Debt Settlement Agreement



THIS DEBT SETTLEMENT AGREEMENT made the 15th day of December, 2004


B E T W E E N:

         STRATEGY  INTERNATIONAL  INSURANCE GROUP,  INC., (the  "Corporation") a
         company incorporated under the laws of the State of Texas

OF THE FIRST PART

- - AND -

         ALEXANDER  STEWART,   ("Consultant")  an  individual  residing  in  the
         Province of Ontario

                               OF THE SECOND PART


WHEREAS the Corporation is indebted (the "Debt") to the Consultant in the amount
of U.S.  $67,500 and the pursuant to an invoice for  management  and  consulting
services provided to the Corporation by the Consultant;

AND WHEREAS the parties hereto wish to settle the Debt by having the Corporation
issue common shares from treasury to Consultant;

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the premises
and the mutual  promises  and  agreements  herein  contained  (the  receipt  and
sufficiency  of which  are  hereby  acknowledged  by each of the  parties),  the
parties hereto covenant and agree as follows:

1. Subject to regulatory approval,  Consultant hereby agrees to convert the Debt
by  subscribing  for 50,000  common shares of the  Corporation  at price of U.S.
$1.35 per share (the "Settlement Shares"),  being $67,500 in the aggregate,  and
hereby remise, release and forever discharge the Corporation from the Debt, said
release and discharge to be in the form of Schedule "A" annexed hereto.

2.  Subject to  regulatory  approval,  the  Corporation  hereby  agrees  that in
consideration  of the  release  of the  Debt,  it  shall  allot  and  issue  the
Settlement  Shares to the Consultant,  said Settlement  Shares to be issued at a
paid up capital price of U.S. $1.35 per share.  The Settlement  Shares are to be
issued under the Securities Act of 1933 pursuant to registration with the United
States Securities and Exchange Commission on Form S-8.

3. It is further  acknowledged  by the  parties  that the  participation  of the
Parties hereto is voluntary.

4. The parties hereto agree that the covenants contained herein shall be binding
upon their respective heirs, executors, administrators and assigns.


5. This Agreement shall be governed by and construed in accordance with the laws
of the Province of Ontario and the federal laws of Canada applicable therein.

6.  This  Agreement  and  the  schedules  annexed  hereto  supersede  all  prior
negotiations,  undertakings  and agreements  between the parties with respect to
the subject matter hereof,  and this Agreement and its schedules  constitute the
entire agreement of the parties respecting the matters herein contained.

7. No  amendment,  modification,  alteration,  or  waiver  of the  terms of this
Agreement  shall be binding  unless made in writing and  executed by the parties
hereto or their successors or assigns.

8.  This  Agreement  may  be  executed  by the  parties  hereto  in one or  more
counterparts by original or facsimile signature,  each of which when so executed
shall be deemed an original and all of which together  shall  constitute one and
the same instrument.

IN WITNESS  WHEREOF this  Agreement has been executed  under seal by the parties
hereto as of the day and year first above written.

DATED this 15th day of December 2004.

SIGNED, SEALED AND DELIVERED    )
   in the presence of           ) STRATEGY INTERNATIONAL
                                ) INSURANCE GROUP, INC. )
                                )
                                )
                                ) Per: /s/ Stephen Stonhill
                                )      ---------------------------c/s
                                )      Chairman of the Board
                                ) I have  authority to bind the corporation.
                                )
                                )
                                )
                                )      /s/ Alexander Stewart
- --------------------------------)     ---------------------------------------
Witness (signature)             )     Consultant - Alexander Stewart
                                )
                                )
Name of Witness (please print)  )




Debt Settlement Agreement

                                  SCHEDULE "A"


                          RELEASE and DISCHARGE OF DEBT
                          -----------------------------


TO:      STRATEGY INTERNATIONAL INSURANCE GROUP, INC.
         (the "Corporation")

FROM:    ALEXANDER STEWART
         (the "Consultant")

IN CONSIDERATION of the issuance of 50,000 common shares of the Corporation,  in
accordance  with  an  agreement  dated  as  of  the  date  hereof,  between  the
Corporation and the undersigned,  the undersigned  hereby remises,  releases and
forever  discharges  the  Corporation  from its obligation to pay a debt of U.S.
$67,500 owed to the undersigned.



DATED this 15th day of December, 2004.


SIGNED, SEALED AND DELIVERED                         )
   in the presence of                                )
                                                     )
                                                     )
                                                     )
                                                     ) /s/ Alexander Stewart
                                                     ) -------------------------
   Witness (signature)                               ) Alexander Stewart
                                                     )
                                                     )
Name of witness (please print)                       )