WAIVER AGREEMENT

Exhibit 10.04

WAIVER AGREEMENT

THIS WAIVER AGREEMENT (this “Agreement”) is made as of June 28, 2007, by and between BROOKE CORPORATION, a Kansas corporation (the “Company”) and HBK MASTER FUND, L.P., a Cayman Islands limited partnership (“HBK” and together with the Company, the “Parties”).

WHEREAS, HBK executed a Securities Purchase Agreement dated September 15, 2006 (the “Securities Purchase Agreement”) with Brooke Corporation (the “Company”) in connection with the purchase of Securities (as hereafter defined). In accordance with the Securities Purchase Agreement, HBK purchased securities (the “Securities”) of the Company, consisting of 20,000 shares of 13% Perpetual Convertible Preferred Stock Series 2006 of the Company initially convertible into 1,176,471 shares of Common Stock governed by the Certificate of Designations, Preferences and Rights filed with the Kansas Secretary of State on September 15, 2006 (the “Preferred Certificate”), and a Warrant initially exercisable into 235,294 shares of Common Stock at an exercise price equal to $23.9954 per share dated September 15, 2006 (the “Warrant”). Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Securities Purchase Agreement, the Preferred Certificate and the Warrant; and

WHEREAS, the Company desires to sell additional securities in the gross amount of up to $22.5 million to investors (the “New Investors”) pursuant to a securities purchase agreement, which shall be in form and substance reasonably acceptable to HBK (the “Proposed Securities Purchase Agreement”), between the New Investors and the Company (for which Oppenheimer & Co. Inc. is acting as placement agent), and the Company is seeking this waiver in order to proceed with the sale of securities pursuant to the Proposed Securities Purchase Agreement; and

WHEREAS, Section 4(o)(iii) of the Securities Purchase Agreement provides that “until no Preferred Shares remain outstanding, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section…,” which requires the Company to provide HBK with notice and an opportunity to purchase any securities offered in a Subsequent Placement; and

WHEREAS, Section 2(a)(vi) of the Preferred Certificate defines “Brooke Holdings Group” to mean “collectively, Brooke Holdings, Inc., Robert D. Orr, Leland G. Orr, Anita F. Larson, Shawn T. Lowry, Michael S. Lowry, or Kyle L. Garst and any other officers and directors of the Company or its affiliates” and Shawn T. Lowry has withdrawn from the Brooke Holdings Group; and

WHEREAS, Section 3(a) of the Preferred Certificate defines a “Triggering Event” to include the consummation of a Subsequent Placement resulting in gross proceeds to the Company in excess of $10 million; and

WHEREAS, Section 1 of the Preferred Certificate provides that dividends payable to holders of Preferred Stock shall commence accruing on the second anniversary of the date the Preferred Stock was initially issued at a rate of 13% per annum, and, upon the happening of a

Triggering Event, the accrual of dividends will automatically accelerate to the date such Triggering Event occurs, with such dividends payable at varying rates, as described in Section 2(a)(xvii) of the Preferred Certificate; and

WHEREAS, Section 2(b) of the Preferred Certificate provides the holders of Preferred Stock the right to convert in full the Preferred shares upon the happening of a Triggering Event; and

WHEREAS, Section 3 of the Preferred Certificate provides HBK an option to require the Company to redeem all or a portion of the Preferred Stock upon the happening of a Triggering Event at the Redemption Price, which would represent a premium over the Conversion Price; and

WHEREAS, Section 2(a) of the Warrant provides for the adjustment of the exercise price of the Warrant from the exercise price then in effect under certain circumstances to an amount equal to the per share consideration paid for any shares of Common Stock sold by the Company subsequent to the purchase of the Securities pursuant to the Securities Purchase Agreement. The current exercise price of the Warrant currently is $23.9954 per share of Common Stock; and

WHEREAS, Section 2(f)(i) of the Preferred Certificate provides for the adjustment of the conversion price of the Preferred Stock from the conversion price then in effect to an amount equal to the per share consideration paid for any shares of Common Stock sold subsequent to the purchase of the Securities pursuant to the Securities Purchase Agreement. The current conversion price of the Preferred Stock currently is $17.00 per share of Common Stock; and

WHEREAS, the parties have previously entered into a Confidential Disclosure Agreement and Waiver dated as of June 4, 2007 (the “Confidentiality Agreement”) relating to the Proposed Securities Purchase Agreement and Regulation FD promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby acknowledge, agree and consent as follows:

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IN WITNESS WHEREOF, this Waiver Agreement has been duly executed by the undersigned as of June 28, 2007, effective as of the date of the Proposed Securities Purchase Agreement; provided, that if the Proposed Securities Purchase Agreement is not executed and delivered by July 15, 2007, this Agreement shall be null and void and of no further force or effect.