SETTLEMENT AGREEMENT AND RELEASE THIS SETTLEMENT AGREEMENT AND RELEASE (the Agreement) is entered into by, between,

and among Financial Pacific Insurance Company a ______________ corporation with its principal place of business at _____________________ and Financial Pacific Insurance Group, Inc., a __________________ corporation with its principal place of business at _______________________, (together, FPIC) on the one hand,andAmerican Builders & Contractors Supply Co., Inc., a Delaware corporation with its principal place of business at One ABC Parkway, Beloit, Wisconsin 53511 (ABC), on the other hand), referred to collectively herein as the Parties. A. RECITALS

This Agreement is entered into with reference to the following, which are hereby incorporated into this Agreement: 1. WHEREAS, FPIC insured Streng Construction, Inc. (Streng); and

2. WHEREAS, FPIC paid Streng in excess of $36,000 for damages allegedly sustained as a result of allegedly defective roof tiles (the Roof Tiles) and/or improper installation of the Roof Tiles; and 3. WHEREAS, Streng contracted with Brazil Quality Roofing, Inc. (BQR) to install the Roof Tiles; and 4 WHEREAS, BQR purchased the Roof Tiles from ABC, who purchased them from the manufacturer, Hanson Roof Tile, Inc. (HTR); and 5. WHEREAS, FPIC filed a lawsuit, as subrogee to the rights of Streng, in the Superior Court of Sacramento County, California (the Court)against ABC, BQR and HTR(the Lawsuit); and 6. WHEREAS, the Parties hereto desire to resolve and settle forever all existing disputes or claims, past, present or future which may exist or be claimed to exist among such Parties relating to the Roof Tiles and the Lawsuit, in consideration of the mutual covenants and other matters set forth hereunder. B. TERMS

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Purpose of the Agreement

This Agreement is entered into in good faith for the purpose of settling completely those claims of each of the Parties to this Agreement with regard to any other party that relate to the Roof Tiles and/or the Lawsuit. Neither this Agreement, nor any of its terms, is admissible in any proceeding between the Parties, except a proceeding to interpret or enforce the terms of this Agreement.
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2.

Consideration

(a) ABC agrees to pay to FPIC the sum of Three Thousand Six Hundred Dollars ($3,600.00) in full settlement of all claims related to the Roof Tiles and the Lawsuit (the Settlement Payment). (b) prejudice. 3. Notice of Settlement/Delivering Settlement Payment In return,FPIC agrees to dismiss ABC from the Lawsuit with

(a) Within five (5) business days of the execution of this Agreement by FPIC, ABC will file with the Court an Application and Notice of Settlement pursuant to 877.6(a)(2) of the California Code of Civil Procedure. (b) Within five (5) business days of approval by the Court of the settlement contemplated by this Agreement, ABC will deliver the Settlement Payment to FPIC. For purposes of this subparagraph, delivery shall be effected on the date the Settlement Payment is placed in the U.S. Mail or with another delivery service and not the date on which the Settlement Payment is actually received by FPIC or its counsel. (c) Within five (5) business days of receipt by FPIC of the Settlement Payment, FPIC will file a motion, and any other necessary filings, to dismiss ABC from the Lawsuit with prejudice. (d) In the event the settlement is contested and/or the Court does not approve the settlement, ABC shall be under no obligation to pay the Settlement Payment (and this Agreement will not otherwise become enforceable) unless and until (i) the Court subsequently approves the settlement or (ii) FPIC obtains executed releases by HTR and BQR of any claims they may be able to assert against ABC in the Lawsuit. 4. Release of All Claims

FPIC, for themselves and for their assigns, agents, employees, trustees, receivers, corporations, successors, attorneys, representatives, heirs, executors, administrators and any other persons or entities who may claim though it, hereby releases and forever discharges ABC and all of its assigns, agents, employees, trustees, receivers, corporations, parents, affiliates, subsidiaries, predecessors, successors, shareholders, officers, directors, partners, attorneys, representatives, heirs, executors, administrators and each of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits debts, liens, security interest, claims, demands, damages, losses, costs or expenses of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent which FPIC at any time heretofore ever had, owned or held, or which FPIC now has, owns or holds, or which FPIC may have ever had for any reason including but not limited to, the distribution and installation of the Roof Tiles, the installation of the Roof Tiles, and any matters, causes or things whatsoever that were, or could in any way have been alleged in relation to the distribution or installation of the Roof Tiles, the installation of the Roof Tiles, and which otherwise could have been asserted against ABC in the

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Lawsuit, provided however that this release does not release BQR or HTR from any claims by FPIC related to the Lawsuit. 5. No Admissions

Each party hereto acknowledges that this Agreement effects the settlement of matters, which are denied and contested by the other Parties, and that nothing contained herein shall be construed as an admission of liability by or on behalf of any party, all of which liability is expressly denied. 6. Future Cooperation

The Parties mutually agree to cooperate at all times from and after the date hereof with respect to any of the matters described herein, and to promptly take whatever steps, and execute and deliver whatever documents as may be necessary or reasonably requested to effectuate the purposes of this Agreement. It is expressly understood that, should it develop that there are any mistakes in this Agreement which would cause the release and discharge of any person or entity released under Paragraph B.3 of this Agreement to be defective, or it is declared unenforceable by a court or arbitrator, then the parties shall perform any and all other acts, execute any and all other documents and do any and all other things necessary to effect a full, final and complete release of all claims or possible claims in connection with the matters set forth in this Agreement. 7. Waiver of Civil Code Section 1542

The Parties acknowledge that they are aware of, have considered, and are familiar with the provisions of California Civil Code Section 1542, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Being aware of this Code section, the Parties, and each of them, hereby expressly waive and relinquish all rights and benefits that they may have thereunder as well as under any other statute or common law principle of similar effect. Each understands that the facts in respect of which the releases made in this Agreement are given may hereafter turn out to be other than or different from the facts not believed by each party to be true; and each party hereto accepts and assumes the risk of the facts turning out to be different and agrees that this Agreement shall be and remain in all respects effective and not subject to termination or rescission by virtue of any such difference in facts. Each of the Parties hereto acknowledges and agrees that nothing contained in this paragraph shall release or discharge any of them from the rights, duties, and obligations assumes under this Agreement. 8. Costs

Each party will bear its own costs, expenses and attorneys fees that it has incurred and will incur in connection with or arising out of the matters set forth herein.
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9.

Representations and Warranties

Each party hereto represents and warrants as follows: (a) Authority. That the person who signs this Agreement has full authority to do so on behalf of the designated party, and that it has full and complete authority to enter into this Agreement and to perform all acts and incur all obligations created under this Agreement without the consent or approval of any other party or person; (b) Ownership and Non-Assignment of Claims. That it is the sole and rightful owner of all right, title and interest in and to every claim and other matter which it releases herein and has not heretofore assigned or otherwise transferred, and shall not assign or otherwise transfer any interest in any claim which he/it/they may have against any other party, or any party's respective parents, affiliates, subsidiaries, predecessors and each other person or entity released and discharged pursuant to paragraph B.3 of this Agreement, including, without limitation, any claims or causes of action which may be alleged by any party. Each party agrees to indemnify and hold each party and each other person or entity released pursuant to the paragraph B.3 hereof, harmless from any liabilities, claims, demands, damages, costs, expenses and attorney's fees incurred as a result of any person or entity asserting any claim or cause of action based upon any such assignment or transfer or purported assignment or transfer, or any such lien, charge or encumbrance. (c) Advice of Counsel. That it has thoroughly discussed all aspects of this Agreement with its attorney(s), that it understands all of the provisions herein, that it understands the legal consequences of entering into this Agreement, and that it is voluntarily entering into this Agreement. The parties acknowledge that they have not relied upon the inducements, promises, or representations made by any other party or its attorneys, except as set forth herein. (d) Arms Length Transaction. That this Agreement is the result of arms length negotiations between the Parties. (e) Finality. That it intends this Agreement to be the final and binding agreement between and among the Parties hereto, including their heirs, successors, and assigns. It relies upon the finality of this Agreement as a material factor inducing it to execute this Agreement. (f) No Interference. That it will not take any action which would interfere with the performance of this Agreement by any other party hereto or which adversely affects the benefits received hereunder. Should there by any breach of the above representations and warranties, the breach party agrees to indemnify and hold harmless the injured party, or parties, to this Agreement to the extent of damages caused by the breach.

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10.

Entire Agreement

This Agreement constitutes a single, integrated written agreement expressing the entire agreement and understanding between the parties hereto concerning the subject matter hereof, and shall supersede and replace all prior negotiations and/or agreements, both written and oral, between the parties. 11. No Representation or Warranties Other Than Those in This Agreement

Each of the parties to this Agreement acknowledges that no other party, nor any agent, or attorney of any other party, has made any promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce him or it to execute this Agreement, and acknowledges that he or it has not executed this instrument in reliance on any such promise, representation, or warranty not contained herein, and further acknowledges that there have been and are no other agreements between the parties relating to the matters settled herein. 12. Governing Law

All questions with respect to the construction of this Agreement and the rights and liabilities of the Parties hereto shall be governed by, and interpreted under, the law of the State of California. 13. Attorneys Fees

In the event any litigation is initiated as the result of an alleged breach of the terms of this Agreement, the prevailing party, as determined by the court, shall be awarded its reasonable costs and attorneys fees incurred with respect to said action. 14. Interpretations

This Agreement and any claimed uncertainty or ambiguity herein shall not be construed for or against any party, but shall instead be construed as if all Parties to the Agreement jointly prepared it. 15. Miscellaneous Provisions.

(a) Captions. The captions or headings at the beginning of each section, paragraph or subparagraph of this Agreement are for the convenience of the parties only and are not to be construed as defining, limiting or expanding in any way, the scope or intent of the provisions of this Agreement. (b) Amendment. This Agreement can be waived, changed, discharged, terminated or modified only by an instrument in writing signed by the party against whom enforcement of any such waiver, change, discharge, termination or modification is sought.

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(c) Invalidity of Provision. If any provision of this Agreement is by law unenforceable or void, such unenforceability or voidness shall not affect the other provisions of this Agreement, all of which shall remain in full force and effect. (d) Gender and Number. In this Agreement (unless the context requires otherwise) the masculine, feminine and neuter genders and the singular and plural shall be deemed and considered to include one another, as appropriate. (e) Failure to Perform. In the event any party to this Agreement fails to completely and irrevocably perform and consummate all of its promises and obligations under this Agreement, the party for whose benefit the promises, obligations, and provisions were made shall have the right to declare this Agreement null and void as to the non-performing party, and the Agreement shall remain in full force and effect as between any and all performing parties. (f) Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the heirs, permitted assigns and successors in interest to the parties hereto. (g) Time of the Essence. Time is of the essence in every obligation and duty of the parties under this Agreement. (h) Authority. If any person is signing this Agreement in any capacity other than as a natural person, then such person signing this Agreement represents and warrants to all parties to this Agreement that such execution has been duly authorized and empowered by all necessary corporate or partnership or other action. (i) Facsimiles. It is understood that for purposes of the warranty provisions, facsimiles or e-mails may be used to provide notice to any party. (j) Counterparts. This Agreement may be signed in counterpart and shall be binding upon the Parties when signed in counterpart. The Parties agree that copies of original signatures (via photocopy and facsimile or e-mail) are as valid as original signatures. [Signatures on Following Page]

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WHEREFORE, the Parties have executed this Settlement Agreement and Release as of the last date below written. FINANCIAL PACIFIC INSURANCE COMPANY FINANCIAL PACIFIC INSURANCE GROUP, INC.

By:__________________________________ Name:_____________________________ Title: _____________________________ Date: June ___, 2011

By:__________________________________ Name:_____________________________ Title: _____________________________ Date: June ___, 2011

AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.

By:__________________________________ Name:_____________________________ Title: _____________________________ Date: June___, 2011

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