EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this " Agreement ") is made this 30th day of July, 2009, by and between Advocate, MD Financial Group Inc., a Nevada corporation (the " Company "), and Mark E. Adams, an individual (" Executive "), with reference to the following facts:

A.           The Company and Executive entered into and executed that certain Executive Employment Agreement dated effective August 1, 2003 (the " Original Agreement "), pursuant to which Executive was employed by the Company as Senior Vice President of Sales and Marketing, an Executive Employment Agreement dated effective May 1, 2004 (the " 2004 Agreement ") pursuant to which Executive was employed by the Company as President and Chief Operating Officer, and an Executive Employment Agreement dated effective June 1, 2005 (the " 2005 Agreement ") pursuant to which Executive was employed by the Company as President and Chief Executive Officer and Chairman of the Board of the Company and President and Chairman of the Board of Advocate, M.D. Insurance of the Southwest Inc. (“ MD Insurance ”).

B.           The Company has entered into that certain Agreement and Plan of Merger dated as of the same date as this Agreement with FPIC Insurance Group, Inc. (“ FIG ”), among others, (the “ Merger Agreement ”) pursuant to which the Company will become a subsidiary of FIG.

C.           The Company and FIG believe that Executive has been and will continue to be an integral part of the operation, management and development of the medical professional liability insurance business of the Company (the " Business "); and, subject to the terms and conditions set forth in this Agreement, the Company desires that from and after the Closing Date, as defined in the Merger Agreement, Executive continue to be employed as President and Chief Executive Officer of the Company and MD Insurance, and Executive desires to accept such employment.

D.           Effective on the Closing Date (as defined in the Merger Agreement), the Company and Executive now desire to amend and restate the 2005 Agreement in its entirety as hereinafter provided.

In consideration of the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, it is hereby agreed by and between the parties hereto, effective on the Closing Date, as follows:

1.1            Employment .  Subject to the terms and conditions set forth in this Agreement, the Company hereby employs Executive as President and Chief Executive Officer of the Company and MD Insurance (the “ Offices ”), and Executive hereby accepts such employment under the terms of this Agreement effective only at and as of the Closing Date.

1.2            Duties .  Executive shall perform all duties assigned to him to the best of his ability and in a manner satisfactory to the Company.  Executive shall report to the Board of Directors or the officer of the Company designated by it and shall perform all duties and have all powers which are set forth in the Company's bylaws and which are otherwise commonly incident to the Offices and shall perform such additional duties assigned to him and exercise such additional powers as provided to him by the Board of Directors.

1.3            Primary Business Efforts .  Executive shall devote his primary efforts, attention and energies to the Business of the Company. Although Executive may, at his option, work flexible hours, he agrees that during the Term of Employment, he will not directly or indirectly engage in any business that is competitive in any manner with the Business of the Company or in any other way constitutes a conflict of interest or that, in the reasonable judgment of Executive, whether on an individual basis or in the aggregate, would materially interfere with the performance of Executive’s duties hereunder.  Notwithstanding the foregoing, Company acknowledges and agrees that Executive may continue with his roles, activities and involvement in (a) his various existing business ventures (e.g., Viva Chocolato, Murphy Adams Restaurant Group, Employers Trust Management Group, Sozo, Endowment Development Group, etc.) and (b) Board of Directors service positions (e.g., AstroTech (NASD), McCoy College of Business at Texas State University, KLD Energy Technologies, etc.), as to both of which Executive represents in his reasonable judgment do not and will not materially interfere with Executive’s duties hereunder.

1.4            Prior Agreements .  Executive and the Company hereby acknowledge and agree that, as of the Closing Date, the 2005 Agreement is superseded in its entirety by this Agreement; provided , however , that any and all representations, warranties and covenants made by the Executive to or for the benefit of the Company which are intended to survive the termination or expiration of the 2005 Agreement shall continue to survive after the Closing Date.  Executive hereby further acknowledges and agrees that as of the Closing Date, except for accrued but unpaid salary, bonuses and vacation pay and as Executive shall have given the Company notice prior to the Closing Date, and except for unreimbursed expenses, neither the Company nor any of its subsidiaries will owe Executive any amounts for compensation or otherwise related to the 2005 Agreement and that neither the Company nor any subsidiary of the Company has any outstanding debts, liabilities or obligations to Executive under the 2005 Agreement; any such debts, liabilities or obligations having been discharged by the Company prior to the Closing Date or hereby waived by Executive as of the Closing Date.

2.         Term

The term of employment under this Agreement (the " Term of Employment ") shall commence on the Closing Date and, subject to the provisions of Section 4 below, shall continue for a period of two (2) years.

3.         Compensation

As the total consideration for Executive's services rendered hereunder, Executive shall be entitled to the following:

3.1          Base Salary .  A salary of Four Hundred Twenty-four Thousand and No/l00 Dollars ($424,000.00) per year (" Base Salary ") beginning as of the Closing Date through the one-year anniversary of the Closing Date, payable in regular installments in accordance with the customary payroll practices of the Company. Executive's Base Salary shall be subject to such payroll deductions as required by law or as appropriate under the Company's payroll deduction procedures and policies. Executive's base salary shall be adjusted upwards effective at the one-year anniversary of the Closing Date to Four Hundred Thirty-Six Thousand and No/100 Dollars ($436,000.00) per year.

3.2          Performance Incentive .

(a)   Tier I Performance Incentive .  In addition to Executive's Base Salary, Executive shall receive for each of the two successive years ending on the first and second anniversary of the Closing Date a performance incentive payment, payable in cash as soon as reasonably practicable after determination of the amount of the Earnout Payment (as defined in the Earnout Agreement), based upon the Company's performance for the Measurement Period (as defined in the Earnout Agreement) ending immediately after such date in accordance with the following terms.

The amount of such performance incentive, if any, for the first year shall be equal to one-sixth (1/6) of the Gross Earnout Amount (as defined in the Earnout Agreement), or, if applicable under the Earnout Agreement, the Gross Alternate Earnout Amount (as defined in the Earnout Agreement), excluding in either such case the amounts described in clauses (d), (e) and (f) of the definition of Gross Earnout Amount, for the first Measurement Period (as defined in the Earnout Agreement), as finally determined in accordance with the procedures set out in the Earnout Agreement.

The amount of such performance incentive, if any, for the second year shall be equal to one-sixth (1/6) of the Gross Earnout Amount or, if applicable for such period under the Earnout Agreement, the Gross Alternate Earnout Amount, excluding in either such case the amounts described in clauses (d), (e) and (f) of the definition of Gross Earnout Amount, for the Earnout Period (as defined in the Earnout Agreement), as finally determined in accordance with the procedures set out in the Earnout Agreement, less the amount of the payment, if any, made to Executive pursuant to the immediately preceding paragraph.

Notwithstanding the foregoing, the amount of the first performance incentive payment described in this Section 3.2(a) shall not exceed $500,000, and the aggregate amount of both performance incentive payments described in this Section 3.2(a) shall not exceed $1,000,000.

(b)   Tier II Performance Incentive .  In addition to Executive's Base Salary and the performance incentive provided by Section 3.2(a) , Executive shall receive for the two-

year period ending on the second anniversary of the Effective Date a performance incentive payment, payable in cash as soon as reasonably practicable after determination of the amount of the Earnout Payment, based upon and the Company's performance for the Earnout Period (as defined in the Merger Agreement) in accordance with the following terms.

The amount of such performance incentive, if any, for the first year shall be equal to the product of forty percent (40%) of one-quarter (1/4) of the Gross Earnout Amount or, if applicable under the Earnout Agreement, the Gross Alternate Earnout Amount, for the first Measurement Period, as finally determined in accordance with the procedures set out in the Earnout Agreement.

The amount of such performance incentive, if any, for the second year shall be equal to one-quarter (1/4) of the Gross Earnout Amount or, if applicable under the Earnout Agreement, the Gross Alternate Earnout Amount, as finally determined in accordance with the procedures set out in the Earnout Agreement, less the amount of the payments, if any, made to Executive pursuant to the immediately preceding paragraph, and pursuant to Section 3.2(a) .

Performance incentive compensation under this Section 3.2(b) shall be (i) earned by Executive notwithstanding that Executive may no longer be employed on a Measurement Period date or at the end of the Earnout Period and (ii) not exceed $1,500,000 in the aggregate.

3.3          Car Allowance .  During the Term of Employment, Executive is entitled to a car allowance of Two Thousand and No/100 Dollars ($2,000.00) plus a Gross Up (as defined below) with respect to such car allowance per month for the purchase or lease of an automobile for use in connection with the performance of Executive's duties hereunder.  The car allowance is in lieu of reimbursement of local automotive expenses incurred by Executive on behalf of the Company.  "Gross Up" means an amount of additional cash compensation that the Company shall pay Executive so that the amount received by Executive hereunder with respect to the applicable amount payable or benefit equals such amount payable or benefit after deducting the federal and state income, excise, employment and other taxes payable by Executive on the applicable amount payable or benefit and the Gross Up, in any case assuming the maximum federal and state income tax rates for individuals residing in Executive's state of residency.

3.4          Personal Time .  Executive shall be entitled to seven (7) weeks vacation for each year during the Term of Employment; provided, however, that, with the exception of grandfathered accrued vacation, only one week of unused vacation time shall carry over from year to year.  Executive's sick leave, holidays and any other paid days off shall be governed by the Company's usual policies applicable to all of its executives.  Notwithstanding the foregoing, with the exception of the grandfathered accrued vacation, in no event shall Executive receive payment for more than four (4) weeks unused vacation on termination of employment.

3.5          Benefits .

  (a)           Executive shall be entitled to participate in or receive benefits under any employee benefit plan or other arrangement made available by the Company to its

officers and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.  Notwithstanding the foregoing, all health insurance premiums for Executive, his spouse and dependents shall be paid by the Company.  The decisions of the Board of Directors (or its compensation committee, if applicable) in such matters shall be final.

 (b)           Additionally, the Company shall either pay or reimburse Executive for one hundred percent (100%) of the following up to a combined maximum payment or reimbursement equal to Twenty-five Thousand and No/100 Dollars ($25,000.00) per year in the aggregate: (i) any and all costs or expenses for medical and dental treatment, including but by no means limited to surgeries, prescriptions, eye care (including, but not limited to, optometrist visits and exams, glasses, contact lenses, laser surgery, and prescriptions) and dental care (including, but not limited to, dental exams and procedures, orthodontics, implants, oral surgery, and aesthetic dentistry) for Executive, his spouse, and his eligible dependents; (ii) any and all costs or expenses for health and fitness for Executive, his spouse, and his eligible dependents; (iii) any and all costs or expenses for the preparation, by a professional of Executive's choosing, of Executive's annual and estimated federal income tax returns, and personal financial, tax and estate plans and related consultation for Executive by professionals of Executive's choosing; (iv) any and all costs or expenses for an annual physical examination by a physician of Executive's choosing for each year during the Term of Employment for Executive; (v) any and all costs or expenses for the education, including tuition, for Executive; (vi) any and all dues, fees and expenses of club memberships for Executive's use during the Term of Employment; and (vii) any and all costs or expenses for life insurance coverage of up to Four Million and No/100 Dollars ($4,000,000.00) during the Term of Employment (subject to Executive's insurability as a normal risk at ordinary rates without surcharge) ( provided , however , that the amount of such insurance to be so provided shall be offset by life insurance coverage provided to Executive under any other group or other life insurance programs provided by the Company).  If and to the extent that, for any year during the Term of Employment, any of the benefits described in and by this Section 3.5(b) shall, upon Executive's receipt of same, constitute taxable income to Executive for income tax purposes, then the Company shall pay a Gross Up to Executive with respect to such taxable benefit as soon as possible but in no case later than 2.5 months following the end of the taxable year in which the underlying benefit was taxable.

 (c)           Employee’s entitlement to such “benefits” shall be in accordance with Employer’s employee benefit plans and other applicable programs, policies, and practices then in effect, to be interpreted so that payment of such “benefits” does not violate Section 409A of the Internal Revenue Code, as amended (the " Code ").

3.6         Expense Reimbursement .  The Company will pay, upon submission of appropriate supporting documentation, all expenses of Executive incurred in connection with the rendering of services to the Company as an employee pursuant to this Agreement in accordance with the Company's usual and ordinary practices.  In addition, Company will reimburse Executive for 100% of his cellular telephone expenses.

3.7         Source of Payments and Other Compensation .  Executive hereby acknowledges and agrees that all payments provided under this Agreement represent an unfunded and

unsecured obligation of the Company, shall be paid in cash solely from the general funds of the Company, and, except as required by law, no special or separate trust or fund shall be established and no other segregation of assets shall be made to assure payment.

4.         Termination

Executive's employment shall terminate prior to the expiration of the Term of Employment set forth in Section 2 above upon the happening of any of the following:

4.1         Termination for Cause .  The Company may terminate this Agreement for Cause. For purposes of this Agreement, " Cause " shall mean:

 (a)           Any intentional conduct which is materially detrimental to the Company or any of its subsidiaries including, but not limited to, theft, fraud, embezzlement, misappropriation or dishonesty;

 (b)           The charging of Executive with a felony offense that is detrimentally harmful to the Company or any offense described in 18 U.S.C. § 1033 (whether before or after the Closing Date);

 (c)           Executive's willful misconduct which has not been cured after thirty (30) days' written notice from the Company to Executive and which has had a material detrimental effect on the Company, including:

(i)           Material failure of Executive to apply his primary efforts, attention and energies to the Business of the Company (other than due to the disability of Executive) in accordance with Section 1.3 ;

(ii)           Material failure of Executive to perform consistently the duties assigned to him by Company; or

(iii)           Material breach by Executive of this Agreement.

 (d)           Executive's commission of an act constituting a material breach of fiduciary duty to the Company; or

 (e)           Drug or alcohol abuse which materially affects Executive's job performance.

4.2         Termination Without Cause .  The Company may terminate the employment of Executive and all of the Company's obligations hereunder (except as expressly provided) at any time and for any reason or for no reason during the Term of Employment without "Cause."

4.3         Termination Due to Disability or Death .  Executive's employment hereunder may be terminated by the Company:

 (a)           In the event that (i) Executive receives proceeds of an insurance policy funded by the Company insuring Executive against permanent disability, or (ii) the

(b)           Immediately upon the death of Executive.

4.4         Voluntary Termination by Executive .  Executive may terminate his employment with the Company at any time during the Term of Employment after the first anniversary of the Closing Date by giving the Company written notice of such termination.  The Company, at its election, may require Executive to continue to perform his duties hereunder for all or some portion of the time prior to the effective date of his termination.

4.5         Termination by Executive for Good Reason .  Executive may terminate his employment with the Company for Good Reason (as defined below) by giving the Board of Directors of the Company written notice of intent to terminate, which notice sets forth in reasonable detail the facts and circumstances claimed to provide a basis for such Good Reason termination.  For the purposes of this Agreement, the term " Good Reason " shall mean the occurrence of any one or more of the following: (i) the assignment of Executive to duties materially inconsistent with Executive's authority, duties, responsibilities and status (including offices or removal therefrom, titles, and reporting requirement) as set forth hereunder, or a material reduction or alteration in the nature or status of Executive's authority, duties or responsibilities; (ii) reduction by the Company in Executive's Base Salary; (iii) the failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform this Agreement; (iv) the movement of Executive's office by more than twenty (20) miles from its current location; or (v) the breach by the Company of any of its material obligations under this Agreement.

4.6         Termination by Mutual Agreement of the Parties .  Executive's employment pursuant to this Agreement may be terminated at any time by written agreement signed by Executive and an authorized officer of the Company. Any such termination of employment shall have the consequences specified in such agreement.

4.7         Notice of Termination .  Any purported termination of the Executive's employment (other than by mutual agreement) shall be communicated by written notice (a " Notice of Termination ") from one party hereto to the other party hereto in accordance with the notice provision contained in Section 14 hereof.

4.8         Termination Date .  For purposes of this Agreement, " Termination Date " shall mean the date specified in the Notice of Termination (provided that if Executive terminates the notice period shall not exceed thirty (30) days unless otherwise agreed by the parties) or the date of Executive's death, or in the event of termination by mutual agreement, the effective date set forth in the written agreement.  The Notice of Termination shall specify an effective date (1) which may be immediate, in the case of termination under Section 4.1; (2) of thirty (30) days following the notice date under Sections 4.2, 4.3 or 4.5 ; or (3) of ninety (90) days following the notice date under Section 4.4 .