This agreement is made for 1998 and future calendar years by and among AmTrust Financial Services, Inc. (AmTrust), a Delaware corporation and Technology Insurance Company (TIC), a New Hampshire corporation.

Whereas, AmTrust owns all the issued and outstanding shares of voting common stock of TIC.

Whereas, AmTrust and TIC may have taxable income in this and future years calendar years and would be liable for federal income tax if their incomes would be computed as though they would fil