EXHIBIT 10.21

                          FIRST MODIFICATION AGREEMENT

         This MODIFICATION AGREEMENT ("Modification") is entered into this 30
day of September, 2002 by and among Federated Premium Finance, Inc. as seller
(the "Seller"), and FPF, Inc. ("FPF").

WITNESSETH;

         WHEREAS, pursuant to that certain Sale and Assignment Agreement dated
as of September 30, 2001 by and among FPF and the Seller (the "Agreement"), FPF
agrees to purchase, and Seller agrees to sell Eligible Premium; and

         WHEREAS, all capitalized terms used herein and not otherwise defined in
the Agreement shall have the meaning set forth herein; and

         WHEREAS, Seller and FPF desire to modify and amend the Agreement as
hereinafter set forth.

         NOW, THEREFORE, in consideration of the covenants, conditions and
agreements contained in the Agreement, the parties hereto intending to be
legally bound, hereby agree as follows:

         1.       Advance Rate. The term "Advance Rate" as defined in Schedule A
                  of the Agreement is hereby amended in its entirety to read as
                  follows:

                           "Advance Rate" means 95.0% reduced by the Reserve
                           Percentage.

         2.       Maximum Purchase Commitment. The term "Maximum Purchase
                  Commitment" as defined in Schedule A of the Agreement is
                  hereby amended in its entirety to read as follows:

                           "Maximum Purchase Commitment" means $4,000,000.

         3.       Commitment Fee. The term "Commitment Fee" as defined in
                  Schedule A of the Agreement is hereby amended in its entirety
                  to read as follows:

                           "Commitment Fee" means a commitment fee payable to
                           FPF in an amount equal to the product of (a) the
                           Unused Portion and (b) (i) if such Unused Portion is
                           equal to or less than 10% of the Maximum Purchase
                           Commitment, 0.50% per annum and (ii) if such Unused
                           Portion is greater than 10% of the Maximum Purchase
                           Commitment, 0.75% per annum.

         4.       Interest Rate. The term "Interest Rate" as defined in Schedule
                  A of the Agreement is hereby amended in its entirety to read
                  as follows:

Modification Agreement
2002 Version

<PAGE>
                           "Interest Rate" means a floating rate of interest
                           equal to the Prime Rate plus a spread ("Spread")
                           determined as follows:
<TABLE>
<CAPTION>
                                                                       Plus 0.50% when any
                  Low Rated                       Resulting Spread     member of 21st
                  Insurance Company Ratio         Over Prime           Century is rated <"B"
                  -----------------------         ----------------     ---------------------
<S>                                               <C>                  <C>
                  15.0% or less                   1.25%                1.75%
                  Above 15.0% and Below 25.0%     1.50%                2.00%
                  Above 25.0% and Below 50.0%     1.75%                2.25%
                  Above 50.0% and Below 65.0%     2.00%                2.50%
                  Above 65.0%                     2.75%                3.25%
</TABLE>
                           The Low Rated Insurance Company Ratio shall be
                           calculated by FPF not later than three (3) business
                           days prior to the end of each calendar month, and the
                           applicable ratio shall apply for the next month
                           immediately following the date of calculation. The
                           Low Rated Insurance Company Ratio and resulting
                           spread over Prime shall be communicated to Seller by
                           notice via mail, overnight delivery, facsimile, or
                           other electronic means.

         5.       Insurance Company Concentration Limits. The concentration
                  limits described in Schedule B Section 2a of the Agreement is
                  hereby amended in its entirety to read as follows:

                           So long as Federated National Insurance Company
                           (FNIC) is approved as an exception by FPF, then FNIC
                           shall be allowed a net amount of Eligible Portfolio
                           Balance (using a Company Advance Rate of 75%) of up
                           to 60% of the Eligible Balance of the Portfolio. If
                           the financial condition of FNIC as determined by FPF
                           in its sole and absolute discretion suffers a
                           material adverse change from its position as of the
                           date of this Modification, then at such time of
                           determination (as designated in writing by FPF) the
                           applicable maximum concentration of 60% of the
                           Eligible Balance of the Portfolio will be decreased
                           by 10% per month for the following 6 months until a
                           0% level is achieved.

                           So long as American Vehicle Insurance Company (AVIC)
                           is rated "B+" by A.M. Best, then AVIC shall be
                           allowed a net amount of Eligible Portfolio Balance
                           (using a Company Advance Rate of 85%) of up to 60% of
                           the Eligible Balance of the Portfolio.

                           If the A.M. Best rating of AVIC falls below "B+", so
                           long as AVIC is approved as an exception by FPF, then
                           AVIC shall be allowed a net amount of Eligible
                           Portfolio Balance (using a Company Advance Rate of
                           75%) of up to 60% of the Eligible Balance of the
                           Portfolio. If the financial condition of AVIC as
                           determined by FPF in its sole and absolute

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<PAGE>
                           discretion suffers a material adverse change from its
                           position as of the date of this Modification, then at
                           such time of determination (as designated in writing
                           by FPF) the applicable maximum concentration of 60%
                           of the Eligible Balance of the Portfolio will be
                           decreased by 10% per month for the following 6 months
                           until a 0% level is achieved.

         6.       Insurance Companies Not Eligible. The description of
                  ineligible insurance companies in Schedule B Section 2b of the
                  Agreement is hereby amended in its entirety to read as
                  follows:

                           Any company with (i) a "C" rating (without regard to
                           any "+" or "-"), (ii) any company declared insolvent
                           or in default by any regulatory basis, or (iii) any
                           company which fails to pay return premium due on a
                           valid cancellation within 150 days of a cancel date,
                           shall be deemed an ineligible. The following listing
                           of insurance companies shall also be deemed
                           ineligible:

                           American Colonial Insurance Company Inc.
                           American Skyhawk Insurance Company
                           Amstar Insurance Company
                           Ocean Harbor Casualty Insurance Company
                           Seminole Casualty Insurance Company
                           Southern Group Indemnity, Inc.
                           United Automobile Insurance Company
                           Universal Property & Casualty Insurance Company

         7.       Additional Covenants of Seller. The additional covenants of
                  Seller as described in Section 12 of the Agreement is hereby
                  amended to include the following:

                           So long as either Federated or American Vehicle is
                           rated "B" or lower (including any "NR" rating) by
                           A.M. Best, then Seller will provide state filing
                           information, loss ratio results, investment portfolio
                           detail and other information as requested by Flatiron
                           for Federated National Insurance Company and American
                           Vehicle Insurance Company by May 31st for the first
                           quarter; August 31st for the second quarter; November
                           30th for the third quarter; and March 15th for the
                           fiscal year end and will participate in conference
                           calls (as needed) to discuss the results.

         8.       Agreement Ratification. All terms, conditions and covenants of
                  the Agreement, not otherwise modified herein, are hereby
                  ratified and confirmed and this Modification, when executed by
                  the parties hereto, shall become a part of the Agreement and
                  shall have the same force and effect as if the terms and
                  conditions hereof were originally incorporated in the
                  Agreement prior to the execution thereof.

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<PAGE>

         IN WITNESS WHEREOF, this Modification Agreement is executed by the
undersigned parties as of the day and year first set forth above.

                                  SELLER:

                                  By /s/ Stephen C. Young
                                     --------------------
                                  Name:  Stephen C. Young
                                  Title: President


                                  FPF, Inc.

                                  By /s/ Bruce I. Lundy
                                     ------------------
                                  Name:  Bruce I. Lundy
                                  Title: President

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