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                                                                   Exhibit 10.19

                       TOWER INSURANCE COMPANY OF NEW YORK
                                       AND
                              TOWER RISK MANAGEMENT

                               BROKERAGE AGREEMENT


This agreement, including the attached commission schedule(s), amendment(s) and
other schedule(s) made a part hereof ("Agreement"), governs the agency
relationship between                      and the following insurance company or
manager designated with an "x" in the box below:

[X]   Tower Insurance Company of New York ("Tower Insurance"), a stock insurance
      company organized and existing under the laws of the State of New York and
[X]   Tower Risk Management Corp. ("TRM"), a manager representing the insurance
      companies described in the Schedule of Companies annexed hereto
      (individually or collectively referred to as the "Company")

This Agreement replaces all previous agreements or contracts, whether oral or
written, and shall continue in full force and effect until amended, suspended or
terminated as elsewhere provided herein.

      Authorized Territory:New York for Tower Insurance and New York and New
                           Jersey for TRM, unless otherwise authorized by TRM.

      Effective Date:      ________________________________________

      Producer Code:       ________________________________________

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Part I.      Authority of Broker

Broker is considered an independent contractor, and not an employee of Company,
for all purposes, including but not limited to, state, federal or local laws
concerning tax, workers' compensation and discrimination. Broker shall have
exclusive control over the conduct of Broker's business and the election of the
companies (other than Company) that Broker shall represent, subject to
requirements imposed by law, the terms of this Agreement and the underwriting
rules and regulations of Company.

Broker       [ ] is
             [ ] is not
             authorized to broker business for another producer. In the event
             Broker is authorized to broker business for another producer,
             Broker shall require all sub-brokers acting on behalf of Broker to
             be licensed insurance broker in the state where the risk is
             located. Furthermore, Broker shall provide the name, address and
             other information about the sub-broker at time business is
             submitted to the Company necessary for the Company to issue
             cancellation and non-renewal notices and maintain claim and
             underwriting data.

Company grants Broker the following authority:

A.    To operate as an Broker for Company in the jurisdictions where Company and
      Broker are properly licensed with respect to the classes of risks written
      by Company, subject to any limitations on such classes as set forth in
      this Agreement and the attached commission schedule(s). Broker shall not,
      however, have the exclusive right to act on Company's behalf in such
      jurisdictions.

B.    To solicit, receive, accept, bind, issue or endorse insurance contracts to
      the extent authorized by Company, covering lines of business for which
      commission is specified in commission schedule(s) or addenda attached
      hereto, and as outlined in Company underwriting guidelines, binding
      statement or any other Company supplied documents as will be issued by
      Company to Broker and which may be amended by Company at any time. Broker
      shall transmit copies of all binders, evidence of insurance and
      endorsements issued or shall otherwise notify Company of all liability
      accepted not later than the fifth business day following the binding of
      coverage. Broker understands and agrees that in no event may Broker
      backdate insurance coverage.


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C.    To collect and account for premium in accordance with Company's collection
      procedures on business placed by Broker. Broker shall act in a fiduciary
      capacity with respect to all premiums collected. It is expressly
      understood and agreed that all premiums collected by Broker on behalf of
      Company are the sole property of Company, and Broker, in holding such
      premiums, does so only for the purpose of transmitting such premiums to
      Company in accordance with the terms of this Agreement and applicable law,
      and Broker shall not in any way make use of such funds. All such funds
      shall be held by Broker as trustee, in trust for Company until delivered
      to Company. It is expressly understood and agreed that the privilege
      hereby granted of taking or deducting Broker's commissions from such
      premiums before making remittance to Company of such premiums shall not be
      construed as changing or affecting such status of Broker as trustee. In
      the event of any material breach of this Agreement by Broker, Broker's
      ability to deduct commissions from premiums due Company shall terminate
      immediately.

D.    To request cancellation or nonrenewal of any policy placed by Broker with
      Company as follows:

      1. Upon Broker's request but in Company's sole discretion, Company shall
         give advance written notice of cancellation or nonrenewal to the
         policyholder or obligor.

      2. Nothing in this Agreement shall interfere with Company's right to
         cancel, nonrenew or conditionally renew any insurance policy issued by
         or through Broker on behalf of Company in accordance with the terms of
         any such policy and the provisions of any applicable law or regulation.

      3. The cancellation, nonrenewal and conditional renewal of insurance
         policies are subject to requirements imposed by law and/or regulation
         and the provisions of the applicable insurance policies.

E.    Broker shall:

      1. Maintain a staff of competent and trained personnel, necessary to
         develop, underwrite and supervise the business covered by this
         Agreement;

      2. Comply with all laws and regulations applicable to its operations;

      3. Be responsible for all of its expenses;

      4. At all times use its best efforts to faithfully serve Company and to
         promote and safeguard Company's best interests and act in accordance
         with such instructions as it may receive from time to time from Company
         pursuant to the terms of this Agreement;

      5. Report to Company all losses reported to it as soon as practical
         following receipt by Broker;
      6. Periodically meet with Company to discuss premium volume, loss ratio or
         other performance goals and areas of concern to Company and Broker.




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F.    If Broker fails to report or pay premiums collected by Broker as directed
      or shall otherwise violate any material provisions of this Agreement, all
      Broker's rights under this Agreement, including but not limited to
      Broker's right to commissions, shall terminate immediately.

Part II      Amendments of Agreement

This Agreement may be amended at any time by written notice by Company upon 30
days advance notice by Company to Broker.

Part III     Commissions

A.    As full compensation for services, Broker shall earn in accordance with
      Parts I. C., IX. and X. commissions in accordance with the most recent
      commission schedule(s) made part of this Agreement. Broker agrees to
      refund unearned commission whenever premiums are refunded by Company, at
      the same rate at which such commission was originally paid or retained.

B.    Any commission rate set forth in the commission schedule(s) shall not be
      changed by Company except that:

      1. Broker and Company may at any time mutually agree in writing to amend
         the commission rate for any and all lines of business specified in the
         commission schedule(s).

      2. Company may change any commission rate upon at least sixty (60) days
         written notice to Broker, or as a result of a regulatory authority
         amending the provision for commission in the rate structure.

      3. If this Agreement is terminated under Part VI.A., B., or C., commission
         payments shall cease on the date of termination. If this Agreement is
         terminated under Part VI.D., commission payments shall be paid in
         accordance with the terms of the agreement between Company and Broker.
         If this Agreement is terminated under Part VI.E., commissions shall be
         paid in accordance with subparagraph (vi) of Part VI.E.

      4. Nothing in this Agreement, or in the commission schedule(s), shall be
         construed to prohibit Broker and Company from negotiating special rates
         of commission applicable to individual risks, policies or groups of
         policies. Company and Broker understand and agree that such negotiated
         special rates of commission shall in no event violate the New York
         State Insurance Law prohibition against rebating.

C.    Broker does not have authority to make, alter, vary or discharge any
      policy or contract of insurance, or to extend time to receive payment of
      premiums, or to waive or extend time to receive any policy application or
      condition, or to incur any liability on behalf of Company except as
      authorized in writing by Company.

Part IV      Indemnification

A.    Company shall indemnify and hold Broker harmless from and against all
      sums, including costs and expenses of suit defense and settlement, net of
      any insurance proceeds or other realized recoveries received, which Broker
      shall become legally obligated to pay by reason of liability imposed upon
      Broker by law for damages sustained by policyholders of Company, caused
      solely and directly by error or omission of Company in the preparation and
      handling of policies, or, in the instance of direct billed business, by
      Company's failure to send to any policyholder, before the due date, a
      notice of premium due.



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B.    Company agrees to indemnify and hold Broker harmless against any civil
      claim or liability for damages and expenses, including the costs of
      defending suit, net of any insurance proceeds or other realized recoveries
      received, which Broker may be obligated to pay as a direct result of
      Company's failure to comply with the requirements of any law pertaining to
      Company's conduct of doing an insurance business, except when such failure
      is the direct or indirect result of the negligence or willful or
      intentional act or omission of Broker.

C.    Company will indemnify and hold Broker harmless against all civil and
      administrative liability, including reasonable costs of investigation and
      defense, arising as a direct result of Broker's use of forms supplied by
      Company, or following instructions or procedures established by Company,
      including forms, instructions or procedures related to the use of
      Company's scoring process on new or renewal business, except to the extent
      that Broker's failure to follow such forms, instructions or procedures
      caused, contributed to or compounded such damages

D.    Broker shall notify Company within three (3) business days of receipt of
      any claim or suit, which may be referred to Company under paragraphs A.,
      B. or C. above.

E.    With regard to any claim to which paragraphs A., or B. or C. of this Part
      IV apply, Broker shall not (i) make any hold harmless agreement or incur
      any expense or voluntarily assume liability in any way or (ii) make or
      contract any settlement of a claim against Broker, except at Broker's own
      cost and responsibility, without the written authorization of Company.
      Broker shall at all times fully cooperate with Company in the defense of
      any claim addressed hereunder, shall assist in the preparation for trial
      and shall, if requested, attend the trial of any such claim.

F.    Broker agrees to indemnify and hold Company harmless from and against all
      sums, including costs and expenses of suit, defense and settlement, which
      Company shall become legally obligated to pay, as a direct or indirect
      result of an error or omission caused by Broker.

G.    Broker agrees to maintain errors and omissions insurance coverage from an
      insurer that is an admitted carrier in the State of New York providing
      minimum limits of liability of $1,000,000. Broker agrees to provide
      Company with evidence of coverage upon execution of this Agreement and
      upon each renewal of such coverage.

Part V       Suspension

If Broker does not comply with industry standards of good business practices or
does not comply with Company's policies or business practices, or does not make
timely accounting for or payment of any sums due Company, Company reserves the
right, upon written notice to Broker, to suspend Broker's authority to bind
coverage, write any new or renewal business except to the extent required by
law, or increase Company's liability under any policy during the period of
suspension. Broker shall not be suspended because of routine differences in the
accounting records of Broker and Company unless such differences involve the
willful withholding of premium collected by Broker. Additionally, Company
reserves the right to suspend Broker if Broker materially violates the
guidelines, procedures or standards of conduct established by Company, or if
Broker breaches this Agreement.

Part VI      Termination

A.    This Agreement, and/or any commission schedule(s), addendum or attachment
      hereto, shall be terminated:

      1. By Company, immediately and without notice to Broker, if any regulatory
         authority cancels or declines to renew Broker's license or certificate
         of authority to transact insurance



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      2. By Company, immediately and without notice to Broker, in the event of
         Broker's fraud, insolvency, gross or willful misconduct, abandonment,
         or failure to pay over to Company monies due after receipt of written
         demand therefore;

      3. By Company, immediately and without notice to Broker, on the effective
         date of sale or transfer of Broker's business; Broker's merger,
         consolidation, or reformation; or termination of any partnership;
         unless Company has first agreed in writing to the assignment of this
         Agreement, such agreement not to be unreasonably withheld by Company;

      4. By mutual written agreement of Company and Broker, and in accordance
         with the terms and conditions to which they have agreed; or

      5. By either party for any reason, upon not less than thirty (30) days
         written notice to the other, in which event the following conditions
         shall apply:

         (a) Broker's authority to issue claim drafts and to solicit, bind,
             execute or issue policies or contracts of insurance for new
             business or certificates of renewal shall cease as of the time
             notice of termination of this Agreement and/or any schedule(s),
             addendum or attachment hereto is mailed.

         (b) Policies shall be continued in force until expiration, subject to
             earlier termination in accordance with Company's underwriting
             standards or for nonpayment of premium and in accordance with the
             provisions of applicable law or regulations.

         (c) All terms and conditions of this Agreement will continue to apply
             to such policies, except that Company has the right to discontinue
             the accounting and collection method used by Broker for such
             policies and bill such policies directly. Except as required by
             law, Company in its sole discretion may elect to renew coverage
             though the terminated Broker provided:

             (i)   The risk being insured is acceptable to Company according to
                   the underwriting standards in effect on the renewal or
                   anniversary date; and

             (ii)  Broker is not in violation of this Agreement; and

             (iii) Broker's license is in force; and

             (iv)  The policy is not cancelled or nonrenewed for statutory
                   cause.

         (d) Company shall honor any direct request by a policyholder for
             coverage through another Broker subject to Company's underwriting
             standards and established producer of record procedures, procedures
             for cancellation of the policy, and applicable law.

         (e) Broker shall be authorized, subject to Company's underwriting rules
             and practices, to effect any necessary changes on inforce policies
             of insurance, provided that the changes do not increase or extend
             Company's liability under, or alter the terms of coverage of, any
             such policy. Broker shall collect and remit premium to Company on
             such policies as a fiduciary and in accordance with Company
             procedures and the provisions of this Agreement.

         (f) Company shall pay commissions for all policies renewed under the
             provisions of subparagraph (c) above, either at the rate specified
             in the commission schedule(s), or at Company's standard rate at
             time of renewal, whichever is less. This provision shall not apply
             if Company is legally prohibited from issuing nonrenewal notices or
             nonrenews a policy of insurance according to proper nonrenewal
             procedure, but is nonetheless required by law or regulation to
             reinstate it, unless commissions on such renewals are required by
             law to be paid.



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         (g) Subparagraph (c), (e) and (f) above shall apply only if ownership
             of the policies remains with Broker, pursuant to Part VII of this
             Agreement.

B.    Upon termination of this Agreement, Broker shall return to Company any
      unused applications, policies, claim drafts, forms, automobile ID cards or
      other Company supplies furnished to Broker. Such materials shall always
      remain the property of Company and must be accounted for upon demand by
      Company.

C.    Company shall, at Broker's written request, provide a record of unexpired
      direct-billed policies Broker has placed with Company.

D.    At all times Company and Broker shall abide by applicable rules,
      regulations and laws governing Broker's territories.

Part VII     Ownership of Business

A.    While this Agreement is in effect, Company will not use its records of
      insurance placed by Broker to solicit policyholders for the sale of
      insurance or other products or services without the Broker's prior
      consent, except as provided in paragraph B., hereof. Company may, however,
      provide Company direct-billed policyholders with information of general
      interest such as proposed legislation or regulations, broader perils,
      available options for deductibles, loss reduction or other coverages.

B.    In the event of termination of this Agreement, Broker having promptly
      accounted for and paid over to Company all premium for which Broker may be
      liable, Broker's records and use and control of expirations shall remain
      the property of Broker and be left in Broker's undisputed possession;
      otherwise, records and use and control of expirations shall be vested in
      Company with right of sale. In the exercise of its right to collect any
      indebtedness due from Broker, including the sale of expirations, Company
      shall be accountable to Broker for any sums received which, net of
      expenses, exceed the amount of Broker's indebtedness, including
      accumulated interest, and Broker shall remain liable for the amount by
      which such indebtedness and interest exceeds the sums actually received by
      Company and such excess shall be payable by Broker at any time upon demand
      by Company and without regard to the terms of any promissory note,
      agreement of sale or other collection agreement providing the periodic or
      postponed payment of the indebtedness.

C.    Notwithstanding the provisions of this Part VII., it is understood and
      agreed that the policyholder is the ultimate owner of its policies'
      expirations and Company shall be obligated to honor any requests by its
      policyholders to replace Broker as the policyholders' authorized
      representative pursuant to standard producer of record procedures.

Part VIII    Advertising

A.    Broker may broadcast, and/or publish and distribute materials referring to
      Company and to Company's products and services without first seeking
      Company's written authorization.

B.    With respect to materials that were prepared by Company and that refer to
      Company and to its products and services, Broker shall not alter any such
      materials and thereafter broadcast, publish or distribute them as altered
      without first obtaining Company's written authorization.



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C.    Broker shall not employ, reproduce or display Company trademark, service
      mark, logo or other identifying symbols in any manner whatsoever without
      first obtaining written authorization from Company.

Part IX      Premium Accounting

Except for direct billed policies as provided for in section X. hereof Broker
may retain out of premiums collected, commissions as indicated on the attached
commission schedule(s). Unless otherwise noted, the following provisions are
applicable to all business placed by Broker with Company except business written
under Company's direct billing system:

A.    Broker shall be responsible for all earned premium whether collected or
      not, whether new, renewal, installment or other, on business written by
      Broker and placed with Company, and Company shall not have responsibility
      for premium advanced by Broker.

B.    As an exception to provision A. above whenever a renewal policy is issued,
      premium shall be deemed to have been earned unless such policy or binder
      is returned within thirty (30) days after the effective date or date of
      issue, whichever is later, with evidence satisfactory to Company that the
      issuance of such policy or binder did not result in contractual or other
      liability on the part of Company. Broker accepts full responsibility for
      payment and must forward to Company such premium when due. No commission
      shall be allowed on premium collected directly by Company under this
      provision, even if collected by Broker after return of the item to Company
      for debt collection.

C.    Premium that has been determined by audits, retrospective rating
      adjustments and interim reports shall be fully earned. Broker's
      responsibility for such premium shall be waived if Broker furnishes
      written notice of collection difficulties to Company within thirty (30)
      days of date Broker received the billing notice. Otherwise, Broker accepts
      full responsibility for payment and must forward to Company such premium
      when due. No commission shall be allowed on premium collected directly by
      Company under this provision, even if collected by Broker after return of
      the item to Company for debt collection.

D.    Itemized statements of money due Company or due Broker shall be prepared
      monthly by Company unless both parties agree that Broker should prepare
      said statements. Any such statement prepared by Broker shall be received
      by Company within fifteen (15) days following the end of the month for
      which the statement was prepared.

E.    Broker, for all new installment business, shall be responsible for
      collecting and remitting to Company a deposit premium equal to the first
      installment specified in the selected Company payment plan or a deposit
      premium as otherwise specified by Company.

F.    All other receivables/payables shown in the statement due Company or due
      Broker shall is payable by the 20th day of the second month following the
      effective date of the policy.

G.    If Broker is delinquent in paying any premium due Company, any and all
      monies payable to Broker, including direct bill commission, may be applied
      against such outstanding premium.

H.    Omission of any item from a monthly statement or disagreement over the
      accuracy of any item that appears on the statement shall not relieve
      either party of the responsibility to account for and pay all amounts due
      the other, nor shall it prejudice the right of either party to collect all
      such amounts due from the other.

I.    Notwithstanding provision H. above, in the event Broker and Company
      disagree on the amount of a policy premium, Broker may delay payment of
      only that portion of the premium that Broker specifically contests in
      writing to Company. Broker's written notice must include a reasonably
      detailed description of the basis for the dispute and reasonable
      documentation to support Broker's position. Company's decision concerning
      the disputed premium shall be final. Broker will send the payment that
      Company reasonably decides is due by the 20th day of the following month
      after receipt of Company's written notice.



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J.    All financial and accounting records of Broker pertaining to business
      written through Company shall be subject to inspection or audit by Company
      representatives upon reasonable notice at any time during normal working
      hours.

Part X       Direct Billed Policies

On policies for which Company will bill insureds directly, the following
additional provisions apply:

A.    Broker shall submit all applications to Company as prescribed in Part I.,
      Authority of Broker and shall collect and remit to Company with each
      application any required deposit premium in gross, without deducting any
      commission which may be due Broker by Company under the terms of this
      Agreement.

B.    Following issuance of the initial policy and collection of the initial
      premium, Company shall assume full responsibility for billing and
      collecting all premiums, including any endorsement premium. In the event
      that the insured remits payment to the Broker, Broker must remit to
      Company the exact gross amount received from the insured.

C.    Company shall pay commissions within thirty (30) days after the end of the
      month in which coverage is effective and it receives and records premium,
      subject to any setoff to which it is entitled.

D.    Company shall clearly identify Broker by name on all policies,
      endorsements, premium notices, renewal certificates and cancellation and
      nonrenewal notices to policyholders.

Part XI      Records

A.    Broker agrees to permit Company to visit, inspect, examine and audit
      Broker's underwriting, claims and financial records in Broker's possession
      or control or in the possession or control of any other person relating to
      the business covered by this Agreement. Company agrees to provide Broker
      with reasonable notice and to visit during normal working hours.

B.    In the event of a discrepancy between Broker and Company's records
      regarding insurance placed with Company by Broker, the records of Company
      shall control.

Part XII     Non-Waiver

Failure or delay of Company for any reason, or for any length of time, to
exercise any of its rights under this Agreement or to insist upon Broker's
compliance with any or all provisions of this Agreement shall not constitute
waiver thereof in whole or in part.

Part XIII    Automatic Compliance

Any provision or stipulation of this Agreement not in accord or compliance with
applicable law or regulation shall be nonetheless construed to be limited or
broadened, as the case may be, to comply with such law or regulation and all
other provisions of this Agreement shall not be affected by such law or
regulation and shall remain in full force and effect.


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Part XIV     Applicable Law

This Agreement shall be interpreted generally and governed by the laws of the
State of New York without regard to choice of law principles.

Part XV      Agreement Effective

This Agreement shall be effective as of              and shall continue in full
force and in effect until amended, suspended or terminated as elsewhere provide
herein.

Signatures:


             Company                                      Broker

Tower Insurance Company of New York

/s/       Paul Russo
   --------------------------------------        ------------------------------
By:       Paul Russo
          Vice President
          Business Development


             Company                                      Broker

Tower Risk Management

/s/        Paul Russo
   ---------------------------------------       ------------------------------
By:        Paul Russo                             By:
Title:     Vice President                         Title:
           Business Development





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