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SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES

Agency Agreement

SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES | Document Parties: NORTH AMERICAN INSURANCE LEADERS, INC. | Mellon Investor Services LLC You are currently viewing:
This Agency Agreement involves

NORTH AMERICAN INSURANCE LEADERS, INC. | Mellon Investor Services LLC

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Title: SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES
Governing Law: New York     Date: 1/4/2006
Industry: Misc. Financial Services     Law Firm: Shearman Sterling LLP    

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                                                                   Exhibit 10.13

          THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this "Agreement")
between North American Insurance Leaders, Inc., a Delaware corporation
("Client") and Mellon Investor Services LLC, a New Jersey limited liability
company ("Mellon"), is dated as of January ___, 2006.

1. Appointment. Client appoints Mellon as its transfer agent, registrar and
dividend disbursing agent and Mellon accepts such appointment in accordance with
the following terms and conditions for all authorized shares of each class of
stock listed in Exhibit A hereto (the "Shares").

2. Term of Agreement. Mellon's appointment hereunder shall commence on the next
business day after the later of (i) the date hereof, or (ii) the date Mellon has
confirmed that Client's records have been converted to Mellon's system (the
"Effective Date"), and shall continue for three years thereafter (the "Initial
Term"). Unless either party gives written notice of termination of this
Agreement at least 60 days prior to the end of the Initial Term, or any
successive three-year term, this Agreement shall automatically renew for
successive additional three-year terms.

3. Duties of Mellon. Commencing on the Effective Date, Mellon shall provide the
services listed in Exhibit B hereto, in the performance of its duties hereunder.

4. Representations, Warranties and Covenants of Client. Client represents,
warrants and covenants to Mellon that:

     (a) the Shares issued and outstanding on the date hereof have been duly
authorized, validly issued and are fully paid and are non-assessable; and any
Shares to be issued hereafter, when issued, shall have been duly authorized,
validly issued and fully paid and will be non-assessable;

      (b) the Shares issued and outstanding on the date hereof have been duly
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and such registration has become effective, or are exempt from such
registration; and have been duly registered under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or are exempt from such registration;

     (c) any Shares to be issued hereafter, when issued, shall have been duly
registered under the Securities Act, and such registration shall have become
effective, or shall be exempt from such registration; and shall have been duly
registered under the Exchange Act, or shall be exempt from such registration;

     (d) Client has paid or caused to be paid all taxes, if any, that were
payable upon or in respect of the original issuance of the Shares issued and
outstanding on the date hereof;

     (e) the execution and delivery of this Agreement, and the issuance and any
subsequent transfer of the Shares in accordance with this Agreement, do not and
will not conflict with, violate, or result in a breach of, the terms, conditions
or provisions of, or constitute a default under, the charter or the by-laws of
Client, any law or regulation, any


<PAGE>

order or decree of any court or public authority having jurisdiction, or any
mortgage, indenture, contract, agreement or undertaking to which Client is a
party or by which it is bound. This Agreement is enforceable against Client in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
moratorium, reorganization and other similar laws affecting the enforcement of
creditors' rights generally; and

     (f) Client agrees to provide to Mellon the documentation and notifications
listed in Exhibit C hereto according to the requirements set forth therein.

5. Representations, Warranties and Covenants of Mellon. Mellon represents,
warrants and covenants to Client that:

     (a) Mellon is, and for the term of this Agreement shall remain, duly
registered as a transfer agent under the Exchange Act;

     (b) subject to Sections 7 and 8(a) hereof, during the term of this
Agreement, Mellon shall comply with its obligations as a transfer agent under
the Exchange Act and the rules and regulations thereunder;

     (c) assuming the accuracy of Client's representations and warranties and
compliance by Client with its covenants hereunder, the execution and delivery of
this Agreement, and the performance by Mellon of its obligations in accordance
with this Agreement, do not and will not conflict with, violate, or result in a
breach of, the terms, conditions or provisions of, or constitute a default
under, the organizational documents of Mellon, any law or regulation, any order
or decree of any court or public authority having jurisdiction, or any mortgage,
indenture, contract, agreement or undertaking to which Mellon is a party or by
which it is bound. This Agreement is enforceable against Mellon in accordance
with its terms, except as may be limited by bankruptcy, insolvency, moratorium,
reorganization and other similar laws affecting the enforcement of creditors'
rights generally; and

     (d) Mellon shall waive any right, title, interest or claim of any kind in
or to any monies to be deposited and held in the trust account by JPMorgan Chase
Bank, NA, as trustee, for the benefit of the public stockholders of the Client's
common stock issued in the initial public offering.

6. Scope of Agency.

     (a) Mellon shall act solely as agent for Client under this Agreement and
owes no duties hereunder to any other person. Mellon undertakes to perform the
duties and only the duties that are specifically set forth in this Agreement,
and no implied covenants or obligations shall be read into this Agreement
against Mellon.

     (b) Mellon may rely upon, and shall be protected in acting or refraining
from acting in reliance upon, (i) any communication from Client, any predecessor
Transfer Agent or co-Transfer Agent or any Registrar (other than Mellon),
predecessor Registrar or co-Registrar, or (ii) any written instruction, notice,
request, direction, consent, report, certificate, or other instrument, paper,
document or electronic transmission believed by

                                      -2-
<PAGE>

Mellon to be genuine and to have been signed or given by the proper party or
parties. In addition, Mellon is authorized to refuse to make any transfer that
it determines in good faith not to be in good order.

     (c) In connection with any question of law arising in the course of Mellon
performing its duties hereunder, Mellon may consult with legal counsel
(including internal counsel) whose advice shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by Mellon hereunder in good faith and in reasonable reliance thereon.

     (d) Any instructions given by Client to Mellon orally shall be confirmed in
writing by Client as soon as practicable. Mellon shall not be liable or
responsible and shall be fully authorized and protected for acting, or failing
to act, in accordance with any oral instructions that do not conform with the
written confirmation received in accordance with this Section 6(d).

7. Indemnification. Client shall indemnify Mellon for, and hold it harmless
against, any loss, liability, claim or expense ("Loss") arising out of or in
connection with its duties under this Agreement or this appointment, including
the reasonable costs and reasonable expenses of defending itself against any
Loss or enforcing this Agreement, except to the extent that such Loss shall have
been determined by a court of competent jurisdiction to be a result of Mellon's
gross negligence or intentional misconduct.

8. Limitation of Liability.

     (a) In the absence of gross negligence or intentional misconduct on its
part, Mellon shall not be liable for any action taken, suffered, or omitted by
it or for any error of judgment made by it in the performance of its duties
under this Agreement. In no event will Mellon be liable for special, indirect,
incidental, consequential or punitive loss or damages of any kind whatsoever
(including but not limited to lost profits), even if Mellon has been advised of
the possibility of such damages. Any liability of Mellon will be limited in the
aggregate to an amount equal to twelve (12) times the monthly administrative fee
to be paid by Client as set forth in Exhibit B hereto.

     (b) If any question or dispute arises with respect to Mellon's duties
hereunder, Mellon shall not be required to act or be held liable or responsible
for its failure or refusal to act until the question or dispute has been (i)
resolved (and, if appropriate, Mellon may file a suit in interpleader or for a
declaratory judgment for such purpose) by a final judgment of a court of
competent jurisdiction that is binding on all parties interested in the matter
and is no longer subject to review or appeal, or (ii) settled by a written
document satisfactory to Mellon and executed by Client. For such purpose, Mellon
may, but shall not be obligated to, require the execution of such a document.

9. Force Majeure. Mellon shall not be liable for any failures, delays or losses,
arising directly or indirectly out of conditions beyond its reasonable control,
including, but not limited to, acts of government, exchange or market ruling,
suspension of trading, work stoppages or labor disputes, civil disobedience,
riots, rebellions, electrical or mechanical failure, computer hardware or
software failure, communications facilities

                                      -3-
<PAGE>

failures including telephone failure, war, terrorism, insurrection, fires,
earthquakes, storms, floods, acts of God or similar occurrences.

10. Market Data. Client acknowledges that Mellon may provide real-time or
delayed quotations a


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