NORTH POINTE AGENCY AGREEMENT

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EXHIBIT 10.20

NORTH POINTE AGENCY AGREEMENT

This Agreement, dated June 1, 2004, is between:

[X] NORTH POINTE INSURANCE COMPANY, a Michigan insurer

[X] NORTH POINTE CASUALTY INSURANCE COMPANY, a Florida insurer

of 10199 Southside Boulevard, Suite 200, Jacksonville, FL 32256 (each insurer

named above, "Company") and AMELIA UNDERWRITERS, INC., of 2384 Sadler Road,

Fernandina Beach, FL 32034 ("Agent"), whose Agent Code is #FL010.

In consideration of the terms of this document and any of the following

Addenda to this document:

Commission Addendum

Binding Authority Addendum

Company-Billed Policies Addendum

Wholesale Agency Addendum

Privacy Policy Addendum

Contingent Commission Addendum

(collectively, "Agreement"), the parties agree as follows:

APPOINTMENT AND AUTHORITY

1. The Company appoints Agent as its insurance agent. The Company grants

Agent the authority to solicit and deliver insurance applications,

policies, certificates and endorsements, and provide all of the customary

services of an insurance agent on all contracts of insurance accepted by

the Company from Agent.

2. Agent is authorized to write business only in the line(s) noted:

Commercial lines

Personal lines - Automobile

Personal lines - Homeowners/Dwelling Fire

Horse Mortality

3. The policies solicited by Agent and written by the Company in these lines

are referred to in this Agreement as the "Policies." The primary insured

under a Policy is a "Policyholder."

4. Agent is not authorized to bind or cancel Policies, or alter Policies,

binders or any other documents issued by the Company by endorsement or

otherwise. The Company's receipt of an application for insurance and/or a

premium payment does not automatically constitute binding coverage. Agent

may not represent otherwise to any person.

5. Agent is not authorized to act as a wholesale agent or otherwise solicit

Policies through the use of sub-agents, unless the parties have executed a

Wholesale Agency Addendum or the Company otherwise has granted this

authority to Agent in writing.

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6. This agency appointment is not exclusive. Agent is an independent

insurance agent. Agent may represent other insurance companies and the

Company may appoint other insurance agents.

7. Agent will act on the Company's behalf only pursuant to the authority that

this Agreement grants and the underwriting guidelines (including rules,

regulations and rate manuals) and other written directives that the

Company furnishes to Agent. The Company may amend these guidelines and

directives at any time.

8. Agent will report to Company no later than 10 days after the requested

effective date all endorsements, cancellations, renewals and similar

actions that affect or change a risk previously bound with the Company.

9. Agent will maintain a complete record of all transactions involving the

Company and the Policyholders, including records of all policies,

endorsements, and modifications issued by the Company, billing and

accounting transactions and notices of all claims or occurrences

representing potential claims. The Company may inspect and audit these

records at any reasonable time.

10. Agent will maintain Errors and Omissions Insurance in an amount, form and

with a carrier reasonably acceptable to the Company.

PREMIUMS AND COMMISSIONS

11. The Policies will be either Agent-billed or Company-billed depending on

the line of business and the billing Addendum to that effect between the

parties. The Company may change this Agreement's billing provisions at its

discretion.

12. Agent will hold any premiums, taxes, fees and audit premiums on any Policy

that Agent receives under any circumstances as the Company's trustee, and

will hold any such monies in trust for the Company's benefit in a properly

maintained fiduciary account. Agent will retain the income from any such

funds it holds in trust for the Company.

13. Agent will be liable to the Company for all premiums due on a Policy that

Agent receives.

14. This is the Company's policy on checks returned for non-sufficient funds

("NSF"):

a. If a Policyholder makes a down payment on a renewal policy with an

NSF check, the Company will flat cancel the Policy.

b. If a Policyholder makes an installment payment on a Policy in effect

with an NSF check, the Company will cancel the Policy at the date of

earned equity.

c. If Agent makes a down payment or an installment payment on a Policy

in effect with an NSF check, the Company will re-deposit the check

one time. If the check is returned a second time, the Company will

flat cancel the Policy if the check was for a down payment and

cancel at the date of the earned equity if the check was for an

installment premium.

d. If a Policyholder makes a premium or other payment on a Policy to

Agent by an NSF check and Agent has sent an agency check to the

Company on that Policy, Agent must notify the Company about the NSF

check in writing within 30 days of the Policy's effective date and

send the Company a copy of both sides of the NSF check. When the

Company receives the notice and the check copy, the Company will

flat cancel the Policy if the check was for a down payment and

cancel at the date of the

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earned equity if the check was for an installment premium. Agent

must deliver both a timely notice and the check copy in order to be

reimbursed from the return premium.

15. The Company will bill Policyholders directly for amounts due on

installment premiums due the Company. If a Policyholder sends an

installment or any other direct billed premium payment to Agent, Agent

will remit that premium to the Company immediately upon receipt.

16. The Company will pay Agent commissions at the rate stated on this

Agreement's Commission Addendum. Special commission rates may be

negotiated via mutual agreement between the Agent and the Company. The

Company may modify this Addendum at any time by providing 30 days prior

written notice to Agent. The commissions fully compensate Agent for its

services under this Agreement. The Company is not responsible for Agent's

expenses.

17. If a Policy is cancelled with a return of unearned premium or if a

Policy's premiums are reduced during its term, Agent will refund to the

Company the commission it received on the returned or reduced premium,

calculated on a pro rata basis at the rate at which the commission was

originally paid. Agent will pay the refund within 10 days after the

Company's written notice to Agent. This obligation survives this

Agreement's termination.

18. The Company may, in its sole discretion, offset any payment due from Agent

under this Agreement against any commissions due to Agent from the

Company.

19. At its option, the Company may relieve Agent of the responsibility for

collecting premiums resulting from audits on cancelled Policies or on

audit Policies not renewed by Agent where Agent notifies the Company in

writing within 30 days of initial billing date on audit Policies that the

premiums cannot be collected by Agent, and submits written evidence of its

attempts to collect these monies. The Company will not pay a commission to

Agent on any premium balance for which the Company accepts collection

responsibility, including audits billed directly to Policyholders by the

Company.

CLAIMS

20. Agent will report to the Company all actual and potential claims on a

Policy. This report will be made in writing no later than the end of the

business day following the day that Agent receives notice of the claim,

regardless of how the notice is obtained or received. Agent will forward

to the Company immediately all proofs of loss, notice-of-claim letters,

summons and complaint and other legal papers or documents relating to such

a claim.

21. Agent is not authorized to respond to claims made on a Policy. Agent will

not bind the Company to pay any claim submitted by a Policyholder to the

Company, nor represent to a Policyholder that it can respond to a claim.

AGENT'S SUCCESSOR

22. Agent will notify the Company in writing of its intent to sell, merge or

otherwise transfer all or part ownership of its insurance agency or its

interest in the Policy expirations. This notice will be given as soon as

practicable but not less than 30 days prior to the effective date of any

such proposed transaction. At its sole discretion, the Company may assign

this Agreement to the successor, enter into a new Agency Agreement with

the successor, or terminate this Agreement.

23. Agent may not assign this Agreement without the Company's express written

consent.

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TERMINATION

24. This Agreement will terminate if (any one):

a. A party gives 60 days' advance written notice to the other, without

assigning cause.

b. Automatically, if Agent's license or certificate of authority is

terminated, written notice of which Agent must give to the Company

by the end of the business day following the date of termination.

c. Automatically, on the effective date of the sale or transfer to, or

merger with a successor of Agent's business, unless the Company has

agreed to appoint the successor as an insurance agent as provided

above.

d. Automatically, if any federal or state insolvency proceeding is

started by or against either party, which proceeding is not

dismissed within 30 days of its filing.

e. Immediately upon either party giving written notice to the other in

the event of abandonment, fraud, or gross and willful misconduct on

the part of such other party, in which case (unless otherwise agreed

to by the Company) Agent's authority under this Agreement is

immediately revoked.

f. Upon Agent's default in its payment or performance obligations under

this Agreement, in which case the Company immediately terminate this

Agreement without notice and be relieved of any further obligation

to Agent (while retaining the right to suspend Agent's authority of

Agent on terms Company may provide in its sole discretion).

25. If this Agreement is terminated pursuant to subparagraph (a) above, the

Company will service the unexpired Policies, and arrange for appropriate

underwriting, claims, inspection, premium audit and other necessary

services on these Policies. At Agent's request, the Company will provide

the Agent with a complete list of existing direct billed Policies,

including expiration dates, together with other information on the

Policies contained in the Company's records as may reasonably be provided.

The Agent's authority to write or submit any new business on behalf of the

Company shall be terminated upon receipt of the written notice.

26. During this Agreement's term, both Agent and the Company will have the

rights to the Policies' expirations and records. If this Agreement

terminates, Agent's righ