GENERAL AGENCY AGREEMENT, DATED AUGUST 1, 1996

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EXHIBIT 10.21

GENERAL AGENCY AGREEMENT

THIS AGREEMENT, made this 1st DAY OF August, 1996, between North Pointe

Insurance Company, referred to as the "COMPANY," and MS General Agency, Inc.,

hereinafter referred to as the "GENERAL AGENCY".

For consideration received and pursuant to GENERAL AGENCY'S request that

the underwriting facilities of COMPANY be made available to GENERAL AGENCY, it

is agreed that:

1. APPOINTMENT.

The COMPANY appoints GENERAL AGENCY with the authority and the power to

solicit, receive, accept, bind, decline, countersign, and endorse

insurance on such classes of risk as the COMPANY from time to time may

authorize by letter of instruction, underwriting bulletin or underwriting

guide, which shall become a part of this contract, collect premiums, and

generally with all powers and authority necessary to conduct a general

agency for the COMPANY in the state(s) listed in the attached Appointment

and Commission Addendum, incorporated herein by reference. This authority

shall not be delegated by GENERAL AGENCY to any one person or persons

except as is expressly authorized in writing by an offices of the COMPANY.

This appointment is not exclusive and the COMPANY may appoint others in

the same state(s).

2. ACCEPTANCE OF APPOINTMENT.

GENERAL AGENCY accepts the appointment, agreeing to perform faithfully the

duties thereof to the best of its knowledge, skill, judgment.

3. REPORTING.

GENERAL AGENCY agrees to make prompt reports to COMPANY in such manner as

may be required by COMPANY of risks written, including renewals and/or

endorsements, to make full and prompt reports of all losses incurred, as

well as of all other details relating to the business and affairs of

COMPANY; and to allow personal examination and audit by a representative

of COMPANY

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of all papers, records, and accounts referring thereto.

4. COMMISSIONS.

(a) As full compensation for insurance placed with COMPANY, COMPANY will

pay commissions in accordance with the attached General Agent

Commission Schedule (Addendum 1) (hereinafter referred to as

"Commissions").

(b) GENERAL AGENCY agrees, either during the continuance of this

Agreement or after its cancellation to refund unearned Commissions

caused by policy cancellations or reductions, in each case at the

same rate at which such Commissions were retained by or paid to

GENERAL AGENCY.

(c) COMPANY reserves the unilateral right to revise the rates of

Commissions by giving not less than sixty (60) days written notice

to GENERAL AGENCY. Such change shall not affect Commissions on

Premiums written before the effective date stated in the written

notice.

(d) Uncollectible premiums arising from additional amounts due on

particular policies as a result of adjustable exposures or audits

may be turned back to COMPANY for direct collection and GENERAL

AGENCY shall not be responsible for such premium provided:

(1) GENERAL AGENCY has made every reasonable effort to obtain and

retain an adequate deposit premium; and

(2) GENERAL AGENCY has billed for and made at least three attempts

(including original billing) to collect the additional

premium; and

(3) Notifies COMPANY no less than forty-five (45) days and no more

than sixty (60) days after the month in which GENERAL AGENCY

issued the Audit Endorsement and provides to COMPANY proof of

its three attempts to collect along with proof

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of two attempts by its subproducer to collect the additional

premium due.

(e) No Commission will be paid on items turned over to COMPANY for

collection, unless subsequently collected by GENERAL AGENCY.

5. PREMIUMS AND ACCOUNTING.

The following provisions are applicable to all insurance placed by GENERAL

AGENCY with COMPANY:

(a) GENERAL AGENCY guarantees payment of all monies due COMPANY on

business written under this Agreement, whether or not collected by

GENERAL AGENCY. There shall be no flat cancellations of policies or

coverage bound or issued unless specifically authorized in writing

by COMPANY.

(b) Premium accounts, as shown in COMPANY'S monthly statements, are due

and payable to COMPANY as rendered. Payment is due in COMPANY'S

office forty-five (45) days from the end of the statement month and

in no event shall credit for the payment of premiums so reflected be

extended for longer than 45 days from the end of the month for which

the monthly statement applies. Requirement for payment "as rendered"

can only be waived by the COMPANY.

(c) In the event of a dispute regarding to the dollar amount owed to

COMPANY for an individual policy or in total for a monthly account

statement, GENERAL AGENCY agrees to pay the full amount stated by

COMPANY. COMPANY and GENERAL AGENCY shall cooperatively investigate

and attempt to resolve any such discrepancies as quickly as

reasonably possible. If COMPANY and GENERAL AGENCY are unable to

amicably resolve the discrepancy, the dispute may be submitted to

arbitration in accordance with the terms of this Agreement.

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(d) All premiums are the property of COMPANY and shall be held by

GENERAL AGENCY in a fiduciary capacity in trust for COMPANY until

delivered to COMPANY. The keeping of an account with GENERAL AGENCY

on COMPANY'S behalf, as a creditor and debtor account, is declared a

record memorandum of business transacted, and neither such keeping

of account nor alteration in commission amount, nor failure to

enforce prompt remittance, compromise, settlement, declaration of

balance of account nor suspension or cancellation of this General

Agency Agreement shall be held to waive assertion of the fiduciary

relationship as to Premiums collected by GENERAL AGENCY.

(e) The right of GENERAL AGENCY or any other person to receive

Commissions shall at all times be subordinate to the right of

COMPANY to offset or apply Commissions, including Profit Sharing

Commissions, against any indebtedness of GENERAL AGENCY to COMPANY.

This right of offset shall also apply against any liability incurred

by COMPANY to any person(s) by reason of any negligent or

unauthorized acts committed by GENERAL AGENCY.

(f) All accounting and underwriting records of GENERAL AGENCY pertaining

to Contracts written through COMPANY shall be subject to inspection

by COMPANY at any reasonable time during the continuance of this

Agreement and for three years after the termination hereof

6. INDEPENDENT CONTRACTOR STATUS.

COMPANY and GENERAL AGENCY agree that this General Agency Agreement is

best served when GENERAL AGENCY is an Independent Contractor for all

purposes. As an independent contractor, GENERAL AGENCY has the right to

exercise independent judgment as to time, place and manner of soliciting

insurance applications, servicing policyholders, and otherwise carrying

out

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the provisions of the Agreement. Furthermore, GENERAL AGENCY will pay all

expenses in connection with its GENERAL AGENCY and has no authority to

incur any indebtedness on behalf of COMPANY.

GENERAL AGENCY'S authority hereby conferred does not extend to the

adjustment, compromise or settlement of claims or the waiver of any policy

condition in relation thereto except upon specific authority in writing

from COMPANY.

7. NOTIFICATION TO THE COMPANY.

GENERAL AGENCY agrees to forward to COMPANY copies of all binders,

policies, certificates and endorsements issued by GENERAL AGENCY, or to

otherwise notify COMPANY of all liability accepted within thirty (30) days

following the effective date of such liability. However, any risk which

GENERAL AGENCY submitted to COMPANY for approval because GENERAL AGENCY

was not given authority to quote that particular risk by COMPANY'S

Underwriting Guide or underwriting program and which was approved for

quote by COMPANY must be reported to COMPANY the same day that GENERAL

AGENCY binds that risk.

Losses reported to GENERAL AGENCY shall be reported to COMPANY the same

day as received by GENERAL AGENCY.

8. OWNERSHIP OF EXPIRATIONS.

If, upon cancellation of this Agreement, GENERAL AGENCY has promptly

accounted for and paid to COMPANY all Premiums and other monies and

securities collected or held for or on behalf of COMPANY for which GENERAL

AGENCY may be liable; the records of GENERAL AGENCY and the use and

control of expirations shall remain the property of GENERAL AGENCY;

otherwise, the right and title to the records and the use and control of

ownership of expirations shall be vested in COMPANY for sale, use or

disposal as it deems fit to reduce

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the amount of indebtedness.

Regardless of who owns control of the expiration dates, COMPANY and

GENERAL AGENCY recognize that the policyholder, who pays the premium,

ultimately decides who services and underwrites their insurance.

Therefore, despite the language regarding the property rights and the

expiration dates of policies, the decision of the policyholder reflects

the ultimate proprietary interest of expirations.

9. SUSPENSION.

COMPANY may immediately suspend all or any part of the authority given the

GENERAL AGENCY under this Agreement:

(a) If COMPANY ceases to write Insurance in the GENERAL AGENCY'S

state(s), or

(b) If GENE