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                                                                   EXHIBIT 10.25

                            GENERAL AGENCY AGREEMENT

      THIS GENERAL AGENCY AGREEMENT (this "Agreement") is made and entered into
as of December 1, 2003, by and among STATE NATIONAL INSURANCE COMPANY, INC., an
insurance company organized under the laws of the State of Texas ("Company"),
NORTH POINTE INSURANCE COMPANY, an insurance company organized under the laws of
the State of Michigan ("Reinsurer"), and NORTH POINTE FINANCIAL SERVICES, INC.,
a company organized under the laws of the State of Michigan ("General Agent");

                                  WITNESSETH:

      THAT, in consideration of the mutual covenants hereinafter contained and
upon the terms and conditions herein below set forth, the parties hereto agree
as follows:

                                    PREAMBLE

      The Company, the Reinsurer and the General Agent have entered into a 100%
Quota Share Reinsurance Agreement dated as of December 1, 2003 (the "Reinsurance
Agreement"), a true and complete copy of which is attached hereto as Exhibit A,
and fully incorporated herein by this reference, which Reinsurance Agreement
requires the appointment of the General Agent to perform certain specified acts
on behalf of the Company and Reinsurer. These acts will include the marketing
and production of insurance for bowling center proprietors in several states
(the "Bowling Program"). The General Agent desires to perform the functions and
duties necessary under the Reinsurance Agreement. It is therefore mutually
agreed by the parties that the General Agent will perform all functions
necessary for the production, service and management of policies issued under
the Reinsurance Agreement in accordance with the terms and conditions set forth
therein and herein. To the extent that there is any conflict between the terms
of this Agreement and the Reinsurance Agreement, the Reinsurance Agreement shall
govern. Notwithstanding any provisions to the contrary contained elsewhere
herein or in any other document, it is expressly understood that the execution
and delivery of this Agreement and the Company's performance hereunder shall not
under any circumstances be interpreted to affect, weaken or modify the
Reinsurer's obligation to indemnify and hold the Company harmless from and
against the business, credit and insurance risks as set forth in the Reinsurance
Agreement. The contractual assumption by the Reinsurer of these risks in the
Reinsurance Agreements is a condition precedent to the Company's entering into
this Agreement with the General Agent.

                                   ARTICLE I
                             APPOINTMENT AND DUTIES

1.01 The Company, at the direction of the Reinsurer, hereby appoints the General
Agent as its managing general agent for the purpose of producing and handling
the business which is the subject of the Reinsurance Agreement issued or renewed
on or after the effective date of this Agreement. The Company, at the request of
the Reinsurer, hereby grants authority to the General Agent to solicit, accept
and receive applications for such classes of coverage as are specified in the
Reinsurance Agreement; to secure, at its own expense, reasonable underwriting
information through reporting agencies or other appropriate sources relating to
each risk insured; to issue, renew and countersign policies, certificates,
endorsements and binders which the Company may, from time to time, authorize to
be issued, delivered, renewed and countersigned; and to collect and receipt for
the premiums thereon and therefor.

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1.02 All activities of the General Agent pursuant to this Agreement shall be in
strict compliance with the terms of the Reinsurance Agreement and all rules,
regulations and instructions of the Company, including, but not limited to, all
rules, instructions and specifications included in the Company's rate manuals,
rate brochures and rate schedules.

1.03 The Company, at the Reinsurer's request, further authorizes the General
Agent to perform all acts and duties under policies of insurance issued by the
Company as would otherwise be performed by the Company, including, but not
limited to, properly sending and/or receiving reports and notices and remitting
and/or receiving monies due from or to the Company, and adjusting and paying
losses or other claims. The Company grants to the General Agent the authority to
settle claims on behalf of the Company. However, the maximum dollar amount of
such authority per claim shall not exceed $50,000. For claims settlement in
excess of $50,000, the General Agent may only settle such claims with prior
approval of the Company and Reinsurer. The Company retains final authority to
determine any disputes relating to claims settlement and setting of loss
reserves. In performing each of the acts mentioned above, the General Agent
shall be under the direct supervision and control of the Reinsurer, and the
Reinsurer shall be solely responsible for the acts of the General Agent. While
there are acts of the General Agent which may be required by applicable law to
be performed on behalf of the Company, the Reinsurer shall remain ultimately
responsible for such acts and will indemnify and hold the Company completely
harmless for any damage, cost, liability, expense and/or loss (including
attorneys' fees and expenses) incurred by the Company as respects such acts of
the General Agent. The General Agent must send to the Company a report, as soon
as it becomes known, that a claim (i) involves a coverage dispute; (ii) involves
a demand in excess of policy limits; (iii) alleges bad faith; (iv) exceeds
General Agent's claims settlement authority; (v) is open for more than six
months; or (vi) alleges a violation of any applicable unfair practices and
unfair competition statutes. The Company may suspend or terminate the settlement
authority of the General Agent during the pendency of any dispute regarding any
event of default by the General Agent.

1.04 The General Agent is authorized to have claims adjusted through independent
claims adjusters, subject to the supervision of the Reinsurer. The selection of
independent claims adjusters shall be subject to prior written approval of the
Reinsurer and Company. Such independent claims adjusters are not the agents of
the Company and the Company shall be held harmless and indemnified by the
Reinsurer for any liability, claim, demand, expense and/or cost of whatever kind
or character as a result of, related to or connected with any action or inaction
of such claims adjusters.

1.05 The Company shall not be responsible for the General Agent's expenses and
costs, including, but not limited to, salaries, bonuses, rentals, transportation
facilities, clerk hire, solicitors' fees, postage, advertising, exchange,
personal license fees, adjustment by the General Agent of losses under policies
issued by the General Agent, or any other agency expenses whatsoever. The
General Agent's sole compensation shall be the amounts payable to the General
Agent in Article VIII of the Reinsurance Agreement and in Article III of this
Agreement.

1.06 The General Agent understands and agrees that it has no power or authority
granted to it by the Company independent of the Reinsurance Agreement or
documents executed in connection with the Reinsurance Agreement, and that this
Agreement and the General Agent's authority hereunder shall cease immediately
upon termination, for any reason, of this Agreement or of the Reinsurance
Agreement (excepting only the General Agent's responsibilities with regard to
run-off and other matters as set forth herein or in the Reinsurance Agreement).

1.07 The General Agent shall not have the power to accept or bind risk other
than as set forth herein, as set forth in the Reinsurance Agreement or as may be
subsequently authorized by the

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Company and Reinsurer in writing. The General Agent may not bind or cede
reinsurance or retrocession on behalf of the Company, may not commit the Company
to participation in insurance or reinsurance syndicates, and may not commit the
Company to a claim settlement with a reinsurer without the prior written
approval of the Company. If such prior written approval is given, the General
Agent shall forward promptly a report to the Company concerning such transaction
and/or payment. The Company hereby authorizes the General Agent to collect
payments for losses and loss adjustment expenses from a reinsurer. The General
Agent shall send a report to the Company concerning such transactions promptly.

1.08 The General Agent acknowledges that, with respect to any state in which
business is permitted to be written under the Reinsurance Agreement, this
Agreement shall not become effective until the General Agent is first duly
appointed by the Company with the applicable Department of Insurance. The
General Agent agrees that any producing agent receiving commission pursuant to
this Agreement shall first be duly registered by the Company and said
appointment on file with any applicable state insurance department. The General
Agent further agrees to be responsible for the payment of any penalty assessed
to the Company for any violation by the General Agent or any producing agent or
broker registered by the General Agent pursuant to the provisions of Article IV
hereof of any license or appointment provision of the Texas Insurance Code or
other applicable state statutes, and the rules and regulations promulgated
thereunder. If the General Agent fails to pay such penalty, the Reinsurer shall
pay it immediately upon written notification by the Company of the General
Agent's failure to pay such penalty.

1.09 It is understood that the Reinsurer has acknowledged that the Company shall
not be required to monitor the General Agent's compliance with the terms of
either the Reinsurance Agreement or this Agreement and the Reinsurer shall be
responsible for monitoring the General Agent's compliance with the Reinsurance
Agreement and this Agreement.

1.10 The authority and limitations of the General Agent to issue policies are as
follows:

            (a) the maximum annual premium volume the General Agent may produce
            under this Agreement is $20,000,000;

            (b) the basis of the rates charged are as provided in the Company's
            rate manuals, rate brochures and rate schedules which the General
            Agent shall follow, and the General Agent shall not decrease rates
            or increase discounts without the prior approval of the Company and
            Reinsurer;

            (c) the only classes of business the General Agent is authorized to
            produce and handle under this Agreement are the classes of business
            specified in the Reinsurance Agreement;

            (d) the maximum limits of liability for policies to be produced
            pursuant to this Agreement are set forth in the Reinsurance
            Agreement;

            (e) the General Agent may issue policies under this Agreement only
            to insured residents in the states in which business is permitted to
            be produced under the Reinsurance Agreement; but this limitation
            shall not apply to losses if said policies provide coverage outside
            the aforesaid territorial limit;

            (f) the General Agent shall only cancel policies as set forth in the
            policy form for the policies produced hereunder or as otherwise
            permitted by applicable law;

            (g) the maximum term for any policy issued hereunder shall be twelve
            (12) months;

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            (h) the General Agent shall employ all reasonable and appropriate
            measures to control and keep a record of the issuance of the
            Company's insurance policies hereunder, including, but not limited
            to, keeping records of policy numbers issued and maintaining policy
            inventories,

            (i) the excluded risks are those set forth in the Reinsurance
            Agreement.

In underwriting policies, the General Agent shall follow the underwriting
guidelines developed by the General Agent, the Reinsurer and the Company, and
these guidelines are herein incorporated by reference.

                                   ARTICLE II
                                    PREMIUMS

2.01 It is expressly agreed and understood that all premiums collected by the
General Agent are collected on behalf of the Company; that such premiums are the
property of the Company and the Reinsurer as their respective interests may
appear pursuant to the Reinsurance Agreement, less such commissions and fees as
are due the General Agent as specified herein and in the Reinsurance Agreement.
All premiums collected by the General Agent on the business produced under the
Reinsurance Agreement shall be deposited in a premium trust account. Despite the
General Agent's ownership of the account, funds deposited therein on behalf of
the Company are understood to be owned by the Company. The only disbursements
from such account shall be the payment of claims, claims expenses, return
premiums, commission due the General Agent as authorized herein and in the
Reinsurance Agreement, and remittance of premiums to the Reinsurer and Company.
The General Agent shall not make personal use of any funds in this account. The
commissions payable to the General Agent are debts due to the General Agent by
the Reinsurer and the privilege herein granted of deducting commissions from
said premiums should not be taken as a waiver by the Company of its exclusive
ownership rights of premiums as provided herein. Should any dispute arise
between the Company, the Reinsurer and/or the General Agent regarding payment of
premium, the General Agent shall remit immediately all money and property,
without deductions for commissions, to the premium trust account with full
reservation of any and all rights reserved by the parties.

2.02 The General Agent shall furnish to the Company and the Reinsurer all
necessary premium and loss data (in a form acceptable to the Reinsurer and the
Company) no later than forty-five (45) days following the end of the month
during which the business is written or losses are incurred to enable the
Company to record statistics required by statutes, regulation or upon call by
authorities having competent jurisdiction. Such data shall include, but is not
limited to, premiums written and unearned premium. Said data shall be segregated
by lines of insurance and the state in which the risk is located.

2.03 The keeping of an account with the General Agent on the Company's books as
a creditor and debtor account is declared a record memorandum of business
transacted and neither such keeping of an account, nor alteration in commission
rate, nor failure to enforce prompt remittance or compromise or settlement or
declaration of balance of account, shall be held to waive assertion of the trust
relation as to premiums collected by the General Agent.

2.04 The General Agent shall be liable for the payment of all premiums upon all
policies of insurance written through the General Agent or any sub-agents of the
General Agent.

2.05 The General Agent shall remit to the Reinsurer, or Company as applicable,
any funds of or due to the Company under this Agreement at the earlier of the
following: (1) forty-five (45) days from the

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end of the month in which premium is recorded; or (2) sixty (60) days from the
end of the month in which the coverage under this Agreement became effective.

2.06 The General Agent shall hold all funds of or due the Company in a fiduciary
capacity.

                                  ARTICLE III
                        COMPENSATION TO THE GENERAL AGENT

3.01 The Reinsurer shall allow the General Agent in full compensation for all
services rendered and in full reimbursement for all expenditures made by the
General Agent the fee specified in Article VIII of the Reinsurance Agreement.
The General Agent shall pay the Company directly its ceding fee as specified in
the Reinsurance Agreement (Article VIII), and the amounts for assignments,
assessments, premium taxes, fines and penalties as specified in the Reinsurance
Agreement (Articles XI and XII).

3.02 The Company shall not be liable for or responsible for any commissions or
other monies payable by the Reinsurer to the General Agent. The General Agent
shall not sue or seek arbitration against the Company for any actions by, or
debts owing from, the Reinsurer.

3.03 In the event the Company or the Reinsurer, during the continuance of this
Agreement or after its termination, refunds premiums under any policy of
insurance by reasons of cancellation or otherwise, the General Agent agrees
immediately to return to the Company or the Reinsurer, as applicable, the
commission previously received by it on the portion of the premium refunded. The
General Agent shall not be required to return, as commission or return
commission, monies greater than the total commission paid or otherwise payable
to the General Agent.

                                   ARTICLE IV
                                   SUB-AGENTS

4.01 The General Agent shall comply with, and shall be responsible to insure the
compliance by, all such producing agents with the terms of this Agreement and
the Reinsurance Agreement and all other written rules and regulations of the
Company, and treat as confidential and use only in the interest of the Company
all instructions, information and materials received from the Company.

4.02 The General Agent shall be solely responsible for the performances of any
producing agents under all of the terms and provisions hereof, including, but
not limited to, the collections of premiums and refunds of premiums.

4.03 Each such producing agent must be registered or appointed, as required, as
an agent of the Company through the appropriate regulatory body before any
application shall be accepted from him or other insurance performances on behalf
of the Company are performed. The General Agent shall be ultimately responsible
for the obligation of the producing agent to obtain an appointment as provided
herein.

4.04 It is also specified that the General Agent shall be responsible for all
commissions payable to any producing agents. The General Agent and any producing
agent shall not seek to hold the Company or Reinsurer liable through litigation,
arbitration or otherwise for commissions payable to such producing agents.

4.05 The Company, in its sole discretion with or without cause, and without
prior written notice, may terminate the appointment of any producing agent.

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4.06 The General Agent shall not permit its subagents or subproducers to serve
on its Board of Directors.

4.07 The General Agent shall not appoint sub-managing general agents.

                                   ARTICLE V
                           ADDITIONAL DUTIES OF AGENT

5.01 The General Agent shall, at all times during the period of this Agreement,
comply with all applicable laws and all orders, policy decisions or other
requirements of the Texas Department of Insurance or other applicable state
insurance department.

5.02 All books, records, accounts, documents and correspondence of the General
Agent and any producing agent pertaining to the Company's and Reinsurer's
business shall, at all times, be open to examination by any authorized
representative of the Company or Reinsurer. The General Agent shall make copies
of records available upon request by the Company or Reinsurer, whether such
request is before or after termination of this Agreement or the Reinsurance
Agreement. The General Agent must maintain separate records of business,
including, but not limited to, underwriting files for each insurer for whom it
acts as a general agent. Such records must be maintained for five (5) years or
until the completion of a financial examination by the insurance department of
the state in which the Company is domiciled, whichever is longer.

5.03 The General Agent shall maintain adequate accounting procedures and
systems, at no cost or expense to the Company, and shall provide statistics in a
timely manner for all reporting requirements under the Reinsurance Agreement or
as shall be required from time to time by the regulatory authorities of the
State of Texas or any other applicable governmental agency or authority. Such
statistical information shall be provided to the Company by the General Agent at
the General Agent's sole cost and expense.

5.04 The General Agent shall forward to the Company, no later than the 30th day
of the month following the month being accounted for, a report in detail of all
policies of insurance written or placed, or liability increased or decreased, or
policies continued or renewed or canceled by or through the General Agent during
the month being accounted for, which shall include all premiums due thereon
whether collected or not. Such report shall show the net amount due to the
Company and Reinsurer on all such business on the lines of business authorized
to be written by the General Agent and the amounts paid in losses, loss
adjustment expenses and commissions. Such report shall also include, to the
extent not already included, both insurance and reinsurance transactions,
including:

            (i)   statement of written, earned and unearned premiums,

            (ii)  losses and loss expenses outstanding;

            (iii) losses incurred but not reported; and

            (iv)  any management fees.

The report shall be received by or confirmed to the Company no later than thirty
(30) days from the close of the month for which business is reported. The
Company shall maintain such account reports on file for at least five (5) years
and shall make the account reports available to the Commissioner of Insurance of
the State of Texas (the "Commissioner"), or other applicable state department of
insurance, for review upon request.

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5.05 The General Agent shall account for and furnish to the Company, upon
request with reasonable notice, complete copies of all policies issued, copies
of all spoiled, voided or otherwise unissued policies, and copies of all claim
files created with respect to all loss occurrences under any policy issued under
this Agreement.

5.06 The title of all undelivered policies, books, supplies, or other property
related to the reinsured business is in the Company, and these shall be
delivered to the Company by the General Agent immediately upon the termination
of this Agreement. The General Agent will create and maintain copies of all such
materials, and will have an unrestricted right to use these materials after this
Agreement's termination. The General Agent agrees to surrender peaceably the
same without compelling the Company to resort to any legal proceedings
whatsoever. Upon request of the Company, prior to or after the termination of
this Agreement, the General Agent shall provide to the Company, at the General
Agent's sole cost and expense, electronic copies of any and all data related to
the reinsured business in a format specified by the Company. Further, the
General Agent shall ensure any vendor or other third party acknowledges and
agrees the Company, at no expense to the Company, shall have use of any systems,
data, information, reports, files or statistics prior to or after the
termination of this Agreement.

5.07 The General Agent shall not insert any advertisement respecting the Company
in any publication or issue any circular or paper referring to the Company
without first obtaining the written consent of the Company. The General Agent
shall comply with all statutes and regulations pertaining to advertising, and
establish and maintain records of any such advertising as required by the
applicable laws of the states in which it is doing business.

5.08 The General Agent shall maintain on behalf of the Company and Reinsurer
complete copies of all policies issued hereunder and copies of all claim files
created with respect to all loss occurrences thereunder. Any or all policies
and/or claim files required to be maintained by General Agent pursuant to this
Section 5.08 may be maintained in electronic data storage form accessible by
computer and if so stored in this fashion, no physical copy of such items need
be maintained. Where electronic claims files are maintained by the General
Agent, any data from such files requested or required by the Company shall be
provided within thirty (30) days or less if so requested by the Company.

5.09 The General Agent shall pay to the Reinsurer the positive balance, if any,
no later than forty-five (45) days following the end of the month during which
the business was written net written premiums collected hereunder (being defined
as premiums received and/or due the General Agent from the insured in a given
month less return premiums) less the General Agent's Provisional Commissions (as
defined in the Reinsurance Agreement) and less loss adjustment expenses and loss
payments. Should such balance be a negative amount, the Reinsurer shall pay the
General Agent as soon as possible after the end of the month, after receipt and
verification of the amount due as reported by the General Agent.

5.10 The General Agent shall be solely responsible for procuring any renewal,
extension, or new policy of insurance that may be required by any state or rule
or regulation of any state insurance department with respect to policies
originally written directly for the Company. The General Agent and Reinsurer
shall indemnify the Company and hold it harmless from any loss, damage, cost,
claim or expense whatsoever that the Company may incur, or for which it may
become liable, as a result of the said General Agent's failure, refusal or
neglect to fulfill said responsibility.

5.11 The General Agent agrees that its duties and obligations under this
Agreement shall be due and owing also to the Company's and Reinsurer's
successors and assigns.

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5.12 Nothing in this Article V shall be construed as requiring the Company to
monitor the book of business which is the subject of the Reinsurance Agreement
for the benefit of the Reinsurer.

5.13 The Company shall conduct or cause to be conducted a semi-annual
examination of the General Agent, in accordance with the Company's audit
guidelines. Furthermore, if the Company's aggregate premium volume increases by
thirty (30) percent in any thirty (30) day period, the Reinsurer at no expense
to the Company, and on behalf of the Company, shall examine or cause to be
examined within ninety (90) days the General Agent if it writes more than twenty
(20) percent of the Company's volume and has also experienced a twenty (20)
percent increase in premium volume during that same thirty (30) day period.

The examinations required under the preceding paragraph shall adequately provide
the Commissioner with the information outlined in (a) through (e) below, shall
be made available to the Commissioner for review, shall remain on file with the
Company for a minimum of three (3) years and shall, at a minimum, contain
information concerning the following:

            (a)   claims procedures of the General Agent;

            (b)   timeliness of claims payments by the General Agent (i.e., lag
                  time between date claim is reported and date claim is paid);

            (c)   timeliness of premium reporting and collection by the General
                  Agent;

            (d)   compliance by the General Agent with underwriting guidelines
                  under Section 1.10 hereof; and

            (e)   reconciliation of policy inventory.

5.14 The General Agent shall return any unearned premium due insureds or other
persons on the business which is the subject of the Reinsurance Agreement; if
for any reason, the General Agent does not return such unearned premium, then
the Reinsurer shall pay such amount and/or amounts.

5.15 The General Agent shall be duly licensed as a managing general agent or as
otherwise required under applicable law to perform its duties hereunder.

5.16 Should any state insurance department make a request to the Company for any
data required to comply with a statistical data call, the General Agent shall be
solely responsible to provide the Company with such data. Should the request
from such state insurance department require the Company to contract the
services of an outside source, such as an actuarial firm, to compile the data
required, the General Agent shall be responsible for its proportionate share of
the total cost for services rendered.

5.17 General Agent, when placing business under this Agreement, may not charge a
per-policy fee in excess any fees allowed by the applicable insurance regulatory
authority.

5.18 The General Agent shall provide Company, at General Agent's expense, an
independent financial examination in a form acceptable to the applicable state
departments of insurance, or other regulatory body, if required.

5.19 The General Agent shall provide annually to Company, at General Agent's
expense, an independent actuary opinion attesting to the adequacy of loss
reserves established for losses
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incurred and outstanding on business produced hereunder if General Agent
establishes total loss reserves including IBNR, if required by the applicable
insurance regulatory authority.


5.20 The General Agent acknowledges receipt of the Company's Statistical
Reporting Policy and Procedure Manual, and will act in accordance therewith. The
General Agent will act, at its sole cost and expense, on behalf of the Company
to produce, prepare, and file statistical information with the designated
statistical reporting bureau. The General Agent will also furnish the Company,
and other parties as designated by the Company, with monthly, quarterly and
annual reports showing statistical data in respect of the business written as
required.

5.21 Company will provide to the General Agent the percentage of written premium
to remit directly to Company on a monthly basis for bureau fees related to
statistical reporting, and boards and bureaus participation ("Bureau Fees"). In
addition to the Bureau Fees, should the Company be charged any fines or
penalties for incomplete, inaccurate, or delinquent reporting, the General Agent
shall pay such fines or penalties immediately upon written notice. The General
Agent will remit Bureau Fees as designated by the Company until notified of any
necessary adjustments to the amount of the Bureau Fees. Should the General Agent
fail to remit any amounts due to Company under this Section 5.21, then the
Reinsurer shall pay such amounts within 60 days written notice from the Company.
The initial Bureau Fees shall be .25% of written premium. The Bureau Fees are in
addition to other fees and expenses expressly enumerated herein.

                                   ARTICLE VI
                              TERM AND TERMINATION

6.01 The effective date of this Agency Agreement is 12:01 a.m., Central Standard
Time, on December 1, 2003, and shall remain continuously in force unless
canceled as follows:

            (a) This Agreement may be canceled by either party by giving at
            least ninety (90) days prior written notice to the other party.
            Notice shall be provided by registered mail, return receipt
            requested, and notice shall be deemed to have been provided on the
            date of mailing.

            (b) Immediately by mutual consent of the Company and General Agent.

            (c) At any time, by the Company, without prior notice in the event
            of the General Agent declaring bankruptcy or being declared or found
            bankrupt or insolvent, or being the subject of a cease and desist
            order, corrective order, or being placed in, or subject to, a
            proceeding of supervision, conservation, rehabilitation or
            liquidation.

            (d) Immediately upon written notice by the Company in the event of
            the cancellation or non-renewal of the General Agent's license by a
            state department of insurance as to the authority to write business
            in that state.

            (e) Immediately upon written notice by the General Agent in the
            event any action against the Company is commenced by Texas
            Department of Insurance or other applicable state insurance
            department pursuant to rehabilitation or liquidation. The Company
            agrees to furnish notice of such action immediately to the General
            Agent.

            (f) If the General Agent shall default in making remittance for net
            premiums then this Agreement shall be terminated according to the
            terms provided in Section 4.02(d) of the Reinsurance Agreement.

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            (g) If the General Agent shall defraud or attempt to defraud the
            Company; or any policyholder, then the Company may at its sole
            discretion cancel this contract by giving the General Agent written
            notice of cancellation served personally or by mail, which shall be
            effective immediately.

            (h) As provided in Section 8.11 of this Agreement.

            (i) Automatically and immediately, without notice upon cancellation
            or termination of the Reinsurance Agreement.

6.02 This Agreement shall automatically become renewed from year to year upon
the renewal of the license or certificate of authority granted to the Company by
the Texas Department of Insurance, provided this Agreement shall not be
otherwise canceled.

6.03 It is expressly agreed and understood that nothing in this Article VI
authorizes the General Agent to write any new business under this Agreement
should the Reinsurance Agreement terminate, except the business that is required
to be renewed or issued because of applicable law or regulation, as provided in
Section 4.03 of the Reinsurance Agreement.

6.04 The Company shall have no liability to the General Agent by virtue of the
Company's termination of this Agreement as set forth in this Article; it being
expressly understood that partial consideration for the Company's grant of
agency authority to the General Agent is the General Agent's promise that the
Company shall not be responsible for any damages which might arise by virtue of
any termination of this Agreement.

6.05 In the event of termination of this Agreement, after the General Agent
having promptly accounted for and paid over premiums for which it may be liable,
the General Agent's records, use and control of expirations shall remain the
property of the General Agent and left in its undisputed possession.

6.06 In the event that this Agreement is terminated, the General Agent, for no
additional fee, shall have the authority (unless revoked by the Company at its
sole discretion in which case the Reinsurer shall appoint a successor at no cost
to the Company) as provided in this Agreement to continue to perform all of its
duties under this Agreement on the remaining policies during the run-off period.
The General Agent's duties during the run-off period shall include handling and
servicing of all policies through their natural expiration, together with any
policy renewals required to be made by the provisions of applicable law, whether
or not the effective date of such renewal is subsequent to the effective date of
cancellation of this Agreement. Further, upon termination of this Agreement, the
General Agent shall not be relieved of or released from any obligation created
by or under this Agreement in relation to payment, expenses, reports, accounting
or handling, which relate to the outstanding insurance business under this
Agreement existing on the date of such termination. The Company, General Agent
and Reinsurer will cooperate in handling all such business until the business
has expired either by cancellation or by the terms of the policies and all
outstanding losses and loss adjustment expenses have been settled.

6.07 As the Reinsurance Agreement provides for termination on a run-off basis,
the relevant provisions of this Agreement shall apply to business being run-off.
It is also expressly agreed that the terms, conditions and obligations of the
Preamble and Articles II, IV and V, Sections 6.04, 6.05, 6.06, 6.07 and 6.08,
Articles VII, Section 8.11 and Article IX herein shall survive termination of
this Agreement.

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6.08 The Company may suspend the authority of the General Agent during the
pendency of any dispute regarding any event of default by the General Agent.

                                  ARTICLE VII
                       HOLD HARMLESS AND INDEMNIFICATION

      The General Agent agrees to and does hereby indemnify and hold the Company
harmless from and against any and all actions, causes of actions, suits,
arbitrations, or proceedings of any kind, liabilities, losses, claims, damages,
costs, or expenses (including attorneys' fees and expenses), incurred by the
Company by reason of, arising out of, or relating in any way to this Agreement
or any action taken or inaction by the General Agent in breach of the terms of
this Agreement or the terms of the Reinsurance Agreement, or which is not in
full compliance therewith. In addition, if the Reinsurer does not indemnify and
hold the Company harmless as required by the Reinsurance Agreement, the General
Agent shall fulfill the obligations of the Reinsurer and make the payments
required pursuant to the Reinsurance Agreement.

                                  ARTICLE VIII
                                 MISCELLANEOUS

8.01 This Agreement has been made and entered into in the State of Texas and
shall be governed by and construed in accordance with the laws of the State of
Texas.

8.02 This Agreement is not exclusive and the Company reserves the right to
appoint other agents in the territory covered by this Agreement and the General
Agent reserves the right to act as General Agent for other insurers or
reinsurers.

8.03 This Agreement shall be binding upon the parties hereto, together with
their respective successors and permitted assigns.

8.04 The Company shall have no right of control over the General Agent as to
time, means or manner of the General Agent's conduct within the terms of the
Agreement and the Reinsurance Agreement and the authority herein granted and
nothing herein is intended or shall be deemed to constitute the General Agent an
employee or servant of the Company. The General Agent shall at all times be an
independent contractor.

8.05 This Agreement shall be deemed performable at the Company's administrative
office in Fort Worth, Texas, and it is agreed that the venue of any controversy
arising out of this Agreement, or for the breach thereof, shall be in Tarrant
County, Texas.

8.06 The General Agent shall not assign any of its rights or obligations under
this Agreement without the prior written consent of the Company. No verbal
modification will be recognized by any party hereto and this Agreement cannot be
modified by any subsequent practices or course of dealing by the parties
inconsistent herewith. If the Company or the General Agent shall fail to take
advantage of a breach, if any, by another party of the terms, conditions,
covenants, or any of them herein contained, such failure shall not be deemed to
constitute, or be construed as, a waiver of any rights on the part of the
General Agent or Company to thereafter enforce any of the said terms, conditions
or covenants.

8.07 This Agreement may be amended, modified or supplemented only by a written
instrument executed by all parties hereto. All such amendments or changes shall
specify the effective date of such amendments or changes.

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<PAGE>

8.08 This Agreement supersedes any and all provisions, terms and/or conditions
of any other general agency agreements, whether oral or written, by, between and
among the parties with respect to the subject matter hereof.

8.09 The General Agent shall notify the Company in writing within thirty (30)
days when there is a change in the ownership of 10% or more of the outstanding
stock in the General Agent or when there is any change in the General Agent's
principal officers or directors.

8.10 The General Agent shall not offset balances due under this Agreement
against balances due or owing under any other contract.

8.11 This Agreement shall be interpreted in conformance with applicable Texas
law and regulation. If it is found or ordered by a court or regulatory body that
any provision or term of this Agreement does not conform to such law or
regulation then this Agreement shall be deemed to be amended, and modified to be
in accordance with such law. However, where this Agreement is found not to
comply with applicable law or regulations, the Company may in its sole
discretion terminate this Agreement immediately and without prior notice.

                                   ARTICLE IX
                                  ARBITRATION

9.01 As a condition precedent to any right of action hereunder, in the event of
any dispute or difference of opinion hereafter arising between the Company, on
the one hand, and the General Agent, on the other hand, with respect to this
Agreement or with respect to the General Agent's and/or the Company's
obligations hereunder, it is hereby mutually agreed that such dispute or
difference of opinion shall be submitted to arbitration.

9.02 The Company shall choose one arbiter (an "Arbiter") and the General Agent
shall choose one Arbiter. An umpire (an "Umpire") shall be chosen by the two
Arbiters, all of whom shall be active or retired disinterested executive
officers of property and casualty insurance or reinsurance companies.

9.03 Both the General Agent and the Company shall choose an Arbiter within 30
days following a written request by one party to the other to name an Arbiter.
In the event either the Company or the General Agent fails to choose an Arbiter
within this time period, the party who has chosen its Arbiter may choose the
unchosen Arbiter. Thereafter, the Arbiters shall choose an Umpire before
entering upon arbitration. If the Arbiters fail to agree upon the selection for
the Umpire within 30 days following their appointment, each Arbiter shall name
three nominees, of whom the other shall decline two and the decision shall be
made by drawing lots.

9.04 Each side shall present its case to the Arbiters and Umpire, in a hearing
in Dallas, Texas. The Arbiters and Umpire shall consider this Agreement as an
honorable engagement, as well as a legal obligation, and they are relieved of
all judicial formalities and may abstain from following the strict rules of law
regarding entering of evidence. The decision in writing by a majority of the
Arbiters and Umpire when filed with the Company and the General Agent shall be
final and binding. Judgment upon the final decision of the Arbiters and Umpire
may be entered in any court of competent jurisdiction.

9.05 In the event of a dispute between the Company and the General Agent
concerning this Agreement and the Quota Share Reinsurance Agreement between the
Company and the Reinsurer, regardless of whether either party has claims against
the Reinsurer, the entire dispute between the Company and the General Agent
shall be subject to arbitration as provided under this Article IX.


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9.06 The costs of the arbitration, including the fees of the Arbiters and the
Umpire, shall be borne equally by the sides unless the Arbiters and Umpire shall
decide otherwise.

9.07 This Agreement shall be interpreted under the laws of Texas and the
arbitration shall be governed by the Texas Arbitration Code.

                                   ARTICLE X
                                    PRIVACY

10.01 The General Agent shall provide to each new policyholder, prior to or upon
the issuance of any Policies written under this Agreement, and in accordance
with applicable state and federal laws, an initial notice of the Company's
privacy policies and practices. Not less than annually thereafter, the General
Agent, upon the request of the Company, distribute a copy of the Company's
annual privacy notice, as may be amended from time to time, to each existing
policyholder. In addition, the General Agent shall, upon the request of the
Company, distribute revised privacy notices and opt-out notices as applicable to
each policyholder to reflect any revisions which may be made to the Company's
privacy policies and practices. In each case, the Company shall be responsible
for providing the Agency with a copy of the form for its privacy policies and
practices notice, which forms the General Agent shall use to create and deliver
the notices described herein, at the Agency's sole cost and expense. These
notices shall be created and delivered independent of any separate legal
obligation the General Agent may have to create and deliver its own such
notices.

10.02 The General Agent shall not disclose or use any nonpublic personal
financial information or nonpublic personal health information related to any
policyholder, or to any consumer or customer (as such terms are defined under
applicable state and federal privacy laws), except as necessary to carry out its
duties and obligations under this Agreement or as otherwise permitted under
applicable state or federal law.

10.03 The General Agent shall develop and implement, in accordance with
applicable state and federal laws, a comprehensive written information security
program designed to (i) ensure the security and confidentiality of nonpublic
personal financial information and nonpublic personal health information related
to any policyholder, or to any consumer or customer (as such terms are defined
under applicable state and federal privacy laws), (ii) protect against any
anticipated threats or hazards to the security or integrity of such information,
and (iii) protect against unauthorized access to or use of such information that
could result in substantial harm or inconvenience to any customer.

                                   ARTICLE XI
                            COVENANT NOT TO COMPETE

11.01 The General Agent has been involved in the marketing and production of
insurance for bowling centers (general liability, liquor liability and property)
for more than ten (10) years. The Company has not, does not currently, and will
not during this Agreement's term participate in any fronting programs in which
the primary risks to be insured are bowling centers or in which bowling center
proprietors are principal marketing targets. This covenant not to compete does
not apply to:

            (a) A bowling program that seeks to insure bowling centers owned or
            operated by AMF Bowling Worldwide, Inc., Brunswick Corporation or
            the United States Armed Services; or

            (b) A fronting program involving a specialized book of business
            (i.e. a Restaurant/Bar/Tavern program, Business Owners program or
            Commercial Multi-Peril program) that incidentally includes bowling
            center risks.

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<PAGE>

11.02 The consideration for this covenant not to compete with the General Agent
are the fees paid to the Company under this Agreement and this Agreement's
terms. If the Company breaches this covenant, the General Agent may proceed in
any court having equitable jurisdiction over the Company to obtain any
appropriate equitable remedies, including ex parte restraining orders and
injunctive orders during litigation and following judgment. In addition,
Purchaser may simultaneously seek all other remedies provided by law or in
equity for the breach of the Covenant.

      IN WITNESS WHEREOF, the Parties hereto by their respective duly authorized
representatives have executed this Agreement as of the date first above written.

STATE NATIONAL INSURANCE COMPANY, INC.

BY: /s/ Wyatt Blackburn
    ----------------------------------

ITS: President

DATE: 12/1/03

NORTH POINTE FINANCIAL SERVICES, INC.

BY: /s/ B. Matthew Petcoff
    ----------------------------------

ITS: Executive VP

DATE: 11/20/03

NORTH POINTE INSURANCE COMPANY

BY: /s/ James G. Petcoff
    ----------------------------------

ITS: Chairman/CEO

DATE: 11/20/03

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