<PAGE>

                                                              EXHIBIT 10.27

                         NORTH POINTE INSURANCE COMPANY
                        MANAGING GENERAL AGENCY AGREEMENT

      THIS AGREEMENT is made on February 3, 2004 between NORTH POINTE INSURANCE
COMPANY, a Michigan insurance corporation, of 28819 Franklin Road, Southfield,
MI 48034 ("Company") and SOUTH POINTE FINANCIAL SERVICES, INC., a Michigan
corporation, of 10199 Southside Blvd., Suite 200, Jacksonville, FL 32256-0757
("South Pointe").

      In consideration of the terms of this document and any Addenda to this
document (collectively, "Agreement"), and pursuant to South Pointe's request
that the Company's underwriting facilities be made available to South Pointe for
the placement of insurance in FLORIDA, the parties agree:

APPOINTMENT AND AUTHORITY

      1.    The Company appoints South Pointe as its managing general agent in
the state(s) named above, granting it authority and the power to solicit,
receive, accept, bind, decline, countersign, and endorse insurance on those
lines of insurance and classes of risk identified on the attached Commission
Addendum, collect premiums, and generally with all powers and authority
necessary to conduct a managing general agency for the Company. South Pointe
will not delegate this authority to any other person without the Company's
express written authorization. This appointment is not exclusive and the Company
may appoint general agents and retail agents in the same state(s).

      2.    The policies solicited by South Pointe or its sub-agents and written
by the Company in these lines are referred to in this Agreement as the
"Policies." The primary insured under a Policy is a "Policyholder."

      3.    South Pointe will act on the Company's behalf only pursuant to the
authority that this Agreement grants and the underwriting guidelines (including
rules, regulations and rate manuals) and other written directives that the
Company furnishes to South Pointe. The Company may amend these guidelines and
directives at any time.

      4.    South Pointe may market the Company's insurance products both
directly to potential Policyholders and through sub-agents, who will be deemed
agents of South Pointe for purposes of carrying out this Agreement's terms. The
Company retains the right to pre-qualify any such sub-agents.

      5.    The Company grants South Pointe the authority to bind commercial
            risks.

      6.    South Pointe is authorized to adjust, compromise and settle claims.

ACCEPTANCE OF APPOINTMENT

      7.    South Pointe accepts this appointment, agreeing to perform
faithfully its duties to the best of its knowledge, skill, and judgment.


COMMISSIONS

      8.    The Company will pay South Pointe commissions in accordance with the
attached Commission Addendum ("Commissions"). The commissions fully compensate
South Pointe for its services under this Agreement.

<PAGE>

      9.    During this Agreement's term and after its cancellation, South
Pointe will refund to the Company unearned Commissions caused by Policy
cancellations or reductions at the same rate at which the Commissions were
retained by or paid to South Pointe. South Pointe will pay any such refund
within 10 days after the Company's written notice to South Pointe.

      10.   The Company may revise this Agreement's Commission rates by giving
not less than 60 days written notice to South Pointe. Such a change shall not
effect Commissions on premiums written before the effective date stated in the
written notice.

      11.   Uncollectible premiums arising from additional amounts due on
particular Policies as a result of adjustable exposures or audits may be turned
back to the Company for direct collection and South Pointe shall not be
responsible for such premium provided:

            (a)   South Pointe has made every reasonable effort to obtain and
retain an adequate deposit premium; and

            (b)   South Pointe has billed for and made at least three attempts
(including original billing) to collect the additional premium; and

            (c)   South Pointe notifies the Company not less than 45 days and no
more than 60 days after the month in which South Pointe issued the audit
endorsement and provides to the Company proof of its three attempts to collect
along with proof of two attempts by its subproducer to collect the additional
premium due.

      12.   No Commission will be paid on items turned over to the Company for
collection, unless subsequently collected by South Pointe.

PREMIUMS AND ACCOUNTING

      13.   South Pointe guarantees payment of all monies due to the Company on
Policies written under this Agreement, whether or not collected by South Pointe.
The Company must specifically authorize in writing any flat cancellations of
policies or coverage bound or issued.

      14.   The Policies will be billed under the terms of the Company Billed
Policies Addendum signed by the parties.

      15.   Any premiums, taxes and fees collected by South Pointe on the
Policies notwithstanding the terms of the Company Billed Policies Addendum are
the Company's property, and will be held by South Pointe in a fiduciary capacity
in trust for Company until delivered to the Company. The keeping of an account
with South Pointe on Company's behalf, as a creditor and debtor account, is
declared a record memorandum of business transacted, and neither such keeping of
account nor alteration in commission amount, nor failure to enforce prompt
remittance, compromise, settlement, declaration of balance of account nor
suspension or cancellation of this South Pointe Agreement shall be held to waive
assertion of the fiduciary relationship as to premiums collected by South
Pointe. South Pointe will retain the income from any such funds it holds in
trust for the Company. The right of South Pointe or any other person to receive
Commissions shall at all times be subordinate to the Company's right to offset
or apply Commissions, including Profit Sharing Commissions (as may be defined in
any Profit Sharing / Contingency Commission Addendum attached to this
Agreement), against any indebtedness of South Pointe to the Company. This right
of offset shall also apply against any liability incurred by the Company to any
person by reason of any negligent or unauthorized acts committed by South
Pointe.

                                       2
<PAGE>

      16.   South Pointe will maintain a complete record of all transactions
involving the Company and the Policyholders, including records of all Policies,
endorsements and modifications issued by the Company, billing and accounting
transactions and notices of all claims or occurrences representing potential
claims. These accounting and underwriting records will be subject to inspection
or audit by the Company at any reasonable time during this Agreement's term and
for 3 years after its termination.

      17.   The Company's policy on checks returned for non-sufficient funds
("NSF") is:

            (a)   If a Policyholder makes a down payment on a renewal policy
with an NSF check, the Company will flat cancel the Policy. If a Policyholder
makes an installment payment on a Policy in effect with an NSF check, the
Company will cancel the Policy at the date of earned equity.

            (b)   If South Pointe makes a down payment or an installment payment
on a Policy in effect with an NSF check, the Company will re-deposit the check
one time. If the check is returned a second time, the Company will flat cancel
the Policy if the check was for a down payment and cancel at the date of the
earned equity if the check was for an installment premium. Further, if South
Pointe makes a payment to the Company with an NSF check, its authority under
this Agreement will be suspended until the Company is reimbursed the amount of
the NSF check plus any related bank charges.

            (c)   If a Policyholder makes a premium or other payment on a Policy
to South Pointe by an NSF check and South Pointe has sent an agency check to the
Company on that Policy, South Pointe must notify the Company about the NSF check
in writing within 30 days of the Policy's effective date and send the Company a
copy of both sides of the NSF. When the Company receives the notice and the
check copy, the Company will flat cancel the Policy if the check was for a down
payment and cancel at the date of the earned equity if the check was for an
installment premium. South Pointe must deliver both a timely notice and the
check copy in order to be reimbursed from the return premium.

INDEPENDENT CONTRACTOR STATUS

      18.   The parties' intent as stated in this Agreement is best served when
South Pointe is an independent contractor for all purposes. As an independent
contractor, South Pointe has the right to exercise independent judgment as to
time, place and manner of soliciting insurance applications, servicing
Policyholders, and otherwise carrying out this Agreement's provisions.
Furthermore, South Pointe will pay all expenses in connection with its South
Pointe and has no authority to incur any indebtedness on behalf of Company.

      19.   This agency appointment is not exclusive. South Pointe is an
independent insurance agency. South Pointe may represent other insurance
companies and the Company may appoint other insurance agents.

NOTIFICATION TO THE COMPANY

      20.   South Pointe will forward to the Company copies of all binders,
policies, certificates, renewals and endorsements issued by South Pointe, and
will otherwise notify Company of all liability accepted within 10 days following
the effective date of the liability or change.

      21.   Any risk that South Pointe submits to the Company for approval
because South Pointe does not have the authority to bind or quote that risk by
this Agreement or the Company's Underwriting Guide or underwriting program, and
which the Company approves for quote, must be reported to the Company the same
day that South Pointe binds that risk.

                                       3
<PAGE>

      22.   South Pointe will report to the Company all actual and potential
claims on a Policy. This report will be made in writing no later than the end of
the business day following the day that South Pointe receives notice of the
claim, regardless of how the notice is obtained or received. South Pointe will
forward to the Company immediately all proofs of loss, notice-of-claim letters,
summons and complaint and other legal papers or documents relating to such a
claim.

OWNERSHIP OF EXPIRATIONS

      23.   If, upon cancellation of this Agreement, South Pointe has promptly
accounted for and paid to the Company all premiums and other monies and
securities collected or held for or on behalf of Company for which South Pointe
may be liable, and South Pointe is not otherwise in default of this Agreement,
then the records of South Pointe and the use and control of expirations shall
remain the property of South Pointe. Otherwise, the right and title to the
records and the use and control of ownership of expirations shall be vested in
the Company for sale, use or disposal as it deems fit to reduce the amount of
indebtedness. To this end, South Pointe grants the Company a security interest
in the Policies' expirations.

      24.   Regardless of who owns control of the expirations, the parties
recognize that the Policyholder, who pays the premium, ultimately decides who
services and underwrites their insurance. Therefore, despite the language
regarding the property rights and the expiration dates of Policies, the decision
of the Policyholder reflects the ultimate proprietary interest of expirations.

TERMINATION AND SUSPENSION

      25.   This Agreement will terminate if at least one of the following
            occurs:

            (a)   The Company ceases to write insurance in the state(s)
identified in the preamble.

            (b)   A party gives 60 days' advance written notice to the other,
without assigning cause.

            (c)   Automatically if any public authority cancels, suspends or
declines to renew South Pointe's license or Certificate of Authority, written
notice of which South Pointe must give to the Company by the end of the business
day following the date of the act in question.

            (d)   Automatically on the effective date of sale, transfer, or
merger of South Pointe's business, unless the Company has agreed to appoint the
successor as its general agent as provided in this Agreement.

            (e)   Automatically upon attachment of South Pointe's business,
records or accounts pursuant to any order of court or regulatory official.

            (f)   Automatically if any federal or state insolvency proceeding is
started by or against either party, which proceeding is not dismissed within 30
days of its filing.

            (g)   Immediately upon either party giving written notice to the
other in the event of abandonment, fraud, or gross and willful misconduct on the
part of such other party.

            (h)   Upon South Pointe's default in its payment or performance
obligations under this Agreement, in which case the Company may immediately
terminate this Agreement without notice and be relieved of any further
obligation to the South Pointe.

                                       4
<PAGE>

      26.   On the occurrence of Items (c) through (h), the Company has the
option of immediately suspending all or any part of the authority given to South
Pointe under this Agreement, instead of terminating the Agreement. The Company
will notify General Agent of any such suspension in writing. General Agent's
authority under this Agreement then will be subject to the terms of the notice
of suspension. The decision to suspend rather than terminate this Agreement is
in the Company's sole discretion. The right to exercise this alternative does
not affect the Company's right to terminate this Agreement. Suspension is not a
pre-requisite for termination.

      27.   Any unused policies, certificates, endorsements or binders, and
other unused supplied containing the Company's name and/or logo trademark, shall
remain the Company's property and shall be accounted for and surrendered by
South Pointe to Company on demand.

SOUTH POINTE'S OBLIGATIONS AFTER TERMINATION

      28.   If upon this Agreement's termination, South Pointe is entitled to
the ownership, use and control of expirations, the Company at South Pointe's
election will continue outstanding insurance in force until the normal
expirations of such insurance subject to the following:

            (a)   The Company reserves all of its rights to cancel Policies
continued in force for non-payment of premium or for underwriting reasons.

            (b)   South Pointe shall continue to service the outstanding
Policies, process non-renewal notices and endorse the Policies.

            (c)   With respect only to the servicing of Policies continued in
force after the termination of this Agreement, South Pointe shall continue to be
the Company's recognized representative, subject to all of this Agreement's
provisions, except that South Pointe shall not, without the Company's prior
approval, increase or extend the term or condition of any Policies.

            (d)   All premiums are promptly accounted for and paid to the
Company by South Pointe.

            (e)   The Policyholder has the ultimate right to decide who writes
their insurance.

INDEMNIFICATION

      29.   The Company will indemnify South Pointe against liability, including
the cost of defense and settlements, imposed by law for damages sustained by
Policyholders and caused by the Company's acts or omissions, provided South
Pointe has not caused or contributed to such liability by any act or omission.
South Pointe will notify the Company promptly of any claim or suit against South
Pointe and cooperate and participate with Company in any investigation,
settlement or defense of the claim or suit.

      30.   South Pointe will indemnify the Company for any damages resulting
directly or indirectly from South Pointe's negligence, acts or omissions, any
violations of any insurance law or insurance department regulation and/or breach
of South Pointe's obligations under this Agreement. The Company will notify
South Pointe promptly of any claim or suit against the Company and cooperate and
participate with South Pointe in any investigation, settlement or defense of the
claim or suit.

      31.   South Pointe will maintain the following kinds of insurance in at
least the amount indicated and provide proof of such coverage upon request by
the Company:


                                       5
<PAGE>

<TABLE>
<S>                                 <C>
Comprehensive General Liability     $500,000/occurrence
Professional Errors and Omissions   $1,000,000/each claim and in the aggregate
</TABLE>

GENERAL PROVISIONS

      32.   The Company shall not be responsible for expenses incurred by
South Pointe, whether on South Pointe or the Company's behalf, unless
previously authorized by the Company in writing.

      33.   If there is a conflict between this document and any Addendum
to this document, the Addendum will govern.

      34.   Where local usage or insurance law uses terms such as
"producer" or "broker" instead of "agent" this Agreement is to be read so
as to substitute the local usage term without other change in the express
or implied meaning of its terms.

      35.   South Pointe shall not broadcast, publish or distribute any
advertising materials or other matters, including marks or logos, referring
to the Company or to the Company's Policies or contracts of insurance,
without first securing written approval from an officer of the Company.

      36.   The Company alone may revise this Agreement after it gives
South Pointe no less than 60 days advance written notice describing the
revision and its effective date. In the interest of proper recordation, but
not as a condition to the effectiveness of the revision, the parties will
confirm in writing and sign any revision of the Agreement.

      37.   The Company may immediately discontinue any product line
described in this Agreement without liability to South Pointe. The
discontinuance of any product line will not by itself result in a
termination or suspension of this Agreement.

      38.   Upon suspension of South Pointe's authority or termination of
this Agreement, the Company may, at its sole discretion, seek to collect
premiums directly from any producing agency or from the insured.

      39.   South Pointe will notify the Company in writing of its intent
to sell, merge or otherwise transfer all or part ownership of its insurance
agency or its interest in the Policy expirations. This notice will be given
as soon as practicable but not less than 30 days prior to the effective
date of any such proposed transaction. At its sole discretion, the Company
may assign this Agreement to the successor, enter into a new Agency
Agreement with the successor, or terminate this Agreement.

      40.   South Pointe may not assign this Agreement without the
Company's express written consent.

      41.   If the Company finds it necessary to perform any duty that this
Agreement otherwise imposes on South Pointe, or by course of conduct to
continue to service the outstanding contracts of insurance, South Pointe
shall be liable for all of the Company's reasonable resulting costs,
including attorney fees.

      42.   Any of South Pointe's individual stockholders who are also its
officers jointly and severally guarantee all of General Agent's payment and
performance obligations under this Agreement.

                                     6
<PAGE>

      43.   There are no promises, agreements, or understandings between
the parties other than those contained in this Agreement. This Agreement
supercedes all prior agreements between the parties. This Agreement can
only be amended in writing signed by an officer of each party.

      44.   Notices under this Agreement shall be given by delivering or
mailing a copy to the party entitled to notice. Notice by mail shall be
deemed sufficiently given when mailed by certified mail, postage prepaid,
addressed to a party at its last known address.

      45.   South Pointe shall comply with all applicable laws or
regulations of the state(s) in which it may operate with respect to the
procurement and placement of insurance and shall provide the appointing
authority in each state with all required filings, affidavits, and reports.

      46.   General Agent will collect and to pay all premium taxes or
other required taxes or fees relating to any Policy that may become due any
taxing authority within the boundaries of any state or commonwealth.

      47.   If any dispute or disagreement shall arise in connection with
any interpretation of this Agreement, its performance or nonperformance, or
the figures or calculations used, the parties shall make every effort to
meet informally and settle such dispute in good faith. However, if this
fails to resolve the dispute, then the differences shall be submitted for
arbitration to three disinterested executive officers of property and
casualty insurance companies incorporated in the United States, one to be
chosen by Company, one by South Pointe, and the third by the two so chosen.
A decision of the majority of the three shall in each case be final. The
arbitrators shall be required to decide matters submitted to them upon the
customs and usages of the business in a spirit of equity rather than of
technicalities or legal requirements. Each party shall pay the expense of
its own arbitrator and 50% of the expense of the third arbitrator. Unless
otherwise agreed by the parties, arbitration shall be conducted in
Southfield, Michigan. No arbitration is required with respect to Premiums
due the Company and the Company can proceed with civil action without
arbitration.

      48.   If a conflict exists as to which general agency is authorized
to represent an existing or prospective Policyholder with respect to a
Policy, the Policyholder's written statement designating their agent and
the Company's general agency shall control.

      49.   The Company reserves the right to directly cancel any Policy or
binder at any time. The Company shall notify South Pointe in writing of any
such cancellation.

      50.   It is South Pointe's sole responsibility to notify the insured
of Policy expiration and send notice of nonrenewal when the law requires
such a notice.

      51.   Upon request by the Company, South Pointe shall submit to South
Pointe a financial statement of condition.

      52.   Michigan law governs this Agreement. If, however, the insurance
law governing the relationship between an insurer and its agent in the
state identified in the preamble to this Agreement provides different time
periods or otherwise contradicts some term in this Agreement (see the
Statutory Addendum), that state law governs.

      53.   Federal and state financial services privacy laws govern how
the parties must protect the privacy of current and potential
Policyholders' personal nonpublic information. The Company's "Privacy
Policy" is attached to this Agreement. The Company, South Pointe and all of
South Pointe's sub-agents will each handle this personal nonpublic
information with the standard of care and confidentiality described in the
Privacy Policy, and in compliance with applicable law. South Pointe and all
of South Pointe's sub-agents will follow the Privacy Policy in all of its
actions on the

                                     7
<PAGE>
Company's behalf. When South Pointe or one of South Pointe's sub-agents acts at
the Company's request concerning a current or potential Policyholder, that party
will deal only with third parties that comply with these privacy laws in the way
in which they handle this personal nonpublic information. Neither South Pointe
nor any of its sub-agents will share personal nonpublic information about the
Company's Policyholders with any third person.

      54.   Upon request by the Company, South Pointe shall sign a UCC
financing statement reflecting the Company's security interest in the
expirations.

                                       NORTH POINTE INSURANCE COMPANY

                                       By: /s/ B. Matthew Petcoff
                                           ------------------------------------
Dated: February 3, 2004                        B. Matthew Petcoff
                                               President

                                       SOUTH POINTE FINANCIAL SERVICES, INC.

                                       By:
                                           ------------------------------------
Dated: February 3, 2004                      John H. Berry
                                             Treasurer

                                     8
<PAGE>

                            COMMISSION ADDENDUM

      This Addendum is part of and amends the terms of the MANAGING GENERAL
AGENCY AGREEMENT ("MGA Agreement") between NORTH POINTE INSURANCE COMPANY
("Company") and SOUTH POINTE FINANCIAL SERVICES, INC. ("South Pointe").
Capitalized terms have the same definitions as are found in the MGA
Agreement.

      Unless otherwise determined by the Company on an individual risk
basis, the Company will pay South Pointe the following Commission rates:

<TABLE>
<CAPTION>
                                                                RATE
                                                                ----
<S>                                                             <C>
All commercial lines                                             23%
</TABLE>

      These commissions apply to business developed by South Pointe and its
subagents. South Pointe will retain this commission net of the commission
paid to its subagents. Business produced by the Company's own direct agents
is not governed by this Agreement.

                                           NORTH POINTE INSURANCE COMPANY

                                           By: /s/ B. Matthew Petcoff
                                               ---------------------------------
Dated: February 3, 2004                             B. Matthew Petcoff
                                                    President

                                           SOUTH POINTE FINANCIAL SERVICES, INC.

                                           By:
                                               ---------------------------------
Dated: February 3, 2004                          John H. Berry
                                                 Treasurer

                                     9
<PAGE>

                      COMPANY BILLED POLICIES ADDENDUM

      This Addendum is part of and amends the terms of the MANAGING GENERAL
AGENCY AGREEMENT ("MGA Agreement") between NORTH POINTE INSURANCE COMPANY
("Company") and SOUTH POINTE FINANCIAL SERVICES, INC. ("South Pointe").
Capitalized terms have the same definitions as are found in the MGA
Agreement.

      1.    The Company will bill Policyholders for premiums on their
Policies on a direct-bill basis.

      2.    South Pointe's name will be displayed on all Company billings,
renewal policies and renewal certificates, in type no smaller than produced
by Company's data processing equipment.

      3.    The Company will send South Pointe copies of all bills,
underwriting requests, recommendations, audits, cancellation notices and
other written communications that it sends to the insured.

      4.    The Company will prepare itemized Commission Statements in
accordance with Company records, which will be sent to South Pointe on a
monthly basis.

      5.    The balance due shown in a Commission Statement will be paid to
South Pointe not later than 30 days following the date the statement was
prepared.

      6.    Omission of any item(s) from a monthly statement will not
relieve either party of the responsibility to account for and pay all
amounts due the other, nor will it prejudice the right of either party to
collect all such amounts due from the other.

      7.    If the Company uses records relating to the Policies, including
names of Policyholders and expiration dates, for purposes of soliciting the sale
of other insurance products or services, South Pointe will be entitled to a
reasonable commission or fee, where permitted by law, on any resulting sales.

      8.    If this Agreement terminates, provided South Pointe is entitled to
the Policies' expirations and records pursuant to the MGA Agreement, the Company
will notify all Company billed Policyholders at least 30 days prior to renewal
date of its intent not to renew their policies, and will furnish South Pointe a
record of in-force billed Policies, including expiration dates and policy
numbers.

                                     NORTH POINTE INSURANCE COMPANY

                                     By: /s/ B. Matthew Petcoff
                                         --------------------------------------
Dated:  February 3, 2004                     B. Matthew Petcoff
                                             President

                                     SOUTH POINTE FINANCIAL SERVICES, INC.

                                     By:
                                         --------------------------------------
Dated:  February 3, 2004                     John H. Berry
                                             Treasurer

                                    10
<PAGE>

                             STATUTORY ADDENDUM

      THIS ADDENDUM is part of the Managing General Agency Agreement made
on February _____, 2004 ("MGA Agreement") between NORTH POINTE INSURANCE
COMPANY ("Company") and SOUTH POINTE FINANCIAL SERVICES, INC. ("South
Pointe"). Capitalized terms have the same definitions as are found in the
Agency Agreement.

      As a licensed managing general agent in Florida, South Pointe is
subject to the terms of Florida Statutes 626.744 through 626.7455 ("MGA
Statute"). The MGA Statute provides in pertinent part that South Pointe
cannot place business with an insurer unless there is in force a written
contract between the parties which sets forth the responsibility for a
particular function, specifies the division of responsibilities, and
contains certain stated minimum provisions (as stated in Florida Statutes
626.7451). This Addendum contains those minimum provisions. To the extent
that there is a conflict between the MGA Agreement and this Addendum, this
Addendum governs.

      1.    Either the Company or South Pointe may terminate the MGA
Agreement for cause as provided in the MGA Agreement at Section 25 upon
written notice to the terminated party. The Company may suspend the
underwriting authority of South Pointe during the pendency of any dispute
regarding the cause for termination. The Company or South Pointe must
fulfill any obligations on Policies, regardless of any dispute.

      2.    South Pointe will render accounts to the Company detailing all
transactions and remit all funds due under the terms of the MGA Agreement
to the Company on a monthly or more frequent basis.

      3.    South Pointe will hold all funds that it collects for the
Company's account in a fiduciary capacity in a bank that is a member of the
Federal Reserve System. This account shall be used for all payment as
directed by the Company. South Pointe may retain no more than 60 days of
estimated claims payments and allocated loss adjustment expenses.

      4.    Notwithstanding the fact that the Company and South Pointe have
a common parent, South Pointe will maintain separate records of the
business it writes. The Company will have access and the right to copy all
accounts and records related to its business in a form usable by the
Company, and the Florida Office of Insurance Regulation ("OIR") will have
access to all of South Pointe's books, bank accounts, and other records in
a form usable to the OIR. These records shall be retained according to
Florida Statutes 626.561. Therefore, South Pointe will preserve its books,
accounts, and records pertaining to a premium payment for at least 3 years
after payment, either physically holding those materials, or preserving the
records by computer or photographic reproduction. Among the records to be
retained or accessible are those records as to enable the Policyholders and
the OIR to obtain all necessary information, including daily reports,
applications, change endorsements, or documents signed or initialed by the
Policyholder concerning its Policies.

      5.    South Pointe may not assign the MGA Agreement in whole or part.

      6.    While South Pointe and the Company are under common control,
both being 100% owned by a common parent, and therefore the MGA Agreement
need not specify underwriting guidelines, the parties intend that South
Pointe be limited to the production of a maximum annual premium volume not
to exceed $20 million. South Pointe may modify this maximum annual premium
volume by giving the Company 90 days advance written notice.

      7.    South Pointe will not settle claims on behalf of the Company.

                                    11
<PAGE>

      8.    As South Pointe will not settle claims on behalf of the
Company, issues involving timely transmission of the electronic claims data
are not relevant to this Agreement.

      9.    The Company will not share interim profits with South Pointe.

      10.   South Pointe will not bind reinsurance or retrocessions on
behalf of the Company or commit the Company to participate in insurance or
reinsurance syndicates.

      11.   South Pointe will not appoint any producer or brokering agent
without assuring that it is lawfully licensed to transact the type of
insurance for which it is appointed.

      12.   Without prior approval of the Company, South Pointe will not
pay or commit the Company to pay a claim in any amount.

      13.   South Pointe will not collect any payment from a reinsurer or
commit the Company to any claims settlement with a reinsurer without prior
approval of the Company. If prior approval is given, a report must be
promptly forwarded to the Company.

      14.   South Pointe will not permit any of its subproducers to serve
on its board of directors.

      15.   South Pointe will not appoint a sub-managing general agent.

      16.   South Pointe, when placing business with the Company, is authorized
to charge a per-policy fee of not more than $25. In no instance will the
aggregate of per-policy fees for a placement of business authorized under this
section, when combined with any other per-policy fee charged by the Company,
result in per-policy fees which exceed the aggregate amount of $25. The
per-policy fee shall be a component of the Company's rate filing and shall be
fully earned.

                                    NORTH POINTE INSURANCE COMPANY

                                    By: /s/ B. Matthew Petcoff
                                        ----------------------------------------
Dated: February 3, 2004                       B. Matthew Petcoff
                                              President

                                    SOUTH POINTE FINANCIAL SERVICES, INC.

                                    By: /s/ John H. Berry
                                        ----------------------------------------
Dated: February 3, 2004                       John H. Berry
                                              Treasurer

                                       12