Non Competes - Agreement Drafted by a Top Law Firm

THIS NON-COMPETITION AGREEMENT (this “ Agreement ”) is made and entered into as of the 30th day of July, 2009, by and among FPIC Insurance Group, Inc., a Florida corporation, its subsidiaries, affiliates, successors, or assigns (collectively, the “ Buyer ”), Advocate, MD Financial Group Inc., a Nevada corporation (the “ Company ”), and Mark E. Adams (the “ Shareholder ”).

A.           The Shareholder owns 2,429,479 shares of common stock of the Company and 56,666 shares of the Class B preferred stock of the Company, such amount representing approximately 20.09% percent of the Company’s outstanding capital shares.

B.           The Buyer and the Company and certain of its shareholders, including the Shareholder, are parties to that certain Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”), pursuant to which the Buyer has agreed to purchase all outstanding securities of the Company (the “ Transaction ”).

C.           The Shareholder will receive substantial consideration in exchange for his interest in the Company as a result of the consummation of the Transaction.  In addition, on the terms and subject to the conditions hereof, the Shareholder will receive from the Buyer as additional consideration for the Shareholder’s agreements contained herein a lump sum cash payment of $2 million.

D.           The parties acknowledge that each of the Buyer and the Company is currently engaged, among other things, in the underwriting and marketing of medical professional liability insurance to medical professionals and facilities, risk retention groups, and captives and in the providing of risk management, managerial or other services related thereto.

E.           The parties acknowledge that the relevant market for the products and services offered by the Buyer and the Company is nationwide in scope.

F.           As a condition and material inducement for the Buyer to enter into the Merger Agreement and consummate the Transaction, and to preserve the value and good will of the business being acquired by the Buyer pursuant thereto, the Merger Agreement contemplates, among other things, that the Shareholder will enter into this Agreement concurrently with the execution of the Merger Agreement and that this Agreement will become effective as of the Closing Date.

In consideration of the foregoing premises, and the covenants, agreements, representations and warranties set forth herein, and for other good and valuable consideration,

the receipt and legal sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.            Effective Time .  This Agreement shall be effective only at and as of the Closing Date.

2.            Defined Terms .  All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement.

3.            Additional Consideration .  In addition to the consideration provided to the Shareholder as a result of the Transaction, the Buyer shall pay the Shareholder two million and No/100 dollars ($2,000,000.00) in immediately available funds payable on the Closing Date.

4.            Non-Competition, Confidentiality and Non-Solicitation .

(a)          Covenant not to Compete .  The Shareholder acknowledges that during the course of the Shareholder’s employment with the Company, the Shareholder has received and has been privy to confidential information and trade secrets of the Company and will continue to receive and be privy to confidential information and trade secrets of the Company and the Buyer and their affiliates during the course of the Shareholder’s employment following the Transaction.  The Shareholder further acknowledges that the Buyer has a legitimate interest in ensuring that such confidential information and trade secrets remain confidential and are not disclosed to third parties.  Thus, to avoid the actual or threatened misappropriation of such confidential information and trade secrets, and to preserve the value and good will of the business being acquired by the Buyer pursuant to the Transaction, during the period commencing on the Closing Date and ending on the fourth anniversary of the Closing Date, neither the Shareholder nor any affiliate of the Shareholder shall compete in any manner with the Company and/or its affiliates, directly or indirectly, or own, manage, operate, control, be a consultant to, participate or have any interest in or be connected in any manner with the ownership, management, operation or control of any business with operations in the business in which the Company is engaged on the Closing Date, including without limitation of marketing, selling or underwriting of medical professional liability insurance to medical professionals and facilities, risk retention groups, or captives, or the providing of risk management, managerial or other services related thereto.  This covenant shall be applicable only in any jurisdiction in which the Company or the Buyer or any of their affiliates is admitted to transact business.  As used in this Agreement, an "affiliate" of the Shareholder is any corporation, partnership, association, or other business entity which directly is controlled by the Shareholder or in which the Shareholder has a controlling investment.  Nothing contained in this Agreement shall be deemed to preclude the Shareholder from purchasing or owning, directly or beneficially, as a passive investment, less than five (5) percent of any class of publicly traded securities of any corporation engaged in the business in which the Company is engaged on the Closing Date, including without limitation the business of marketing, selling or underwriting of medical professional liability insurance to medical professionals and facilities, risk retention groups, or captives, or the providing of risk management, managerial or other services related thereto so long as the Shareholder does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such corporation.

The covenants set forth in this Section 4(a) shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenants set forth in this Section 4(a) .  If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. To the extent that the provisions of this Section 4(a) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws.

The Shareholder acknowledges that:(i) the Shareholder is familiar with the foregoing covenant not to compete; (ii) the covenant set forth in this Section 4(a) represents only a limited restraint and allows the Shareholder to pursue the Shareholder’s livelihood and occupation without unreasonable or unfair restrictions; (iii) the Shareholder is an officer, key employee, and/or key member of the management of the Company; (iv) the goodwill associated with the existing business, customers and assets of the Company prior to the Transaction is an integral component of the value of the Company to the Buyer and is reflected in the consideration payable in connection with the Transaction, including such consideration received by the Shareholder; and (v) the Shareholder’s agreement as set forth herein is necessary to preserve the value and good will of the Company for the Buyer following the Transaction.  The Shareholder represents that the Shareholder is fully aware of the Shareholder’s obligations hereunder, and acknowledges that the limitations of length of time, geography and scope of activity agreed to in this Agreement are reasonable because, among other things: (A) the Company and the Buyer are engaged in a highly competitive industry, (B) the Shareholder has unique access to, and will continue to have access to, the trade secrets and know-how of the Company and the Buyer, including the plans and strategy (and, in particular, the competitive strategy) of the Company and the Buyer, (C) in the event the Shareholder’s employment with the Company ended, the Shareholder would be able to obtain suitable and satisfactory employment without violation of this Agreement, and (D) this Agreement provides no more protection than is necessary to protect the Buyer’s interests in the Company’s goodwill, trade secrets and confidential information.

(b)           Confidentiality and Return of Company Documents .  The Shareholder recognizes and acknowledges that by virtue of his employment and position with the Company, he has had and will have access to certain trade secret and confidential information of the Company and the Buyer and that such information constitutes valuable, special and unique property of the Company and the Buyer, and derives economic value because it is not generally known to the public or to others who could benefit from its disclosure or use ( " Trade Secrets " ). Trade Secrets include the following:

  (i)           customer information such as customer lists and other information concerning part