EXHIBIT 10.2

                             SECURED NOTES AGREEMENT

         This Secured Notes Agreement (the "AGREEMENT"), dated as of October 13,
2004, is entered by and among Tuttle Risk  Management  Services Inc., a Delaware
corporation  (the  "COMPANY"),   the  Company's   stockholders   listed  on  the
Stockholder   Schedule   attached   hereto  as  EXHIBIT  "A"   (individually   a
"STOCKHOLDER"  and  collectively the  "STOCKHOLDERS"),  LION, Inc., a Washington
corporation ("LION"),  and Anthony Berris, as the Stockholders'  Representative,
as defined below.

                                    RECITALS

         WHEREAS,  pursuant to the Agreement of Merger,  dated as of October 12,
2004, by and among LION, LION Acq., LLC, a Washington  limited liability company
wholly-owned  by  LION  ("MERGER  LLC"),  the  Company,   Anthony  Berris,  Sern
Clementson,  and Anthony Berris,  as Stockholders'  Representative  (the "MERGER
AGREEMENT";  capitalized  terms used herein  without  definition  shall have the
meanings assigned to them in the Merger Agreement),  LION is to acquire from the
Stockholders all of the Company's outstanding Common Stock through the merger of
Merger LLC with the Company (the "MERGER");

         WHEREAS, under the Merger Agreement, it is a condition precedent to the
Merger that the Company make a distribution  to the  Stockholders in the form of
cash and notes (the  "DISTRIBUTION  NOTES")  immediately prior to the closing of
the Merger;

         WHEREAS, the Stockholders are willing to receive the Distribution Notes
as part of the Merger transaction,  and to approve the Merger, provided that (i)
the Distribution Notes are substantially in the form of the note attached hereto
as EXHIBIT "B" (the "FORM OF DISTRIBUTION NOTE"), (ii) the Company's obligations
under the Distribution  Notes are secured by a first priority  security interest
in all of the  Company's  personal  property,  and  (iii)  LION  guaranties  the
Company's obligations under the Distribution Notes and the other Note Documents,
effective as of the closing of the Merger  pursuant to a guaranty  substantially
in the form of the guaranty attached hereto as EXHIBIT "C" (the "GUARANTY"); and

         WHEREAS,  LION and the Company  are  willing to have the Company  grant
such security interest and to have the Distribution  Notes be in the form of the
Form of  Distribution  Note  and  LION is  willing  to  guaranty  the  Company's
obligations under the Distribution  Notes and the other Note Documents  pursuant
to the Guaranty, effective as of the closing of the Merger;

         NOW, THEREFORE, IT IS AGREED THAT:

         1. THE DISTRIBUTION NOTES.

              (a) ISSUANCE OF NOTES. Pursuant to the resolutions of the
Company's Board of Directors attached hereto as EXHIBIT "D" (the "BOARD
DISTRIBUTION RESOLUTIONS"), the Company shall issue to each Stockholder a
Distribution Note in the original principal amount indicated opposite such
Stockholder's name on the Stockholder Schedule.

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              (b) SECURITY INTEREST.

                  (i) GRANT OF SECURITY  INTEREST.  The Company hereby grants to
the  Stockholders'  Representative,  on  behalf  of the  Stockholders,  a  first
priority security interest in all of the Company's right,  title and interest in
the presently  existing and hereafter  acquired personal  property  described in
EXHIBIT "E" attached hereto (the  "COLLATERAL")  to secure the payment of all of
the indebtedness  under the Distribution  Notes and the other Note Documents and
the performance of all the Company's  obligations  under the Note Documents (the
"SECURED OBLIGATIONS").

                  (ii)  REPRESENTATIONS  AND WARRANTIES AND COVENANTS  REGARDING
COLLATERAL.  The Company  represents and warrants to the Stockholders that it is
the true and lawful owner of the  Collateral,  having good and marketable  title
thereto, free and clear of all Liens other than the security interest granted to
the  Stockholders   hereunder  and  the  Liens  described  in  Section  3(d)(the
"PERMITTED  LIENS").  The Company  shall not create or assume or permit to exist
any such Lien on or against any of the Collateral except as created or permitted
hereby and the Permitted Liens, and it shall promptly notify the Stockholders of
any such other Lien  against  the  Collateral  and shall  defend the  Collateral
against,  and take all such action as may be necessary  to remove or  discharge,
any such Lien.

                  (iii) PERFECTION OF SECURITY  NTEREST.  The Company shall take
all actions that the Stockholders request to perfect, to continue the perfection
of, and to otherwise give notice of, the Lien granted hereunder.

         2. STOCKHOLDERS' REPRESENTATIVE.

              (a) GENERAL POWER. The Stockholders' Representative shall have the
power to take all actions that the  Stockholders  have under the Note  Documents
and by law,  including  the  power to  exercise  the  Stockholders'  rights  and
remedies under the Note Documents and by law during the  continuance of an Event
of  Default,  provided  that,  absent  exigent  circumstances  where  action  is
determined  by the  Stockholders'  Representative  to be  necessary  to  protect
Collateral,  the Stockholders'  Representative  shall not proceed to enforce the
Stockholders'  rights and  remedies  against  the  Collateral  or the Company by
foreclosure, judicial action or the like (each, an "ENFORCEMENT ACTION"), unless
and until directed to do so by the Requisite  Holders.  Unless the Stockholders'
Representative shall request further guidance or consents,  any direction by the
Requisite  Holders  to begin an  Enforcement  Action  shall  state only that the
Stockholders'  Representative shall begin enforcement, and shall not specify the
manner   in  which   enforcement   should   proceed.   Once  the   Stockholders'
Representative  receives  direction  from the  Requisite  Holders to commence an
Enforcement  Action,  all  decisions  as  to  how  to  proceed  to  enforce  the
Stockholders'  rights  and  remedies,   including  the  methods  and  timing  or
proceeding,  may be made by the  Stockholders'  Representative in his good faith
business  judgment,   with  such  consultation  with  the  Stockholders  as  the
Stockholders'  Representative  in his sole discretion deems reasonable under the
circumstances.    Notwithstanding   the   foregoing,    if   the   Stockholders'
Representative  requests  the  consent of the  Stockholders  as to any  specific
enforcement  action,  and the Stockholders do not unanimously agree, in writing,
as to whether such action should be taken, then the Stockholders' Representative
may (i) rely upon the decision

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of the Requisite  Holders,  or (ii) in his discretion,  refrain from taking such
action,  unless the  Requisite  Holders  agree to  indemnify  the  Stockholders'
Representative  expressly  with  respect  to  the  specific  Enforcement  Action
proposed  to be  taken.  In the  event  of one or more  foreclosure  sales,  the
Stockholders' Representative shall have the right to credit bid on behalf of all
the Stockholders in respect of the Secured Obligations.

              (b) LIMITATION ON INDIVIDUAL  STOCKHOLDER  ACTION.  Except through
the Stockholders' Representative,  no Stockholder shall collect, take possession
of,  foreclose  upon,  or exercise  any rights or remedies  with  respect to the
Collateral,  the  Company or LION,  judicially  or  non-judicially,  in order to
satisfy  or  collect  any  Secured  Obligations  or  attempt  to do  any  of the
foregoing.

              (c)  ACQUISITION OF  COLLATERAL.  If Collateral is acquired by the
Stockholders'  Representative by foreclosure sale or otherwise, at the option of
the  Stockholders'  Representative,  title  may  be  taken  in the  name  of the
Stockholders' Representative or in the name of a corporation affiliated with the
Stockholders'  Representative  or other nominee  designated by the Stockholders'
Representative, in any case, for the ratable benefit of the Stockholders subject
to the terms of this Agreement.  Although the Stockholders' Representative shall
consult with the Stockholders as to the general operation and disposition of any
Collateral for which title has been acquired  through  foreclosure or otherwise,
the   Stockholders'   consent  shall  not  be  required  for  decisions  by  the
Stockholders' Representative relating to the management, operation, or repair of
the Collateral so acquired.

              (d) ENFORCEMENT COSTS. The costs of repossession, sale, possession
and management (including any costs of holding any Collateral the title to which
is acquired by the Stockholders'  Representative on behalf of the Stockholders),
and distribution shall be borne by the Stockholders pro rata until repaid by the
Company.  Each Stockholder shall reimburse the Stockholders'  Representative for
his  share  of all  such  costs  promptly  upon  demand.  Without  limiting  any
obligations of one Stockholder to reimburse the Stockholders'  Representative as
contained  herein,  if the Company  fails to pay taxes,  assessments,  insurance
premiums,  claims against the Collateral or any other amount required to be paid
by  the  Company  pursuant  to  any of the  Note  Documents,  the  Stockholders'
Representative  may (but shall not be obligated to) advance amounts necessary to
pay the  same,  and each  Stockholder  agrees  to  reimburse  the  Stockholders'
Representative promptly upon demand for his pro rata share of any such payments,
provided that the  Stockholders'  Representative  has advanced such amounts with
the approval of the Requisite Holders.

              (e) POWER OF  ATTORNEY.  The Company  appoints  the  Stockholders'
Representative,  and any agent of the  Stockholders'  Representative,  with full
power  of  substitution,  as the  Company's  true and  lawful  attorney-in-fact,
effective as of the date hereof,  with power,  in his own name or in the name of
the Company,  (A) at any time, at the Company's expense, to take such actions as
are  necessary to perfect or to continue  the  perfection  of the  Stockholders'
security  interest in any of the Collateral and (B) during the continuance of an
Event of Default,  (i) to endorse any notes,  checks,  drafts,  money orders, or
other instruments of payment in respect of the Collateral that may come into the
Stockholders'  possession,  (ii) to sign and endorse any drafts against debtors,
assignments,  verifications  and notices in connection with accounts,  and other
documents  relating  to  Collateral,  (iii) to pay or  discharge  taxes or Liens
levied  or placed on or  threatened  against  the  Collateral,  (iv) to  demand,
collect, issue receipt for,

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compromise,  settle and sue for monies due in respect of the Collateral,  (v) to
notify  Persons  obligated  with  respect  to the  Collateral  to make  payments
directly to the Stockholders' Representative,  and (vi) generally, to do, at the
Stockholders' Representative's option and at the Company's expense, all acts and
things  which the  Stockholders'  Representative  deems  necessary  to  protect,
preserve and realize upon the Collateral and the Stockholders' security interest
therein to effect the intent of the Note Documents, all as fully and effectually
as the Company might or could do; and the Company hereby  ratifies all that said
attorney shall  lawfully do or cause to be done by virtue hereof.  This power of
attorney  shall be  irrevocable  as long as any of the Secured  Obligations  are
outstanding.

              (f) EXERCISE OF RIGHTS AND REMEDIES.  During the continuance of an
Event of Default, the Stockholders' Representative shall have the right, himself
or through any of his agents, with or without notice to the Company (as provided
below), as to any or all of the Collateral, by any available judicial procedure,
or without judicial process  (provided,  however,  that it is in compliance with
the UCC),  to exercise any rights  afforded to a secured  party under the UCC or
other  applicable  law.  Without  limiting the generality of the foregoing,  the
Stockholders'  Representative  shall have the right to sell or otherwise dispose
of all or any part of the Collateral,  either at public or private sale, in lots
or  in  bulk,   for  cash  or  for  credit,   with  or  without   warranties  or
representations,  and upon such terms and conditions,  all as the  Stockholders'
Representative,  in his sole discretion,  may deem advisable,  and it shall have
the  right to  purchase  at any such sale on  behalf  of the  Stockholders.  The
Company  agrees that a notice sent at least fifteen (15) days before the time of
any  intended  public sale or of the time after which any private  sale or other
disposition of the  Collateral is to be made shall be reasonable  notice of such
sale or other  disposition.  The proceeds of any such sale, or other  Collateral
disposition  shall be  applied,  first to the  expenses  of  retaking,  holding,
storing,  processing and preparing for sale,  selling,  and the like, and to the
Stockholders'  reasonable  attorneys' fees and legal  expenses,  and then to the
Secured  Obligations  and to  the  payment  of any  other  amounts  required  by
applicable  law, after which the  Stockholders  shall account to the Company for
any surplus proceeds.  If, upon the sale or other disposition of the Collateral,
the  proceeds  thereof  are  insufficient  to  pay  all  amounts  to  which  the
Stockholders  are  legally  entitled,  the  Company  shall  be  liable  for  the
deficiency  and  the  reasonable   fees  of  any  attorneys  the   Stockholders'
Representative employs to collect such deficiency;  PROVIDED,  HOWEVER, that the
foregoing  shall not be deemed to require the  Stockholders'  Representative  to
resort to or initiate proceedings against the Collateral prior to the collection
of any such deficiency from the Company.  To the extent  permitted by applicable
law,  the  Company   waives  all  claims,   damages  and  demands   against  the
Stockholders'  Representative  and the  other  Stockholders  arising  out of the
retention  or  sale  or  lease  of  the  Collateral  or  other  exercise  of the
Stockholders' rights and remedies with respect thereto. All of the Stockholders'
rights and remedies with respect to the Collateral,  whether  established hereby
or by  any  other  agreements,  instruments  or  documents  or by law  shall  be
cumulative and may be exercised singly or concurrently.

              (g) COMPANY  WAIVERS.  To the extent permitted by law, the Company
covenants  that it will not at any time insist  upon or plead,  or in any manner
whatever  claim or take any benefit or advantage  of, any stay or extension  law
now or at any time  hereafter  in force,  nor  claim,  take or  insist  upon any
benefit or advantage of or from any law now or hereafter in force  providing for
the valuation or appraisal of the  Collateral or any part thereof,  prior to any
sale or sales thereof to be made pursuant to any provision herein contained,  or
the decree,

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judgment or order of any court of competent jurisdiction; or, after such sale or
sales,  claim or exercise any right under any statute now or  hereafter  made or
enacted by any state or  otherwise  to redeem the  property  so sold or any part
thereof, and, to the full extent legally permitted,  hereby expressly waives all
benefit and advantage of any such law or laws,  and  covenants  that it will not
invoke or utilize any such law or laws or otherwise hinder,  delay or impede the
execution of any power herein  granted and  delegated to the  Stockholders,  but
will  suffer  and  permit  the  execution  of every such power as though no such
power, law or laws had been made or enacted.

         3.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company hereby
represents  and warrants to the  Stockholders  that,  except as set forth in the
Schedule of  Exceptions  attached  hereto as EXHIBIT "F", as of the date hereof,
except as otherwise stated to the contrary herein:

              (a)  CORPORATE  POWER;  BINDING  OBLIGATIONS.  The Company has all
requisite  legal and  corporate  power to enter into,  execute and deliver  this
Agreement,  the Distribution Notes and the other Note Documents to which it is a
party.  The  Note  Documents  to  which  it is a party  are  valid  and  binding
obligations of the Company,  enforceable in accordance with their terms,  except
as the same may be limited by bankruptcy, insolvency, moratorium, and other laws
of general  application  affecting the  enforcement of creditors'  rights and by
general principles of equity.

              (b)  AUTHORIZATION.  All corporate and legal action on the part of
the  Company  needed  for the  Company  to issue the  Distribution  Notes and to
perform its obligations hereunder and under the Distribution Notes and the other
Note  Documents to which it is a party have been taken or will be taken prior to
the date hereof.

              (c) NO LIENS.  The Distribution  Notes,  when issued in compliance
with the provisions hereof, will be free of any liens or encumbrances; PROVIDED,
HOWEVER,  that the Distribution Notes may be subject to restrictions on transfer
under state and/or federal securities laws.

              (d) TITLE TO ASSETS;  LIENS.  The Company has good and  marketable
title to the Collateral,  in each case subject to no Lien,  other than (i) those
resulting from taxes which have not yet become delinquent,  and (ii) minor liens
and encumbrances  which do not materially detract from the value of the property
subject  thereto or materially  impair the Company's  operations.  The Company's
execution,  delivery,  and performance of and compliance with this Agreement and
the other Note  Documents  to which it is a party,  and the issuance and sale of
the  Distribution  Notes will not, with or without the passage of time or giving
of notice, result in the creation of any Lien upon any of the Company's assets.

         4. COMPANY COVENANTS.  For so long as any of the Distribution Notes are
outstanding:

              (a)  FINANCIAL  STATEMENTS.  The  Company  shall  deliver  to each
Stockholder as soon as practicable  after the end of each calendar month, and in
any event within thirty (30) days thereafter,  an unaudited balance sheet of the
Company  as of the end of such  month,  cash flow  statements  and an  unaudited
statement of  operations of the Company for the portion of the fiscal year ended
with such month prepared in accordance  with GAAP and certified by the

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Company's  chief  financial  officer,  subject,  however,  to the  exclusion  of
footnotes and to normal year-end audit adjustments;

              (b)  ADDITIONAL  INDEBTEDNESS.  The  Company  shall  not incur any
Indebtedness,  other than the  Indebtedness  outstanding  as of the date hereof,
without the consent of the Requisite  Holders,  given in their sole  discretion;
and

              (c)  PREPAYMENT  OF OTHER  INDEBTEDNESS.  The  Company  shall  not
prepay,  voluntarily  or  involuntarily,  the principal  outstanding  or accrued
interest with respect to any other Indebtedness.

         5.  EVENTS  OF  DEFAULT.  The  occurrence  of any  one or  more  of the
following events shall constitute an "EVENT OF DEFAULT"  hereunder and the other
Note Documents:

              (a) The Company's  failure to pay any amount  payable under any of
the Distribution  Notes or any other Note Documents in accordance with the terms
thereof;

              (b)  The  Company's  breach  of any  representation  and  warranty
hereunder  or any of the other Note  Documents  or the  Company's  breach of any
covenant  hereunder or any of the other Note Documents which is not cured within
ten (10) days of the earlier of the Company learning of such breach or of notice
thereof  from  the  Stockholders'  Representative  or any  of the  Stockholders;
PROVIDED,  HOWEVER,  that if the cure  will take more than ten (10) days and the
Company is diligently  pursuing such cure during such ten (10) day period,  then
an Event of Default  shall not occur with  respect to such breach if it is cured
within twenty (20) days of the earlier of the Company learning of such breach or
of  notice  thereof  from  the  Stockholders'   Representative  or  any  of  the
Stockholders;

              (c) The  Company  (A) has an order for relief  entered  against it
under  Chapter 11 of Title  Eleven of the United  States  Code (the  "BANKRUPTCY
CODE"), (B) makes an assignment for the benefit of creditors, (C) applies for or
seeks the  appointment  of a receiver,  liquidator,  assignee,  trustee or other
similar  official for it or of any substantial  part of its property or any such
official  is  appointed,  other  than  upon  the  Company's  request,  and  such
unrequested   appointment   continues  for  thirty  (30)  days,  (D)  institutes
proceedings  seeking an order for relief  under the federal  Bankruptcy  Code or
seeking  to  adjudicate  it a bankrupt  or  insolvent,  or seeking  dissolution,
winding up, liquidation, reorganization,  arrangement, adjustment or composition
of it or any of its debts under other  applicable  federal or state law relating
to creditor  rights and  remedies,  or any such  proceeding is filed against it,
other than upon the Company's request, and such unrequested proceeding continues
undismissed or unstayed for thirty (30) days, or (E) takes  corporate  action in
furtherance of any of the foregoing actions;

              (d) If there is a default in any agreement between the Company and
a  third  party  that  gives  the  third  party  the  right  to  accelerate  any
Indebtedness  exceeding $100,000, or if there is an Event of Default, as defined
in the Notes, as issued pursuant to the Merger Agreement;

              (e) If there (i) occurs a material adverse change in the business,
operations,  prospects or condition  (financial  or otherwise) of the Company or
the  Guarantor,  or (ii) is a

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material  impairment  of the  Company's  ability to satisfy  any  portion of the
Secured Obligations; or

              (f) The Guaranty  ceases for any reason to be in full force or the
Guarantor or any  circumstance  described in Section 5(b) or Section 5(c) occurs
to or with respect to the Guarantor.

6.  DEFINITIONS.  As used herein,  the following  terms shall have the following
meanings:

         "GAAP": generally accepted accounting principles as in effect from time
to time.

         "INDEBTEDNESS":  any  liability,  whether or not  contingent,  (i) with
respect to borrowed money, or evidenced by bonds,  notes,  debentures or similar
instruments,  (ii)  representing the balance deferred and unpaid of the purchase
price of any  property or services  (except such  balance  that  constitutes  an
account  payable to a trade creditor  created or incurred in the ordinary course
of  business,  (iii) as lessee  under  leases that are  capital  leases for GAAP
purposes,  (iv) consisting of  reimbursement  obligations with respect to surety
bonds, letters of credit,  banker's acceptances,  drafts or similar documents or
instruments  issued for the liable Person's account,  and (v) as a guarantor for
any liability  described in clause (i), (ii),  (iii) or (iv) of this definition,
including any guarantor  arising from the pledge of any property as security for
any liability of a third party  described in clause (i), (ii),  (iii) or (iv) of
this definition.

         "LIENS":   any   lien   (statutory   or   other),   mortgage,   pledge,
hypothecation, assignment, deposit arrangement, security interest, charge, claim
or other  encumbrance of any kind (including any conditional sale or other title
retention agreement,  any lease in the nature thereof, and any agreement to give
any security  interest) and any agreement to give or refrain from giving a lien,
mortgage,  pledge,  hypothecation,  assignment,  deposit  arrangement,  security
interest, charge, claim or other encumbrance of any kind.

         "NOTE DOCUMENTS":  this Agreement, the Distribution Notes, the Guaranty
and all documents needed to perfect or give notice of the Stockholders' security
interest in the Collateral.

         "PERSON":  any individual,  sole proprietorship,  corporation,  limited
liability company,  limited liability partnership,  partnership,  joint venture,
trust,  unincorporated   organization,   estate  or  any  other  entity  or  any
governmental agency.

         "REQUISITE HOLDERS":  at any time, the Stockholders holding a majority,
measured by principal amount, of the Distribution Notes outstanding.

         "UCC":  the Uniform  Commercial Code in effect from time to time in the
relevant jurisdiction.

         7. MISCELLANEOUS.

              (a) ENTIRE AGREEMENT.  This Agreement,  the Distribution Notes and
the Guaranty constitute the full and entire  understanding and agreement between
the parties with regard to the subject matters hereof and thereof.

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              (b) WAIVERS AND AMENDMENTS.  No provision of this Agreement or any
other Note  Document to which the  Company is a party may be amended,  waived or
modified  other  than by a  document  signed by the  Company  and the  Requisite
Holders (as of the effective date of such action);  PROVIDED,  HOWEVER,  that no
amendment,  waiver or  modification  of this  subsection may be made without the
consent  of  all  the   Stockholders.   Upon  any  such  amendment,   waiver  or
modification,  the Company  shall  promptly give written  notice  thereof to the
Stockholders  who  did  not  execute  the  written  consent.   Each  Stockholder
acknowledges  that  the  Requisite  Holders  will  have  the  power  under  this
subsection to diminish or eliminate  rights of such  Stockholder  under the Note
Documents.

              (c) STOCKHOLDER  RIGHTS.  Each Stockholder shall have the absolute
right to exercise or to refrain from  exercising any right such  Stockholder has
under the Note Documents, including the right to consent to an amendment, waiver
or modification of any of such documents,  and such Stockholder  shall not incur
any liability to any other  Stockholder with respect to exercising or refraining
from exercising any such right.

              (d) GOVERNING  LAW;  VENUE;  WAIVER OF JURY TRIAL.  This Agreement
shall be governed by and construed in  accordance  with the laws of the State of
California, without regard to the conflicts of law provisions. The Company, LION
and each  Stockholder  each hereby submits to the  jurisdiction of the state and
Federal courts located in the County of San Francisco,  State of California, or,
at  Stockholders'  Representative's  sole  option,  such other venues and courts
which have appropriate  jurisdiction over the matter in controversy with respect
to all actions relating to the Note Documents.  Each of the Company and LION (i)
waives any objection of forum non  conveniens  and venue,  (ii) waives  personal
service of any process upon it, (iii)  consents that all such service of process
be made in the  manner  set forth in  Section  7(e) for the giving of notice and
(iv) waives any right it may otherwise have to collaterally  attack any judgment
entered  against it. The Company,  LION and each  Stockholder  each hereby waive
their  respective  rights to a jury trial of any claim or cause of action  based
upon or  arising  out of any of the Note  Documents  or any of the  transactions
contemplated  therein,  including contract claims,  tort claims,  breach of duty
claims, and all other common law or statutory claims.  Each party recognizes and
agrees that the foregoing waiver constitutes a material  inducement for entering
into the Note Documents.  Each party represents and warrants that such party has
reviewed  this  waiver  with legal  counsel  and that such party  knowingly  and
voluntarily  waives such party's jury trial rights following  consultation  with
legal counsel.

              (e) NOTICES. Any notice,  request or other communication  required
or permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or mailed by registered or certified mail, postage
prepaid,  or by  recognized  overnight  courier or personal  delivery or sent by
facsimile,   addressed   (i)  if  to  a   Stockholder   or   the   Stockholders'
Representative,  at the  address  such  Person has  furnished  to the Company in
writing,  (ii) if to the Company, at the address set forth on the signature page
hereof  or  such  other  address  as  it  has  furnished  to  the  Stockholders'
Representative  in writing in accordance with this  subsection,  and (iii) if to
LION,  at the  address  set forth on the  signature  page  hereof or such  other
address as it has furnished to the  Stockholders'  Representative  in writing in
accordance with this subsection. A notice shall be deemed effectively given, (a)
upon personal  delivery to the party to be notified;  (b) when sent by confirmed
facsimile if sent during normal  business  hours of the  recipient,  and if not,
then on the next  business  day;  (c) five (5) days  after  having  been sent by
registered or certified mail, return receipt requested,  postage prepaid; or (d)
one (1) day  after

                                      E-8
<PAGE>

deposit with a nationally  recognized  overnight  courier,  specifying  next day
delivery, with written verification of receipt.

              (f)  EXPENSES.  The  Company  shall  reimburse  the  Stockholders'
Representative  and the  Stockholders  for all reasonable fees and expenses that
they incur in enforcing the Note  Documents and their rights and remedies  under
the Note Documents and by law,  including  reasonable  attorneys' fees and legal
expenses. All such fees and expenses shall be Secured Obligations.

              (g)  VALIDITY.  If any  provision of this  Agreement is judicially
determined to be invalid, illegal or unenforceable,  the validity,  legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

              (h) TITLES AND  SUBTITLES.  The titles and subtitles  used in this
Agreement are used for convenience  only and are not considered in construing or
interpreting this Agreement.

              (i) COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  each of which  shall be an  original,  but all of which  together
shall be deemed to constitute one instrument.






                                      E-9
<PAGE>

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed and  delivered by their proper and duly  authorized  officers as of the
date first written above.

                                TUTTLE RISK MANAGEMENT SERVICES INC.



                                By: /s/ ANTHONY BERRIS
                                    --------------------------------------------
                                Title: President
                                       -----------------------------------------

                                ADDRESS FOR NOTICES:

                                Tuttle Risk Management Services Inc.
                                4040 Civic Center Drive, Suite 540
                                San Rafael, CA 94903

                                Fax:  (415) 462-7505

                                Attention:  Mr. Anthony Berris



                                /s/ ANTHONY BERRIS
                                ------------------------------------------------
                                Anthony Berris, the Stockholders' Representative



                                LION INC.



                                By: /s/ RANDALL D. MILES
                                    --------------------------------------------

                                Title: Chairman and CEO
                                       -----------------------------------------

                                ADDRESS FOR NOTICES:

                                4700 - 42nd Ave. S.W., Suite 430
                                Seattle, WA 98116
                                Fax:  (206) 577-1441
                                Attention:  Randall D. Miles, Chairman and CEO



                                STOCKHOLDER:

                                /s/
                                ------------------------------------------------

                                Address:




                                      E-10
<PAGE>

                                    EXHIBIT A

                            [ INTENTIONALLY OMITTED ]











                                      E-11
<PAGE>

                                    EXHIBIT B

THIS SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT").  NO SALE OR DISPOSITION  MAY BE EFFECTED EXCEPT IN
COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE  REGISTRATION  STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR  HOLDERHOLDER,  SATISFACTORY TO THE
COMPANY,  THAT SUCH  REGISTRATION  IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

                             SECURED PROMISSORY NOTE

$______                                                         October __, 2004

         For value received,  TUTTLE RISK  MANAGEMENT  SERVICES INC., a Delaware
corporation (the "COMPANY"),  promises to pay to the order of  _________________
("HOLDER")  the principal sum of $_____,  with interest on the unpaid  principal
from the date  hereof at a rate equal to ten percent  (10%) per annum.  Interest
shall be computed  based on the basis of a 365 day year for the actual number of
days elapsed.

         The  principal  shall be paid in four (4)  equal  installments,  due on
January __,  2005,  April __,  2005,  July __,  2005,  and October __, 2005 (the
"MATURITY  DATE").  Each  scheduled  principal  payment shall be  accompanied by
accrued and unpaid interest outstanding. In addition to such scheduled principal
payments,  the Company shall make on the  fifteenth day of each calendar  month,
commencing with November 15, a principal payment equal to the amount obtained by
multiplying   fifteen  percent  (15%)  of  the  Company's  accounts   receivable
collections  during the preceding  calendar  month (in the case of October 2004,
for the  period  from the date  hereof  to the  last  day of such  month),  by a
fraction,  the numerator of which is the then principal amount outstanding under
this Note and the  denominator of which is the then aggregate  principal  amount
outstanding  under all of the Notes issued under the Note Agreement,  as defined
herein.  Each such principal payment shall be applied to the scheduled quarterly
principal  payments  in the  inverse  order of  maturity.  This  Note is  issued
pursuant to the Secured  Notes  Agreement,  dated as of the date hereof,  by and
among the Company,  the Holder, LION, Inc., Anthony Berris, as the Stockholders'
Representative,  and the other  stockholders  of the Company  named therein (the
"NOTE AGREEMENT";  capitalized  terms used herein without  definition shall have
the meanings assigned to them in the Note Agreement).

         The Company  shall have the right to prepay,  in whole or in part,  the
principal  outstanding  hereunder.  Each  such  principal  prepayment  shall  be
accompanied  by the  interest  accrued  and  outstanding  with  respect  to such
principal  amount.  Each  such  principal  prepayment  shall be  applied  to the
scheduled quarterly principal payments in the inverse order of maturity.

         All payments of principal and interest  shall be in lawful money of the
United States of America.

                                      E-12
<PAGE>

         Pursuant  to the  Note  Agreement,  the  Company's  payment  and  other
obligations hereunder are secured by the Collateral.

         Upon the Company's receipt of reasonably  satisfactory  evidence of the
loss,  theft,  destruction or mutilation of this Note and (i) in the case of any
such  loss  theft  or  destruction,   upon  delivery  of  indemnity   reasonably
satisfactory to the Company in form and amount,  or (ii) in the case of any such
mutilation,  upon surrender of this Note for cancellation,  the Company,  at its
expense, shall execute and deliver, in lieu thereof, a new Note.

         If any provision of this Note is  judicially  determined to be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

         This Note shall be binding  upon,  and shall  inure to the  benefit of,
Company  and Holder  and their  respective  successors  and  permitted  assigns.
Company may not assign its  obligations  under this Note  without  the  Holder's
consent, given in the Holder's sole discretion.

         This Note shall be construed in  accordance  with the laws of the State
of California, without giving effect to conflicts of law principles thereof.

                                       TUTTLE RISK MANAGEMENT SERVICES INC

                                       By:
                                          --------------------------------------

                                       Title:
                                              ----------------------------------







                                      E-13
<PAGE>

                                 EXHIBITS C - F

                            [ INTENTIONALLY OMITTED ]
















                                      E-14