WARRANT EXCHANGE AGREEMENT

EXHIBIT 10.1.23

WARRANT EXCHANGE AGREEMENT

     This WARRANT EXCHANGE AGREEMENT (this “Agreement”) is dated as of August 31, 2004, among SPECIALTY UNDERWRITERS’ ALLIANCE, INC., a Delaware corporation (the “Company”), FRIEDMAN, BILLINGS, XXXXXX GROUP, INC., a Virginia corporation (“FBR”), XXXXXXXX XXXXX (“Xxxxx”), XXXXX XXXXXX (“Xxxxxx”), XXXXXXX XXXXX (“Xxxxx”) and XXXX XXXXXXXX (“Xxxxxxxx”).

     WHEREAS, (1) the Company has issued to FBR Warrant No. W-1A (the “Existing FBR Warrant”), dated as of July 23, 2004, which is exercisable by FBR for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $4,000,000, for a Purchase Price of $0.01 per share, (2) the Company has issued to Xxxxx Warrant No. W-2A (the “Existing Xxxxx Warrant”), dated as of July 23, 2004, which is exercisable by Xxxxx for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $520,000, for a Purchase Price of $0.01 per share, (3) ) the Company has issued to Jokiel Warrant No. W-3A (the “Existing Jokiel Warrant”), dated as of July 23, 2004, which is exercisable by Jokiel for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $228,000, for a Purchase Price of $0.01 per share, (4) the Company has issued to Xxxxx Warrant No. W-4A (the “Existing Xxxxx Warrant”), dated as of July 23, 2004, which is exercisable by Xxxxx for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $90,000, for a Purchase Price of $0.01 per share, and (5) the Company has issued to Xxxxxxxx Warrant No. W-5A (the “Existing Xxxxxxxx Warrant”), dated as of July 23, 2004, which is exercisable by Xxxxxxxx for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $62,000, for a Purchase Price of $0.01 per share (the Existing FBR Warrant, the Existing Xxxxx Warrant, the Existing Jokiel Warrant, the Existing Xxxxx Warrant and the Existing Xxxxxxxx Warrant being referred to collectively herein as the “Existing Warrants”).

     WHEREAS, each of the Company, FBR, Smith, Jokiel, Xxxxx and Xxxxxxxx have agreed that it is in their respective best interests to amend the economics of the Existing Warrants, by having the Existing Warrants exchanged for new warrants (the “New Warrants”), with the terms described in this Agreement.

     NOW THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. Defined Terms. Capitalized Terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Existing Warrants.

     2. Warrant Exchange Terms.

     (a) FBR shall surrender to the Company the Existing FBR Warrant and the Company shall deliver to FBR two New Warrants, (i) Warrant No. W-1B exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity

Offering for $4,500,000, for a Purchase Price per share equal to the price per share at which such Common Stock is sold to the public, minus all underwriting discounts and commissions, and (ii) Warrant No. W-1C exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $1,000,000, for a Purchase Price of $0.01 per share.

     (b) Xxxxx shall surrender to the Company the Existing Xxxxx Warrant and the Company shall deliver to Xxxxx two New Warrants, (i) Warrant No. W-2B exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $480,000, for a Purchase Price per share equal to the price per share at which such Common Stock is sold to the public, minus all underwriting discounts and commissions, and (ii) Warrant No. W-2C exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $100,000, for a Purchase Price of $0.01 per share.

     (c) Jokiel shall surrender to the Company the Existing Jokiel Warrant and the Company shall deliver to Jokiel a New Warrant, Warrant No. W-3B exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $342,000, for a Purchase Price per share equal to the price per share at which such Common Stock is sold to the public, minus all underwriting discounts and commissions.

     (d) Xxxxx shall surrender to the Company the Existing Xxxxx Warrant and the Company shall deliver to Xxxxx a New Warrant, Warrant No. W-4B exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $135,000, for a Purchase Price per share equal to the price per share at which such Common Stock is sold to the public, minus all underwriting discounts and commissions.

     (e) Xxxxxxxx shall surrender to the Company the Existing Xxxxxxxx Warrant and the Company shall deliver to Xxxxxxxx a New Warrant, Warrant No. W-5B exercisable for the number of shares of Common Stock of the Company that would be purchasable in the Qualified Equity Offering for $93,000, for a Purchase Price per share equal to the price per share at which such Common Stock is sold to the public, minus all underwriting discounts and commissions.

     (f) The Company shall cancel the Existing Warrants upon receipt thereof.

     3. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective successors and assigns.

     4. Section Headings. The various headings and sub-headings of this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof or thereof.

     5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE COMMONWEALTH OF VIRGINIA AND THE OBLIGATIONS, RIGHTS AND REMEDIES

- 2 -

OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     6. Counterparts. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, including without limitation counterparts transmitted by facsimile, each of which, when so executed, shall be deemed to be an original and such counterparts, together, shall constitute one and the same agreement.

[Signature Page To Follow]

- 3 -

IN WITNESS WHEREOF, each undersigned party has caused this Agreement to be duly executed by one of its officers thereunto duly authorized as of the date and year first above written.

		SPECIALTY UNDERWRITERS’ ALLIANCE, INC.
		By:		/s/ Xxxxxxxx Xxxxx
				Name: Xxxxxxxx Xxxxx
				Title: President
		FRIEDMAN, BILLINGS, XXXXXX GROUP, INC.
		By:		/s/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: MD
				/s/ Xxxxxxxx Xxxxx
				Xxxxxxxx Xxxxx
				/s/ Xxxxx Xxxxxx
				Xxxxx Xxxxxx
				/s/ Xxxxxxx Xxxxx
				Xxxxxxx Xxxxx
				/s/ Xxxx Xxxxxxxx
				Xxxx Xxxxxxxx

- 4 -