BROKER AGREEMENT

Whereas Shield Commercial Insurance Services, Inc. (hereinafter known as "SCIS") is a broker and wholesaler for insurance markets; and whereas the Sub-Broker (hereinafter known as "Broker") is a licensed insurance Agent or Broker in one or more states and said Agent or Broker is desirous of placing contracts of insurance from such states for insured named in such contracts of insurance, and is desirous of utilizing generally the underwriting facilities of SCIS.

Now, therefore, in consideration of the mutual covenants and agreements herein expressed, the parties hereto agree as follows:

I. OWNERSHIP OF THE BUSINESS

SCIS recognizes the independent ownership by the Broker of the insurance business covered by the Agreement, however, in the event it becomes necessary for SCIS to cancel the Agreement by reason of violation by the Broker of any of the provisions of the Agreement, before or after termination, the use and control of expirations shall be vested in SCIS insofar as they may be necessary to satisfy the interest of SCIS and SCIS companies.

II. COMMISSIONS

SCIS shall pay the Broker as commission, a percentage rate of the premium on each policy written and paid for under this Agreement at the rate stipulated by SCIS. The Broker shall pay SCIS a return commission at the same rate on any return premiums, including return premiums on cancellations ordered or made by SCIS whether or not the Broker shall have collected the premium from the insured.

III. CANCELLATION OF INSURANCE

Nothing in this Agreement shall be construed as limiting or restricting the right of SCIS to cancel any binder, policy or contract of insurance issued under this Agreement in accordance with the cancellation provisions of such binder, policy or contract. The Broker shall not be entitled to credit for any flat cancellation unless expressly agreed to in writing by SCIS. The Broker shall be liable for the earned premium thereon whether or not collected from the insured.

IV. PREMIUMS, TAXES AND FEES

Policy down payment, taxes and fees are due within the time limit defined on the proposal or insurance binder. Full payment of the balance premium due or satisfactory direct billing established on any insurance bound or written, including audits hereunder, net of the Broker's commission (net premium) shall be paid by the Broker to SCIS within 30 days of the effective date of coverage or invoice date, whichever is later, regardless of whether or not the policy has been issued. Failure by the Broker to remit such premiums as specified shall be cause for SCIS to initiate cancellation proceedings on behalf of SCIS companies. Reinstatement upon subsequent payment by the Broker of the net premiums due shall be at SCIS discretion. The Broker guarantees all premiums, taxes and fees due to SCIS on insurance bound whether or not collected from the insured.

V. CLAIMS

The Broker agrees to notify SCIS and/or SCIS authorized claims adjusters and/or others designated on the SCIS Web Site of any claims, suits or notices of loss. The Broker agrees to cooperate fully with SCIS and its insurance markets to facilitate the investigation adjustment, settlement and payment of any claim when and as requested by SCIS or its insurance markets.

VI. ADVERTISING

The Broker shall not insert any advertisement referring to SCIS companies or cause to have issued any letter, circular, pamphlet or other publication or statement referring to SCIS companies without express written consent of SCIS. In the event SCIS OR SCIS companies shall be subjected to loss or expense arising out of any unauthorized advertisement, publication or statement of the Broker, the Broker shall be liable for all resulting damages and costs.

VIII. NO BINDING AUTHORITY

The Broker cannot bind, or cause to have bound any insured on behalf of SCIS. The Broker has no authority to issue endorsements to any policy issued by SCIS.

IX. CANCELLATlON OF AGREEMENT

The Agreement may be canceled at any time by either party giving written notice to the other. After the date of cancellation of the Agreement, unless otherwise stipulated by SCIS, the Broker shall complete the collection and account to SCIS for premiums, commissions and other transaction unaccounted for on the date of cancellation or arising thereafter with respect to the outstanding balances. In case SCIS shall find it necessary to perform any duty otherwise required of the Broker under this Agreement, the Broker shall be liable for all costs incident thereto.

X. OTHER PROCEDURES

SCIS and their issuing carriers assumes no responsibility toward any policy holder or sub-Broker with regard to the adequacy, amount or form of coverage obtained through SCIS. The Broker will hold SCIS and their issuing carriers harmless from any claim asserted against SCIS by reason of SCIS following the Broker's instructions.

XI. INDEMNIFICATlONS

The Broker agrees to hold harmless and indemnify SCIS, INC. and their issuing carrier(s) against any and all liability arising out of dishonest, fraudulent or negligent acts, errors or omissions of the Broker or any of their employees, agents, or Sub Brokers. SCIS agrees to hold harmless and indemnify BROKER and it's employees against any and all liability arising out of dishonest, fraudulent or negligent acts, errors or omissions of SCIS, or any of it's employees, agents, Sub Brokers or issuing carrier(s).

XII. COSTS AND FEES

Should either party bring suit in court to enforce any of the terms hereof, it is agreed that the prevailing party shall be entitled to a judgment for its costs and reasonable attorney's fees. This agreement shall be construed, governed and enforced in accordance with the laws of the State of California.