INDEPENDENT CONTRACTOR/SALES AGENT AGREEMENT This agreement is made this 15th day of December, 2008, by and between Charles

Denning ("Independent Contractor" and/or "You") and East Coast Risk Management, LLC ("ECRM") and sets forth the terms and conditions of Independent Contractor's position as a sales agent of ECRM services. I. SCOPE OF DUTIES A. DURATION OF EMPLOYMENT Independent Contractor shall act in the capacity of an independent, outside sales agent on behalf of ECRM from 12/15/2008 until 8/4/2009 (the "Contract Term"). At the end of the aforementioned period, this contract shall expire, unless renewed or extended by a writing signed by both parties. ECRM and Independent Contractor hereby agree that this Agreement may be terminated by either party at any time for any reason. Said termination will be effective after either party sends to the other a written notice of intent to terminate at the expiration of thirty (30) days from the date upon which such notice is given to the other. Such termination will then occur at the end of the thirty (30) day notice period. Notwithstanding the foregoing, ECRM shall be able to terminate this Agreement immediately, without the sending of the aforementioned written thirty (30) day notice, upon your death, bankruptcy, or in the event you breach any of the material terms of this Agreement. Any notice required to be given hereunder, shall be deemed given on the third (3rd) business day following mailing of any such notice, postage paid, to the address agreed upon by the parties. B. DUTIES Through this Agreement, ECRM hereby contracts with Independent Contractor to sell the services of ECRM to the public on behalf of ECRM. Independent Contractor agrees to devote his/her best efforts to the performance of his/her duties under this Agreement. Independent Contractor shall perform his/her duties under this Agreement in accordance with the highest standards of professionalism. II. COMPENSATION A. COMMISSION STRUCTURE In consideration for Independent Contractor's services performed herein, a multi-tiered commission structure is agreed upon by Independent Contractor and ECRM. For any sale for which Independent Contractor is the point of initial referral, he/she shall have earned commissions of 20% of the first year contract price and 10% for each subsequent year. Any sale in which an Agent, Business Associate or Entity makes an initial referral to the

Independent Contractor, he/she shall have earned commissions of 14% of the first year contract price and 6% for each subsequent year. Commissions will be considered earned when the customer pays ECRM. All commission earned during the life of this Agreement will be deferred until the conclusion of this Agreement or August 4, 2009, whichever is earlier. Independent Contractor and ECRM agree that there is no interest payable on deferment. At the termination of this Agreement, a final accounting will occur between ECRM and Independent Contractor. The resulting balance will be distributed to Independent Contractor within fifteen (15) days. B. WITHHOLDING OF OTHER BENEFITS ECRM hereby retains Independent Contractor as an independent outside salesperson and Independent Contractor hereby acknowledges that he/she understands, and agrees that he/she is a self-employed, independent contractor and not an employee of ECRM. As such, Independent Contractor is solely responsible for timely paying all applicable federal, state, and local taxes on any compensation he/she receives from ECRM. ECRM will provide Independent Contractor with a Form 1099 showing the total commissions paid. ECRM is not responsible for withholding any taxes or other amounts for FICA, FUTA, etc. from any compensation paid to Independent Contractor. In the event that the Internal Revenue Service should determine that the Independent Contractor is, according to I.R.S. guidelines, an employee subject to withholding and social security contributions, the Independent Contractor shall acknowledge, as the Independent Contractor acknowledges herein, that all payments to the Independent Contractor are gross payments and the Independent Contractor is responsible for all income taxes and social security payments thereon. ECRM shall not provide Independent Contractor the opportunity to participate in any employee benefits plans. Such plans shall include, but are not limited to, employee health coverage, 401K savings plan, and vacation plan. All expenses incurred by Independent Contractor, in order to sell the services of ECRM, will be borne by the Independent Contractor. In some instances, at the sole discretion of ECRM, and with pre-approval, expenses may be advanced by ECRM and deducted from any future commissions paid. III. COVENANTS A. COVENANT NOT TO COMPETE Independent Contractor hereby agrees that for so long as he/she is under contract with ECRM and for a period of two (2) years thereafter, Independent Contractor will not:

(1) Directly or indirectly contact any customer of ECRM for the purpose of soliciting such customer to purchase a product or service that would be in competition with the ECRM business. Independent Contractor and ECRM agree that for purposes of this Agreement "Customer" will mean any individual, business, partnership, corporation or other entity who is a client of ECRM at the time of execution of this Agreement or has been identified as a prospective client or whom Independent Contractor has contacted or has planned to contact during such Independent Contractor's contract period for the purpose of the sale of insurance products or services of ECRM; (2) Directly or indirectly interfere with or attempt to disrupt the relationship, contractual or otherwise, between ECRM and any of its employees or contractors or solicit an employee of ECRM to terminate employment with ECRM and become self-employed or employed with others in a business in the same or similar business to the ECRM Business; or

independent which is

(3) Directly or indirectly engage, whether as an employee, partner, owner, agent, stockholder, officer, director or other representative, in any business which competes with the ECRM Business, or which markets, offers or sells the products or services which are the same as, in competition with, or similar to those of the ECRM Business, within fifty (50) miles of all ECRM locations. These locations being: 40 Lincoln Way, Suite 201, North Huntingdon, PA 15642; Country Club Hill, Route 61, Orwigsburg, PA 17961; 3375 Lynn Wood Drive, Altoona, PA 16602; 800 Eastowne Drive, Suite 208, Chapel Hill, NC 27514-386; 3744 Starr Centre Drive, Canfield, OH 44406-0159. This prohibition set forth in Subsection (3) hereof shall not in any way relieve the Independent Contractor from the responsibilities set forth in this Section A relating to contact with ECRM customers and/or contacts.

(1)

(4) Independent Contractor acknowledges that his/her experience enables him/her to obtain employment in many different areas of endeavor and to work for different types of employers, so it will not be necessary for Independent Contractor to violate the provisions of this Section A in order to remain economically viable. B. ACKNOWLEDGMENT Independent Contractor hereby acknowledges and agrees that: (1) This Agreement is necessary for the protection of the legitimate business interests of ECRM; (2) Independent Contractor has no intention of competing with ECRM within the area and during the time limit set forth herein above; and

(3) Any term or provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. If any term, provision, section or subsection of this Agreement shall be determined by a court of competent jurisdiction to be unenforceable because of the duration thereof or the geographical area included therein, the parties hereby expressly agree that the court making such a determination shall have the power to reduce the duration and/or to delete such specific words or phrases which the court shall deem necessary to permit enforcement of such term, provision, section or subsection in a restricted form. C. COVENANT OF CONFIDENTIALITY ECRM has compiled and organized substantial information that is designed to identify, evaluate and control workplace accident risks and that utilizes unique marketing strategies and pricing policies (the "Business Model"). It is understood and agreed to that ECRM and Independent Contractor would like to exchange certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree that confidential information includes, but is not limited to: Business information relating to ECRM's proprietary ideas, trade secrets, existing or contemplated services, research and development, profits, finances and financial projections, customer lists, client's proprietary information, marketing, and current or future business models regardless of whether such information is designated as "Confidential Information" at the time of its disclosure. The Independent Contractor readily acknowledges that ECRM possesses certain valuable proprietary and technical information with respect to the ECRM Business. During Independent Contractors contract term, ECRM will disclose to Independent Contractor certain confidential information to provide Independent Contractor with the necessary information to perform his or her function within the ECRM Business. During the term of this Agreement, and following its termination by either party, Independent Contractor agrees to not disclose such confidential information to any third party except as may be authorized in writing by ECRM. Independent Contractor acknowledges that confidential information supplied by ECRM in written or other tangible form is the property of ECRM, together with all reproductions thereof in any form, which Independent Contractor may have in his/her possession or control. Independent Contractor will not use or disclose any of such Proprietary Information for Independent Contractor's own purposes or for the benefit of any person or other entity or organization (except ECRM) under any circumstances unless such Proprietary

Information has been publicly disclosed generally, or upon at least ten (10) days prior notice to ECRM (or on such shorter notice as is available if a subpoena is returnable within less than ten (10) days) and Independent Contractor is legally required to disclose such Proprietary Information. D. REMEDIES The parties hereto agree that ECRM would suffer irreparable harm from a breach by Independent Contractor of any of the covenants or agreements contained in this Agreement. Therefore, in the event of an actual or threatened breach by Independent Contractor of any of the provisions of this Agreement, ECRM or its successors or assigns may, in addition and supplementary to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance, injunctive or other relief in order to enforce or prevent any violation of the provisions hereof (including the extension of the non-competition period by a period equal to the length of the proceedings necessary to stop such violation). In the event of an alleged breach or violation by Independent Contractor of any of the provisions of the Agreement, the non-competition period described above will be tolled until such alleged breach or violation is resolved. If Independent Contractor is found to have violated any of the terms hereof, Independent Contractor shall also be required to pay all of the reasonable costs and expenses (including legal fees) incurred by ECRM in enforcing this Agreement. E. SUCCESSORS AND ASSIGNS ECRM may only assign or transfer its rights hereunder to its affiliates or to a successor corporation in the event of merger, consolidation, or transfer or sale of all or substantially all of the assets of ECRM. Subject to the foregoing restrictions, this Agreement shall inure to the benefit of ECRM and its affiliates, successors and assigns, and shall be binding upon Independent Contractor and his/her legal representatives and successors. F. RETURN OF DOCUMENTS Independent Contractor acknowledges and agrees that all originals and copies of records, reports, books, manuals, documents, lists, plans, memoranda, notes, and other documentation or tangible materials related to the business of ECRM or containing any Confidential Information shall be the sole and exclusive property of ECRM, and shall be returned to ECRM upon the termination of this Agreement or upon the request of ECRM. Independent Contractor further agrees, at the termination of this Agreement, to furnish a copy of all customer information to ECRM, which Independent Contractor has entered into any client management software or recorded elsewhere.

G. RELEASE Termination of the Agreement does not relieve Independent Contractor of any covenant described above. H. INDEPENDENT COVENANTS Independent Contractor agrees that the covenants made regarding Non-Competition and Confidentiality shall be construed independently of any provisions of any agreements between ECRM and Independent Contractor which provide for the services of Independent Contractor to be performed for the benefit of ECRM, whether such other agreements are executed before, simultaneously with, or after the execution of this Agreement. Moreover the existence of any claim predicated upon the terms of this Agreement or any other agreement, shall not constitute a defense to the enforcement of any of the covenants contained in this Agreement. IV. INDEPENDENT CONTRACTOR STATUS A. STATUS Independent Contractor acknowledges that he/she is an independent contractor and is not an agent, partner, joint venture nor employee of ECRM. Independent Contractor shall have no authority to bind or otherwise obligate ECRM in any manner nor shall Independent Contractor represent to anyone that he/she has a right to do so. Independent Contractor further agrees that in the event that ECRM suffers any loss or damage as a result of a violation of this provision, Independent Contractor shall indemnify and hold harmless ECRM from any such loss or damage. B. ASSIGNMENT Independent Contractor shall not assign any of his/her rights under this Agreement or delegate the performance of any of his/her duties hereunder, without the prior written consent of ECRM. V. MISCELLANEOUS PROVISIONS A. REPRESENTATIONS AND WARRANTIES Independent Contractor agrees to make no representations, warranties or commitments binding ECRM without ECRM's prior consent. In addition, you warrant and represent to ECRM that you are free to enter into this Agreement and that this does not violate any agreement heretofore made by you.

B. WAIVER No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. C. CHOICE OF LAW This Agreement shall be governed, construed and enforced in accordance with the substantive laws of the Commonwealth of Pennsylvania, without regard to Pennsylvania's choice of law or conflict of law provisions. D. FULL INTEGRATION This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all parties. E. SEVERABILITY If any provision of these policies or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of these policies and regulations which can be given effect without the invalid provision or application, and to this end the provisions of these policies and regulations are severable. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written.

EAST COAST RISK MANAGEMENT BY: NAME: TITLE: DATE:

INDEPENDENT CONTRACTOR BY: NAME: TITLE: DATE: