MASTER INVESTMENT AGREEMENT

Master Investment Agreement, dated as of December 14, 2005 (this “ Agreement ”), by and among Grupo Lakas S.A., a Panamanian corporation (the “ Investor ”), Panama Peat S.A., a Panamanian corporation (“ PPSA ”), Changuinola Peat S.A., a Panamanian corporation (“ CPSA ” and together with PPSA, the “ Issuers ”), Strategy Holding Company Limited, a Barbados company (the “ Company ”), and Strategy International Insurance Group, Inc., a Texas corporation (“ Strategy ”).

A.   The Investor has agreed to make an investment in the Company (the “Investment“) of that certain secured convertible promissory note, issued by the Investor in favor of the Company, in the original principal amount of $700,000,000 (as amended, restated, supplemented or otherwise modified from time to time, the “ Note ”), upon the terms and subject to the conditions set forth herein, in consideration for certain preferred shares of the Company, as more fully described herein.

B.   The obligations of the Investor under the Note will be secured by certain Peat Certificates (as defined below) and the peat evidenced thereby, which peat certificates shall be delivered to the Company pursuant to the terms of that certain security agreement, dated of even date herewith, by and between the Investor and the Company (the “ Security Agreement ”).

C.   In connection with and as consideration for the making of the Investment, Strategy has agreed to issue a warrant to the Investor for the purchase of shares of Strategy, pursuant to the terms of that certain warrant agreement made by Strategy to the Investor (the “ Warrant ”), and the Strategy shares acquired pursuant thereto shall be subject to that certain registration rights agreement between Strategy and the Investor (the “ Registration Rights Agreement ”).

Now therefore, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS 

Definitions Used Herein . When used in this Agreement, the following terms shall have the following meanings:

1.1   Ancillary Agreements shall mean any and/or all of (i) the Note, (ii) the Security Agreement, (iii) the Warrant, and (iv) the Registration Rights Agreement. 

1.2   Approval Date shall mean the date on which the Supervisor of Insurance in Barbados approves the Further Investment as authorized regulatory capital of Strategy Insurance under Barbados law.

1.3   Business Day shall mean a day other than a Saturday or Sunday on which commercial banks in New York State are authorized permitted to open for the transaction of customary banking business.

1.4   Certificate of Designation shall have the meaning set forth in Section 3.1.3.

1.5   Closing shall have the meaning set forth in Section 2.2.

1.6   Closing Certificate shall mean a certificate, issued by a senior officer of the relevant entity, attaching thereto a certificate of incumbency with respect to the signature of each individual executing and delivering any documents or instruments on behalf of such entity (ii) a copy of a good standing certificate or similar document issued by the relevant Governmental Authority with respect to such entity; and (iii) a copy of the resolutions of the governing body of such entity, authorizing the execution, delivery and performance by such entity of, as applicable, this Agreement and the Ancillary Agreements to which such entity is a party in accordance with their respective terms and of any other documents contemplated hereunder and the consummation of the transactions contemplated hereby and thereby.

1.7   Closing Date shall have the meaning set forth in Section 2.2 .

1.8   Company Common Stock shall have the meaning set forth in Section 4.4 .

1.9   Company Preferred Stock shall have the meaning set forth in Section 4.4 . 

1.10   Conversion Right shall have the meaning set forth in Section 2.1

1.11   CPSA shall have the meaning set forth in the preamble to this Agreement.

1.12   CPSA Hectares shall have the meaning set forth in Section 7.3 .

1.13   Event of Default shall have the meaning set forth in Section 9.1 .

1.14   Further Investment shall have the meaning set forth in Section 8.6 .

1.15   Governmental Authority shall mean, with respect to any party hereto, any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

1.16   Investment shall have the meaning set forth in Section 2.1 .

1.17   Material Adverse Effect shall mean, with respect to a party hereto, a material adverse effect on the business, operations, liabilities, properties, assets or financial condition of such party.

1.18   Other Person shall mean any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Authority not a party to this Agreement.

1.19   Peat Certificates shall mean the bearer certificates for peat issued by the Issuers together with the additional bearer certificates for peat, if any, that the Issuers shall issue from time to time and deliver to the Company (or assigns), pursuant to the terms hereof and of the Security Agreement, each of which is described in the Security Agreement, as listed on Exhibit 1.16 hereto).

1.20   Peat Concessions shall mean the concessions granted by the Republic of Panama to (i) PPSA on October 17, 2005 and (ii) CPSA on July 7, 1999.

1.21   Peat Reduction Amount shall mean (x) with respect to any sale or assignment of a Peat Certificate, the value of the peat evidenced thereby as stated on the face of such Peat Certificate; and (y) with respect to any sale or assignment of peat underlying any such Peat Certificate, the ex-Mine price of such peat, the value of such peat, the value in each case determined pursuant to the Valuation Method.

1.22   PPSA shall have the meaning set forth in the preamble to this Agreement.

1.23   PPSA Hectares shall have the meaning set forth in Section 7.1 .

1.24   Preferred Shares shall have the meaning set forth in Section 2.1 .

1.25   Redemption shall have the meaning set forth in Section 2.1 . 

1.26   Redemption Amount shall be $700,000,000, plus any accrued and unpaid dividends.

1.27   Registration Rights Agreement shall have the meaning assigned thereto in Recital C above.

1.28   Required Ratio shall have the meaning set forth in Section 8.2 .

1.29   Securities Act shall mean the Securities Act of 1933, as amended, or any successor law, and regulations and rules issued pursuant to such act or successor law.

1.30   Security Agreement  shall have the meaning assigned thereto in Recital B above.

1.31   Strategy Insurance shall mean Strategy Insurance Limited, a Barbados company.

1.32   Valuation Method shall mean the greater of (x) the “ex-mine price” of peat, based on the price as quoted from time to time by, and based on the then most current quote of, the United States Department of Agriculture, and (y) the ex-Mine price of peat as determined from time to by the independent appraiser retained by the Company in accordance with this Agreement.

1.33   Warrant shall have the meaning set forth in Recital C above.

1.34   Additional Definitional Provisions . For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

1.34.1   the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

1.34.2   accounting terms not otherwise defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles as in effect from time to time;

1.34.3   references herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

1.34.4   a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

1.34.5   the words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and

1.34.6   the terms “include” and “including” shall mean without limitation by reason of enumeration.

ARTICLE 2

CLOSING

2.1   Investment of the Note; Terms of the Note  Subject to the terms and conditions of this Agreement, at the Closing, the Investor shall assign, transfer, convey and contribute (the “ Investment ”) to the Company, and the Company shall accept and acquire from the Investor, the Note and the Investor shall simultaneously deliver therewith the Peat Certificates securing the same. The parties hereto hereby agree, and the Note shall provide, that at any time and from time to time the Company (and its assigns) shall have the right, in the sole discretion thereof, to convert (the “Conversion Right”) the Peat Certificates and/or the underlying peat constituting collateral for the Note to cash proceeds, such cash proceeds to be applied as a deemed prepayment of the outstanding principal balance of, and accrued interest on, the Note (and such amounts shall be applied to either the outstanding interest or principal balance, as determined by the Company in its sole discretion.) To exercise the Conversion Right, the Company (or its assigns) may from time to time, at its sole discretion, sell or assign one or more of the Peat Certificates, and/ or may mine, or cause to be mined, all or any of the peat evidenced by any such Peat Certificate, in accordance with the terms of the relevant Peat Concession. Upon the exercise by Company and/or its assigns of such Conversion Right and the consummation of the sale of the relevant Peat Certificate and/or underlying peat without any further action being required by either the Investor, the Company or its assigns, the principal balance of, and/or accrued interest on, the Note shall be reduced by the Peat Reduction Amount for such transaction. In such connection, not later than fifteen (15) days after the consummation of any such sale of a Peat Certificate or the underlying peat, the Company shall deliver to the Investor a notice (the “Reduction Notice”), setting forth the Peat Reduction Amount, and indicating that such amount has been applied as a prepayment on and a reduction of the outstanding principal balance of, and/or accrued and unpaid interest on, the Note.

2.2   Issuance of Preferred Shares In consideration for the Investment, the Company shall issue to the Investor 24 shares of the Company’s nonvoting preferred stock, designated as Class D Preferred Stock (the “ Preferred Shares ”). The Preferred Shares shall have the following rights, preferences, privileges and restrictions:

2.2.1   Dividend on the Preferred Shares . Each of the Preferred Shares shall carry a dividend, payable out of realized profits or surplus of the Company available for dividends, at an annual rate of 3.43% (i.e., One Million Dollar (US$1,000,000) per share per annum (the “ Base Dividend ”), which shall accrue and be payable on the last day of June and December in each year, commencing on June 30, 2006. In addition to the Base Dividend, the Preferred Shares will provide an additional dividend (the “ Bonus Dividend ”), payable out of realized profits or surplus of the Company available for dividends, equal to the dividend (the “SIL Bonus Dividend”) payable to the Company by its subsidiary Strategy Insurance Limited, a Barbados company (“SIL”) and a subsidiary of Holdings, which SIL Dividend (and therefore the Bonus Dividend) shall equal 12% of the gross insurance premiums written by SIL during each calendar year (pro rated for partial years) following the Closing in excess of $200,000,000; provided that neither the SIL Dividend nor, consequently, the Bonus Dividend, shall exceed $60,000,000 with respect to any calendar year.

2.2.2   Redemption of the Preferred Shares . The Preferred Shares shall be redeemable by the Company at any time, in whole or in part, upon not less than five (5) Business Days prior notice to the Investor, for the Redemption Amount.

2.2.3   Non-Convertible .   The Preferred Shares shall not be convertible into any other shares (of whatever class) of the capital of the Company.

2.2.4   Non-Assignable . The Preferred Shares may not be, and the Investor hereby covenants and agrees that it shall not cause or permit the Preferred Shares to be sold, assigned, transferred or hypothecated.

2.2.5   Board Seats . As long as 50% of the Preferred Shares are outstanding and held by the Investor, the Investor shall be entitled to appoint two members of the Board of Directors of Strategy, which appointment shall be effectuated within thirty (30) days following the Approval Date. Except for such right to appoint directors, the holder of the Preferred Shares shall have no voting right.

2.3   Closing . The closing of the Investment (the " Closing ") shall take place at the New York offices of Baker & McKenzie LLP, subject to the satisfaction or waiver of the conditions set forth in Article 3, on December 14, 2005, or such other earlier date as is agreed to by the parties to this Agreement (the “ Closing Date ”).

2.4   Deliveries . At the Closing, subject to the terms and conditions hereof, in addition to the documents set forth elsewhere herein, which are required to have been entered into prior to or as of the date of the Investment, the following deliveries shall be made:

2.4.1   the Company, will deliver to the Investor:

(a)   one or more stock certificates representing the Preferred Shares, registered in the Company’s name;

(b)   a Closing Certificate;

(f)   such other certificates, documents or instruments as the Investor shall reasonably request.

2.4.2   the Investor will deliver to the Company:

(a)   the Note, duly executed by the Investor;

(b)   the Security Agreement, duly executed by the Investor;

(c)   the Peat Certificates duly transferred to the Company or its nominee;

(d)   an opinion of counsel in form and substance acceptable to the Company;

(e)   a Closing Certificate; and

(f)   such other certificates, documents or instruments as the Company shall reasonably request.

ARTICLE 3

PRECONDITIONS TO CLOSING

3.1   Conditions to the Investor’s Obligations at the Closing . The Investor’s obligations to make the Investment at the Closing are subject to the satisfaction, at or prior to the Closing, of the following conditions:

3.1.1   Representations and Warranties True . The representations and warranties made by the Company herein shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date.

3.1.2   Consents, Permits, and Waivers . The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for issuance of the Preferred Shares in consideration of the Investment, except for such as may be properly obtained subsequent to the Closing.

3.1.3   Amendment of Certificate of Incorporation . An amendment to the Certificate of Incorporation authorizing the Preferred Shares shall have been approved by, if required, the shareholder(s), and by the Board of Directors of the Company, and the same shall be promptly filed with the relevant Barbados governmental authorities, and shall thereafter be in full force and effect.

3.2   Conditions to the Company’s Obligations at the Closing . The Company’s obligation to accept the Investment and to issue the Preferred Shares at the Closing are subject to the satisfaction, on or prior to the Closing, of the following conditions:

3.2.1   Representations and Warranties True . The representations and warranties made by the Investor and each Issuer herein shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if they had been made as of the Closing Date.

3.2.2   Performance of Obligations . The Investor and the Issuers shall have performed and complied with all agreements and conditions herein required to be performed or complied with by the Investor and the Issuers on or before the Closing.

3.2.3   Consents, Permits, and Waivers . The Investor and each Issuer shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Investor as follows:

4.1   Organization and Qualification . It is duly organized and is validly existing and in good standing under the laws of Barbados, with all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power or authority is not, in the aggregate, reasonably likely to have a Material Adverse Effect. The Company is qualified or licensed to do business and is in good standing in each jurisdiction where the nature of the business conducted by it or the properties owned or leased by it requires qualification, except where the failure to be so qualified or licensed is not, in the aggregate, reasonably likely to have a Material Adverse Effect.

4.2   Corporate Authority . The execution and delivery by the Company of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by, as applicable, the board of directors or other governing body, as applicable, of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or to consummate the transactions contemplated hereby on the dates the same are intended to be so consummated. This Agreement and each of the Ancillary Agreements has been duly and validly executed by the Company, and this Agreement and the Ancillary Agreements constitute valid and binding agreements of the Company, enforceable against the Company in accordance with the terms hereof and thereof, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights; and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

4.3   No Violation . The execution and delivery of this Agreement and each of the other Ancillary Agreements and the performance by the Company of its obligations hereunder and under the Ancillary Agreements, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not, violate, conflict with or result in any breach of any provision of the its organization documents.

4.4   Issuance of Preferred Shares . Upon the delivery to the Company of the duly executed Note and the Peat Certificates, and the delivery to the Investor of the certificate(s) evidencing the Preferred Shares, the Preferred Shares will be validly issued, fully paid and non-assessable.

4.5   Consents . No consent, approval, authorization or order of any federal, state or local court or governmental agency or body is required for the consummation the Company of the transactions contemplated hereby or by any of the Ancillary Agreements, other than as have been obtained thereby.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

5.1   Organization and Qualification . The Investor is a corporation duly organized, validly existing and in good standing under the laws of Panama, with all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power or authority is not, in the aggregate, reasonably likely to have a Material Adverse Effect. The Investor is qualified or licensed to do business and is in good standing in each jurisdiction where the nature of the business conducted by it or the properties owned or leased by it requires qualification, except where the failure to be so qualified or licensed is not, in the aggregate, reasonably likely to have a Material Adverse Effect.

5.2   Corporate Authority . The execution and delivery by the Investor of this Agreement and the Ancillary Agreements and consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by its board of directors or other governing body, as applicable, and no other corporate proceedings on the part of the Investor are necessary to authorize or to consummate the transactions contemplated hereby on the dates the same are intended to be so consummated. This Agreement and each of the Ancillary Agreements has been duly and validly executed by the Investor, and this Agreement and the Ancillary Agreements constitute valid and binding agreements of the Investor, enforceable against the Investor in accordance with the terms hereof and thereof, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights; and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

5.3   No Violation . The execution and delivery of this Agreement and as applicable, each of the Ancillary Agreements and the performance by the Investor of its obligations, hereunder and under the Ancillary Agreements, and the consummation by the Investor of the transactions contemplated by this Agreement and the Ancillary Agreements will not (a) violate, conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws, or similar formation documents, of the Investor, (b) violate, conflict with or result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) under the terms, conditions or provisions of any note, bond, mortgage, indenture or deed of trust, or any material license, lease or agreement to which the Investor is a party, or (c) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or Governmental Authority applicable to the Investor, except such defaults and violations which, in the aggregate, are not reasonably likely to have a Material Adverse Effect.

5.4   No Litigation . No litigation (including, but not limited to actions, suits or proceedings in Panama or by or before any Governmental Authority of Panama or any subdivision thereof) is pending or threatened against, relating to, or affecting the Investor or any of its properties, rights or assets.

5.5   Solvency . The Investor has been solvent at all relevant times prior to, and will not be rendered insolvent by, its transfer of the Peat Certificates to the Company.

5.6   Investment Intent . The Investor is acquiring the Preferred Shares hereunder and the right to acquire Company Common Stock pursuant to the Warrant for its own account and with no present intention of distributing or selling the Preferred Shares or the Company Common Stock, and the Investor will not transfer the Preferred Shares or the Company Common Stock in violation of the Securities Act or any applicable state securities law, or otherwise, and no one other than the Investor has any beneficial interest in the Preferred Shares. The Investor will not sell or otherwise dispose o