WAIVER AND RELEASE

                                                                  EXHIBIT 10.2

                                   WAIVER AND RELEASE

     Reference is made to that certain Agreement dated June 13, 2000 by and
between Xxxxxx Xxxxx and Xxxxxxx Xxxxx, collectively referred to as ("Seller")
and Brooke Corporation, ("Buyer"), (the "Agreement"). Terms used herein,
which are defined in the Agreement, shall have the meanings given to them in
the Agreement.

     Whereas, Xxxxxx Xxxxx ("Xxxxx") owned 450 shares of Common Stock of
Interstate Insurance Group, LTD, herein after referred to as the Company;

     Whereas, this portion of the shares owned by Lanio represented 50% of
all shares of the Company giving him 50% ownership of the Company;

     Whereas, by this ownership, Lanio was entitled to 50% of the purchase
price under the Agreement as well as assumed responsibility for 50% of the
payment of obligations set forth therein;

     Now therefore for good and valuable consideration the receipt and
sufficiency of which is acknowledged, the parties agree as follows:

     Notwithstanding any provisions of the Agreement, and including without
limitation ARTICLE 1, paragraph 2, Purchase Price; paragraph 3, Payment of
Purchase Price subsections a), b) and c); Financial Statements and
subsections d), e) and f); ARTICLE II, paragraph 11; Article VI, paragraph 1,
Buyer shall have no further obligation to pay any purchase price adjustments
or other amounts due to Lanio.

     Lanio hereby permanently waives Brooke's performance of duties with
respect to all sections of the Agreement concerning the Purchase Price,
including but not limited to the foregoing sections.

     Further, the terms of the Agreement vis-a-vis Lanio have been fulfilled
and no further payments are owed by either Lanio or Buyer pursuant to the
Agreement. Lanio's portion of the Purchase Price has been paid in full as of
the date set out below. More specifically, it is agreed that the obligation
of Buyer to Lanio, prior to any future purchase price adjustments, in the
principal amount of $321,623 or 50% of that total principal obligation prior
to any purchase price adjustments, is extinguished.

     Further, the undersigned parties do hereby release and forever discharge
each other from any and all payment obligations and any responsibility to
make any future or additional payments under the Agreement.

     Lanio and Buyer acknowledge that this agreement does not affect the
rights or obligations of Xxxxxxx Xxxx under the Agreement and that Lanio has
entered into this Agreement individually and on his own accord.

This agreement is executed April 16, 2002.

Seller                                         Buyer:
                                               Brooke Corporation
/s/ Xxxxxx Xxxxx
----------------------                         By: /s/ Xxxxxxx Xxxx
Xxxxxx Xxxxx                                       ------------------------
                                               Title: President