Partner Agent Assignment and Assumption Agreement

Exhibit 10.7

Partner Agent
Assignment and Assumption Agreement

     This Partner Agent Assignment and Assumption Agreement (the “Agreement”) is made and entered into as of June 10, 2009 by and between Risk Transfer Holdings, Inc., to include all related entities, affiliates and subsidiaries contemplated within the Amended and Restated SUA Insurance Company Partner Agent Program Agreement (collectively, “RTH”), Risk Transfer Programs, LLC (“RTP”) and SUA Insurance Company (the “Company”).

     WHEREAS, RTH wishes to transfer to RTP the rights, authority and obligations as Partner Agent, as defined by the Amended and Restated SUA Insurance Company Partner Agent Program Agreement (the “Partner Agent Agreement”) dated June 10, 2009 and entered into by the Company and RTH;

     NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein and in accordance with Section IX.D. of the Partner Agent Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

1.   RTH hereby transfers and assigns a