<PAGE>

                                                                   Exhibit 10.19

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.

                                    AGREEMENT


         BETWEEN Morstan General Agency, Inc. with offices located at 5 Dakota
Drive CB 5004, Lake Success, N.Y. 11042, (hereinafter referred to as "the
Broker") and Tower Risk Management Corp., 110 William Street, 4th Floor, New
York, New York 10038, (hereinafter referred to as "TRM") made the 17th day of
April, 1996.

Whereas, TRM is authorized to represent various insurance companies (hereinafter
collectively referred to as "the Company") enumerated on Schedule A annexed
hereto, to perform various underwriting, claims and insurance company functions
on the Company's behalf; and

Whereas the Broker desires to place business with the Company and the Company
desires to write acceptable offerings meeting the Company's underwriting
standards through TRM,

Therefore, in consideration of the mutual covenants, promises and considerations
herein set forth, TRM and the Broker agree as follows:

         1.       The Broker warrants that it has a Broker's License for the
                  State of New York, that will be valid and in force at the time
                  any policy places hereunder incepts or is renewed. Should the
                  Broker breach this requirement and not give proper notice to
                  TRM, Broker agrees to indemnify TRM and the Company for any
                  penalties it shall incur.

         2.       TRM agrees to allow the Broker a commission as stated on
                  Schedule B annexed hereto on any business submitted to TRM by
                  the Broker. TRM shall have the right at its discretion to
                  change the commission in any manner and at any time after the
                  effective date of such change. If TRM shall refund premiums
                  under any contract of insurance for any cause, including but
                  not limited to canceled liability or reduced premiums, then
                  the Broker shall immediately repay to TRM the commission
                  originally retained or received by the Broker on the amount of
                  premiums so refunded.

         3.       The Broker agrees to guarantee to TRM the payment of thirty
                  (30%) percent of the premium. The entire balance of the policy
                  premium is due within (30) days of the Broker's receipt of
                  policy. Any credit extended by the Broker to the insured or
                  any others, to whom policies are being issued, shall be at the
                  Broker's sole risk and premiums shall be paid to TRM when due,
                  whether or not they are collected by the Broker.

                  Failure by TRM to insist on the strict compliance of the
                  payment terms set forth herein shall not waive or prejudice
                  TRM and/or the Company's rights under this Agreement to
                  enforce any terms and conditions.
<PAGE>

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.

         4.       The parties hereto further agree that in the event the Broker
                  is unable to obtain payment of audit premiums, the Broker
                  shall fully cooperate with TRM in any efforts to collect
                  additional premiums.

         5.       The Broker shall have no authority to nor shall he/she
                  represent himself/herself as having the authority to nor shall
                  he/she do or allow any of the following:

                  (a)      Solicit or accept proposals or bind TRM and/or the
                           Company for insurance coverage unless such coverage
                           is approved by TRM.

                  (b)      Make, accept or endorse any instruments or otherwise
                           incur any liability on behalf of TRM and/or the
                           Company.

                  (c)      Waive premium payments or extend the time for the
                           payment of premiums or other monies due.

                  (d)      Institute, prosecute or maintain any legal
                           proceedings in connection with any matters pertaining
                           to TRM and/or the Company's business.

                  (e)      Directly or indirectly solicit any insurance at any
                           reduction or deviation from the rates, terms or
                           conditions specified thereto by TRM on behalf of the
                           Company.

                  (f)      Transact business in contravention of the rules and
                           regulations of any governmental authority having
                           jurisdiction over the parties hereto or the matters
                           or businesses contemplated herein.

                  (g)      Offer or pay any rebate of premium other than as
                           permitted under applicable law and the guidelines
                           issued by TRM on behalf of the Company from time to
                           time.

                  (h)      Make any representation to applicants or policy
                           holders regarding the existence of coverage or the
                           coverage under a policy which are not consistent with
                           the actual terms and conditions of the policy.

                  (i)      The Broker shall not place any advertisement
                           respecting TRM and/or the Company in any publication,
                           or issue or distribute any circular or paper
                           referring to TRM and/or the Company without TRM's
                           prior written consent.

         6.       The parties hereto further agree that the insurance issued by
                  TRM on behalf of the Company is not subject to flat
                  cancellation unless the Broker provides the following to TRM
                  within forty five (45) days of the effective date of the
                  policy:
<PAGE>

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.

                  (a)      The original policy or signed cancellation request
                           policy release form; and

                  (b)      Proof of duplicate coverage with another carrier
                           covering the period during which the insurance issued
                           by TRM on behalf of the Company was in effect.

         7.       It is further agreed by the parties hereto that this Agreement
                  shall become effective when accepted by TRM and supersedes all
                  previous agreements, whether oral or written, and this
                  Agreement may be terminated by either party upon thirty (30)
                  days prior written notice to the other of such termination.

         8.       Upon termination of this Agreement, the Broker shall complete
                  the collection of and account to TRM and/or the Company for
                  all premiums or other transactions unaccounted for at the time
                  of termination or arising thereafter with respect to insurance
                  covered by this Agreement. This clause shall survive the
                  termination of this Agreement.

         9.       This Agreement may also be cancelled immediately by TRM and/or
                  the Company at its option, either upon the breach of this
                  Agreement by the Broker, illegal act of the Broker or upon the
                  delinquency by the Broker in the payment of balances due TRM
                  and/or the Company. In the event TRM and/or the Company elects
                  to cancel this Agreement for violation of the terms herein by
                  the Broker, the Broker relinquishes all rights or claims to
                  subsequent renewal commissions or additional premium
                  commissions, insofar as such may be necessary to satisfy TRM
                  and/or the Company's interest under this Agreement.

         10.      All records of the Broker pertaining to any policy or binder
                  hereunder shall be subject to inspection at any reasonable
                  time by any representative of TRM and/or the Company. The
                  provisions of this section, which are binding upon the parties
                  subsequent to the termination of this Agreement, shall survive
                  such termination until all obligations are finally discharged.

         11.      No assignment of this Agreement shall be valid unless
                  authorized in advance in writing by TRM.

         12.      The Broker hereby agrees to indemnify and save harmless TRM
                  and the Company from any and all loss or claims which result
                  from real or alleged negligent or willful acts of the Broker,
                  or the servants, agents or employees of the Broker in the
                  performance of duties under this Agreement.

         13.      Forbearance, neglect or failure by TRM and/or the Company to
                  enforce any or all of the provisions of this Agreement or to
                  insist upon strict compliance by the Broker shall not be
                  construed as a waiver of any of TRM's or the Company's rights
                  or privileges. A waiver of a past act or circumstance shall
                  not constitute or be a course of conduct or waiver of any
                  subsequent action or circumstance.

<PAGE>

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.

         14.      If any separable provision hereof shall be held to be invalid,
                  or unenforceable under the laws or Insurance Department
                  regulations now or hereafter in effect in the State of New
                  York, such invalidity or unenforceability shall not affect any
                  other provision hereof.

         15.      The Broker shall forward promptly to TRM and/or the Company
                  all correspondence pertaining to this Agreement received from
                  any insurance regulatory agency.

         16.      The Broker agrees to cooperate fully with TRM and/or the
                  Company and to facilitate the investigation and adjustment of
                  any claim when requested by TRM and/or the Company.

         17.      TRM and/or the Company shall have the right at any time to
                  cancel any policy binder or contract of insurance in
                  accordance with the applicable insurance laws and regulations.

         18.      This Agreement shall be construed in accordance with and be
                  governed by the laws of the State of New York.



<PAGE>

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.

         IN WITNESS WHEREOF, this Agreement has been executed in duplicate by
the parties hereto, the day and year first above written.

Accepted and Effective on this 17th day of April, 1996.


                                      BY:     /s/
                                            ----------------------------------

                                      TITLE:  President
                                            ----------------------------------

                                      LIC. NO.: PC-789877
                                            ----------------------------------

                                      EMPLOYER'S ID OR S.S. NO.:11-3140017




Accepted and Effective on this 17th day of April, 1996.


                                      Tower Risk Management Corp.


                                      BY:     /s/
                                            ----------------------------------

                                             James J. Harley

                                      TITLE: Vice President






                               FOR OFFICE USE ONLY

PRODUCER'S CODE:         2          1          1       -       0          0

<PAGE>

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.

                                   SCHEDULE A


The following insurance companies enumerated below have authorized TRM to
perform all underwriting and claims functions on their behalf:

1.       Navigators Insurance Company

         NAIC #:  42307

2.       Legion Insurance Company

         NAIC #:  24422

<PAGE>



                                   SCHEDULE B


                   Producer Commission rates for TRM products



Producer:               Morstan General Agency, Inc.

Date:                   April 17, 1996
--------------------------------------------------------------------------------


*

The commission rates set forth above supersede all prior commission rates and
any other method of compensation established by the Company prior to the above
date.

<PAGE>

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.

                                   ADDENDUM #1

This Addendum #1 is made part of and is subject to the conditions of the
Broker's Agreement dated April 17, 1996 between Tower Risk Management and
Morstan General Agency

1.       *

2.       The Agent's binding authority for the Homeowners line of business is
         subject to the most current underwriting selection rules released by
         the Company.

3.       The payment of Homeowners premiums will be as follows:

           |_|    Direct billing of the policy premium due to either the named
                  insured or mortgagee; or

           |_|    Collection of forty percent (40%) of the policy premium at the
                  time of binding with the balance direct billed in two (2)
                  equal installments of thirty percent (30%);

4.       The Agent's commission will be paid directly to the Agent on a monthly
         basis on premium collected.

All other terms and conditions of the existing Brokers Agreement shall remain as
is.

                                    MORSTAN GENERAL AGENCY

                  BY:               /s/
                                    -----------------------------------
                                    Jay Levy

                  TITLE:            President
                                    -----------------------------------


                  DATE:             1/4/99
                                    -----------------------------------


                                    TOWER RISK MANAGEMENT

                  BY:               /s/
                                    -----------------------------------
                                    Dennis J. Hewston

                  TITLE:            VICE PRESIDENT
                                    -----------------------------------


                  DATE:             January 7, 1999
                                    -----------------------------------

<PAGE>

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.

                        ADDENDUM TO PRODUCER'S AGREEMENT




         *

         All other terms and conditions of the existing Producer Agreement and
the Agency shall remain as is.

Dated:   New York, New York         COMPANY:
         February 17, 1995
                                    TOWER INSURANCE COMPANY OF NEW YORK

                                    By:      /s/
                                             -----------------------------------
                                             James J. Harley
                                             Vice President of Marketing


                                    AGENCY:

                                    MORSTAN/LMG/BRISCO GROUP, INC.

                                    By:      /s/
                                             -----------------------------------
                                             President



<PAGE>

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.


                                    ADDENDUM

This Addendum is made part of and is subject to the conditions of the Broker's
Agreement between Tower Risk Management and Morstan Gen. Agency, Inc., of NY.

1.       *

2.       The Agent's binding authority for the Dwelling Fire line of business is
         subject to the most current underwriting selection rules released by
         the Company.

3.       The payment of Dwelling Fire policy premiums will be as follows:

              |_| Direct billing of the policy premium due to either the named
                  insured or mortgagee; or

              |_| Collection of forty percent (40%) of the policy premium at the
                  time of binding with the balance direct billed in two (2)
                  equal installments of thirty percent (30%);

4.       The Agent's commission will be paid directly to the Agent on a monthly
         basis on premium collected.

All other terms and conditions of the existing Broker Agreement shall remain as
is.

                                    MORSTAN GENERAL AGENCY, INC., OF NY

                  BY:               /s/
                                    -----------------------------------

                  TITLE:            President
                                    -----------------------------------


                  DATE:             5/4/00
                                    -----------------------------------


                                    TOWER RISK MANAGEMENT

                  BY:               /s/
                                    -----------------------------------
                                    Helen H. Lee

                  TITLE:            SENIOR VICE PRESIDENT
                                    -----------------------------------


                  DATE:             May 11, 2000
                                    -----------------------------------