Share Pledge Agreement

SHARE PLEDGE AGREEMENT


TO: PAFCO GENERAL INSURANCE COMPANY


WHEREAS Pafco General Insurance Company, a corporation incorporated pursuant to the laws of the State of Indiana ("Pafco"), lent the sum of $1,700,000 U.S. to Cliffstan Investments, Inc., a corporation incorporated pursuant to the laws of the State of Nevada ("Cliffstan"), as evidenced by a note dated September 1, 1989 as amended (the "Note");


AND WHEREAS Pafco obtained as security for the above loan a guarantee of the amounts due under the note in the amount of $1,700,000 U.S. from Gage North Holdings Inc., a corporation incorporated pursuant to the laws of Ontario, which guarantee was supported by a collateral mortgage in the principal amount of $1,700,000 U.S.;


AND WHEREAS Pafco assigned the note and the security to Granite Reinsurance Company Ltd., a corporation incorporated pursuant to the laws of Barbados ("Granite Re"), pursuant to an agreement dated September 30, 1992 (the "Purchase Agreement");


AND WHEREAS by an agreement dated on or about September 1, 1989, Symons International Group Ltd. ("SIG Ltd.") agreed to discharge the obligations of Cliffstan under the note;


AND WHEREAS Pafco and Granite Re wish to obtain additional security from Cliffstan or SIG Ltd. for the repayment of their respective interests in the Note as they may be from time to time;


AND WHEREAS SIG Ltd. has agreed to provide additional security to Pafco and Granite Re in the form of a pledge of common shares owned by SIG Ltd. in the capital of Goran Capital Inc., a corporation incorporated pursuant to the laws of Ontario.


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NOW THEREFORE, the parties hereto agree as follows:


SIG Ltd. (the "Pledgor"), grants to Pafco and Granite Re (the "Pledgee") a pledge of and a security interest in those securities described in the "Schedule" attached hereto or which may be described in any supplemental Schedule which hereafter may be delivered by the Pledgor to the Pledgee, which supplemental Schedule contains a reference to this Pledge Agreement (the "Pledged Securities" or "Securities").


1 . Obligations Secured. This Pledge Agreement has been executed by the Pledgor and delivered to the Pledgee to secure the prompt payment and performance of:


(i) all of the obligations of Granite Re pursuant to the Purchase
Agreement, whereby Granite Re purchased the Note; and


(ii) all of the obligations of Cliffstan and Cliffstan's successors and
assigns under the Note.


2. Perfection of Pledge. The Pledgor shall deliver to Pledgee a certificate or certificate representing all of the Pledged Securities. In addition, the Pledgor shall execute and deliver to the Pledgee any "stock power", "bond power", or other instrument of assignment and any financing statement, or other instrument deemed necessary by the Pledgee to further evidence or perfect the Pledgee's security interest. The Pledgee may file any financing statement to perfect its security interest signed by the Pledgee or by the Pledgor alone. The Pledgor appoints and constitutes the Pledgee as its agent and any officer of the Pledgee as the Pledgor's ...