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SERVICING AGREEMENT
BETWEEN
BROOKE CORPORATION
AND
FIRST AMERICAN CAPITAL CORPORATION
  WHEREAS
 NOW THEREFORE
 1.
    
    The Services.a.
    
    BROOKE shall provide to FACC the services described in Exhibit A, Schedule of
Services, attached hereto (which services are hereinafter referred to as the Services).
BROOKE shall have no obligation to perform any services or have any obligations pursuant
to this Agreement, except as specifically set forth on Exhibit A, or otherwise
specifically set forth in this Agreement. BROOKE shall perform the Services in accordance
with all laws and its customary standards, policies and procedures in performing similar
obligations with respect to similarly situated third parties. BROOKE shall not be
required to expand its facilities, incur capital expenses, maintain the employment of any
specific personnel or employ additional personnel in order to provide the Services to
FACC. In providing the Services, BROOKE, as it deems necessary or appropriate in its
reasonable discretion, may use its personnel and/or employ the services of third parties
for the efficient performance of any of the Services. BROOKE shall notify FACC of any
event involving a disruption in the performance of the Services or any possible breach of
security potentially affecting information of FACC or its customers or the facilities of
FACC.b.
    
    FACC shall, in a timely manner, take all actions as may be reasonably necessary or
desirable to enable or assist BROOKE in the provision of the Services, including, but not
limited to, providing necessary information and specific written authorizations, consents
and signatures, and Brooke shall be relieved of its obligations hereunder to the extent
that FACCs failure to take any such action renders performance by Brooke of such
obligations unlawful or impracticable.
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3.
    
    Contract Sum.a.
    
    Fees. In consideration of the performance of the Services by BROOKE, FACC
shall pay to BROOKE the fees set forth in the Schedule of Fees attached hereto as
Exhibit B (the Contract Sum) at the times and in accordance with Exhibit
B. The Contract Sum shall be the sole compensation due BROOKE in connection with its
performance of the Services.b.
    
    Expenses. Unless otherwise agreed in writing, BROOKE shall be entitled to
reimbursement from FACC for out-of-pocket expenses incurred in the performance of the
Services unless BROOKE is specifically responsible for such amounts as set forth on the
Schedule of Brooke-Paid Expenses attached hereto as Exhibit C. BROOKE shall
provide to FACC an invoice setting forth any expenses to which it is entitled to
reimbursement under this Subsection 3b and payment of the invoice amount due shall be due
on or before the 20th calendar day after the date of the invoice.c.
    
    Third Party Fees and Expenses. Unless otherwise agreed in writing, FACC shall
be responsible for fees incurred in connection with retaining any additional independent
contractors, subcontractors, outside counsel, external accountant or auditors, internal
audit consultants, tax consultants and tax preparers, or other third parties in connection
with performing the Services. Such reasonable fees and expenses of such persons shall be
paid directly by FACC or, at BROOKEs option, paid by BROOKE and reimbursed by FACC after
invoice in accordance with the reimbursement of expense provisions contained in Subsection
3b of this Agreement.
 Events of Default by BROOKE
 a.
    
    failure on the part of BROOKE duly to observe or perform in any material respect any
of the covenants or agreements on the part of BROOKE set forth in this Agreement which
continues unremedied for a period of ten (10) days after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given to BROOKE by
FACC (unless such failure is the result of FACCs failure to observe or perform any of its
obligations hereunder, in which case BROOKEs failure shall not constitute an event of
default);orb.
    
    a decree or order of a court or agency or supervisory authority having jurisdiction
in the premises in an involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law or appointing a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against BROOKE and such decree or order shall have remained in force
undischarged or unstayed for a period of sixty (60) days; orc.
    
    BROOKE shall consent to the appointment of a trustee, conservator or receiver or
liquidator in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to BROOKE or of or relating to all or
substantially all of the property of BROOKE; or
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d.
    
    BROOKE shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations or take any action in furtherance of the
foregoing.5.
    
    Events of Default by FACC. The following shall constitute FACC Events of
Default hereunder by FACC:a.
    
    any failure by FACC to make any payment required to be made by FACC to BROOKE in
accordance with Section 3 of this Agreement; orb.
    
    any failure on the part of FACC duly to observe or perform in any material respect
any other of the covenants or agreements on the part of FACC set forth in this Agreement
or any governing document by and between FACC and BROOKE for the transactions being
serviced which continues unremedied for a period of ten (10) days after the date on which
written notice of such failure, requiring the same to be remedied, shall have been given
to FACC by BROOKE; orc.
    
    a decree or order of a court or agency or supervisory authority having jurisdiction
in the premises in an involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law or appointing a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against FACC and such decree or order shall have remained in force
undischarged or unstayed for a period of sixty (60) days; ord.
    
    FACC shall consent to the appointment of a trustee, conservator or receiver or
liquidator in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to FACC or of or relating to all or
substantially all of the property of FACC; ore.
    
    FACC shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations or take any action in furtherance of the
foregoing.6.
    
    Remedies.a.
    
    Remedies of FACC. If a BROOKE Event of Default shall occur, FACC (i) may
terminate this Agreement by giving not less than ten (10) days prior written notice to
BROOKE, and (ii) shall be entitled to any and all other rights and remedies under law or
in equity.b.
    
    Remedies of BROOKE. If a FACC Event of Default shall occur, BROOKE (i) may
terminate this Agreement and any further obligations hereunder by giving not less than ten
(10) days prior written notice to FACC, and (ii) shall be entitled to any and all other
rights and remedies under law or in equity.c.
    
    Payment of Fees Upon Termination. Whether this Agreement is terminated
through Section 2 or Section 6, BROOKE shall be entitled to be paid any and all
fees and reimbursements which remain accrued and unpaid through the final date of the
rendering
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of the Services. In addition, within five (5) business days after any termination, BROOKE
will return any of FACCs materials used in performing the Services at FACCs expense. The
terms and provisions of this Section 6(c) shall survive any termination of this Agreement.
 d.
    
    Limitation of Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES. Additionally, FACC acknowledges
that BROOKE is merely providing a service for a fee under this Agreement. Accordingly,
BROOKE shall not be liable to FACC under this Agreement under any circumstances for any
amounts in excess of any fees paid to BROOKE hereunder. BROOKE MAKES NO REPRESENTATIONS OR
WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES AND FACC SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. The terms and provisions of this Section 6(d) shall
survive any termination of this Agreement.e.
    
    Indemnification by FACC. FACC hereby agrees to indemnify and hold BROOKE and
its affiliates, officers, directors, agents and employees (collectively, the BROOKE
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 the Brooke Indemnities as a result of any claim made against
any of the Brooke Indemnitees by any third party arising out of provision of the Services
(except to the extent, and only to the extent, of BROOKEs liability to FACC provided in
Subsection 6(d) above).
 Notices
 If to FACC:
    
    First American Capital Corporation1303 W. First American PlaceTopeka, KS 66604Attn: PresidentFAX: (785) 267-7079If to BROOKE:
    
    Brooke Corporation10950 Grandview DriveSuite 600Overland Park, Kansas 66210Attn: PresidentFax: (913) 339-6328
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Independent Contractor Exhibit
A
 Non-Exclusivity
 Confidentiality if
 Governing Law
 Successors and Assigns
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Severability
 Entire Agreement; Modification
 Counterparts
 Headings
 Waiver
 Construction
 Mediation
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Arbitration
   7




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IN WITNESS WHEREOF
 FIRST AMERICAN CAPITAL CORPORATION (FACC)/s/ John F. Van EngelenBy:
    
    John F. Van EngelenTitle:
    
    President and Chief Executive Officer
 BROOKE CORPORATION (BROOKE)/s/ Anita LarsonBy:
    
    Anita LarsonTitle:
    
    President and Chief Operating Officer
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EXHIBIT A
 Schedule of Services
   
    
    Coordinate employee recruiting activities
    
    Develop and maintain relationship with Internet recruiting services
    
    Assist in employee relations and retention
    
    Provide manager counseling and advisory services
    
    Conduct employee investigations
    
    Maintain personnel files
    
    Assist in the design and implementation of human resources policies and procedures
    
    Monitor changes in employment practices laws
    
    Implement practices to reduce employment practice liability exposures
    
    Investigate and work to resolve employee relation issues and complaints
    
    Consult with managers regarding personnel issues
    
    Design and conduct management training with respect to employment practices issues
    
    Assist in evaluation and discipline process
    
    Assist in termination process (e.g. exit interviews, pre and post termination consultations with
management);
    
    Manage and assist in preparation of job descriptions
    
    Assist in compliance with applicable laws
    
    Coordinate third-party training
    
    Assist in preparation of employment agreements and forms
    
    Provide benefit administration and communication
    
    Assist in the design and selection of benefit packages and providers
    
    Conduct salary surveys
    
    Manage performance evaluation process
    
    Manage FMLA and leave of absence policies and procedures
    
    Provide workers compensation administration and OSHA reporting
  
    
    Payroll processing
    
    Solve problems concerning payroll and enforce payroll policies.
    
    Compile payroll data such as garnishments, vacation time, insurance and retirement plan deductions.
    
    Administer time and attendance system for accuracy and completeness
    
    Process weekly transfer of payroll data to ADP or other third-party payroll service provider
    
    Provide applicable state and federal wage and hour compliance services
    
    Prepare reports for management (gross payroll, hours worked, vacation accrual, tax deductions, benefit deductions,
etc.)
    
    Provide access to payroll service provider
    
    Respond to employee questions
    
    Process payroll deductions
    
    Determine if vendor charges for benefits are accurate
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
    
    Assist with dispute resolution and litigation relating to employment and general corporate matters
    
    Assist in the development and maintenance of FACC policies
    
    Assist with problem resolution
    
    Negotiate, draft, review, revise, interpret, enforce and terminate contracts
    
    Coordinate responses to consumer and regulatory complaints and investigations
    
    Assist with corporate governance
 
    
    FACC and subsidiary corporate secretary services
    
    Coordinate distribution of information to Board of Directors and Board Committees
    
    Schedule Board and Committee meetings
    
    Coordinate Board and Board Committee education
    
    Maintain FACC governance books and records
 
    
    Intellectual property assistance
 
    
    Seek and maintain service marks and trademark registrations
    
    Seek and maintain patents
 
    
    Securities compliance
 
    
    Coordinate and compile reports and other filings required to be filed by FACC pursuant
to federal or state securities laws
    
    Coordinate and prepare stock exchange listing applications and prepare reports,
certifications, notices and other filings required by applicable stock exchange rules
    
    Coordinate and assist directors and officers with Section 16 and other insider trading
compliance
  
    
    Consolidate subsidiary accounting information into FACCs financial statements
    
    Work with FACCs operations personnel to get information required for accounting purposes
    
    Coordinate FACCs internal audit activities
    
    Facilitate and collaborate work of consultants and others hired to assist with FACC internal audit process
    
    Coordinate audit activities with external auditors
    
    Facilitate and collaborate work for external auditors
    
    Coordinate budget preparation
    
    Coordinate preparation of income tax returns, property tax returns and other tax reports and returns by
external tax professionals
    
    Track fixed assets
    
    Coordinate preparation of financial information for state statutory filings and SEC and any stock exchange
reports and filings
    
    Assist with the establishment or enhancement of processes, controls, procedures and methods pertaining to
financial reporting
  
    
    Provide or assist in procuring insurance
    
    Provide information about insurance policies
  
    
    Develop, coordinate, track and release press releases
    
    Develop, design and coordinate corporate identity, FACC message and public relations
    
    Coordinate trademark protection, trade name protection and logo usage
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EXHIBIT B
 Schedule of Fees
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EXHIBIT C
 Schedule of Brooke-Paid Expenses
  
  12