Agreement and Directors Resolution be released to it, then, subject to
          the terms of paragraph 5.02 hereof,  the Escrow Agent shall  forthwith
          deliver the Securities  Pledge Agreement and the Directors  Resolution
          to Addison,  and once  delivered,  the Escrow  Agent

<PAGE>

          shall  be  released  from  any  and  all  obligations  concerning  the
          Securities Pledge Agreement and the Directors Resolution; or
     (b)  upon the  termination of the Agency  Agreement (in accordance with the
          terms  thereof)  and if no notice of default has been  received by the
          Escrow  Agent from Addison in  accordance  with the terms of paragraph
          5.01(a),  then the Escrow Agent shall  deliver the  Securities  Pledge
          Agreement and the  Directors  Resolution to the Trust and DKWS (as the
          case may be) and once  delivered,  the Escrow  Agent shall be released
          from  any  and  all  obligations   concerning  the  Securities  Pledge
          Agreement and the Directors Resolution.

5.02 If there has been a Default of the Agency Agreement,  then the Escrow Agent
     shall deliver the Securities Pledge Agreement and the Directors  Resolution
     to Addison in accordance  with: (i) a written  authorization  signed by the
     Addison delivered to the Escrow Agent, which  authorization shall set forth
     that  there has been a Default in the  Agency  Agreement  and the nature or
     amount of the  Default;  or (ii) if DKWS is  disputing  the Default and has
     notified  the Escrow  Agent in writing that it has or intends to submit the
     dispute to a court of competent  jurisdiction,  a certified copy of a final
     judgment of a court of competent  jurisdiction,  provided,  however, that a
     certified  copy of a final  judgment  shall serve as a valid  determination
     only if the time for appeal has expired and no appeal has been perfected or
     all appeals have been exhausted or no further right of appeal exists.

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

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

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

7.01 Unless  otherwise  expressly  provided in this Agreement,  the Escrow Agent
     shall:
     a)   not be  held  liable  for any  action  taken  or  omitted  under  this
          Agreement  so long as it shall have  acted in good  faith and  without
          negligence;
     b)   have no  responsibility  to inquire into or determine the genuineness,
          authenticity,  or  sufficiency  of any  securities,  checks,  or other
          documents or instruments submitted to it in connection with its duties
          under and pursuant to this Agreement; and
     c)   be entitled to deem (unless it has actual  knowledge to the  contrary)
          the  signatories  of any  documents  or  instruments  submitted  to it
          pursuant to this  Agreement as being those  purported to be authorized
          to sign such documents or instruments on behalf of the parties to this
          Agreement  and  shall  be  entitled  to  rely  (unless  it has  actual
          knowledge to the contrary)  upon the  genuineness of the signatures of
          such signatories without inquiry and without requiring  substantiating
          evidence of any kind.


<PAGE>

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

8.01 The Escrow Agent may resign as such thirty (30) days  following  the giving
     of prior written notice thereof to Addison, DKWS and the Trust.  Similarly,
     the Escrow Agent may be removed and replaced following the giving of thirty
     (30) days' prior  written  notice to the Escrow Agent by Addison,  DKWS and
     the Trust.  Notwithstanding  the foregoing,  no such resignation or removal
     shall be  effective  until a successor  Escrow Agent has  acknowledged  its
     appointment as such as provided in paragraph  8.03 below.  In either event,
     upon the effective date of such  resignation  or removal,  the Escrow Agent
     shall deliver the items  delivered to the Escrow Agent in  accordance  with
     the terms of Article  3.00 hereof to (the  "Property")  a successor  Escrow
     Agent  appointed  by Addison,  DKWS and the Trust as evidenced by a written
     notice  executed by  Addison,  DKWS and the Trust and filed with the Escrow
     Agent.

8.02 If Addison,  DKWS and the Trust are unable to agree upon a successor Escrow
     Agent,  or shall have failed to appoint a successor  Escrow  Agent prior to
     the expiration of thirty (30) days following the date of the notice of such
     resignation or removal, the then acting Escrow Agent may petition any court
     of competent  jurisdiction for the appointment of a successor Escrow Agent,
     or other appropriate  relief,  and any such resulting  appointment shall be
     binding upon all of the parties to this Agreement.

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

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

9.01 Addison,  DKWS and the Trust, or their  respective  successors and assigns,
     jointly and  severally  agree to indemnify  and save and hold  harmless the
     Escrow  Agent and its  successors  and  assigns  of,  from and  against all
     losses,  costs and expenses that the Escrow Agent shall sustain or incur as
     a result  of the  Escrow  Agent's  involvement  as a party  thereto  in any
     litigation  commenced prior to the  termination of this Agreement,  arising
     from the performance by the Escrow Agent of its duties and responsibilities
     under  and  pursuant  to this  Agreement  that is not  attributable  in any
     manner,  or to any extent,  to any action taken, or omitted,  by the Escrow
     Agent in  connection  with this  Agreement  in  respect of which the Escrow
     Agent shall have been adjudged to have been negligent.

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

10.01 This  Agreement (other than  Sections  6.00 and 9.00) shall  automatically
     terminate when all of the Property held by the Escrow Agent shall have been
     distributed,  or otherwise  disposed  of, at any time while this  Agreement
     remains in effect by the Escrow Agent in accordance  with the terms of this
     Agreement.



<PAGE>


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

11.01 Any notice or other communication required or permitted hereunder shall be
     in writing and shall be  considered  delivered in all respects  when it has
     been  delivered by hand or overnight  courier,  by  acknowledged  facsimile
     transmission  followed by the  original  mailed by certified  mail,  return
     receipt requested,  or three (3) days after it is mailed by certified mail,
     return  receipt  requested,  first  class  postage  prepaid,  addressed  as
     follows:
TO ADDISON:                           Attn: Primo Podorieszach
                                      355, 10333 Southport Road, SW
                                      Calgary, Alberta, T2W 3X6
                                      Fax: (250) 376-1782
TO DKWS and Trust                     25 Wali Trail
                                      Novato, California, 94947
                                      Attn: John W. Kabaker
TO THE ESCROW AGENT:                  Demiantschuk Milley Burke & Hoffinger
                                      1200, 1015 - 4th Street, SW
                                      Calgary, Alberta, T2R 1J4
                                      Attn: Thomas Milley
                                      Fax: (403) 263-8529
     or such other addresses as shall be similarly  furnished in writing by such
     party.

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

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

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

13.01 This Agreement shall be governed by and construed  under and in accordance
     with the laws of the  Province of Alberta and the parties  hereto  agree to
     attorn and submit all disputes arising hereunder to the jurisdiction of the
     Court of Queen's Bench of Alberta. .

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

14.01 This  Agreement may be exercised in  counterparts,  each of which shall be
     deemed an original and all of which together  shall  constitute one and the
     same  agreement.  Each of the  parties  to  this  Agreement  agrees  that a
     signature  affixed to a  counterpart  of this  Agreement  and  delivered by
     facsimile  by any person is intended to be its,  his or her  signature  and
     shall be valid, binding and enforceable against such person.


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



<PAGE>

ADDISON YORK INSURANCE BROKERS LTD.


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



DKWS ENTERPRISES, INC.


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


KABAKER FAMILY TRUST OF JULY 1998


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

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


DEMIANTSCHUK MILLEY BURKE & HOFFINGER


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




<PAGE>


                                  SCHEDULE "M"

                             JOINT VENTURE AGENCIES






<PAGE>



                                  SCHEDULE "N"

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





<PAGE>


                                  SCHEDULE "O"

                                 PROMISSORY NOTE



                                 PROMISSORY NOTE
                                 ---------------


FOR VALUE RECEIVED the undersigned  Promissor,  ADDISON YORK INSURANCE  BROKERS,
LTD.,  a Delaware  corporation,  promises to pay to the KABAKER  FAMILY TRUST OF
JULY 1998  ("KFT"),  the sum of THREE  MILLION  FIVE  HUNDRED  FIFTEEN  THOUSAND
($3,515,000.00)  DOLLARS  (hereinafter  called the "Principal  Amount") together
with  interest  thereon at the rate of SEVEN (7%)  PERCENT  interest  per annum,
calculated  and  compounded  annually,  not in  advance,  both  before and after
maturity.  Subject to the terms  hereof,  the  Principal  Amount  along with the
accrued  interest  thereon as aforesaid shall be repaid in monthly  installments
(the  "Installments")  in accordance with the amortization  schedule attached as
Schedule  "A" hereto and  forming a part hereof  (the  "Amortization  Schedule")
beginning  on the  31st  day of  October,  2003,  to and  until  the 30th day of
September,  2013 (the "Maturity Date") when all amounts outstanding shall become
due and payable.

KFT  acknowledges and agrees that, the Principal Amount is subject to Adjustment
as is  more  particularly  set  forth  in  Article  3.00 of the  Asset  Purchase
Agreement  dated  effective the 1st day of October,  2003,  and made between the
Promissor, DKWS Enterprises, Inc. ("DKWS"), John W. Kabaker, Theolyn Kabaker and
KFT.

KFT  acknowledges and agrees that any charge against the assets of the Promissor
which  may  be  created  by  this  instrument  is  subject  to  the  terms  of a
Subordination  Agreement dated  effective the 1st day of October,  2003 and made
between  the  Promissor,  DKWS and KFT and is,  inter alia,  subordinate  to all
present and future  Senior Debt (as defined in the  Subordination  Agreement) of
the Promissor.

KFT  acknowledges   and  agrees  that  the  Promissor  may  discontinue   making
Installments  in  accordance  with the  Amortization  Schedule  or at all if the
paying of an  Installment  or  Installments  would at any time,  or from time to
time,  cause the  monthly  consolidated  cash  balance  (excluding  any  monthly
consolidated  trust account balances) of Anthony Clark  International  Insurance
Brokers Ltd.  ("Anthony  Clark"),  the parent company of the Promissor,  to fall
below the sum of  $500,000.00  after the  servicing  of all  Senior  Debt of the
Promissor and Anthony Clark. In addition,  KFT acknowledges  that: (i) it is the
sole  shareholder of DKWS; (ii) the Promissor has provided a loan to DKWS in the
principal  amount of  $150,000.00  (the  "Loan"),  which Loan is  evidenced by a
promissory note dated October 10, 2003 (the "Note"); and (iii) the Loan was used
by DKWS to reduce the trust account deficiencies of DKWS. In accordance with the
foregoing,  KFT acknowledges and agrees that: (i) so long as the Installments to
be made  hereunder  are current to within 365 days of the payments to be made in
accordance with the Amortization Schedule,  then there shall be no default under
this instrument and (ii) when  determining  whether or not the Instalments to be
made  hereunder  are  current to within 365 days of the  payments  to be made in
accordance  with the  Amortization  Schedule,  any and all amounts  owing to the
Promissor pursuant to the Note shall be taken into account.

KFT acknowledges and agrees that, at the option of the Promissor,  the Principal
Amount  (or any part  thereof)  along  with all  accrued  interest  thereon  are
repayable  without  notice or bonus at any time prior to the Maturity  Date. The
Promissor waives presentment for payment,  notice of protest, demand for payment
and


<PAGE>



notice of non-payment.


DATED  at the  City of  Calgary,  in the  Province  of  Alberta  this 1st day of
October, 2003.

ADDISON YORK INSURANCE BROKERS, LTD.


Per:  ________________________________





<PAGE>


                                  SCHEDULE "P"

                                AGENCY AGREEMENT



THIS AGENCY AGREEMENT IS MADE EFFECTIVE THE 1st DAY OF October, 2003

BETWEEN:

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

                                     - and -

                             DKWS ENTERPRISES, INC.
                       (hereinafter referred to as "DKWS")

                                     - and -

                       KABAKER FAMILY TRUST OF JULY 1998 a
                trust formed pursuant to the laws of the State of
                                   California,
                    (hereinafter referred to as the "Trust")


WHEREAS AYI,  DKWS,  John W. Kabaker,  Theolyn  Kabaker and the Trust have made,
executed and delivered a certain Asset Purchase Agreement dated as of October 1,
2003 (the "APA").

AND  WHEREAS  as at the date of the APA,  AYI may not have  obtained  all of the
necessary regulatory approvals to operate as an insurance broker or agent in the
State of  California  and AYI has not obtained  all of the Carrier  Appointments
from those carriers listed in Schedule "N" of the APA.

AND WHEREAS pursuant to the terms of the APA, DKWS has agreed to enter into this
Agency Agreement in order to allow AYI to process its clients insurance policies
through DKWS, whereby AYI shall receive all revenues therefrom and shall pay all
of DKWS's  reasonable out of pocket expenses and costs  associated  therewith in
accordance with the terms hereof.

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

NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,   covenants  and
agreements contained herein and in the APA, the parties hereto agree as follows:

1.00 DEFINITIONS

1.01 Any  word,  term or phrase  that is  defined  in the APA and not  otherwise
     defined herein shall,  when used as a defined term in this Agreement,  have
     the same meaning that each  respectively has when used as a defined term in
     the APA.


<PAGE>

                                       2



1.02 The  following  are  the  Schedules  which  are to be  attached  to and are
     incorporated  into this  Agreement by reference and are deemed to be a part
     hereof:
     a)   Schedule "A" Budget;
     b)   Schedule "B" Bank Accounts;
     c)   Schedule "C" Director's Resolution;
     d)   Schedule "D" Securities Pledge Agreement;
     e)   Schedule "E" Employees; and
     f)   Schedule "F" Real Property Leases

2.00 WARRANTIES AS TO LICENCE

2.01 DKWS for the benefit of AYI represents, warrants and covenants that:
     a)   DKWS holds all the licenses  and permits  required for an agent and an
          agency in the State of California and in each and every other State of
          the United States of America including the District of Columbia;
     b)   the  employees  of DKWS  hold  all  applicable  licenses  and  permits
          required for the  performance of their duties as insurance  brokers or
          otherwise;
     c)   DKWS and its employees  will maintain in good standing  throughout the
          Term of this  Agreement,  all the licenses and permits  referred to in
          paragraphs 2.01(a) and (b);
     d)   DKWS will not  knowingly or  negligently  do, or omit to do,  anything
          that  results  in,  or is  likely  to result  in,  the  suspension  or
          revocation  of such  licenses  or  permits,  during  the  Term of this
          Agreement;
     e)   DKWS  shall  maintain  the  appropriate  trust  accounts  and  account
          balances  all in  accordance  with the  laws,  rules  and  regulations
          governing  the  operation of an insurance  agency and brokerage in the
          State of California; and
     f)   DKWS shall maintain in good standing its Carrier Appointment Contracts
          with those insurance carriers or wholesalers set forth on Schedule "N"
          of the APA and any other carrier or wholesaler  appointments  acquired
          during the Term hereof.

3.00 WORKING RELATIONSHIP OF DKWS AND AYI

3.01 Except as otherwise specifically  authorized by AYI in writing, DKWS shall,
     for the sole and  exclusive  benefit of AYI and for the benefit of no other
     person(s) whatsoever,  market, sell,  distribute,  place and write general,
     health and life insurance products to those persons set forth in the Client
     Files and to any and all other potential customers who may wish to purchase
     general, health and life insurance products.

3.02 Subject to the terms and  conditions  set forth  herein and to AYI's  prior
     approval of all new office space,  if any,  DKWS shall,  during the Term of
     this  Agreement,  provide  all  necessary  office  space  required  for the
     administration  and functioning of DKWS as an agent or broker and shall, as
     soon  as  possible  and in any  event  prior  to the  termination  of  this
     agreement,  use  its  best  efforts  to  have  the  leases  (the  "Leases")
     identified  on Schedule  "F" attached  hereto  assigned to AYI. In order to
     secure the better performance



<PAGE>

                                       3




     of this  agreement by DKWS,  DKWS hereby grants AYI a security  interest in
     the  Leases.  However,  the  last  day of the  term of any  lease,  oral or
     written, or any agreement therefor, now held or hereafter acquired by DKWS,
     shall be excepted from the security interest hereby granted, but DKWS shall
     stand possessed of such one day remaining, upon trust to assign and dispose
     of the same as AYI shall  direct.  If any such lease or agreement  therefor
     contains a provision  which provides in effect that such lease or agreement
     may not be assigned,  sub-leased,  charged or encumbered without the leave,
     license, consent or approval of the lessor, the application of the security
     interest created hereby to any such lease or agreement shall be conditional
     upon such leave, license, consent or approval having been obtained.

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

3.04 Subject to the terms and  conditions  set forth  herein and to AYI's  prior
     approval of all staffing levels,  salaries and benefits, DKWS shall, during
     the Term of this  Agreement,  provide  all  necessary  insurance  sales and
     brokerage,   clerical   and   stenographic   services,   required  for  the
     administration and functioning of DKWS as an agent or broker.

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

3.06 Upon the request of AYI, DKWS shall,  in a timely  fashion,  provide to AYI
     any and all reports, financial statements, bank reconciliations, contracts,
     agreements, memorandums or other documents of any nature or kind whatsoever
     concerning  the  Business  or  Purchased  Assets,   including  the  monthly
     financial statements of the Business which shall be delivered to AYI within
     15 days of the end of the month. In addition, DKWS shall permit AYI and its
     employees,  agents, professional advisors, counsel and accountants or other
     representatives  to have  access to all of the  books,  accounts,  records,
     agreements,  contracts,  documents,  instruments  and  other  data  of DKWS
     (including,  without  limitation,  all  corporate,  business and accounting
     records of DKWS) and DKWS shall furnish to AYI such financial and operating
     data, agreements,  contracts,  documents,  instruments, and other materials
     and  information  with respect to DKWS or the  Business  and the  Purchased
     Assets as AYI shall from time to time request.

3.07 AYI shall be responsible for the following reasonable and provable expenses
     of DKWS:


<PAGE>

                                       4



     a)   all out of  pocket  expenses  with  respect  to the  operation  of the
          Business;
     b)   all of the costs and  expenses  incurred  by DKWS in  respect of those
          matters set forth in paragraph 3.02;
     c)   all of the costs and  expenses  incurred  by DKWS in  respect of those
          matters set forth in paragraph 3.04;
     d)   all required license fees and other required regulatory fees necessary
          to maintain  DKWS's status as an insurance  agency or brokerage  under
          the  laws of the  State  of  California  or  under  the  rules  of any
          professional or regulatory or licensing body having  jurisdiction over
          the affairs of DKWS or an  insurance  agency or  brokerage in general;
          and
     e)   other reasonable and necessary  operational  expenses  incurred in the
          normal day to day operation of the  Business.  All as set forth in the
          budget (the  "Budget")  attached as Schedule  "A" hereto and forming a
          part hereof.  DKWS warrants and agrees that it must obtain the written
          consent of AYI prior to making any capital  expenditures in respect of
          the better  operation of the  Business or the  servicing of the Client
          Files  in  excess  of  $5,000.00  for  which  it  intends  to hold AYI
          responsible for the payment thereof.

3.08 Notwithstanding  the terms of paragraph  3.07, DKWS represents and warrants
     to AYI  that  DKWS  receives  at least  $400,000.00  in  annual  commission
     revenues from Shamrock  Materials Inc. et al ("Shamrock")  and pays the sum
     of  $24,000.00  per year  ($2,000.00  per  month) to Lee R.  Ceccotti  (the
     Chairman of Shamrock) in respect of those commission revenues.  DKWS hereby
     agrees with AYI that if the Shamrock  account is lost or if the  commission
     revenues  therefrom drop below the sum of $24,000.00  per annum,  then DKWS
     shall be solely  responsible  for any and all payments to be made to Lee R.
     Ceccotti.  For greater  clarity,  if the Shamrock account is lost or if the
     commission  revenues  therefrom drop below the sum of $24,000.00 per annum,
     then DKWS hereby agrees to indemnify and save harmless AYI for any costs or
     charges  relating to any and all payments which may be owing by DKWS to Lee
     R. Ceccotti.

3.09 Notwithstanding  the terms of paragraph  3.07, DKWS represents and warrants
     to AYI that it has entered into an employment  agreement  dated May 1, 2001
     (the "EA"), with Jeffrey S. Rosentreter  ("JR").  Pursuant to the terms set
     forth in paragraph 3 of the EA, DKWS has agreed,  inter alia,  to take out,
     carry  and pay for key man  insurance  on JR (the  "Policy").  DKWS  hereby
     agrees with AYI that:
     a)   DKWS shall be responsible for all tax payments or consequences flowing
          from the Policy and shall  indemnify  and save AYI harmless  from such
          payments or consequences; and
     b)   if JR should quit his employment  with DKWS or if JR's employment with
          DKWS is terminated  for just cause,  then the premiums paid in respect
          of the Policy  shall no longer form a part of the  expenses to be paid
          by AYI pursuant to the terms hereof and DKWS shall  indemnify and save
          AYI harmless from such payments or premiums.


<PAGE>

                                       5



3.10 DKWS  represents and warrants to AYI that it will conduct its operations as
     an insurance agency or broker in accordance with the established  norms and
     customs of the insurance industry and will operate the Business and service
     the Client Files as would a prudent operator handling such matters.

3.11 DKWS  represents  and  warrants to AYI that it shall,  process the revenues
     received by it and pay the expenses  incurred  from the Business and Client
     Files through its general and trust bank  accounts as more fully  described
     in Schedule "B" attached hereto and forming a part hereof (the "Accounts").
     Subject to the normal and  reasonable  controls  placed on such Accounts by
     the relevant banking institution, DKWS agrees that AYI shall have the right
     to impose its own controls  over the  Accounts,  to  designate  the signing
     officers on the Accounts and to change the signing  officers on the Account
     from  time to time as AYI deems  prudent  and  necessary.  In order to give
     effect to the  foregoing,  DKWS  further  agrees to execute  the  directors
     resolution (the "Directors Resolution") attached as Schedule "C" hereto and
     forming a part hereof and deliver the same to the Escrow Agent.

3.11 The Trust hereby agrees to execute the Securities Pledge Agreement attached
     as Schedule  "D" hereto and deliver the same to the Escrow Agent to be held
     by the Escrow Agent and dealt with by the Escrow Agent in  accordance  with
     the following terms:
     (a)  if DKWS is in default of the  performance  of its  obligations  as set
          forth in this  Agreement  and AYI  notifies  the Escrow  Agent of that
          default and demands in writing that the  Securities  Pledge  Agreement
          and Directors  Resolution  be released to them,  then the Escrow Agent
          shall  forthwith  deliver  the  Securities  Pledge  Agreement  and the
          Directors  Resolution  to AYI,  and once  delivered,  the Escrow Agent
          shall  be  released  from  any  and  all  obligations  concerning  the
          Securities Pledge Agreement and the Directors Resolution; or
     (b)  upon the termination of this Agreement and if no notice of default has
          been  received  by the Escrow  Agent from AYI in  accordance  with the
          terms of  sub-paragraph  (a),  then the Escrow Agent shall deliver the
          Securities Pledge Agreement and the Directors  Resolution to the Trust
          and once  delivered,  the Escrow Agent shall be released  from any and
          all  obligations  concerning the Securities  Pledge  Agreement and the
          Directors Resolution.


4.00 OWNERSHIP OF CLIENT FILES AND REVENUES THEREFROM

4.01 DKWS  acknowledges  and  agrees  that the Client  Files and all  associated
     tangible and intangible  property,  rights and choses in action  associated
     therewith are and shall remain the sole and  exclusive  domain and personal
     property  of AYI  whether  such files or  documents  therein or  associated
     rights bear or include the name of DKWS or any other trade name or style of
     or associated with DKWS.

4.02 Subject  to the  interests  of any  joint  venture  agencies  set  forth in
     Schedule "M" of the APA and any new joint  venture  interests  which may be
     agreed to by AYI after the date hereof, DKWS further  acknowledges that any
     new client files or insurance  business  originated by DKWS or AYI or their
     personnel  from and after the date hereof and all  associated  tangible and
     intangible  property  rights and choses in action  shall be and will


<PAGE>

                                       6



     remain the sole and exclusive domain and personal  property of AYI, whether
     such files or documents  therein or  associated  rights bear or include the
     name of DKWS or any other  trade name or style of or  associated  with DKWS
     and shall form part of the Client Files.

4.03 Any and all  commissions,  fees,  interest income earned on the Accounts or
     otherwise,  contingency  fees or  other  revenues  of any  kind  nature  or
     description  whatsoever received by DKWS in connection with any Client File
     or the  Business  shall be the sole and  exclusive  property  of AYI  (such
     commissions,  fees,  interest  income,  contingency fees or revenues of any
     kind nature or  description  whatsoever  being referred to hereafter as the
     "Revenues".

4.05 DKWS shall, immediately upon the demand of AYI, pay to AYI any and all sums
     due and owing to AYI pursuant to the terms of this Agreement.

5.00 TERM OF AGREEMENT

5.01 This Agreement  shall be terminated  upon the occurrence of the earliest of
     the following events:
     a)   the date upon which AYI obtains:
          i)   all  of the  necessary  regulatory  approvals  to  operate  as an
               insurance broker or agent in the State of California;
          ii)  all of the  necessary  regulatory  approvals  in  respect  of the
               Assignment of employees to AYI; and
          iii) all of the Carrier  Appointments  from those  carriers  listed in
               Schedule  "P" of the  APA  (or  such  lesser  number  of  Carrier
               Appointments  which  may be  satisfactory  to AYI in its sole and
               unfettered discretion); or
     b)   the 30th day of September, 2018; or
     c)   the  date  that  AYI  delivers  written  notice  to  DKWS  that  it is
          terminating this Agreement; or
     d)   a default under the Promissory Note or the Final Note; (the "Term").

5.02 Immediately upon the termination of this Agreement  (except in the event of
     a termination pursuant to paragraph 5.01(d)) DKWS hereby agrees to:
     a)   assign  all of its  right  title  and  interest  in and to any and all
          employment agreements,  non-competition agreements and confidentiality
          agreements  which  it may  have  with  those  employees  set  forth on
          Schedule  "E"  attached  hereto and forming a part hereof and with any
          other  employee  not listed on Schedule "E" but who may be employed by
          DKWS at the time of termination of this Agreement. Notwithstanding the
          foregoing,  AYI, in its sole and  unfettered  discretion,  retains the
          right  not to  accept  the  assignment  of any  particular  employee's
          agreement; and
     b)   pay over to AYI any and all monies remaining in the Accounts which are
          or will  become  due and  owing to AYI  pursuant  to the terms of this
          Agreement

5.03 It is  further  agreed  by AYI and  DKWS  that  after  termination  of this
     contract:


<PAGE>

                                       7



     a)   AYI  agrees to allow  DKWS to retain  copies  from such files of those
          documents  which  by  operation  of  law  or in  accordance  with  the
          regulatory  requirements either of the insurance licensing agencies or
          of  licensing  or  agency  agreements  with  insurers,   DKWS  may  be
          specifically obliged to retain; and
     b)   DKWS further warrants that he will keep the files available and intact
          and in order for the  Government and insurance  industries  prescribed
          time  limits and that he will  produce and make  available  all files,
          papers and  information  that he possesses,  in order to assist AYI in
          any future query or disputes regarding the Client Files.


6.00     ERRORS AND OMISSIONS AND OTHER INSURANCE

6.01     During the Term hereof, DKWS represents and warrants that it shall
         place and will keep in effect and in good standing the following
         insurance coverages for the benefit of AYI:
          a)   an Errors & Omission  policy covering DKWS with such coverage and
               limits as shall be approved by AYI in its sole discretion;
          b)   proper and adequate coverage with respect to the Client Files and
               Fixed  Assets of AYI with such  coverage  and  limits as shall be
               approved by AYI in its sole discretion;
          c)   proper and adequate  coverage with respect to the  Business,  the
               Premises and the  operations of an insurance  agency thereon with
               such  coverage and limits as shall be approved by AYI in its sole
               discretion; and
          d)   any other forms of  insurance  which AYI may require from time to
               time in its sole  discretion  with such  coverage  and  limits as
               shall be approved by AYI.

6.02 AYI shall be responsible for the payment of all costs and expenses  related
     to the placement of the insurance matters set forth in paragraph 6.01

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

6.04 DKWS shall notify AYI  immediately of any possible claim or occurrence that
     could cause an E&O claim against DKWS.

6.05 Upon  the  termination  of  this  Agreement  (except  in  the  event  of  a
     termination  pursuant to paragraph  5.01(d)) AYI hereby agrees to purchase,
     at its cost and expense, `tail' or `extended reporting coverage' for a five
     year period from an insurance carrier acceptable to DKWS in an amount equal
     to the level of coverage  maintained  during the Term hereof in  accordance
     with paragraph 6.01.

7.00 GENERAL

7.01 Notices to be given under this  Agreement  shall be given in writing to the
     Parties at the following respective addresses, namely:


<PAGE>
                                       8



     TO:               Addison York Insurance Brokers, Ltd.
                       355, 10333 Southport Road, SW
                       Calgary, Alberta, T2W 3X6
                       Attn: Primo Podorieszach
     TO:               DKWS Enterprises, Inc.
                       25 Wali Trail
                       Novato, California, 94947
                       Attn: John W. Kabaker
     TO:               Kabaker Family Trust Of July 1998
                       25 Wali Trail
                       Novato, California, 94947
                       Attn: John W. Kabaker
     or to such address as any Party may for itself  stipulate by written notice
     in accordance  with this paragraph  7.01, and any notice so sent by single,
     or double  registered  mail shall be deemed received on the seventh (7) day
     following  such posting  unless the contrary be proved,  the burden of such
     proof being that of the person whose receipt of such notice in question.

7.02 This agreement  shall be governed by, and be construed in accordance  with,
     the laws of the State of California.  In addition, the parties hereto waive
     trail by jury and agree to submit to the personal jurisdiction and venue of
     a court of subject matter  jurisdiction  located in Marin County,  State of
     California.

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

7.04 Should any clause or other portion of this  Agreement be declared  illegal,
     void,  invalid,  or inoperative by any competent Court, then this Agreement
     shall be read as if such impugned clause or portion had never been included
     in the  Agreement,  and so as to give the  Agreement as full and forceful a
     reading as possible consistent with the deletion of such impugned clause or
     portion.

7.05 In this Agreement, the masculine shall include the feminine and vice versa,
     the personal the  impersonal  and vice versa,  the individual the corporate
     and vice versa,  and the  singular  the plural and vice  versa,  all as the
     context may require.

7.06 No purported amendment to, variation of, or departure from or indulgence of
     any term of, this Agreement shall be of any force or effect whatever unless
     and until evidence in writing and that writing  executed by all the Parties
     hereto in the same fashion as the execution hereof.

7.07 This  Agreement  may not be assigned by DKWS or the Trust without the prior
     written consent of AYI, which consent may be unreasonably withheld.

7.08 Each  Party  agrees  for the  benefit  of the other to do all things and to
     execute all  documents  which may  reasonably  be required in order to give
     effect to this Agreement.


<PAGE>

                                        9



IN WITNESS WHEREOF the Parties hereto have hereunder  caused to be set hands and
seals as at the date first above written.

ADDISON YORK INSURANCE BROKERS LTD.


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




DKWS ENTERPRISES, INC.


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


KABAKER FAMILY TRUST OF JULY 1998


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


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




<PAGE>

                                       10



                                  SCHEDULE "A"

                                     BUDGET




<PAGE>

                                       11



                                  SCHEDULE "B"

                                  BANK ACCOUNTS




<PAGE>

                                       12



                                  SCHEDULE "C"

                              DIRECTORS RESOLUTION





<PAGE>

                                       13



                                  SCHEDULE "D"

                           SECURITIES PLEDGE AGREEMENT





<PAGE>

                                       14



                                  SCHEDULE "E"

                                EMPLOYEES OF DKWS





<PAGE>

                                       15




                                  SCHEDULE "F"

                                 Leased Premises



1.   Lease  dated  June 30,  2000,  made  between  DKWS (as  Tenant)  and Active
     Property  Management  (as Landlord)  with respect to Suite 100, 1701 Novato
     Blvd., Novato, California, 94947;
2.   Lease dated July 8, 2002, made between DKWS (as Tenant) and Active Property
     Management  (as  Landlord)  with respect to Suite 107,  1701 Novato  Blvd.,
     Novato, California, 94947;
3.   Sub-Lease  dated April 10, 2003,  made between DKWS (as Sub-Lessee) and New
     Israel Fund (as  Sub-Lessor)  with respect to Suite 205, 10350 Santa Monica
     Blvd., Los Angeles, California;
4.   Sub-Lease  dated July 1, 2002,  made between DKWS (as  Sub-Lessor)  and 2nd
     Sight  Software  (as  Sub-Lessee)  with  respect to Suite 107,  1701 Novato
     Blvd., Novato, California, 94947; and
5.   Sub-Lease  dated July 27, 2000, made between DKWS (as Sub-Lessor) and Susan
     B. Preston (as  Sub-Lessee)  with respect to Suite 100,  1701 Novato Blvd.,
     Novato, California, 94947.





<PAGE>


                                  SCHEDULE "Q"

                                   FINAL NOTE



                                 PROMISSORY NOTE
                                 ---------------



FOR VALUE RECEIVED the undersigned  Promissor,  ADDISON YORK INSURANCE  BROKERS,
LTD.,  a Delaware  corporation,  promises to pay to the KABAKER  FAMILY TRUST OF
JULY  1998  ("KFT"),  the  sum of  _____________________________________________
($_________________)   DOLLARS   (hereinafter  called  the  "Principal  Amount")
together  with interest  thereon at the rate of SEVEN (7%) PERCENT  interest per
annum, calculated and compounded annually, not in advance, both before and after
maturity.  Subject to the terms  hereof,  the  Principal  Amount  along with the
accrued  interest  thereon as aforesaid shall be repaid in monthly  installments
(the  "Installments")  in accordance with the amortization  schedule attached as
Schedule  "A" hereto and  forming a part hereof  (the  "Amortization  Schedule")
beginning  on the ____ day of  ___________,  2008,  to and until the ____ day of
________________,  2018 (the "Maturity Date") when all amounts outstanding shall
become due and payable.

KFT  acknowledges and agrees that any charge against the assets of the Promissor
which  may  be  created  by  this  instrument  is  subject  to  the  terms  of a
Subordination  Agreement dated the 1st day of October, 2003 and made between the
Promissor  and KFT and is,  inter  alia,  subordinate  to all present and future
Senior Debt (as defined in the Subordination Agreement) of the Promissor.

KFT  acknowledges   and  agrees  that  the  Promissor  may  discontinue   making
Installments  in  accordance  with the  Amortization  Schedule  or at all if the
paying of an  Installment  or  Installments  would at any time,  or from time to
time,  cause the  monthly  consolidated  cash  balance  (excluding  any  monthly
consolidated  trust account balances) of Anthony Clark  International  Insurance
Brokers Ltd.  ("Anthony  Clark"),  the parent company of the Promissor,  to fall
below the sum of  $500,000.00  after the  servicing  of all  Senior  Debt of the
Promissor and Anthony Clark. In addition,  KFT acknowledges  that: (i) it is the
sole  shareholder of DKWS; (ii) the Promissor has provided a loan to DKWS in the
principal  amount of  $150,000.00  (the  "Loan"),  which Loan is  evidenced by a
promissory note dated October 10, 2003 (the "Note"); and (iii) the Loan was used
by DKWS to reduce the trust account deficiencies of DKWS. In accordance with the
foregoing,  KFT acknowledges and agrees that: (i) so long as the Installments to
be made  hereunder  are current to within 365 days of the payments to be made in
accordance with the Amortization Schedule,  then there shall be no default under
this instrument and (ii) when  determining  whether or not the Instalments to be
made  hereunder  are  current to within 365 days of the  payments  to be made in
accordance  with the  Amortization  Schedule,  any and all amounts  owing to the
Promissor pursuant to the Note shall be taken into account.

KFT acknowledges and agrees that, at the option of the Promissor,  the Principal
Amount  (or any part  thereof)  along  with all  accrued  interest  thereon  are
repayable  without  notice or bonus at any time prior to the Maturity  Date. The
Promissor waives presentment for payment,  notice of protest, demand for payment
and notice of non-payment.

DATED at the City of  Calgary,  in the  Province  of  Alberta  this  ____ day of
_______________, 2008.



ADDISON YORK INSURANCE BROKERS, LTD.


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




<PAGE>


                                  SCHEDULE "R"

                  SUBORDINATION AGREEMENT AND POWER OF ATTORNEY





THIS SUBORDINATION AGREEMENT IS MADE EFFECTIVE THE 1st DAY OF October, 2003

BETWEEN:

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

                                     - and -

                       KABAKER FAMILY TRUST OF JULY 1998 a
                trust formed pursuant to the laws of the State of
                                   California,
                    (hereinafter referred to as the "Trust")


WHEREAS AYI,  DKWS,  John W. Kabaker,  Theolyn  Kabaker and the Trust have made,
executed and delivered a certain Asset Purchase Agreement dated as of October 1,
2003 (the "APA").

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

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

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

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the premises
and mutual  covenants  herein  contained and in consideration of the sum of FIVE
($5.00)  DOLLARS  now paid by AYI to the Trust  (receipt of and  sufficiency  of
which is hereby acknowledged) and for other good and valuable  consideration the
parties hereto and hereby agree as follows:

1.   Any  word,  term or phrase  that is  defined  in the APA and not  otherwise
     defined herein shall,  when used as a defined term in this Agreement,  have
     the same meaning that each  respectively has when used as a defined term in
     the APA.

2.   "Senior Indebtedness" means the principal of and interest on any and all:
     (c)  operating lines of credit for AYI; or
     (d)  financing  for the purpose of growing and expanding AYI and to provide
          additional  capital  for  brokerage  acquisitions  or other  insurance
          related assets;


<PAGE>

     which are, may be or may become  required by AYI, at present or at any time
     into the future.

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

1.   The Trust  agrees to execute  and  deliver to AYI the  Limited  Irrevocable
     Power of  Attorney  (attached  as  Schedule  "A" hereto and  forming a part
     hereof)  appointing Primo  Podorieszach as its agent and lawful attorney to
     act in accordance with the terms hereof and thereof.

1.   The Trust  covenants  and  agrees  that the  payment of the  principal  and
     interest on the Notes is hereby  expressly  subordinated  and subrogated in
     right of payment to the prior payment in full of all Senior Indebtedness of
     AYI.

1.   Notices to be given under this  Agreement  shall be given in writing to the
     Parties at the following respective addresses, namely:
     TO:               Addison York Insurance Brokers, Ltd.
                       355, 10333 Southport Road, SW
                       Calgary, Alberta, T2W 3X6
                       Attn: Primo Podorieszach
     TO:               Kabaker Family Trust Of July 1998
                       25 Wali Trail
                       Novato, California, 94947
                       Attn: John W. Kabaker
     or to such address as any Party may for itself  stipulate by written notice
     in accordance  with this paragraph 6, and any notice so sent by single,  or
     double  registered  mail shall be deemed  received  on the  seventh (7) day
     following  such posting  unless the contrary be proved,  the burden of such
     proof being that of the person whose receipt of such notice in question.

7.   This agreement  shall be governed by, and be construed in accordance  with,
     the laws of the State of California.  In addition, the parties hereto waive
     trail by jury and agree to submit to the personal jurisdiction and venue of
     a court of subject matter  jurisdiction


<PAGE>



     located in Marin County, State of California.

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

9.   Should any clause or other portion of this  Agreement be declared  illegal,
     void,  invalid,  or inoperative by any competent Court, then this Agreement
     shall be read as if such impugned clause or portion had never been included
     in the  Agreement,  and so as to give the  Agreement as full and forceful a
     reading as possible consistent with the deletion of such impugned clause or
     portion.

10.  In this Agreement, the masculine shall include the feminine and vice versa,
     the personal the  impersonal  and vice versa,  the individual the corporate
     and vice versa,  and the  singular  the plural and vice  versa,  all as the
     context may require.

11.  No purported amendment to, variation of, or departure from or indulgence of
     any term of, this Agreement shall be of any force or effect whatever unless
     and until evidence in writing and that writing  executed by all the Parties
     hereto in the same fashion as the execution hereof.

12.  Each party shall, at the request of any party, from time to time and at all
     times hereafter, execute and deliver all deeds, documents in writing and do
     all acts and  things  as may be  required  to carry  out the true  intended
     meaning of this Agreement.


IN WITNESS WHEREOF the Parties hereto have hereunder  caused to be set hands and
seals as at the date first above written.

ADDISON YORK INSURANCE BROKERS LTD.



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


KABAKER FAMILY TRUST OF JULY 1998


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


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



<PAGE>



                            SPECIAL POWER OF ATTORNEY
                            -------------------------


KNOW ALL MEN BY THESE PRESENTS THAT THE UNDERSIGNED

THE KABAKER FAMILY TRUST OF JULY 1998 DOES HEREBY make, nominate, constitute and
appoint Primo Podorieszach as the undersigned's True and Lawful Attorney for the
undersigned and in the name, place and stead and for the sole use and benefit to
act as agent for the  undersigned as described and set out in the  Subordination
Agreement between it and Addison York Insurance Brokers,  Ltd. dated the 1st day
of October, 2003 and to take all steps as agent as required by the Subordination
Agreement,  including  but not  limited  to, any  postponements  that need to be
executed  pursuant  to  Senior  Indebtedness  as set  out  in the  Subordination
Agreement.

And for all and every of the  purposes  aforesaid  DO HEREBY GIVE AND GRANT unto
Primo Podorieszach,  the said Attorney, full and absolute power and authority to
do and execute all acts,  deeds,  matters and things necessary to be done in and
about the premises.


IN WITNESS WHEREOF the undersigned has hereunto set its trustees's hand and seal
this 1st day of October, 2003.

KABAKER FAMILY TRUST OF JULY 1998


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


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



<PAGE>


                                  SCHEDULE "S"

                                DKWS LIABILITIES





<PAGE>


                                  SCHEDULE "T"

                                 EXCLUDED ASSETS


Certain artwork owned by John W. Kabaker and identified as follows:


1.   Howard Behrens;
2.   Leddy;
3.   Kostabi; and
4.   Charles Bragg.






<PAGE>


                                  SCHEDULE "U"

                               SECURITY AGREEMENT






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

     This Security Agreement (the "Agreement") is entered into as of October __,
2003 by and between Addison York Insurance Brokers,  Ltd. A Delaware corporation
(the  "Company"),  and the  Kabaker  Family  Trust of July 1998 (the  "Trust" or
"Creditor").

     WHEREAS, the Company,  the Trust, John W. Kabaker ("JWK"),  Theolyn Kabaker
("TK"),  and DKWS  Enterprises,  Inc.  ("DWKS") have executed that certain Asset
Purchase  Agreement  (the "APA") dated  effective the 1st day of October,  2003,
pursuant to which the Company will be acquiring  substantially all the assets of
DWKS and the Trust,  subject to the terms and conditions  contained therein, and
in exchange for the certain consideration  described therein,  including but not
limited to the two promissory notes described therein (the "Notes"); and

     WHEREAS,  it is a  condition  precedent  to the  Trust,  JWK,  TK, and DKWS
consenting to the terms and  conditions of the APA that the Company  execute and
deliver to Creditor a security  agreement in substantially  the form hereof,  in
order to secure the  obligations  of the Company  represented  by the Notes (the
"Obligations"); and

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

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


     1. Definitions. All capitalized terms used herein without definitions shall
have the respective  meanings provided therefor in the APA. The term "State", as
used  herein,  means the State of  Delaware.  All terms  defined in the  Uniform
Commercial  Code of the State and used  herein  shall have the same  definitions
herein as specified therein.  However,  if a term is defined in Article 9 of the
Uniform  Commercial Code of the State differently than in another Article of the
Uniform  Commercial  Code of the State,  the term has the meaning  specified  in
Article 9. The term "Obligations' as used herein, means all of the indebtedness,
obligations  and  liabilities  of  the  Company  to  Creditor,  individually  or
collectively,  whether  direct  or  indirect,  joint  or  several,  absolute  or
contingent,  due or to become due, now existing or hereafter arising under or in
respect of the APA or the Notes, or any other instruments executed in connection
with this Agreement.

     2. Grant of Security  Interest.  The Company hereby grants to Creditor,  to
secure the payment and performance in full of all of the Obligations, a security
interest in and so pledges and assigns to the Creditor the following properties,
assets  and  rights  of the  Company,  wherever  located,  whether  now owned or
hereafter acquired or arising, and all proceeds and products thereof (all of the
same being  hereinafter  called the  "Collateral"):  all  personal  and  fixture
property  of every  kind and  nature  including  without  limitation  all  goods
(including  inventory,   equipment  and  any  accessions  thereto),  instruments
(including     promissory     notes),     documents,     accounts     (including
health-care-insurance   receivables),   chattel  paper   (whether   tangible  or
electronic),  deposit  accounts,  letter-of-credit  rights  (whether  or not the
letter of credit is evidenced by a writing),  commercial tort claims, securities
and all other investment property,  supporting  obligations,  any other contract
rights or rights to the payment of money,  insurance  claims and proceeds,  tort
claims, and all general


<PAGE>

intangibles  including,  without limitation,  all payment intangibles,  patents,
patent   applications,   trademarks,   trademark   applications,   trade  names,
copyrights,  copyright  applications,  software,  engineering drawings,  service
marks, customer lists,  goodwill, and all licenses,  permits,  agreements of any
kind or nature pursuant to which the Company possesses, uses or has authority to
possess or use property  (whether  tangible or  intangible)  of others or others
possess,  use or have authority to possess or use property  (whether tangible or
intangible)  of the  Company,  and  all  recorded  data of any  kind or  nature,
regardless  of the  medium  of  recording  including,  without  limitation,  all
software, writings, plans, specifications and schematics.

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

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

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

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

     (b) The Company has the requisite power and authority to own its properties
and  assets.  All of the  Company's  properties  and assets  are  located at its
offices set forth on Exhibit  "B"  attached  hereto and  forming a part  hereof,
which  are also the  offices  at which the  Company  keeps  the  records  of its
patents, patent applications, trademarks and trademark applications.

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



                                       2

<PAGE>

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

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

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

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

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

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

     (a) The Company is the owner of or has other rights in or power to transfer
the  Collateral,  free  from  any  adverse  lien,  security  interest  or  other
encumbrance,  except for the security  interest  created by this Agreement,  the
security  interest  granted to Paragon  Capital  Corporation  Ltd. (the "Paragon
Interest") and other liens permitted by this Agreement, the APA and the exhibits
and schedules thereto;

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

     (c) The Company  holds no  commercial  tort claim  except as  indicated  on
Exhibit A; and,

     (d) The Company has at all times  operated its business in compliance  with
all applicable  provisions of the federal Fair Labor  Standards Act, as amended,
and with all  applicable  provisions  of federal,  state and local  statutes and
ordinances dealing with the control,  shipment, storage or disposal of hazardous
materials or substances and (1) all other information set forth on the Exhibit A
pertaining to the Collateral is accurate and complete.


                                       3

<PAGE>

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

     (a) The  Collateral  will be kept at the location  agreed to by the parties
and the  Company  will not remove the  Collateral  from such  location,  without
providing at least 30 days prior written notice to Creditor;

     (b) Except for the security  interest herein granted and liens permitted by
the Security  Agreement,  the Paragon Interest and the APA, or exhibits thereto,
the Company shall be the owner of the  Collateral  free from any lien,  security
interest or other encumbrance, and the Company shall defend the same against all
claims and demands of all persons at any time claiming the same or any interests
therein adverse to Creditor;

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

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

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

     (a) Company fails to pay all or any part of the accrued  interest or unpaid
principal on the Notes when and as the same becomes due and payable at maturity,
upon  prepayment,  by  acceleration  or  otherwise,  except  as  nonpayment  may
otherwise be allowed by the terms of the Notes;

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

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

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

     (e) The Company pursuant to or within the meaning of Bankruptcy Law:

          (i) commences a voluntary case;

          (ii)  consents  to the entry of an order for  relief  against it in an
involuntary case;

          (iii)  consents to the  appointment  of a  Custodian  of it for all or
substantially all of the its property; or



                                       4

<PAGE>

          (iv) makes a general assignment for the benefit of its creditors; or

     (f) A court of competent  jurisdiction  enters an order or decree under any
Bankruptcy Law that:

          (i) is for relief against Company in an involuntary case;

          (ii) appoints a Custodian for Company or for all or substantially  all
of its property; or

          (iii) orders the liquidation of Company;

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

     10.  Acceleration.  If any  Event  of  Default  occurs  and is  continuing,
Creditor,  by written notice to Company may declare the principal of and accrued
interest on the Notes to be  immediately  due and payable;  provided that in the
case of an Event of Default  described  in Section 9 (e) or (f), the Notes shall
become due and payable without further action or notice.

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

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

     13.  Governing  Law:  Consent  to  Jurisdiction.  This  Agreement  shall be
governed  by,  and  construed  in  accordance  with,  the  laws of the  state of
California.  The  Company  agrees  that  any suit  for the  enforcement  of this
Agreement may be brought in the courts of the State of California or any federal
court sitting  therein and consents to the  non-exclusive  jurisdiction  of such
court and to service of process in any such suit being made upon the  Company by
mail at the address set forth in the APA.

     14.  Miscellaneous.  The headings of each section of this Agreement are for
convenience  only and shall not  define or limit the  provisions  thereof.  This
Agreement  and all rights and  obligations  hereunder  shall be binding upon the
Company  and its  respective  successors  and  assigns,  and shall  inure to the
benefit  of  Creditor  and  its  successors  and  assigns.  If any  term of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity of
all other terms hereof shall in no way be affected  thereby,  and this Agreement
shall  be  construed  and  be  enforceable  as  if



                                       5

<PAGE>

such invalid, illegal or unenforceable term had not been included herein.


IN WITNESS  WHEREOF,  the Company and Creditor  have duly executed this Security
Agreement as of the ____ day of October, 2003.



                                        CREDITOR:


                                        KABAKER FAMILY TRUST OF JULY 1998


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


                                        And by:  /s/ Theolyn Kabaker
                                                ------------------------
                                                Theolyn Kabaker (trustee)




                                        COMPANY:

                                        ADDISON YORK INSURANCE BROKERS, INC.


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









                                       6


<PAGE>




                                  SCHEDULE "V"

                        MUNICIPAL DESCRIPTION OF PREMISES



1.   Suite 100, 1701 Novato Blvd., Novato, California, 94947;
2.   Suite 107, 1701 Novato Blvd., Novato, California, 94947; and
3.   Suite 205, 10350 Santa Monica Blvd., Los Angeles, California.




<PAGE>


                                  SCHEDULE "W"


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