Exhibit 10.7**BROKERAGE AGREEMENT****THIS BROKERAGE AGREEMENT**(the “Agreement”) is entered into as of this 8th day ofDecember, 2006, by and between CJD & Associates, L.L.C., a Kansas limited liability company(“CJD”), and First Life Brokerage, Inc., a Kansas corporation (“FLB”). CJD and FLB are referred toherein collectively as the “Parties,” and each individually as a “Party.”**WHEREAS**, CJD is a direct wholly owned subsidiary of Brooke Brokerage Corporation (“BBC”) andan indirect wholly owned subsidiary of Brooke Corporation (“BC”) and BBC, Brooke CreditCorporation, a Kansas corporation (“BCC”) and Brooke Franchise Corporation, a Missouri corporation(“BFC”) are each direct wholly owned subsidiaries of BC;**WHEREAS**, FLB and First Life America Corporation, a Kansas corporation (“FLAC”), are eachdirect wholly owned subsidiaries of First American Capital Corporation, a Kansas corporation(“FACC”);**WHEREAS**, CJD is currently engaged in the businesses of (a) consulting with managing generalagents and managing agencies regarding (i) acquisitions of managing general agencies, (ii)financing of such acquisitions or other activities or needs of managing general agencies, and (iii)other borrower’s assistance services; (b) referring such managing general agents and managinggeneral agencies to BCC for the purpose of obtaining commercial loans from BCC for suchacquisitions, activities or needs (such loans, the “MGA Loans”) and (c) providing collateralpreservation services to BCC with respect to MGA Loans (such businesses, collectively, the “MGALoan Brokerage Business”), for which CJD receives a fee from the borrower that may be funded byBCC’s loan to the borrower and/or compensation from BCC for collateral preservation services;**WHEREAS**, CJD is currently also engaged in business as a wholesale property and casualtyinsurance broker, specializing in excess and surplus lines brokerage services pursuant to which CJDassists unaffiliated insurance agents and franchisees of BFC (“Brooke Franchisees”) in finding fortheir customers insurance coverage for hard-to-place and niche risks (“CJD’s E&S BrokerageBusiness”);**WHEREAS**, CJD is not currently engaged in the life insurance brokerage business;**WHEREAS**, FLB is currently engaged in the business of brokering life, health, disability, andannuity products underwritten by insurance companies other than FLAC (the “Life Insurance BrokerageBusiness”);**WHEREAS**, BC and FACC are parties to a Stock Purchase and Sale Agreement dated October 6, 2006(the “Stock Agreement”), pursuant to which, in part, the parties thereto agreed that BC would causeCJD and FACC would cause FLB to execute and deliver at the closing of the Stock Agreement abrokerage agreement by which all of the future life insurance brokerage business of CJD and FLB andall of the future MGA loan brokerage business of CJD and FLB shall be conducted by FLB;**WHEREAS**, the Parties are entering into this Agreement pursuant to Section 1.2(b) of the StockAgreement;
 
 

 
**WHEREAS**, the agreements of the Parties in this Agreement are material inducements to Brookeand FACC to enter into and perform under the Stock Agreement and the agreements of FACC in theStock Agreement are a material inducement to CJD to enter into and perform under this Agreement;and**WHEREAS**, CJD and FLB desire to set forth in this Brokerage Agreement the terms and agreementsby which (1) FLB will conduct new MGA Loan Brokerage Business after the date hereof, (2) FLB willconduct the Life Insurance Brokerage Business after the date hereof; and (3) CJD will not conductany new MGA Loan Brokerage Business or any Life Insurance Brokerage Business after the date hereof;**NOW, THEREFORE,**in consideration of the foregoing recitals, the premises, and the mutualpromises covenants, conditions and undertakings contained herein, the Parties agree as follows:**1. MGA Loan Brokerage Business.**Effective on the date of this Agreement first set forth above(the “Effective Date”), (a) FLB shall commence conducting in a diligent manner at FLB’s expense theMGA Loan Brokerage Business with respect to which no written consulting agreements or writtenborrower’s assistance plans have been executed by CJD and customers prior to such date (“FLB’s MGALoan Brokerage Business”), (b) CJD shall discontinue its MGA Loan Brokerage Business conductedprior to such date, except with respect to the completion of any outstanding rights and obligationsunder written consulting agreements or written borrower’s assistance plans between CJD andcustomers executed prior to such date, written collateral preservation agreements between CJD andBCC executed prior to such date, or written consulting agreements between CJD and third-partyconsultants executed prior to such date by which such consultants perform some or all of CJD’sobligations under collateral preservation agreements with BCC, as listed on Schedule 1 attachedhereto (all MGA Loan Brokerage Business conducted by CJD prior to such date and, pursuant to thisSubsection 1(b), after such date to be referred to herein as “CJD’s MGA Loan Brokerage Business”),(c) CJD shall provide to FLB information regarding its business methods, processes and know-howtheretofore utilized by CJD in connection with CJD’s MGA Loan Brokerage Business, (d) CJD shall, onand after such day, refer to FLB any MGA Loan Brokerage Business leads or inquiries (i) theretoforereceived by CJD, but for which no written contracts or written and binding commitments have beenentered into, and (ii) thereafter received by CJD, (e) CJD shall consult with FLB on specific MGALoan Brokerage Business opportunities, (f) CJD shall make its MGA industry contact listingsavailable to FLB, and (g) CJD shall not refer to any of its affiliates (other than FLB) any MGALoan Brokerage Business leads or inquiries or consult with such affiliates on MGA Loan BrokerageBusiness opportunities. After any cessation by FLB of FLB’s MGA Loan Brokerage Business for anyperiod of thirty (30) consecutive calendar days after the date hereof for any reason, then, if FLBfails to resume the MGA Loan Brokerage Business within ten (10) calendar days after delivery ofwritten notice from CJD to FLB, nothing herein shall thereafter (i) preclude CJD from engaging inany MGA Loan Brokerage Business, (ii) preclude CJD from referring any MGA Mortgage Loan BrokerageBusiness to an individual, entity or business other than FLB, or (iii) require CJD to perform anyobligations under Sections 1 or 4 of this Agreement.**2. Life Insurance Brokerage Business.**FLB shall continue to conduct its Life InsuranceBrokerage Business diligently and in the ordinary course of its business. CJD agrees that it willnot engage in the Life Insurance Brokerage Business and will refer to FLB all life insurancebrokerage inquiries that CJD receives from states in which FLB is licensed as a life insurancebroker. Nothing herein shall preclude CJD from (a) engaging in the Life Insurance BrokerageBusiness after any cessation by FLB of either its Life Insurance Brokerage Business or     BROKERAGE AGREEMENT 2 December 8, 2006
 
 

 
FLB’s MGA Loan Brokerage Service, or (b) referring at any time life insurance brokerageinquiries from states in which FLB is not then licensed as a life insurance broker to parties otherthan FLB.**3. President.**FLB and CJD agree that Michael S. Hess (“Hess”) shall be elected President ofFLB as soon as practicable on or after the Effective Date and CJD agrees that it will release Hessfrom any employment obligations effective January 1, 2007. FLB agrees that its Board of Directorswill take any and all actions necessary to elect Hess President in accordance with this Section 4.**4. Consulting by CJD.**CJD shall allow FLB the reasonable use of CJD employees (for so long asthey are employed by CJD) involved in CJD’s MGA Loan Brokerage Business, provided that FLB shallreimburse CJD as mutually agreed upon by FLB and CJD. In no event shall the reimbursement cost toFLB exceed the hourly cost of services provided by any such employee based on his or her hoursspent in providing such services and his or her hourly rate of wages or base salary with CJD at thetime such services are provided.**5. Exclusions.**(a) FLB acknowledges and agrees that CJD’s E&S Brokerage Business; any consulting,borrower’s assistance, collateral preservation, or other services provided by CJD to thefuneral home/death care/final expense industry or any industry other than the managinggeneral agent/agency industry; the management of Bermuda captive insurance companies; andany business in which CJD is engaged on the date hereof or shall become engaged in thefuture, other than FLB’s MGA Loan Brokerage Business and the Life Insurance BrokerageBusiness, are expressly excluded from the obligations of CJD under this Agreement and CJDshall be entitled to engage in any and all businesses other than FLB’s MGA Loan BrokerageBusiness and the Life Insurance Brokerage Business after the Effective Date.(b) FLB acknowledges and agrees that any obligations, limitations or restrictions inthis Agreement applicable to CJD shall not apply to any affiliate of BC other than CJD. Forpurposes of this Agreement, an “affiliate” of a specified entity is an entity thatdirectly, or indirectly through one on more intermediaries, controls, or is controlled by,or under common control with, the person specified.(c) FLB and CJD agree that the obligations, limitations and restrictions imposed uponCJD shall not obligate, limit or restrict the ability of Brooke Franchisees to broker,solicit or sell life insurance or annuity products, or any other products or services,directly to customers (regardless of whether or not such customers are customers of FLB orany of its affiliates) or through any other broker or agent (other than Life InsuranceBrokerage Business through CJD) or otherwise obligate, limit or restrict Brooke Franchiseesin any respect. Nothing herein shall prevent FLB from providing Life Insurance BrokerageServices directly to customers of Brooke affiliates or Brooke Franchisees or through suchBrooke affiliates or Brooke Franchisees, provided that any provision of Life InsuranceBrokerage Services by FLB through Brooke affiliates (other than FLB, if then a Brookeaffiliate) or Brooke Franchisees shall be subject to BFC’s prior approval and pursuant to awritten agreement between the applicable Brooke affiliate and not pursuant to any directagreement between FLB and a Brooke Franchisee.     BROKERAGE AGREEMENT 3 December 8, 2006
 
 

 
**6. FLB Financial Statements**. After the Effective Date and through the date when FACC publishesits consolidated financial statements for the fiscal quarter ended September 30, 2009, FLB shallprepare in accordance with generally accepted accounting principles (except for the absence offootnotes solely applicable to FLB) no less frequently than quarterly (based on FACC’s fiscalquarters unless otherwise agreed by FLB and CJD) and provide to CJD financial statements of FLBthat are (a) separate from any consolidated or other financial statements of FACC or any other FACCaffiliate, and (b) reviewed by an independent accounting firm in the same manner that suchaccounting firm would review the quarterly financial statements of FACC. Such review of FLBfinancial statements may be conducted by the same independent accounting firm as conducts auditsand reviews of FACC’s financial statements that are included in FACC’s filings with the Securitiesand Exchange Commission.**7. Indemnification**.(a) FLB hereby agrees to indemnify and hold CJD and its affiliates (other than FLB, ifan affiliate), and the officers, directors, agents and employees of CJD and such affiliates(collectively, the “CJD Indemnitees”) harmless from and against any and all liabilities,losses, damages, expenses, fines and penalties of any kind, including reasonable attorneys’fees and disbursements, incurred by any of the CJD Indemnities as a result of any claimmade against any of the CJD Indemnitees by any third party arising out of provision of anyMGA Loan Brokerage Services by FLB, provision of any Life Insurance Brokerage Services byFLB, the conduct of any business by FLB other than the provision of MGA Loan BrokerageServices or Life Insurance Brokerage Services, the performance by FLB of any of itsobligations under this Agreement, or the failure by FLB to perform any of its obligationsunder this Agreement.(b) CJD hereby agrees to indemnify and hold FLB and its affiliates (other than CJD, ifan affiliate), and the officers, directors, agents and employees of FLB and such affiliates(collectively, the “FLB Indemnitees”) harmless from and against any and all liabilities,losses, damages, expenses, fines and penalties of any kind, including reasonable attorneys’fees and disbursements, incurred by any of the FLB Indemnities as a result of any claimmade against any of the FLB Indemnitees by any third party arising out of provision of theMGA Loan Brokerage Services by CJD, the conduct of any business by CJD other than theprovision of MGA Loan Brokerage Services, the performance by CJD of any of its obligationsunder this Agreement, or the failure by CJD to perform any of its obligations under thisAgreement.**8. Press Releases and Public Announcements**. No Party shall issue any press releaseor make any public announcement relating to the subject matter of this Agreement without the priorwritten approval of the other Parties.**9. Entire Agreement**. This Agreement constitutes the entire agreement among the Parties andsupersedes any prior understandings, agreements, or representations by or among the Parties,written or oral, to the extent they relate in any way to the subject matter hereof.**10. Succession and Assignment**. This Agreement shall be binding upon and inure to the benefitof the Parties named herein and their respective successors and permitted assigns. No Party mayassign either this Agreement or any of its rights, interests, or obligations hereunder without theprior written approval of the other Party. This Agreement is assignable in whole or in part by BBC.     BROKERAGE AGREEMENT 4 December 8, 2006
 
 

 
**11. Counterparts**. This Agreement may be executed in two or more counterparts (including bymeans of facsimile), each of which shall be deemed an original but all of which together willconstitute one and the same instrument.**12. Headings**. The section headings contained in this Agreement are inserted for convenienceonly and shall not affect in any way the meaning or interpretation of this Agreement.**13. Notices**. All notices, requests, demands, claims, and other communications hereunder shallbe in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemedduly given (i) when delivered personally to the recipient, (ii) one (1) business day after beingsent to the recipient by reputable overnight courier service (charges prepaid), (iii) one (1)business day after being sent to the recipient by facsimile transmission or electronic mail, or(iv) four (4) business days after being mailed to the recipient by certified or registered mail,return receipt requested and postage prepaid, and addressed to the intended recipient as set forthbelow:If to FLB:President