TIRS LICENSE AMENDED AND RESTATED AGREEMENT

Contact Information

Name: Mike Fullen

Telephone: 441-278-5526 Fax No.

Email Address: Mike.Fullen@awac.com

Mailing Address: 29 Richmond Road,

Pembroke HM 08, Bermuda

Initial Term End Date

November 17, 2009

Subsequent to the Initial Term, this Agreement shall automatically renew for successive renewal terms of one (1) year each (Renewal Term) unless either party notifies the other of its desire not to renew prior to the expiration of the Initial Term or relevant Renewal Term.

Maintenance and Upgrades

THI will provide the upgrades and updates to the TIRS Software that are generally made available to licensees of the TIRS Software.

Training

Payment Due Date

December 15, 2006

October 17, 2007

October 17, 2008

February 15, 2007

1.

LICENSE GRANT

1.1.

Subject to the terms and conditions set forth herein, THI hereby grants to Licensee, a worldwide, nontransferable, nonexclusive, nonassignable, limited license and right to access, use, copy (as expressly permitted herein), and modify THI’s The International Reinsurance Systems computer software product(s) (as identified on the Cover Page of this Agreement) together with all documentation and other materials accompanying such product(s) (together, the “ TIRS Software ”).

1.2.

Neither this Agreement nor the TIRS Software may be sold, leased, assigned, sublicensed or otherwise transferred by Licensee, in whole or in part, unless otherwise agreed in writing by THI.

2.

SCOPE

2.1.

Licensee’s use of the TIRS Software shall be limited to use to process only Licensee’s own internal business. Licensee is authorized to make a reasonable number of copies of TIRS Software for the purposes of quality assurance, testing, backup and disaster recovery purposes. Licensee will keep records of each copy made, where such copy is located and the authorized user thereof. Such records will be available for inspection at any reasonable time by THI upon ten (10) days notice.

2.2.

Licensee has the right to develop interfaces to the TIRS Software in conjunction with its use of the TIRS Software. Such Licensee-developed software interfaces will remain the intellectual property of Licensee or its vendors.

3.

DELIVERY; INSTALLATION; SOURCE CODE ESCROW

3.1.

The TIRS Software will be supplied as a run-time machine executable application on a date to be agreed between the parties. Source code for the TIRS Software is not licensed to Licensee, and will not be provided to Licensee unless otherwise agreed between the parties in writing.

3.2.

Licensee is responsible for providing the following operating environment upon which the TIRS Software will run: a Unix server running Informix IDS (database server) version 9.x. or higher and Windows NT, 2000, or XP-based PC clients running Informix Connect version 9.x or higher. Licensee shall furnish and make

available its equipment and facilities as required for the installation, operation or maintenance of the TIRS Software, and take such action as may be necessary to ensure that the operating environment specified in this Section 3.2 is operable as of the agreed date of installation. Licensee is also responsible for obtaining all appropriate licenses, including all necessary licenses for the Informix software products, relating to the operating environment.

3.3.

THI will use commercially reasonable efforts to assist Licensee to install and configure the TIRS Software, and, if necessary, the Informix server software product.

3.4.

Within thirty (30) days after the Effective Date, THI shall enter into a source code escrow agreement (the “Source Code Escrow Agreement”) with a reputable escrow agent (the “Source Code Escrow Agent”) and make Licensee a beneficiary to the Source Code Escrow Agreement. In the event that the Source Code Escrow Agreement expires or is terminated, THI shall promptly notify Licensee thereof and THI agrees to immediately enter into a new escrow agreement on the same terms with another escrow agent, which shall be mutually agreed to by the parties. Upon making Licensee a beneficiary to the Source Code Escrow Agreement, THI will deposit with the Escrow Agent a documented copy of the source code form of the TIRS Software, a listing thereof, commentary, developer notes, libraries, tools, utilities and other related materials in a source code escrow account. If THI corrects any defects in the TIRS Software, or provides any new corrected releases, new versions, modifications or enhancements to the TIRS Software, THI shall simultaneously furnish the Escrow Agent with a corrected or revised copy of the source code form of the TIRS Software (the revised copies and the original copies, collectively, the “Escrowed Materials”). THI shall obtain the right in the Source Code Escrow Agreement for Licensee, as a beneficiary under the Source Code Escrow Agreement, to audit THI’s escrow account with the Source Code Escrow Agent in order to confirm that THI has complied with its obligations to comply its obligations to deposit all of the materials and documents required pursuant to this Section.

3.5.

The Escrowed Materials will be released from escrow if THI becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or composition, or makes a general assignment for the benefit of creditors. Without any limitation of the rights granted to Licensee in Section 1 of this Agreement, THI hereby grants to Licensee, under any and all of THI’s intellectual property rights (both now and in the future), a perpetual, irrevocable, non-exclusive right and license to access, use, display and modify the Escrowed Materials (“Source Code License Rights”) solely for the purpose of supporting the TIRS Software; provided, that although the foregoing grant is effective as of the Effective Date, Licensee may exercise any such Source Code

License Rights only upon the occurrence of the release of the Escrowed Materials to Licensee pursuant to this Section.

3.6

All rights and licenses granted under or pursuant to this Agreement by THI are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses to rights to “Intellectual Property” as defined under the Code. The parties agree that Licensee, as licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Code. The parties further agree that, in the event of the commencement of any bankruptcy proceeding by or against either party under the Code, either party shall be entitled to retain all of its rights under this Agreement.

4.

TERM AND TERMINATION

4.1.

Term of License . Subject to earlier termination as described in Section 4.2, and unless otherwise agreed in writing by the parties, this Agreement shall commence on the Initial Term Start Date set forth on the Cover Page, and shall continue until the Initial Term End Date set forth on the Cover Page (such period being referred to as the “ Initial Term ”). Thereafter, this Agreement shall automatically renew for successive renewal terms of one (1) year each (“ Renewal Terms ”), unless either party notifies the other of its desire not to renew at least ninety (90) days prior to the expiration of the Initial Term or Renewal Term then in effect.

4.2.

Termination of License . This Agreement may be terminated prior to the expiration of the Initial Term or any subsequent Renewal Term as follows:

c.

THI may terminate this Agreement at any time upon written notice to Licensee if any assignment is made by Licensee for the benefit of creditors, or if a receiver, trustee in bankruptcy or similar officer shall be appointed to take charge of any or all of Licensee’s property, or if Licensee files a voluntary petition under federal bankruptcy laws or similar state or foreign statutes or such a petition is filed against Licensee and is not dismissed within forty-five (45) days, or if Licensee liquidates or otherwise winds up its business for any reason.

d.

THI may terminate this Agreement if a third party acquires Licensee, if Licensee merges with a third party, or if any entity that did not have a majority ownership interest in Licensee as of the Effective Date subsequently acquires a majority ownership interest in Licensee, by providing twelve months written notice to Licensee of such termination, following THI’s actual knowledge of such change in control of Licensee.

the pricing for the Renewal Term. No later than sixty (60) days prior to the beginning of each Renewal Term, Licensee shall notify THI of its intent to renew or terminate this Agreement. If Licensee elects to renew, Licensee shall pay THI the entire renewal License Fee concurrently with its notice of election to renew. Licensee shall be obligated to pay the entire renewal License Fee for any Renewal Term that has commenced, regardless of the level of Licensee’s actual or expected use of the TIRS Software during such Renewal Term.

5.3.

Payments Net . All payments, fees and other charges payable by Licensee to THI under this Agreement are net of all freight charges, taxes (including sales, value-added or use taxes), tariffs and other governmental charges, all of which shall be paid by Licensee. Licensee acknowledges that it is responsible for such governmental charges and that if THI is required to pay any such charges based on the TIRS Software, services or other items provided to Licensee, then such charges, but not any penalties or interest, shall be billed to and paid by Licensee. Licensee shall obtain and provide to THI any certificate of exemption or similar document required to exempt any transaction under this Agreement from sales tax, use tax or other tax liability.

5.4.

Payment Terms . All payments shall be made in U.S. Dollars.

5.5.

Effect of Early Termination . In the event that this License Agreement is terminated pursuant to Section 4.2, THI shall refund to Licensee the applicable License Fee, as pro-rated over the Initial Term or any applicable subsequent Renewal Term.

6.

PROPRIETARY INFORMATION

6.1.

THI shall have sole and exclusive ownership of all right, title and interest in and to the TIRS Software and all modifications, updates, upgrades and enhancements thereto (including ownership of all trade secrets, copyrights, trademarks, service marks, and patentable inventions pertaining thereto), subject only to the rights and privileges expressly granted to you herein by THI. This Agreement does not provide Licensee with title or ownership of the TIRS Software, but only a right of limited use as provided herein. Licensee shall keep the licensed TIRS Software free and clear of all claims, liens, and encumbrances.

6.2.

This Agreement shall not be construed as an encumbrance or limitation of any kind on THI’s right to develop or modify the TIRS Software in any way. In addition, this Agreement shall not be construed as an encumbrance or limitation of any kind on THI’s right to transfer ownership of the TIRS Software or to license or sublicense the TIRS Software to any p