**Exhibit 10.41****IRWIN COMMERCIAL FINANCE CORPORATION****FIRST AMENDED AND RESTATED SHAREHOLDER AGREEMENT**     THIS FIRST AMENDED AND RESTATED SHAREHOLDER AGREEMENT (this “Agreement”) is entered into onthe 15th day of May, 2007 by and among IRWIN COMMERCIAL FINANCE CORPORATION, an Indiana businesscorporation (“ICF”), IRWIN UNION BANK AND TRUST COMPANY, an Indiana commercial bank (“IUBT”), andJOE LALEGGIA, (“LaLeggia”), ROBERT MURPHY (“Murphy”), ROBERT MORMINA (“Mormina”), LUIGI SPIZZIRRI(“Spizzirri”), MARK CANNON (“Cannon”) and JOHN RINALDI (“Rinaldi,” and together with LaLeggia,Murphy, Mormina, Spizzirri and Cannon, the “Option Holders”; ICF, IUBT, LaLeggia, Murphy, Mormina,Spizzirri, Cannon and Rinaldi are sometimes referred to herein as the “Parties”). This Agreementsupersedes, amends and restates the Irwin Commercial Finance Corporation Shareholder Agreementdated December 23, 2005, in its entirety as follows:**RECITALS**A. ICF (f/k/a IRWIN CAPITAL HOLDINGS CORPORATION) was incorporated under the laws of the State ofIndiana on April 6, 2001, and is a direct subsidiary of IUBT and an indirect subsidiary of IrwinFinancial Corporation (“Irwin Financial”).B. Irwin Financial, a bank holding company, organizes and conducts its various operations through aline of business organizational structure, within which the majority of its separate businessesfund their operations through IUBT.C. One of Irwin Financial’s business segments within this structure is the consolidated commercialfinance line of business, including ICF and its subsidiaries.D. The authorized capital stock of ICF consists of 1,500 shares of common stock, without par value(“Common Shares”), and 100,000 shares of preferred stock, without par value (“Preferred Shares”).E. All of the other authorized Common Shares that are issued and outstanding are owned by IUBT.G. Each Option Holder has been granted an option (each, an “Options”) to purchase Common Sharespursuant to an Irwin Commercial Finance Corporation Stock Option Agreement dated December 23, 2005(the “Stock Option Agreements”).H. The parties desire to set forth their agreement regarding the terms and conditions relating tothe ownership of any Common Shares that may be received by the Option Holders upon the exercise ofany of the Options, the transfer of such Common Shares and restrictions thereon, and certain othermatters concerning ownership of such Common Shares.

 
     NOW, THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:**AGREEMENT****1. DEFINITIONS**     **1.1. In this Agreement (the “Agreement”):**          (a) “Affiliate” means, with respect to a specified Person:               (i) any Person that is Controlled by the specified Person; or               (ii) if the specified Person is not an individual, any Person that Controls the specifiedPerson; or               (iii) if the specified Person is not an individual, any Person under common Control with thespecified Person.     (b) “Board” means the board of directors of ICF;     (c) “Control” means, with respect to any Person, the (i) ownership, control or power tovote, directly or indirectly, 25 percent or more of the outstanding shares of any class of votingsecurities of such Person (if such Person is a corporation); (ii) control in any manner over theright to elect or appoint directly or indirectly a majority of the directors of such Person (ifsuch Person is a corporation); or (iii) the power to manage or supervise or otherwise exercise,directly or indirectly, a controlling influence over the management of the business and affairsof such Person;     (d) A “day” means calendar day, except where otherwise specified. If the day upon which anyact or event is to occur under this Agreement falls on a Saturday, Sunday or other day on whichbanks in the State of Indiana or the Province of British Columbia, Canada are closed, the actionor event shall occur on the following day.     (e) “Effective Date” means the date upon which a binding agreement of purchase and sale isformed between any of the Parties to this Agreement under the terms of this Agreement, pursuantto which one Party will purchase some or all of another Party’s Common Shares, and includes thedate on which an Exercise Notice or Right of First Refusal Notice is delivered;     (f) “Exercise Notice” means any notice delivered by ICF or IUBT to an Option Holder for thepurpose of exercising the Call under Section 4.1 or Section 4.2(b)(2), thereby triggering apurchase and sale of Common Shares pursuant to the provisions of Sections 4.3 and 4.4 hereof.     (g) “Fair Market Value” means the fair market value of a Common Share as determined inaccordance with Section 4.3 of this Agreement;
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     (h) “Person” means an individual, a partnership, a corporation, an association, a jointstock company, a limited liability company, a trust, a joint venture, an unincorporatedorganization or any other entity.**2. ANTI-DILUTION PROVISIONS**     **2.1. Adjustment Events.**          (a) An “Adjustment Event” occurs if ICF:               (i) pays a dividend with respect to its capital stock in Common Shares or securitiesconvertible into Common Shares;               (ii) subdivides its outstanding Common Shares or securities convertible into Common Shares;               (iii) combines its outstanding Common Shares into a smaller number of Shares of any class ofCommon Shares; or               (iv) issues any Common Shares or securities convertible into Common Shares in areclassification or recapitalization of the Common Shares.     (b) If an “Adjustment Event” occurs, the number of Common Shares held by any Option Holdersimmediately prior to the Adjustment Event shall be adjusted so that such Option Holders shallthereafter be entitled to receive the number of Common Shares necessary to avoid dilution of suchOption Holder’s percentage ownership of Common Shares from that existing immediately prior tosuch Adjustment Event. An adjustment made pursuant to this Section 2.1 shall become effectiveimmediately after the effective date of such Adjustment Event, retroactive to the record date, ifany, for such Adjustment Event.**3. RESTRICTIONS ON TRANSFER**     **3.1. Transfers Restricted.**          Prior to the first anniversary of the date an Option Holder acquires Common Shares, suchOption Holder may not sell, transfer or dispose of any of such Common Shares other than to anotherOption Holder. On or after the first anniversary of the date an Option Holder acquires CommonShares, such Option Holder may sell, transfer, or dispose of any such Common Shares only pursuantto the terms of this Agreement. Any Option Holder may sell, transfer or dispose of any of hisCommon Shares to another Option Holder at any time. Subject to the terms of this Agreement, IUBTmay sell, transfer or dispose of any of its Common Shares to any Person at any time.
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     **3.2. No Encumbrance.**          Except as permitted by this Agreement, an Option Holder may not mortgage, pledge, charge,hypothecate or otherwise encumber any Common Shares without ICF’s prior written consent.     **3.3. Obligation of Transferee.**          No Common Shares may be sold, transferred or issued in any event unless the Person receivingthe Common Shares has executed and delivered to ICF a joinder agreement in form and substancesatisfactory to ICF pursuant to which such Person agrees to be bound by the terms of thisAgreement.     **3.4. Effect of Non-Permitted Transfers.**          Any sale, transfer or other disposition of, or any attempted sale, transfer or otherdisposition of, Common Shares in contravention of this Agreement shall be void and of no effect forany purpose and shall not confer on any transferee or purported transferee any rights whatsoever.ICF shall not effect such a transfer on its books, nor will it treat any purported transferee asthe holder of such Common Shares, and the Parties acknowledge that the certificates representingCommon Shares shall bear a legend referring to the restrictions imposed by this Agreement.     **3.5. Legend on Share Certificates.**          The share certificates representing each of the Common Shares are to be legibly stamped orendorsed with the following statement:“The shares represented by this Certificate have not been registeredunder the federal Securities Act of 1933 (the “1933 Act”) or anystate securities law. These shares cannot be transferred, pledgedor hypothecated except in accordance with the provisions ofRegulation S under the 1933 Act, pursuant to registration under the1933 Act and applicable state securities laws, or unless IrwinCommercial Finance Corporation has received an opinion of counselsatisfactory to it that registration under such laws is not requiredby virtue of an available exemption from such registrationrequirements. The sale, transfer, pledge and hypothecation of the shares represented by this Certificate are restricted under theterms of an Agreement among Irwin Commercial Finance Corporation,Irwin Union Bank and Trust Company and Certain Individuals, dated asof December 23, 2005. Hedging transactions involving such sharesmay not be conducted unless in compliance with the 1933 Act.”
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**4. CALL RIGHT; RIGHT OF FIRST REFUSAL**     **4.1. ICF and IUBT Call Right.**          With respect to each Option Holder, each of ICF and IUBT shall have the right to purchase (the“Call”), and each such Option Holder shall have the obligation to sell upon the exercise of suchCall, all or any portion of such Option Holder’s Common Shares (a) at any time after the firstanniversary of the date on which such Option Holder acquires such Common Shares, by delivery of anExercise Notice to such Option Holder or his personal representative (with the date of suchExercise Notice constituting the “Effective Date” for purposes of determining the Fair Market Valueof the Common Shares in accordance with Section 4.3) or (b) upon any proposed transfer of CommonShares by such Option Holder to a third party that is not an Affiliate of ICF or another OptionHolder, in which case the Call shall be exercisable pursuant to the procedures set forth in Section4.2.     **4.2. Right of First Refusal.**          In the event on or after the first anniversary of the date on which an Option Holder acquiresCommon Shares, such Option Holder proposes to transfer such Common Shares pursuant to a bona fidepurchase offer received from a third party that is not an Affiliate of ICF, the Call right of eachof ICF and IUBT shall be in the form of a right of first refusal to purchase such Common Sharesupon the following terms:     (a) The Option Holder shall first notify ICF and IUBT in writing at least 30 days in advanceof the proposed transfer. The notice shall contain all of the terms of the proposed transfer,including, without limitation, the name and address of the prospective transferee, the purchaseprice and other terms and conditions of payment (or the minimum purchase price or basis fordetermining the minimum purchase price and other minimum acceptable terms and conditions), thedate on or about which the transfer is to be made, and the number of Common Shares to betransferred (the “Transfer Notice”).     (b) Within 10 business days after receipt of the Transfer Notice, either ICF or IUBT (the“Exercising Party”) may notify the Option Holder that it intends either:               (1) to exercise its Call by purchasing all (but not less than all) of the Common Sharesproposed to be transferred pursuant to the terms and conditions as set forth in the Transfer Notice(the “Right of First Refusal Notice”), in which case the provisions of Subsection 4.2(c) shallgovern such purchase and sale, or               (2) to exercise its Call by purchasing all (but not less than all) of the Common Sharesproposed to be transferred pursuant to the provisions of Sections 4.3 and 4.4, in which case theExercising Party shall deliver an Exercise Notice, and the provisions of Sections 4.3 and 4.4 shallgovern such purchase and sale.If the Exercising Party exercises its Call under this Subsection 4.2(b), a binding contract ofpurchase and sale will be formed between it and the Option Holder upon the delivery of the Right ofFirst Refusal Notice or the Exercise Notice, as the case may be.
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     (c) If the Exercising Party delivers a Right of First Refusal Notice, the Exercising Partywill buy, and the Option Holder will sell, the Common Shares at the time, at the price, and onthe same terms and conditions as those contained in the Transfer Notice, subject to thefollowing:               (1) If the Transfer Notice provides for payment over time, the Exercising Party will have theoption to make payment all in cash for clear title at the closing of the purchase and sale;               (2) If the Transfer Notice provides for the closing to take place more than 30 days after thedelivery of the Transfer Notice, the Exercising Party will have the option to close its purchase onor before the 30th day after delivery of the Transfer Notice.     (d) After compliance with the provisions of this Section 4.2, if no Call has been exercised,the Option Holder may transfer his Common Shares, but only to the transferee designated in theTransfer Notice, at the time, at the price, and on the same terms and conditions as thosecontained in the Transfer Notice. If no Call is exercised and such proposed transfer to a thirdparty is not consummated within 30 days after delivery of the Transfer Notice, any proposed saleof the Common Shares will again become subject to the notice provisions and the right of firstrefusal provided in this Section 4.2.     **4.3. Purchase Price.**          If ICF or IUBT exercises its Call pursuant to Section 4.1 or Section 4.2(b)(2), the purchaseprice (“Purchase Price”) for each Common Share to be purchased shall be equal to the Fair MarketValue of the Common Share, plus interest thereon from the Effective Date at the national prime rateas reported in *The Wall Street Journal*as of the Effective Date (the “National Prime Rate”). TheFair Market Value of a Common Share shall be determined as follows (with the date such Fair MarketValue is finally determined hereunder being referred to as the “Valuation Date”):     (a) The Board shall determine the Fair Market Value of each Common Share as of the EffectiveDate (the “Initial Valuation”), which Initial Valuation may be based on the opinion of anindependent appraiser engaged by the Board. All costs incurred in connection with the InitialValuation shall be borne by ICF. The Initial Valuation shall be set forth in a written notice(the “Valuation Notice”) delivered by ICF to the Option Holder as soon as practicable followingthe Board’s receipt of the independent appraiser’s opinion with respect to the value of theCommon Shares, if any, but in any event within 60 days after delivery of the Exercise Notice.     (b) If the Option Holder does not dispute the Initial Valuation by delivery of a writtennotice of dispute to ICF within 20 days after ICF’s delivery of the Valuation Notice, the InitialValuation shall be binding upon the Parties as the Fair Market Value. If the Option Holder doesdispute the Initial Valuation within the 20-day period, the Option Holder shall, at his soleexpense, retain a qualified appraiser (“the Second Appraiser”) of his own choosing to make asecond appraisal (the “Second Appraisal”) of the Fair Market Value of each Common Share. If theSecond Appraisal is less than the Initial Valuation,
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the Initial Valuation shall be binding upon the Parties. If the Second Appraisal exceedsthe Initial Valuation by an amount not greater than 10 percent of the Initial Valuation, the FairMarket Value of each Common Share shall be the average of the Initial Valuation and the SecondAppraisal.     (c) If the Second Appraisal exceeds the Initial Valuation by an amount greater than 10percent of the Initial Valuation, the Board and the Second Appraiser shall act in good faith toselect a third appraiser, who shall conduct a third appraisal (the “Third Appraisal”), whichshall be final and binding upon the Parties, unless the Third Appraisal exceeds the higher of theInitial Valuation and the Second Valuation by an amount greater than 10%, or is below the lowerof the Initial Valuation and the Second Valuation by an amount which exceeds 10%, in which casethe Final Valuation shall be determined by a simple average of all three valuations. If theThird Appraisal of the Fair Market Value of each Common Share determines an amount that is closerto the amount determined by the Second Appraisal than to the amount determined by the InitialValuation, then ICF shall reimburse the Option Holder for the cost of the Second Appraisal. Allcosts with respect to the fees and expenses paid or payable to the appraiser that issues theThird Appraisal shall be shared equally by ICF and the Option Holder. All other costs incurredin connection with the Third Appraisal shall be borne by the party incurring such costs.     (d) In determining the Fair Market Value of a Common Share, all appraisers shall take intoaccount, in addition to the factors described in Section 4.3(g) below, the internally preparedincome statement and balance sheet for ICF up through the end of the month immediately precedingthe Effective Date.     (e) IUBT, ICF and the Option Holder each agree to make available to each other and to theappraisers the information used to analyze and develop the Fair Market Value in connection withthe Initial Valuation and any decision by the Option Holder on whether or not to dispute thesame.     (f) Notwithstanding anything in this Agreement to the contrary, (i) under no circumstancesshall IUBT, ICF or their Affiliates be obligated to do anything that would cause a violation ofany Federal, state, provincial or local law, including without limitation any banking laws, and(ii) the Option Holder shall have no ownership interest, by virtue of this Agreement or theownership of Common Shares, in Irwin Financial or IUBT, or rights as against IUBT or IrwinFinancial (it being understood that the foregoing provision shall not preclude the Option Holderfrom owning shares, or options to acquire shares, of common stock of Irwin Financial).     (g) The Parties agree that it is the intent and purpose of this Section 4.3 that the FairMarket Value be determined in accordance with Revenue Ruling 59-60 (as modified), a copy of whichis attached hereto as Exhibit A, and the appraisers shall take into account the variousfactors set forth in Section 4 of Revenue Ruling 59-60; provided, however, thatsuch factors shall not have the effect of altering or removing the consideration of the financialstatements described in Section 4.3(d) above. The calculation of Fair Market Value of all issuedand outstanding Common Shares shall include and reflect, after taking into account allliabilities of ICF (including inter-company debt owed to Irwin Financial,
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IUBT or any of their Affiliates) and the liquidation preference and preferential dividendrights of the Preferred Shares (the “Preferred Return”), only the value of Common Shares, andshall not include or reflect any value of Preferred Shares or any other investments in ICF madeby IUBT or any of its Affiliates. In determining the Fair Market Value of a Common Share, thefollowing rules will be applied:               (i) the Fair Market Value per Common Share will be equal to the quotient obtained when theaggregate Fair Market Value of all of the issued and outstanding Common Shares is divided by theaggregate number of such issued and outstanding Common Shares.               (ii) any allocations of the overhead of Irwin Financial or IUBT to the consolidated commercialfinance line of business segment may be made only in a manner that is consistent with historicalcharges and only in a manner that is consistently applied among the business units and subsidiariesof Irwin Financial;               (iii) there will be no consideration of a liquidity or marketability discount or bonus appliedto minority Common Shares; and               (iv) the Preferred Return for preferential dividend rights of the Preferred Shares shall becalculated and credited to the holders of Preferred Shares prior to the determination of the valueof Common Stock.Capital investments in ICF made by IUBT (or Irwin International Corporation), whether currentlyoutstanding or the result of future investments, will be in the form of Preferred Shares. For thepurposes of this Agreement, a return will be calculated on Preferred Shares for Preferred Shareinvestment amounts in excess of $60.5 million (the amount outstanding at December 31, 2005) fromthe date of each Preferred Share investment until such time as the Preferred Shares are retired,starting with incremental investments made on or after January 1, 2006.The rate of return on each investment in Preferred Shares will be an annually-compounded fixed ratedetermined on the date the investment is made and will be based upon the prior day’s closing10-year U.S. swap rate (as recorded by the Bloomberg financial reporting system) plus a spread of3.00% which is intended to approximate the required credit spread for IUBT’s intermediate tolong-term junior, unsecured liabilities. Returns on Preferred Shares shall not be paid or accruedon a current basis, nor shall they appear in the GAAP-based financial statements, but will becalculated and tracked on a subsidiary ledger for the sole purpose of subtracting the cumulativereturns on the Preferred Shares from the Fair Market Value of a Common Share in accordance withthis Agreement.     (h) In determining the Fair Market Value of a Common Share, any transaction between ICF, onthe one hand, and IUBT or other Affiliates of Irwin Financial, on the other hand, will be basedupon the manner booked by the relevant entities, or on the basis of arm’s length transactions,whichever would be more favorable to ICF. The Parties acknowledge that some transactions may nothave comparable arm’s length transactions available, in which case such value shall be based uponthe manner booked by IUBT or such other Affiliates of Irwin Financial, to the extent reasonable.
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     (i) The Purchase Price shall be increased or decreased appropriately, without duplication,to reflect the occurrence after the Effective Date of an Adjustment Event, as defined inSubsection 2.1(a).**4.4. Option Closing.**          The closing (“Option Closing”) of the purchase and sale of the Common Shares, whether pursuantto a Call exercised in accordance with Section 4.1 or Section 4.2(b)(2), will take place on a dateselected by the party exercising the Call (whether IUBT or ICF), as the case may be, which datewill not be later than the 30th day following the Valuation Date unless the partiesagree otherwise, but shall in any case be no later than the 90th day following theValuation Date. The parties shall use their best efforts to complete the entire valuation andclosing process within the designated period. At the Option Closing, the Option Holder will tenderall the Common Shares subject to the Call to ICF or IUBT, as the case may be, and ICF or IUBT, asthe case may be, will make payment of the Purchase Price for all such Common Shares to the OptionHolder.          During any period of determination of Fair Market Value, the Parties agree to use their bestefforts to carry on the business of ICF in the normal course and in the best interest of ICF. Onthe Option Closing date, the Option Holder will sign and deliver to ICF all documents necessary totransfer, free and clear of all liens, claims and other encumbrances, his/her Common Shares to ICFor IUBT, as the case may be, including the stock certificates representing the Common Shares dulyendorsed for transfer. The Option Holder hereby appoints each of ICF and IUBT, as the case may be,as the Option Holder’s attorney-in-fact, coupled with an interest, with full power and authority tosign and deliver all resolutions and share transfers which may be required under this Section 4.4.This appointment is irrevocable while the Option Holder owns Common Shares but will lapseautomatically as soon as the Option Holder ceases to own Common Shares.     **4.5. Request for Determination of Fair Market Value.**          An Option Holder shall have the right, upon request, to have an internal determination of FairMarket Value made by the Board, which right may not be exercised more frequently than annually andonly during the month of June, with a Valuation Date as of June 30 (it being understood that anysuch determination shall be binding and not subject to further review or appraisal until asubsequent request is made in the following year pursuant to this Section 4.5 or until a subsequentappraisal is conducted in accordance with the provisions of Section 4.3 hereof).**5. Exit Provisions.**     **5.1. Exit Provisions.**          (a) If:               (i) IUBT and the Option Holders receive a simultaneous bona fide arm’s length offer from athird party (other than an Affiliate of any Option Holder) to purchase any of the issued andoutstanding Common Shares (it being understood that the provisions of this
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Section 5.1 shall not apply to such a simultaneous offer for all of the issued and outstandingCommon Shares); or               (ii) ICF receives a bona fide arm’s length offer from a third party (other than an Affiliateof any Option Holder) to purchase all of its assets and business or to acquire ICF through anyother form of business combination (whether by merger or otherwise),which, in either case, IUBT or ICF wishes to accept (in either instance, the “Exit Offer”). IUBTor ICF as the case may be will notify the Option Holders in writing, within 15 days of its receiptof the Exit Offer (the “Exit Notice”), that (i) IUBT or ICF, as the case may be, wishes to acceptthe Exit Offer and (ii) in the case of an asset sale or other business combination, IUBT and/or ICFintends to vote to approve the transaction described in the Exit Offer.     (b) The Exit Notice shall contain all of the terms and conditions of the proposed sale,including, without limitation, the name and address of the prospective buyer, the purchase priceand other components of the transaction value, the terms of payment, other terms and conditions(or the minimum purchase price or basis for determining the minimum purchase price and minimumacceptable other terms and conditions) and the date on or about which the sale is to be made.     (c) IUBT and the Option Holders or ICF, as the case may be, will sell to the purchaser namedin the Exit Notice:               (i) their Common Shares, if the Exit Offer contemplated the sale of Common Shares (it beingunderstood that IUBT may also elect to sell, or to cause ICF to redeem, its Preferred Shares to theextent such sale or redemption is contemplated by the Exit Offer), or               (ii) the assets and business of ICF, if the Exit Offer contemplated the sale of ICF’s assetsand business, whether pursuant to an asset sale transaction, a merger, or some other form ofbusiness combination, for the price and upon the terms and conditions set forth in the Exit Offer.Each of the Option Holders and IUBT or ICF, as appropriate, shall sign all documents and do allthings, or shall cause all documents to be signed and all things to be done, that are necessary tocomplete the sale described in the Exit Notice. Without limiting the generality of the foregoing,each of the Option Holders shall be obligated (which obligation shall be enforceable by IUBT), tosell his/her Common Shares and otherwise participate in the transaction described in the ExitNotice, to vote his/her Common Shares in favor of such transaction at any meeting of shareholderscalled to vote on or approve such transaction (or to execute one or more written consents in lieuof such a meeting), and otherwise take all necessary action to consummate, or cause ICF toconsummate, such transaction.     (d) Any Exit Notice may be rescinded by IUBT or ICF, as appropriate, by its delivering awritten notice to the Option Holders to that effect.
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     (e) Upon consummation of any transaction described in an Exit Notice, IUBT and each OptionHolder shall receive the same proportion of the aggregate consideration that such holder wouldhave received if such aggregate consideration had been distributed by ICF in completeliquidation, giving due regard to the prior rights and preferences of the Preferred Shares andthe pro rata distribution of net assets remaining following the payment of amounts owed tocreditors and the satisfaction of liquidation preferences.**6. CERTAIN REPRESENTATIONS AND WARRANTIES**     Each Option Holder represents and warrants to ICF and IUBT, in connection with his/herownership of Common Shares, as the case may be, as follows:     (a) The Option Holder will acquire and will own any Common Shares for investment purposesonly and not with the view to the distribution or resale thereof.     (b) The Option Holder understands that the transfer of the Common Shares is severely limitedand that the Common Shares have not been registered under the 1933 Act, or any state or province,Canadian or other securities laws.     (c) The Option Holder understands and agrees that the Common Shares may not be offered orsold except pursuant to the registration requirements of the 1933 Act and applicable state,provincial or other securities laws, or pursuant to an available exemption therefrom. The OptionHolder agrees not to engage in hedging transactions with regard to the Common Shares except incompliance with the 1933 Act.     (d) The Option Holder has such knowledge and experience in financial and business mattersthat the Option Holder is capable of evaluating the merits and risk of investment in the CommonShares. Furthermore, as a result of the Option Holders’ active involvement as officers anddirectors of ICF or subsidiaries of ICF, the Option Holder has had access to and actual knowledgeof all material facts concerning ICF and the Common Shares, and has had the availability to askquestions and receive answers from ICF concerning the Common Shares, ICF and its operations. TheOption Holder also has had the opportunity to consult with his/her legal counsel and tax adviserin connection with the investment in the Common Shares and the matters set forth in thisAgreement.     (e) The execution, delivery and performance of this Agreement by the Option Holder and thetransactions contemplated hereby, do and will not violate, breach or constitute a default underany agreement or contract to which the Option Holder is a party.**7. Miscellaneous**     **7.1. Further Assurances; Other Agreements; Entire Agreement.**     (a) Each party hereto shall do and perform or cause to be done and performed all suchfurther acts and things and shall execute and deliver all such other agreements, certificates,instruments and documents as any other party hereto may reasonably request, or as may bereasonably necessary, in order to carry out the intent and the provisions of this Agreement andthe consummation of the transactions contemplated hereby.
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     (b) This Agreement constitutes the entire agreement and understanding among the partiespertaining to the subject matter of this Agreement and supersedes any and all prior agreements,whether written or oral, relating hereto.     **7.2. Notices.**     (a) Except as otherwise provided in this Agreement, all notices, requests, demands and othercommunications under this Agreement shall be in writing and addressed as follows (or as amendedby proper notice under this Section 7.2):                    (i) If to ICF:Irwin Commercial Finance Corporation