Exclusive Agency Agreement

Exhibit 10.1

EXCLUSIVE AGENCY AGREEMENT

THIS EXCLUSIVE AGENCY AGREEMENT (this " Agreement" ), is made and entered into this 1 th day of October 2006, by and between CREATIVE INSURANCE MANAGERS, INC. (hereinafter " Agent" ), a corporation organized and existing under the laws of the State of Georgia, having its principal offices at 3855 Shallowford Road Marietta, GA 30062, and SUBCONTRACTING CONCEPTS, INC. (hereinafter " Customer" ), a corporation organized and existing under the laws of the State of New York, having its principal offices at 1 Lawrence Street, Glens Falls, NY 12801. This Agreement replaces the prior Agency Agreement that was entered into on April 4, 2002.

WHEREAS, Agent is in the business of obtaining insurance products and related services for its customers and has experience and expertise in the brokerage and procurement of insurance products and related services for the benefit of its customers; and

WHEREAS, Customer wishes to appoint Agent as its exclusive agent for the brokerage, analyses and procurement of all types of insurance coverage which may be beneficial to Customer in the operation of its business enterprise; NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1.

GENERAL TERMS OF RETENTION

This Agreement is a master agreement under which Agent shall act as Customer' s exclusive agent to broker and procure insurance Products and provide other such Services subject to the terms and conditions set forth in this Agreement. Customer hereby appoints Agent and Agent hereby accepts such appointment as Customer' s exclusive agent and representative for the purpose of brokering and procuring, on behalf of Customer, insurance Products and Services necessary or advisable for the operation of Customer' s business. Agent agrees to provide Customer with the Products and Services set forth in one or more written schedules, in a form substantially similar to Exhibit A attached hereto (the " Schedule(s)" ) within the ability of the Agent and provided such Products and Services are readily available for the Customer in the marketplace which may or may not preclude Agent to be successful in securing the Scheduled product lines shown in Exhibit A for the Customer. A Schedule shall include and refer to this Agreement and specify the Products and Services to be procured and performed by Agent and to be paid for by Customer. Schedules shall, once executed, become a part of, and subject to the terms and conditions of, this Agreement, and shall provide a fee or commission for accomplishment of this work.

Section 2.

DUTIES AND REPRESENTATIONS OF PARTIES

2.1 Duties and Representations of Agent.

2.1.1 Agent shall commit and utilize sufficient resources to perform and complete its duties under this Agreement as shall be reasonably necessary.

1 2.1.2 Agent shall perform all Services hereunder in a professional and efficient manner. Agent further agrees that the Services provided will be performed by employees or sub-agents qualified to perform such Services and that the Services performed will be of a quality conforming to standards generally accepted in Agent' s industry. 2.1.3 All Services will be performed as required by any Schedule and completed in a manner that conforms to the Schedule' s specifications. 2.1.4 The commitment to provide such services does not represent a warranty or guarantee on the part of the Agent to the successful implementation or placement of any of the Products or Services listed in the Schedule.

2.2 Duties and Representations of Customer.

2.2.1. Customer shall timely provide Agent with such information and documentation as Agent may reasonably request, including Customer' s written authorization for the release of information from third-parties, to enable Agent to perform its obligations under this Agreement and any Schedule hereunder.

2.2.2. Without limiting the generality of Section 2.2.1 above, Customer agrees to provide Agent with timely, accurate and complete information which Agent deems necessary for the assessment of Customer' s insurability, risk, retention, scope of coverage(s) and premium issues, including but not limited to, Customer' s claim and loss history, financial condition and creditworthiness. 2.2.3. In performing its duties under this Agreement and any Schedule hereunder, Agent shall have the authority to deal directly with, solicit, make application for, negotiate and acquire, on Customer' s behalf, those Products specified in any Schedule from any insurer offering such Products which Agent may reasonably deem capable of providing same. 2.2.4. Customer agrees to timely pay all premiums and other charges, in accordance with the terms imposed by the insurer issuing any binder, policy or contract of insurance brokered or procured by Agent pursuant to any Schedule hereunder. Customer further agrees to do all other things necessary to maintain and keep such contracts and policies of insurance in full force and effect during their respective terms.

Section 3.

TERM, TERMINATION AND DEFAULT

3.1 Term. The initial term of this Agreement (the " Initial Term" ) shall commence upon the execution of this Agreement, and shall continue in full force and effect for a period of seven months (October 1, 2006 to April 30, 2007) from the date hereof. Thereafter, the terms of this Agreement shall automatically renew for another one (1) year term, (each, a " Renewal Term" ; the Initial Term and any and all Renewal Terms collectively, the " Term" ) unless either party shall give written notice to the other party of its intention to terminate this Agreement no later than 90 days prior to the expiration of the then current Term. In the event that this Agreement expires prior to the completion of all Services under outstanding Schedules, the terms of this Agreement will continue to govern the performance of such Services.

2 3.2 Termination by Customer. Customer may terminate this Agreement in the event of a Default by Agent, or the Schedule under which such Default has occurred, which Default is not cured by Agent in accordance with the terms hereof.

3.3 Termination by Agent.

3.3.1 In the event of a Default by Customer, Agent may terminate the Schedule under which such Default has occurred, which Default is not cured by Customer in accordance with the terms hereof.

3.4 Default Defined. Either party may be declared in default (" Default" ) of this Agreement if (a) it breaches any material provision hereof and fails within thirty (30) days after receipt of written notice of default to correct such breach or to commence corrective action reasonably acceptable to the other party and proceed with due diligence to completion; or (b) it becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in bankruptcy is filed with respect to the party and is not dismissed within thirty (30) days. In the event of a Default, the non-defaulting party may terminate this Agreement.

3.5 Termination Payment. In the event of a termination of this Agreement by Customer pursuant to Section 2.2 above, Agent shall be entitled to receive payment for all Products and Services performed up to the effective date of termination at the applicable rates set forth in the applicable Schedules.

Section 4.

FEES AND COMMISSIONS; PAYMENT

4.1 Compensation. Agent shall be compensated for all Products brokered and Services performed within the scope of this Agreement as set forth in the applicable Schedule(s) or negotiated with applicable insurance or service provider.

Section 5.

CONFIDENTIAL INFORMATION

The parties shall execute that certain Confidentiality and Non-Disclosure Agreement, in the form attached hereto as Exhibit B , for the Term of this agreement.

Section 6.

INJUNCTIVE RELIEF

The parties acknowledge that violation of the provisions of Section 5 " Confidential Information" would cause irreparable harm to the non-breaching party which is not adequately compensable by monetary damages. In addition to other relief, it is agreed that the non-breaching party shall be entitled to seek injunctive relief from a court of competent jurisdiction to prevent any actual or threatened violation of such provisions, and the parties will waive any requirement for the securing or posting of any bond in connection with such injunctive relief.


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Section 7.

LIMITATION OF LIAIBLITY

7.1 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AGENT MAKES NO WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE PRODUCTS OR SERVICES RENDERED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

7.2 Total Liability. Agent' s liability hereunder for damages derived or caused from the negligence of the Agent for any claim arising out of this Agreement or the brokerage of any Products or performance of any Services hereunder shall not exceed the total amount paid to Agent for those Products or Services defined in the Schedule.

7.3 Indemnification. Agent shall have no liability to Customer for Products brokered or procured under this Agreement or Schedule hereunder. Customer assumes all risk related to the issuance, delivery, scope and extent of coverage afforded by and performance of the Products procured pursuant to this Agreement. Agent shall have no obligation or liability to perform any duty or pay any premium or charge owed by Customer in connection with the issuance, delivery or performance of any policy or contract of insurance brokered pursuant with this Agreement. Accordingly, Customer agrees to fully indemnify and hold Agent harmless from any demands, claims or suits by any third party for losses, liabilities, damages, costs or expenses (including, without limitation, attorney' s fees) arising out of or related to any Products or Services. The foregoing indemnity obligation shall survive the expiration or termination of the Term, regardless of the reason for, manner or method of same.

Section 8. ARBITRATION

Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement shall be finally determined and settled by binding arbitration in accordance with the then applicable Commercial Rules of the American Arbitration Association by one or more neutral arbitrators having some experience in the insurance industry appointed in accordance with said Rules, a ...