ASSET PURCHASE AGREEMENT

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EXHIBIT 10.33

EXECUTION COPY

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the "Agreement") entered into on October

15, 2004, by and between NORTH POINTE INSURANCE COMPANY, a Michigan corporation

("Seller"), and THI HOLDINGS (DELAWARE), INC., a Delaware corporation ("Buyer").

The Buyer and Seller are referred to collectively herein as the "Parties".

Certain capitalized terms used herein are defined in Section l hereof.

RECITALS

WHEREAS, Seller is a Michigan corporation conducting a property and

casualty insurance company business in the State of Michigan; and

WHEREAS, Buyer, through its subsidiaries, operates a property and casualty

insurance company in the State of Michigan; and

WHEREAS, on the terms and subject to the conditions contained in this

Agreement, Buyer desires to pursue certain policy replacements of contracts of

non-standard automobile insurance currently underwritten by Seller, and Seller

desires to exit the business of underwriting and issuing contracts of

non-standard automobile insurance, to non-renew its existing non-standard

automobile insurance policies, and to assist Buyer in its pursuit of such

replacements of contracts of non-standard automobile insurance currently

underwritten by Seller in the State of Michigan.

NOW, THEREFORE, in consideration of the premises and the mutual covenants

and agreements contained in this Agreement, intending to be legally bound, the

Parties represent, warrant, covenant and agree as follows:

SECTION 1. DEFINITIONS.

"Acquired Assets" means all of Seller's agent lists and Seller's right to

underwrite and offer policyholder replacement policies connected to Seller's

non-standard automobile business in the State of Michigan, and the other assets

described in EXHIBIT A hereto. Notwithstanding anything in this Agreement to the

contrary, both parties acknowledge that under the American Agency System, the

independent agents that market Seller's non-standard automobile insurance

products and have the right to solicit renewals of those policies. The Parties

acknowledge that Seller has not claimed that it is selling to Buyer any rights

to the renewals that are superior to those claimed by those agents.

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"Basis" means any past or present fact, situation, circumstance, status,

condition, activity, practice, plan, occurrence, event, incident, action,

failure to act, or transaction that forms or could form the basis for any

specified consequence.

"Bill of Sale" has the meaning set forth in Section 10(a).

"Closing" has the meaning set forth in Section 2(e) below.

"Closing Date" has the meaning set forth in Section 2(e) below.

"Confidential Material" has the meaning set forth in Section 12(e) below.

"Damages" has the meaning set forth in Section 14(b)(i).

"Days" shall mean calendar days.

"Exhibit or Schedule" shall mean the exhibits and schedules delivered by

Seller to Buyer and attached to this Agreement.

"Indemnified Party" has the meaning set forth in Section 14(b)(iii) below.

"Indemnifying Party" has the meaning set forth in Section 14(b)(iii)

below.

"Knowledge" or words of similar import means actual knowledge after

reasonable investigation.

"Legal Requirement" means any federal, state, local, municipal, foreign,

international or other administrative order, constitution, law, ordinance,

principle of common law, regulation, statute or treaty.

"Liability" means any liability (whether known or unknown, whether

asserted or unasserted, whether absolute or contingent, whether accrued or

unaccrued, whether liquidated or unliquidated, and whether due or to become

due), including any liability for Taxes.

"Material Adverse Effect" means any material adverse effect on the

business, financial condition, results of operations or properties as to any of

the Acquired Assets.

"Opt Out" means an agent's response to Seller's notification of the

transaction described in this Agreement, instructing the parties not to offer

Buyer's replacement policy to the agent's clients, a list of which Buyer will

provide to Seller by October 27, 2004.

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"Ordinary Course of Business" means the ordinary course of business

consistent with past custom and practice (including with respect to quantity and

frequency).

"Party" or "Parties" has the meaning set forth in the preface above.

"Person" means an individual, a partnership, a corporation (including

limited liability companies), an association, a joint stock company, a trust, a

joint venture, an unincorporated organization, or a governmental entity (or any

department, agency, or political subdivision thereof).

"Purchase Price" has the meaning set forth in Section 2(c) below.

"Security Interest" means any mortgage, encumbrance, charge, claim,

equitable interest, lien, option, pledge, Security Interest, or right of first

refusal, including any restriction on use, voting, transfer, receipt of income,

or exercise of any other attribute of ownership, other than (a) mechanic's,

materialmen's, and similar liens, (b) liens for taxes not yet due and payable or

for taxes that the taxpayer is contesting in good faith through appropriate

proceedings, and (c) purchase money liens and liens securing rental payments

under capital lease arrangements.

"Tax" or "Taxes" means any federal, state, local, or foreign income, gross

receipts, license, payroll, employment, excise, severance, stamp, occupation,

premium, windfall profits, environmental (including taxes under Code Section

59A), customs duties, capital stock, franchise, profits, withholding, social

security (or similar), unemployment, disability, real property, personal

property, sales, use, transfer, registration, value added, alternative or add-on

minimum tax or estimated tax, including any interest, penalty, or addition

thereto, whether disputed or not.

SECTION 2. BASIC TRANSACTION.

(a) Purchase and Sale of Assets. On and subject to the terms and

conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller

agrees to sell, transfer, convey, and deliver to Buyer, all of the Acquired

Assets free and clear of all Security Interests at the Closing for the

consideration specified below.

(b) No Assumption of Seller's Liabilities. Buyer will not assume or have

any responsibility with respect to any obligation or Liability of Seller, and

shall not become a successor in interest of Seller that may result in Buyer

assuming any obligation or Liability of Seller. For the avoidance of doubt,

without limitation, Buyer shall not assume, directly or indirectly, any of the

Seller's liabilities and or obligations, whether direct, indirect, contingent or

otherwise, related to any insurance policies issued by Seller.

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(c) Purchase Price. The aggregate purchase price of the Acquired Assets

shall be Four Million Dollars ($4,000,000) ("Purchase Price"). Subject to the

terms and conditions of this Agreement, Buyer agrees to wire in immediately

available funds to Seller at Closing, the sum of Three Million Dollars

($3,000,000) ("Closing Payment"). Buyer will wire to Seller the sum of One

Million Dollars ($1,000,000) ("Second Payment") on the first business day

following 60 days after the Closing, upon Seller's doing the following

post-closing requirements during that 60 day period:

(i) Keeping to its ordinary course of business, underwrite and

service the in-force non-standard policies, including those

that are renewed on Seller's paper prior to Closing, the

policy terms of which expire after Closing.

(ii) Provide daily transaction detail supporting upcoming policy

renewals to be effective 40 days prior to expiration for

policies expiring on and after December 1, 2004, in a mutually

agreed upon format. Additionally, Seller will provide to Buyer

a listing of changes and copies of endorsements affecting

policies referenced above.

(iii) Within two (2) business days following Closing, Seller shall

send letters which have been mutually agreed upon by the

Parties to all of Seller's agents notifying them of this

transaction and specifying the last day for the agent to

submit any pending policies.

(iv) Issue non-renewal notices along with a cover letter mutually

agreed upon by the Parties to all insureds, agents and legally

interested third parties 33 days prior to expiration in a

mutually agreed upon format for policies expiring on and after

December 1, 2004. For any insured for whom the agent has not

provided a written intent to Opt Out and to whom Buyer wishes

to offer a replacement policy, Buyer will provide Seller with

a policy application, premium quote and any other document

that Buyer deems appropriate, for Seller to mail to the

insured shortly after the mailing of the non-renewal notice.

(v) Send its Vice President of Marketing or other members of its

marketing staff to visit the agents who produce in the

aggregate no less than 75% of Seller's current book of

non-standard auto business to inform such agents of this

transaction, and attempt to persuade those agents to move

their business to Buyer. Buyer's representative shall be

afforded an opportunity to participate in such agent visits.

(vi) After October 29, 2004, Seller shall cease accepting any

non-standard automobile applications from agents and shall

return any application to the agent from whom it was received.

Upon Seller performing all of these post-closing requirements during the

period 60 days following Closing, Buyer will pay Seller the Second Payment

within two (2) business days of the 60th day following Closing. For the

avoidance of doubt, however, Seller's obligation to

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continue to perform all of the above post-closing requirements, shall be ongoing

following the payment of the Second Payment, will not cease upon payment of the

Second Payment, and shall continue until all of Seller's non-standard automobile

policies shall legally non-renew.

Seller has provided necessary instructions for wire transfers of the

Closing Payment. Seller will provide to Buyer any change in wire transfer

instructions no less than three days prior to the Second Payment date.

(d) Closing. The closing of the transactions contemplated herein (the

"Closing") will take place on or before October 15, 2004 in Southfield, MI at

Seller's business offices, at which time and place, subject to the satisfaction

or waiver of each condition precedent, the assets and instruments of conveyance

will be delivered and all rights, title and interest will vest in the party

receiving them (the "Closing Date").

(e) Bonus Payments. In addition to the Purchase Price, subject to the

terms and conditions of this Agreement, Buyer shall pay Seller performance

bonuses for assisting Buyer in converting Seller's in-force policies (as

measured at Closing), such performance bonuses to be paid as bonus level

percentages are achieved and reported in Buyer's reports ("Bonus Payments"). A

policy is "renewed" when the first payment is received on Buyer's new or renewal

policies relating to Seller's previous in-force policy. Seller shall pay Buyer

$250,000 for assisting Buyer if Buyer converts 28% of the Sellers' in-force

policies (as measured from Closing) no later than nine months following the

Closing. Buyer shall pay Seller an additional $250,000 if the number of in-force

policies that are converted reaches 35% of the Sellers' in-force policies (as

measured from Closing) no later than nine months following the Closing. Bonus

Payments will be paid as earned and reported in Buyer's reports. Buyer will

provide Seller daily transaction detail supporting its replacements of Seller's

policies in a mutually agreed upon format.

The Parties will calculate the bonus level percentages as follows:

(i) Credit will be given for policies that cancel and renew with

Buyer through the same agent, and within 45 days of the date

of cancellation.

(ii) Policies written by agents who have been cancelled by any of

Buyer's affiliates in the 4 year period prior to closing will

not be included in the calculation of in-force policies at

Closing.

(iii) Policies written by agents to whom Buyer does not offer an

agent agreement will not be included in the calculation of

in-force policies at Closing.

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In order for Buyer to achieve its goal of transferring business and for

Seller to achieve its goal of receiving the Bonus Payments, the Parties also

agree Buyer will not file a rate change regarding Seller's insurance contracts

in excess of 2% overall for a period of four months following the Closing Date.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby

represents and warrants to the Buyer as follows:

(a) Organization. Seller is duly organized and validly existing as a

corporation and in good standing under the laws the State of Michigan, and has

all requisite power and authority to own, lease, and sell the assets, properties

and business contemplated in this Agreement.

(b) Authority. Seller has all requisite corporate power and authority to

execute and deliver this Agreement and to carry out its obligations hereunder.

The execution and delivery of this Agreement and the consummation of the

transactions contemplated hereby have been duly authorized by all necessary

corporate action on the part of Seller and this Agreement has been duly executed

and delivered by Seller and constitutes the valid and legally binding obligation

of Seller, enforceable against it in accordance with its terms, except as

enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, rehabilitation, or similar laws affecting the

enforcement of creditors' rights generally.

(c) Brokers' Fees. Seller has no liability or obligation to pay any fees

or commissions to any broker, finder, or agent with respect to the transactions

contemplated by this Agreement for which the Buyer or any of Buyer's affiliates

could become liable or obligated. Seller will indemnify Buyer for any

misrepresentation contained in this Section 3(c).

(d) Noncontravention. Neither the execution and the delivery of this

Agreement, nor the consummation of the transactions contemplated thereby, will

(i) violate any statute, regulation, rule, injunction, judgment, order, decree,

ruling, charge, or other restriction of any government, governmental agency, or

court to which Seller is subject or any provision of the charter or bylaws of

Seller or (ii) conflict with, result in a breach of, constitute a default under,

result in the acceleration of, create in any party the right to accelerate,

terminate, modify, or cancel, or require any notice under any material

agreement, contract, lease, license or instrument to which Seller or any of its

material properties or assets are subject (or result in the imposition of any

Security Interest upon any of its assets), except where the violation, conflict,

breach, default, acceleration, termination, modification, cancellation, failure

to give notice or creation of a Security Interest would not materially impair

the ability of the Parties to consummate the transactions contemplated by this

Agreement.

(e) Title to Acquired Assets. Seller has good and marketable title to each

of the Acquired Assets, and except for liens to be paid and released at Closing,

all of which shall be

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satisfied by Seller at or prior to Closing, each of the Acquired Assets is free

and clear of all Security Interests, restrictions, liens and other encumbrances.

(f) Notices, Consents and Approvals. Other than as set forth in SCHEDULE

3(f) hereto, the execution and delivery by the Seller of this Agreement, the

performance by the Seller of Seller's obligations hereunder, and the

consummation by the Seller of the transactions contemplated hereby do not

require the Seller to obtain any consent, approval or action of, or make any

filing with or give any notice to, any governmental or regulatory body or other

third party.

(g) Undisclosed Liabilities. There is no Liability relating to the

transactions contemplated under this Agreement (and to the Knowledge of Seller

there is no Basis for any present or future charge, complaint, action, suit,

proceeding, hearing, investigation, claim, or demand against Seller giving rise

to any such Liability) not retained by Seller that has not been disclosed by

Seller to Buyer or shall not be disclosed by Seller to Buyer prior to the

Closing Date.

(h) Legal Compliance. Seller is not in violation of any federal, state or

local law, ordinance, statute, rule, regulation, order, judgment, injunction,

award, decree or requirement of any governmental or regulatory body, court or

arbitrator, which violation individually or in the aggregate would have a

Material Adverse Effect on any of the Acquired Assets, and Seller has not

received any written notice that any such violation is being or may be alleged.

(i) Powers of Attorney. There are no outstanding powers of attorney

executed that would have any effect on the Acquired Assets or the transactions

contemplated herein.

(j) Litigation. To the Knowledge of the Seller, there are no actions,

suits, hearings, arbitration, proceedings (public or private) or governmental

investigations that have been brought by or against any governmental authority

or any other Person (collectively, "Proceedings") pending or threatened in

writing against or affecting the Seller or any of the Acquired Assets as to

which could result in a determination or resolution adverse and which, if so

adversely determined or resolved, would have a Material Adverse Effect; and (ii)

there are no existing or threatened in writing orders, judgments or decrees

(other than those of general application) of any governmental authority which

would have a Material Adverse Effect on any of the Acquired Assets.

(k) Tax Matters. Seller has, and as of the Closing Date will have, paid

and discharged all Taxes owed by Seller attributable to the Acquired Assets or

the operation of the Acquired Assets by Seller (or any affiliate) that are due

and payable, excepting such taxes,

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assessments and other levies which will not be due until or after the Closing

Date and Taxes that the taxpayer is contesting in good faith through appropriate

proceedings.

(l) Disclosure. To the best of Seller's Knowledge, this Agreement,

including the Schedules and any other Exhibits, does not contain any untrue

statement of a material fact or omit to state any fact necessary in order to

make the statements and information contained herein, in light of the

circumstances in which they are made, not misleading. There is no fact which has

not been disclosed to the Buyer in writing of which Seller is aware and which is

or could reasonably be anticipated to be material to Buyer's decision to

consummate the transactions contemplated by this Agreement on the terms and

conditions set forth herein.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby

represents and warrants to the Seller as follows:

(a) Organization. Buyer is duly organized and validly existing as a

limited liability company and in good standing under the laws the State of

Delaware.

(b) Authority. Buyer has all requisite corporate power and authority to

execute and deliver this Agreement and to carry out its obligations hereunder.

The execution and delivery of this Agreement and the consummation of the

transactions contemplated hereby have been duly authorized by all necessary

corporate action on the part of Buyer and this Agreement has been duly executed

and delivered by Buyer and constitutes the valid and legally binding obligation

of Buyer, enforceable against it in accordance with its terms, except as

enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, rehabilitation, or similar laws affecting the

enforcement of creditors' rights generally.

(c) Brokers' Fees. Buyer has no liability or obligation to pay any fees or

commissions to any broker, finder, or agent with respect to the transactions

contemplated by this Agreement for which the Seller or any of Seller's

affiliates could become liable or obligated. Buyer will indemnify Seller for any

misrepresentation contained in this Section 4(c).

(d) Noncontravention. Neither the execution and the delivery of this

Agreement, nor the consummation of the transactions contemplated thereby, will

(i) violate any statute, regulation, rule, injunction, judgment, order, decree,

ruling, charge, or other restriction of any government, governmental agency, or

court to which Buyer is subject or any provision of the charter or bylaws of

Buyer or (ii) conflict with, result in a breach of, constitute a default under,

result in the acceleration of, create in any party the right to accelerate,

terminate, modify, or cancel, or require any notice under any material

agreement, contract, lease, license or instrument to which Buyer or any of its

material properties or assets are subject (or result in the imposition of any

Security Interest upon any of its assets), except where the violation, conflict,

breach,

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default, acceleration, termination, modification, cancellation, failure to give

notice or creation of a Security Interest would not materially impair the

ability of the Parties to consummate the transactions contemplated by this

Agreement.

(e) Notices, Consents and Approvals. Other than as is set forth in

SCHEDULE 4(e) hereto, the execution and delivery by the Buyer of this Agreement,

the performance by the Buyer of its obligations hereunder, and the consummation

by the Buyer of the transactions contemplated hereby do not require the Buyer to

obtain any consent, approval or action of, or make any filing with or give any

notice to, any person or any governmental or regulatory body, or other third

party.

(f) Financing. The Buyer has, and will have at Closing, available cash or

existing borrowing facilities that together are sufficient to enable it to

consummate the transaction contemplated by this Agreement.

(g) Due Diligence. Buyer has completed its legal, business, and financial

due diligence with the results being to the satisfaction of Buyer in its sole

discretion.

SECTION 5. SELLER COVENANTS. The Seller covenants and agrees as follows:

(a) General. The Seller will use Seller's best efforts to take all actions

and to do all things necessary, proper, or advisable in order to consummate and

make effective the transactions contemplated by this Agreement.

(b) Notices and Consents. Seller will give any notices to third parties,

and Seller will use Seller's best efforts to obtain any third party consents,

that Buyer may reasonably request in connection with the matters referred to in

SECTIONS 3(f) AND 4(e) above. Seller will give any notices to, make any filings

with, and use its best efforts to obtain any necessary authorizations, consents,

and approvals of governments and governmental agencies in connection with the

matters referred to herein. In addition, Seller shall assist Buyer in providing

notice of the transaction, in a form satisfactory to both parties, at Closing to

the agents who write Seller's Michigan non-standard automobile policies. Such

notice shall allow for the agent to notify the Buyer that Buyer should not send

any policy application to agent's clients (the "Opt Out").

(c) Preservation of Acquired Assets. Prior to the Closing, Seller will use

Seller's best efforts to keep the Acquired Assets substantially without material

negative change, including present physical facilities, working conditions, and

relationships with lessors, licensors, suppliers, customers and employees.

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(d) Full Access. Seller will permit representatives of Buyer to have

reasonable access during normal business hours to all premises, properties,

personnel, books, records (including tax records), contracts, and documents

pertaining to the Acquired Assets.

(e) Notice of Developments. Seller shall give prompt written notice to the

Buyer of any development causing a breach of any of its own representations and

warranties. No disclosure by the Parties pursuant to this Section 5(e), however,

shall be deemed to amend or supplement the Schedules or Exhibits or to prevent

or cure any misrepresentation, breach of warranty, or breach of covenant. Seller

shall give prompt written notice to Buyer upon learning of any Basis which is a

breach of Buyer's representations; provided however, Seller agrees that this

Section 5(e) shall in no way limit or waive the remedies available to Buyer

under this Agreement.

(f) Maintenance of Records. Seller will maintain and continue to keep the

books, accounts and records associated with the Acquired Assets in the usual

manner and consistent with prior practice.

(g) Other Consents. Seller will use Seller's best efforts to assist Buyer

in obtaining any approvals that may be necessary in connection with the sale of

the Acquired Assets.

(h) Continued Effectiveness of Representations and Warranties. From the

date hereof, through the Closing Date, Seller shall use Seller's best efforts so

that the representations and warranties contained in this Agreement hereof shall

continue to be true and accurate on and as of the Closing Date.

(i) Non-Compete. Seller shall not directly or indirectly compete with

Buyer's use of the Acquired Assets for a period of three (3) years following the

Closing Date in the geographic locations as further set forth in EXHIBIT B

hereto.

SECTION 6. BUYER COVENANTS. The Buyer covenants and agrees:

(a) General. The Buyer will use its best efforts to take all actions and

to do all things necessary, proper, or advisable in order to consummate and make

effective the transactions contemplated by this Agreement.

(b) Notice of Developments. The Buyer will give prompt written notice to

Seller of any development causing a breach of any of its own representations and

warranties in Section 4 above. No disclosure by the Parties pursuant to this

Section 6(b) however shall be deemed to prevent or cure any misrepresentation,

breach of warranty, or breach of covenant. Buyer shall give prompt notice to

Seller upon learning of any Basis that causes a breach of any of Seller's

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representations; provided however, the Buyer agrees that this Section 6(b) shall

in no way limit or waive the remedies available to Seller under this Agreement.

(c) Other Consents. Buyer will use Buyer's best efforts to assist Seller

in obtaining any approvals that may be necessary in connection with the sale of

the Acquired Assets.

(d) Continued Effectiveness of Representations and Warranties. From the

date hereof, through the Closing Date, Buyer shall use Buyer's best efforts so

that the representations and warranties contained in this Agreement hereof shall

continue to be true and accurate on and as of the Closing Date.

SECTION 7. CONDITIONS TO OBLIGATIONS OF SELLER. The obligations of Seller

to consummate this transaction are subject to and conditioned upon the

satisfaction, at or prior to the Closing Date, of each of the following

conditions precedent, any of which may be waived by the Seller at or prior

to the Closing Date:

(a) Accuracy of Representations and Warranties. The representations and

warranties made by Buyer herein shall be true and correct in all material

respects on the Closing Date and shall be confirmed in writing at the Closing by

Buyer.

(b) Performance by Buyer. All of the terms and conditions of this

Agreement to be complied with and performed by Buyer on or before the Closing

Date shall have been complied with and performed in all material respects,

including, without limitation, the delivery of each of the items to be delivered

under Section 11 hereof.

(c) Legal Challenge. No suit, action or other proceeding brought by any

federal or state government or agency shall be pending, and no claim by any such

authority shall have been asserted, before any court or governmental agency in

which it is or will be sought to restrain or prohibit the consummation of the

transactions contemplated hereby.

(d) Consents and Approvals. Seller shall have obtained all necessary

consents and approvals.

(e) Non-Performance. If any of the conditions contained in this Section 7

shall not be fulfilled or performed at or before the Closing Date to the

reasonable satisfaction of Seller, Seller may, by written notice to Buyer,

terminate all its obligations hereunder (except as otherwise provided herein)

and where the non-performance or non-fulfillment of a condition is as a result

of a breach of any covenant, representation or warranty on the part of Buyer

herein contained, may bring an action against Buyer for damages suffered by

Seller pursuant to Section 13 below,

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provided that any of the said condition may be waived in whole or in part by

Seller without prejudice to any claims it may have for breach of a covenant,

representation or warranty.

SECTION 8. CONDITIONS PRECEDENT TO CLOSING. The following conditions

precedent have been satisfied in full:

(a) Seller has provided Buyer with an audited statutory balance sheet for

the year ended December 31, 2003 and balance sheets for the period from January

1, 2004 to June 30, 2004.

(b) The Michigan Office of Financial and Insurance Services has advised

the Parties that it has not presented any objection to this transaction.

SECTION 9. CONDITIONS TO OBLIGATIONS OF BUYER. The obligations of Buyer to

consummate this transaction are subject to and conditioned upon the

satisfaction, at or prior to the Closing Date, or each of the following

conditions precedent, any of which may be waived by the Buyer at or prior

to the Closing Date:

(a) Accuracy of Representations and Warranties. The representations and

warranties, made by Seller herein and in the Exhibits or in any schedule shall

be true and correct in all material respects on the Closing Date and shall be

confirmed in writing at the Closing by Seller.

(b) Performance by Seller. All of the terms and conditions of this

Agreement to be complied with and performed by Seller on or before the Closing

Date shall have been complied with and performed in all material respects,

including, without limitation, the delivery of each of the items to be delivered

under Section 10 hereof.

(c) Approvals and Other Consents. Buyer shall have obtained all necessary

approvals and other consents.

(d) Legal Challenge. No suit, action or other proceeding shall be pending

before any court or governmental agency, and no claim shall have been asserted,

in which it is or will be sought to restrain or prohibit or to obtain damages or

other relief in connection with this Agreement or the consummation of the

transactions contemplated hereby.

(e) Non-Performance. If any of the conditions contained in this Section 9

shall not be fulfilled or performed at or before the Closing Date to the

reasonable satisfaction of Buyer, Buyer may, by written notice to Seller,

terminate all its obligations hereunder and where the non-performance or

non-fulfillment of a condition is as a result of a breach of any covenant,

representation or warranty on the part of Seller herein contained, may bring an

action against

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Seller for damages suffered by Buyer pursuant to Section 13 below, provided that

any of the said conditions may be waived in whole or in part by Buyer without

prejudice to any claims it may have for breach of covenant, representation or

warranty.

(f) Corporate Consents. Buyer shall have received by the Closing Date, all

necessary corporate authorizations as to the transactions contemplated under

this Agreement.

(g) In-force Policies. There shall be at Closing at least 16,000 in-force

policies.

SECTION 10. ACTIONS AT CLOSING BY SELLER. At the Closing, Seller shall

deliver to Buyer:

(a) A general assignment and Bill of Sale transferring the Acquired Assets

(the "Bill of Sale") in the form attached hereto as EXHIBIT C.

(b) A certificate of the Seller in the form attached hereto as EXHIBIT D,

(i) attesting that the Seller has caused a reasonable examination as to the

warranties and representations of Seller set forth herein, and (ii) attesting,

that as of the Closing Date each of the representations and warranties of Seller

contained herein is true.

(c) Certified copies of resolutions of Seller's board of directors,

respectively, authorizing the transactions contemplated by this Agreement.

(d) At Closing, Seller shall provide to Buyer a complete file for all

in-force policies that will include name, address, policy number, effective

date, expiration date, agent name, agent address, and agent number. S