THIS BROKERAGE AGREEMENT (the "Agreement") is entered into as of this 8th day of December, 2006, by and between CJD & Associates, L.L.C., a Kansas limited liability company ("CJD"), and First Life Brokerage, Inc., a Kansas corporation ("FLB"). CJD and FLB are referred to herein collectively as the "Parties," and each individually as a "Party."

WHEREAS, CJD is a direct wholly owned subsidiary of Brooke Brokerage Corporation ("BBC") and an indirect wholly owned subsidiary of Brooke Corporation ("BC") and BBC, Brooke Credit Corporation, a Kansas corporation ("BCC") and Brooke Franchise Corporation, a Missouri corporation ("BFC") are each direct wholly owned subsidiaries of BC;

WHEREAS, FLB and First Life America Corporation, a Kansas corporation ("FLAC"), are each direct wholly owned subsidiaries of First American Capital Corporation, a Kansas corporation ("FACC");

WHEREAS, CJD is currently engaged in the businesses of (a) consulting with managing general agents and managing agencies regarding (i) acquisitions of managing general agencies, (ii) financing of such acquisitions or other activities or needs of managing general agencies, and (iii) other borrower's assistance services; (b) referring such managing general agents and managing general agencies to BCC for the purpose of obtaining commercial loans from BCC for such acquisitions, activities or needs (such loans, the "MGA Loans") and (c) providing collateral preservation services to BCC with respect to MGA Loans (such businesses, collectively, the "MGA Loan Brokerage Business"), for which CJD receives a fee from the borrower that may be funded by BCC's loan to the borrower and/or compensation from BCC for collateral preservation services;

WHEREAS, CJD is currently also engaged in business as a wholesale property and casualty insurance broker, specializing in excess and surplus lines brokerage services pursuant to which CJD assists unaffiliated insurance agents and franchisees of BFC ("Brooke Franchisees") in finding for their customers insurance coverage for hard-to-place and niche risks ("CJD's E&S Brokerage Business");

WHEREAS, CJD is not currently engaged in the life insurance brokerage business;

WHEREAS, FLB is currently engaged in the business of brokering life, health, disability, and annuity products underwritten by insurance companies other than FLAC (the "Life Insurance Brokerage Business");

WHEREAS, BC and FACC are parties to a Stock Purchase and Sale Agreement dated October 6, 2006 (the "Stock Agreement"), pursuant to which, in part, the parties thereto agreed that BC would cause CJD and FACC would cause FLB to execute and deliver at the closing of the Stock Agreement a brokerage agreement by which all of the future life insurance brokerage business of CJD and FLB and all of the future MGA loan brokerage business of CJD and FLB shall be conducted by FLB;

WHEREAS, the Parties are entering into this Agreement pursuant to Section 1.2(b) of the Stock Agreement;

WHEREAS, the agreements of the Parties in this Agreement are material inducements to Brooke and FACC to enter into and perform under the Stock Agreement and the agreements of FACC in the Stock Agreement are a material inducement to CJD to enter into and perform under this Agreement; and

WHEREAS, CJD and FLB desire to set forth in this Brokerage Agreement the terms and agreements by which (1) FLB will conduct new MGA Loan Brokerage Business after the date hereof, (2) FLB will conduct the Life Insurance Brokerage Business after the date hereof; and (3) CJD will not conduct any new MGA Loan Brokerage Business or any Life Insurance Brokerage Business after the date hereof;

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