AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), made and entered into as of the 22nd day of June 2009, by and between:

All capitalized terms which are not defined herein shall have the same meaning as defined terms in Appendix A, which is attached hereto and incorporated herein as reference.

WHEREAS ,  the Company is engaged in the insurance business and desires to employ Employee and to secure for the Company the benefit of Employee’s experience, efforts and abilities in connection with the business of the Company, all as provided herein; and

WHEREAS , the Company has and will continue to expend substantial resources in connection with the aforementioned endeavors; and

WHEREAS ,  Employee and Company are parties to that certain employment agreement dated July 1, 2008 ("Prior Employment Agreement"), setting forth the terms and conditions of Employee's service to the Company as Chief Executive Officer, among other services, and the Company's compensation of Employee in connection therewith; and

WHEREAS , the Company and Employee desire to amend and restate the Prior Employment Agreement to include the additional terms and conditions set forth herein; and

NOW , THEREFORE , in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.            Employment.   The Company and the Employee entered into the Prior Employment Agreement, effective as of July 1, 2008, and wish to amend and restate the Prior Employment Agreement on the terms and conditions set forth herein.  The Employee agrees that the Prior Employment Agreement is terminated and all terms of his employment with the Company are stated in this Agreement, except as set forth in the Non-Compete Agreement (as defined in Section 6)

2.            Term of Employment.   The Employee shall serve as the Company's Chief Executive Officer and be employed for a period of three years from June 22, 2009 through July 1, 2012 (this period of employment may be referred to as the “Term of this Agreement”).

3.            Duties of Employee.   So long as employed hereunder, Employee agrees to devote Employee’s full business time and energy to the business and affairs of the Company, to perform Employee’s duties hereunder effectively, diligently and to the best of Employee’s ability and to use Employee’s best efforts, skill and abilities to promote the Company’s interests.  Employee’s duties shall include, but are not limited to executive management functions for the Company in any positions to which he is appointed by the Board, as well as providing any other reasonable services as may be determined by the Company from time to time in the Company’s reasonable discretion, provided such services do not violate any applicable laws or regulations.

4.            Compensation.   For all services to be rendered by Employee to the Company during the Term of this Agreement, the Company agrees to compensate Employee and Employee agrees to accept from Employer, the following compensation:

(a)            Base Salary.   The Company agrees to pay Employee (i) an annual salary of Two Hundred Fourteen Thousand Dollars ($214,000) per year, payable biweekly, subject to applicable withholding and other taxes (which annual salary may be increased by the Compensation Committee, in its sole discretion at any time during the Term of this Agreement) and (ii) any additional compensation, as determined by the Compensation Committee in its sole discretion.

(b)            Medical Insurance.   So long as Employee is employed by the Company, the Company agrees to provide medical insurance coverage at no cost for the Employee (plus family) commensurate with the coverage provided by the Company for other similarly situated employees.

(c)            Automobile Allowance .  Throughout the Term of this Agreement, the Company will pay Employee an automobile allowance in a minimum amount of $500 per month.  Such automobile allowance shall be for no more than one automobile and shall include all expenses related thereto, including, without limitation, lease expenses, maintenance and insurance.

(d)            Vacation/Personal Time .  Employee shall be entitled to reasonable vacations and/or personal time off during each year of the Term of this Agreement.

5.            Termination of Employment.

(a)            Termination by the Company for Cause . If Employee’s employment with the Company is terminated for Cause, the Employee shall be entitled to Employee’s base weekly salary (as provided in Section 4(a) above) prorated only through the date of the termination of employment.

(b)            Termination by the Company without Cause .  If during the Term of this Agreement the Employee’s employment is terminated by the Company without Cause, the Company will make a lump sum payment, no later than 10 days following such termination, to the Employee in an amount equal two years' base salary (the "Termination Severance").  Additionally, the Company will accelerate all unvested stock options and any other equity awards held by the Employee at the time of termination and Employee shall have no less than 90 days to exercise any outstanding options; provided, however, in no event shall an option be exercisable beyond its stated term.

(c)            Death .  In the event of the Employee's death, this Agreement shall automatically terminate as of the date of such death without notice to either party.

(d)            Disability .  In the event that the Employee shall be unable to perform his duties hereunder by virtue of illness or physical or mental disability (from any cause or causes whatsoever) in substantially the manner and to the extent required of him hereunder prior to the commencement of such disability and the Employee shall fail to perform such duties for a period of  thirty (30) or more days, whether or not continuous, in any continuous one hundred and twenty (120) day period, then the Company shall have the right to terminate this Agreement and the Employee's employment with the Company as of the end of any calendar month during the continuance of such disability upon at least fifteen (15) days' prior written notice to the Employee.  Notwithstanding the foregoing, in the event that the Company maintains a long-term disability policy for the benefit of the Employee (regardless of who pays the premium) the Company shall have the right to terminate this agreement pursuant to this Section 5(d) only if the Employee is determined to be disabled for purposes of collecting disability benefits under such long term disability policy.

(e)            Change of Control .  If Employee is employed with the Company on the date on which a Change of Control occurs (the “Change of Control Date”), and if during the remaining Term of this Agreement after the Change of Control Date Employee’s employment is terminated by the Company (or any successor or subsidiary) without Cause or by the Employee for Good Reason, the Company will make a lump sum payment to the Employee in an amount equal to two times the sum of the Employee's base salary in effect immediately prior to the Change of Control plus the actual bonus earned by the Employee in the fiscal year immediately preceding the Change of Control (the "Change of Control Severance").  This payment shall be made to the Employee within five (5) days following such termination of employment.  Additionally, the Company will accelerate all unvested stock options and any other equity awards held by the Employee at the time of such termination and Employee shall have no less than 90 days to exercise any outstanding options; provided, however, in no event shall an option be exercisable beyond its stated term.  In addition, the Company shall continue to provide Employee (and his Family) with medical insurance (as described in Section 4(b) hereof) for a period of two years after the date of such termination of employment at no cost to the Executive and on the same terms and conditions as in effect on the date on which such termination of employment occurs (the "Extended Medical Coverage").  Following such Extended Medical Coverage, Employee (and his Family) shall be entitled to extended coverage under the terms of COBRA.   All obligation of the Company following a Change of Control shall be assumed by the acquirer or successor entity of the Company.

(f)            Termination Within Six Months Prior to a Change of Control .  In the event that Employee is terminated by the Company without Cause prior to a Change of Control and a Change of Control occurs within six months following such termination, then in addition to the Termination Severance made to Employee pursuant to Section 5(b) of this Agreement, the Employee shall be entitled to an additional lump sum payment in an amount equal to (i) the Change of Control Severance, less (ii) the Termination Severance.  Such additional payment shall be made by the acquirer or successor entity of the Company within five (5) days following the Change of Control.  In addition, the acquirer or successor entity of the Company shall provide the Employee (and his family) the Extended Medical Coverage described in Section 5(e) beginning on the date of the Change of Control.  Employee (and his Family) shall be entitled to extended coverage under the terms of COBRA following the Extended Medical Coverage.

(g)            Resignation.   If the Employee voluntarily resigns his employment with the Company with less than 2 weeks advanced notice, the Employee’s compensation shall be reduced one day for each day the advanced notice is less than two weeks.  Also, the Employee agrees to reimburse the Company, if necessary to comply with this provision.

6.            Non-Solicitation of Company Employees Agreement.   Employee acknowledges and agrees that his covenants and obligations contained in his Non-Compete Agreement with the Company dated December 19, 2005 (the "Non-Compete Agreement") are in full force and effect and will continue to apply.  Employee agrees that for the period