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                                                                   EXHIBIT 10.34

                                PROMISSORY NOTE
                                    Term Loan
                                   Fixed Rate
                         Principal and Interest Payments

$10,607,953

DUE DATE:         December 31, 2014              DATED:   January 1, 2005

         FOR VALUE RECEIVED, the undersigned, jointly and severally if more than
one maker ("Borrower"), promise(s) to pay to the order of Star Insurance
Company, a Michigan corporation ("Lender") at 26255 American Drive, Southfield,
Michigan 48034, or at such other place as the Lender may designate in writing,
the principal sum of Ten Million Six Hundred Seven Thousand Nine Hundred
Fifty-Three Dollars ($10,607,953), plus interest as hereinafter provided on all
amounts outstanding hereunder, all in lawful money of the United States of
America.

         INTEREST RATE. The principal amount outstanding under this Note shall
bear interest on a basis of a year of 360 days for the actual number of days
amounts are outstanding hereunder at the rate of five and one-half percent
(5.5%) per annum.

         PAYMENT. Principal and accrued interest shall be paid in consecutive
monthly payments of principal and interest, in the amount of $65,142.11 each,
beginning on January 1, 2005, and continuing on the same day of each consecutive
month thereafter. A final payment will be due on the Due Date in an amount equal
to the then unpaid principal and accrued interest. In the event that the period
from the date of this Note to the first payment due date ("First Payment
Period") is more than one month, accrued interest for the number of days by
which the First Payment Period exceeds one month will be, at the Lender's
option: (a) collected at closing, (b) payable in the month following the month
in which this Note is signed, on the day of such month that the regular monthly
payments provided for in this Note are due, or (c) payable with the first
payment provided for in this Note. All payments required to be paid hereunder
shall first be applied to costs and expenses required to be paid hereunder, then
to accrued interest hereunder and the balance shall be applied against the
principal. Borrower understands that the installment payments of principal
provided for herein may not be sufficient to fully amortize the outstanding
principal balance of this Note by the Due Date and, in that case, the final
payment due on the Due Date will be a balloon payment of all then outstanding
principal and accrued interest.

         PREPAYMENT. This Note may be prepaid in whole or in part at any time.

         INTEREST RATE LIMITED TO MAXIMUM PROVIDED BY LAW. Nothing herein
contained, nor any transaction relating hereto, shall be construed or so operate
as to require the Borrower to pay, or be charged, interest at a greater rate
than the maximum allowed by the applicable law relating to this Note. Should any
interest, or other charges, charged, paid or payable by the Borrower in
connection with this Note, or any other document delivered in connection
herewith, result in the charging, compensation, payment or earning of interest
in excess of the maximum allowed by applicable law, then any and all such excess
shall be and the same is hereby waived by the holder, and any and all such
excess paid shall be automatically credited against and in reduction of the
principal due under this Note. If the Lender shall reasonably determine that the
interest rate (together with all other charges or payments related hereto that
may be deemed interest) stipulated under this Note is, or may be, usurious or
otherwise limited by law, the unpaid balance of this Note, with accrued interest
at the highest rate permitted to be charged by stipulation in writing between
the Lender and Borrower, at the option of the Lender, shall immediately become
due and payable.

         EVENTS OF DEFAULT. The Borrower, without notice or demand of any kind,
shall be in default under this Note if any amount due and owing on this Note or
any fees due the Lender, any expenses incurred by the Lender hereunder or any
and all other liabilities and obligations of the Borrower to the Lender,
howsoever created, arising or evidenced, and howsoever owned, held or acquired,
whether now or hereafter existing, whether now due or to become due,


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direct or indirect, absolute or contingent, and whether several, joint or joint
and several, whether by its terms or as otherwise provided herein, is not paid
when due, or if any other Event of Default pursuant to the Promissory Note or in
any other document executed in connection herewith shall occur ("Event of
Default").

         REMEDIES. Upon the occurrence of any Event of Default, the Lender may,
without notice, declare the entire unpaid and outstanding principal balance
hereunder and all accrued interest, together with all other indebtedness of
Borrower to the Lender, to be due and payable in full forthwith, without
presentment, demand or notice of any kind, all of which are hereby expressly
waived by Borrower, and thereupon the Lender shall have and may exercise any one
or more of the rights and remedies provided herein or in any loan agreement,
mortgage, guaranty, security agreement or other document relating hereto. The
remedies provided for hereunder are cumulative to the remedies for collection of
the amounts owing hereunder as provided by law or by any loan agreement,
mortgage, guaranty, security agreement or other document relating hereto.
Nothing herein is intended, nor should it be construed, to preclude the Lender
from pursuing any other remedy for the recovery of any other sum to which the
Lender may be or become entitled for breach of the terms of this Note or any
loan agreement, mortgage, guaranty, security agreement or other instrument
relating hereto.

         COSTS OF COLLECTION. Borrower agrees, in case of an Event of Default
under the terms of this Note or under any loan agreement, security or other
agreement executed in connection herewith, to pay all costs of the Lender for
collection of this Note and all other liabilities of Borrower to the Lender and
enforcement of its rights hereunder, including reasonable attorney fees and
legal expenses including participation in bankruptcy proceedings.

         DEFAULT RATE OF INTEREST. During any period(s) an Event of Default has
occurred and is continuing, or after the Due Date, or after acceleration of
maturity, the outstanding principal amount hereof shall bear interest at a rate
equal to two percent (2.0%) per annum greater than the interest rate otherwise
charged hereunder.

         LATE CHARGES. If any required payment is not made within ten (10) days
after the date it is due (other than any balloon payment of principal due on the
Due Date), then, at the option of the Lender, a late charge in the amount of
five percent (5.0%) of the payment so overdue may be charged.

         NO WAIVER OF DEFAULT. Acceptance by the Lender of any payment in an
amount less than the amount then due shall be deemed an acceptance on account
only, and the failure to pay the entire amount then due shall be and continue to
be an Event of Default. Upon any Event of Default, neither the failure of the
Lender promptly to exercise its right to declare the outstanding principal and
accrued unpaid interest hereunder to be immediately due and payable, nor the
failure of the Lender to demand strict performance of any other obligation of
the Borrower or any other person who may be liable hereunder shall constitute a
waiver of any such rights, nor a waiver of such rights in connection with any
future default on the part of the Borrower or any other person who may be liable
hereunder.

         WAIVER OF JURY TRIAL. BORROWER ACKNOWLEDGES THAT THE RIGHT TO TRIAL BY
JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. BORROWER, AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS
CHOICE, KNOWINGLY AND VOLUNTARILY AND FOR ITS BENEFIT WAIVES ANY RIGHT TO A
TRIAL BY JURY WITH RESPECT TO ANY CLAIM, DISPUTE, CONFLICT, OR CONTENTION, IF
ANY, AS MAY ARISE UNDER THIS NOTE OR THE LOAN EVIDENCED BY THIS NOTE, AND AGREES
THAT ANY LITIGATION BETWEEN THE PARTIES CONCERNING THIS NOTE OR THE LOAN
EVIDENCED BY THIS NOTE SHALL BE HEARD BY A COURT OF COMPETENT JURISDICTION
SITTING WITHOUT A JURY.

         GENERAL. Borrower and all endorsers and guarantors hereof, if any,
hereby jointly and severally waive presentment for payment, demand, notice of
non-payment, notice of protest or protest of this Note, diligence in collection
or bringing suit, and hereby consent to any and all extensions of time,
renewals, waivers, or modifications that may be granted by the Lender with
respect to payment or any other provisions of this Note, and to the release of
any collateral or any part thereof, with or without substitution. The liability
of the Borrower shall be absolute and

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unconditional, without regard to the liability of any other party hereto. This
Note shall be deemed to have been executed in, and all rights and obligations
hereunder shall be governed by, the laws of the State of Michigan.

         OTHER DOCUMENTS. The Borrower and the Lender may also have signed other
documents in conjunction herewith providing for security for this Note or other
matters. Reference is hereby made to the foregoing documents for additional
terms relating to the transaction giving rise to this Note, the security or
support given for this Note and additional terms and conditions under which this
Note matures, may be accelerated or prepaid.

                                        BORROWER:

                                        MEADOWBROOK INSURANCE GROUP, INC., a
                                        Michigan corporation


                                        By:               /s/ Robert S. Cubbin
                                                 -------------------------------
                                                 ROBERT S. CUBBIN

                                        Its:     President and CEO

                                                 26255 American Drive
                                                 Southfield, Michigan  48304






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