EXHIBIT 10.10


March ___, 2006

North American Insurance Leaders, Inc.
885 Third Avenue, 31st Floor
New York, NY  10022

FORM OF SHARE PURCHASE & SALE, D&O RIGHTS AND COMPANY CALL RIGHT
----------------------------------------------------------------

Ladies and Gentlemen:

         This letter agreement (the "Letter") is being delivered to you in
connection with the Registration Statement on Form S-1 (File No. 333-127871) (as
it may be amended and supplemented from time to time, the "Registration
Statement") filed by North American Insurance Leaders, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"SEC") on August 26, 2005, relating to an initial public offering (the "IPO") of
the Company's units (the "Units"). Each Unit is comprised of one share of the
Company's common stock, par value $0.0001 per share (the "Common Stock"), and
one warrant exercisable for one share of Common Stock (each, a "Warrant") to be
underwritten by CRT Capital Group LLC (the "Underwriter").

         Each of the undersigned hereby agrees with the Company as follows:

I.       Share Purchase & Sale.

         A.        Purchase & Sale. Effective as of November 22, 2005, the
                   sellers (the "Sellers") listed on Schedule 1 hereto
                   collectively own all of the outstanding shares (the "Shares")
                   of Common Stock, and each of the Sellers agrees to sell,
                   transfer, convey, assign and deliver to E. Miles Prentice III
                   (the "Purchaser"), and the Purchaser agrees to purchase from
                   each of the Sellers, the proportionate amount of the right,
                   title and interest of each Seller in and to the Shares as set
                   forth in Schedule 2, free and clear of all liens subject to
                   certain restrictions (including restrictions on the right to
                   vote, transfer or otherwise dispose of such Shares).

         B.        Purchase Price. The aggregate purchase price for the Shares
                   is $73.06 ($0.0053333 per Share) payable in United States
                   funds to each of the Sellers in proportion to the number of
                   Shares purchased from each Seller.

         C.        Representations and Warranties of the Seller. Each of the
                   Sellers hereby represents and warrants as follows:

                   1.        The Seller has the requisite power and authority to
                             execute and deliver this Letter and to perform its
                             obligations hereunder and to consummate the
                             transactions contemplated hereby;

                   2.        All of the outstanding Shares of the Seller is
                             owned beneficially and of record by the Seller;


<PAGE>

                   3.        The Seller's Shares are free and clear of all liens
                             and encumbrances and the Seller has good and valid
                             title to the Seller's Shares and the right to
                             convey the its Shares in accordance herewith. Upon
                             delivery of this Letter, good and valid title to
                             the certain portion of the Seller's Shares, free
                             and clear of all liens and encumbrances, will pass
                             to the Purchaser; and

                   4.        Simultaneously with the delivery hereof, the Seller
                             shall return its original Share Certificate to the
                             Company to be re-issued evidencing that the certain
                             portion of the Seller's Shares is duly transferred
                             to the Purchaser.

         D.        Representations and Warranties of the Purchaser. The
                   Purchaser hereby represents and warrants he has the requisite
                   power and authority to execute and deliver this Letter and to
                   perform its obligations hereunder and to consummate the
                   transactions contemplated hereby.

         E.        Closing. The closing will take place at the offices of
                   Shearman & Sterling LLP, 599 Lexington Avenue, New York, New
                   York 10022, or at such other place as the Purchaser and the
                   Sellers mutually agree, at 10:00 A.M. local time, on the date
                   of this Letter. At the closing, on the terms and subject to
                   the conditions set forth in this Letter, the Purchaser will
                   pay to each of the Sellers the appropriate purchase price as
                   set forth in Schedule II by check or wire transfer of
                   immediately available funds to such account as Seller directs
                   by written notice delivered to Purchaser by Seller at least
                   two Business Days before the Closing Date. Simultaneously,
                   each of the Sellers will transfer, convey, assign and deliver
                   to the Purchaser all of Seller's right, title and interest in
                   and to that certain number of Shares by delivering to the
                   Purchaser such duly executed instruments of conveyance,
                   assignment and transfer, in form and substance reasonably
                   satisfactory to the Purchaser, as shall be effective to vest
                   in the Purchaser good, valid and marketable title to the
                   Shares, free and clear of all liens subject to certain
                   restrictions (including restrictions on the right to vote,
                   transfer or otherwise dispose of such Shares).

II.      D&O Rights.

         A.        Purchase Commitment. The Company agrees to issue and sell to
                   each of the undersigned directors and officers, their
                   affiliates and/or their designees, and each of the
                   undersigned directors and officers, their affiliates and/or
                   their designees agrees to purchase from the Company, an
                   aggregate of 1,700,000 rights ("D&O Rights") convertible into
                   warrants ("D&O Warrants"). Each D&O Right will be purchased
                   at a price of $1.00 per right on the closing date of IPO.

         B.        D&O Warrants. The D&O Rights will be automatically converted
                   into D&O Warrants on the 120th day following the effective
                   date of the IPO as described in the Registration Statement.
                   During the period prior to this automatic conversion and for
                   30 days thereafter, the undersigned agrees not to purchase,
                   sell or enter into any derivative security transaction with
                   respect to any of the Company's outstanding warrants. The
                   conversion ratio of D&O Rights into D&O Warrants will be
                   calculated by dividing $1.00 by the conversion price. The
                   conversion price is equal to the weighted average of all sale
                   prices of the warrants as reported on the American Stock
                   Exchange or elsewhere during the 20 trading



                                       2
<PAGE>

                   days prior to the conversion date. In no event will a D&O
                   Right be converted into more than three D&O Warrants.

         C.        Representations and Warranties. Each of the undersigned
                   hereby represents and warrants to the Company with respect to
                   himself or herself that: (1) the undersigned is an
                   "accredited investor" as that term is defined in Rule 501 of
                   Regulation D promulgated under the Securities Act; (2) the
                   D&O Rights and D&O Warrants are being acquired for the
                   undersigned's own account, only for investment purposes and
                   not with a view to, or for resale in connection with, any
                   distribution or public offering thereof within the meaning of
                   the Securities Act; and (3) the undersigned has the full
                   right, power and authority to enter into this Agreement and
                   this Agreement is a valid and legally binding obligation of
                   the undersigned enforceable against the undersigned in
                   accordance with its terms.

         D.        Payment. Payment for the D&O Rights shall be made to the
                   escrow account at JPMorgan Chase Bank, NA (the "Escrow
                   Account") by 12:00 P.M., New York time, on or before the
                   effective date of the IPO (the "Escrow Date") by wire
                   transfer in immediately available Federal funds payable for
                   each of the undersigned's accounts in accordance with
                   Schedule 3. Notwithstanding the foregoing, to the extent one
                   or more of the undersigned deposits less than the full amount
                   required to be paid by him or her (each, a "Partial D&O
                   Rights Holder") into the Escrow Account by the Escrow Date,
                   such Partial D&O Rights Holder agrees to sell to one or more
                   of the other holders of the Common Stock prior to the IPO
                   (the "Existing Stockholders"), and one or more of the
                   Existing Stockholders agree to purchase, at a price equal to
                   $0.0053333 per Share, that proportion of the Partial D&O
                   Rights Holder's Shares of Common Stock owned by him or her on
                   the Escrow Date that is equal to the percentage of the
                   outstanding payment due and not paid in respect of the D&O
                   Rights; provided that each of the Existing Stockholders who
                   purchases Shares from the Partial D&O Rights Holder agrees to
                   deposit into the Escrow Account that outstanding amount due
                   and not paid by the Partial D&O Rights Holder in proportion
                   to the percentage of such Shares purchased from the Partial
                   D&O Rights Holder.

         E.        Delivery. On the closing date of the IPO, the Company shall
                   deliver the D&O Rights to or for the account of each of the
                   undersigned in accordance with Schedule 1 and section II.C.
                   of this Letter.

         F.        Escrow Account. The $1.7 million proceeds received by the
                   Company for the D&O Rights shall be held in the Escrow
                   Account until the earliest to occur of (1) the closing of the
                   IPO, (2) the withdrawal of the Registration Statement or (3)
                   May 1, 2006. The proceeds in the Escrow Account shall only be
                   released in accordance with the following:

                   1.        Upon the closing of the IPO, the proceeds held in
                             the Escrow Account shall be immediately deposited
                             in the trust account at JPMorgan Chase Bank, N.A.
                             established by the Company for the benefit of its
                             public stockholders of the IPO Common Stock as
                             described in the Registration Statement. The $1.7
                             million proceeds will become part of the
                             liquidating distribution to the Company's public
                             stockholders in the event of liquidation prior to
                             the Company's initial business combination; or

                   2.        Upon May 1, 2006, or upon the withdrawal of the
                             Registration Statement prior to May 1, 2006, the
                             proceeds in the Escrow Account shall be released as
                             soon as practicable and disbursed to those persons
                             from whom such amounts in respect of the D&O Rights
                             were received.

         G.        Waiver of Claims; Indemnification. Each of the undersigned
                   hereby waives any and all rights to assert any present or
                   future claims, including any right of rescission, against the
                   Company, or the underwriters in the IPO with respect to his
                   or her purchase of the D&O Rights, and each of the
                   undersigned agrees jointly and severally to indemnify and
                   hold the Company, and the underwriters in the IPO harmless
                   from all losses, damages or expenses that relate to claims or
                   proceedings brought against the Company, or the underwriters
                   by any of the undersigned or their transferees, heirs,
                   assigns or any subsequent holders of the D&O Rights.

III.     Company Call Right. In the event that the Underwriter does not exercise
         all or a portion of the Over-allotment Option, the Company will have a
         right to purchase up to 468,750 shares of Common Stock (the "Call
         Right"), subject to adjustment, from the Existing



                                       3
<PAGE>

         Stockholders. The Company shall exercise this Call Right to purchase
         shares only in an amount sufficient to cause the Existing Stockholders
         to maintain control over 20% of Common Stock then outstanding after
         giving effect to the Offering and the exercise, if any, of the
         Over-Allotment Option. The Call Right shall be exercisable for a
         five-day period following expiration or termination of the
         Over-Allotment Option, and the price for each share of Common Stock
         pursuant to this Call Right shall be $0.0046 per share, subject to
         adjustment.

IV.      Miscellaneous.

         A.        Affiliates and Designees. Each of the undersigned may notify
                   the Company that all or part of his or her D&O Rights
                   purchase commitment will be made by an affiliate of the
                   undersigned (or another person or entity introduced to the
                   Company by the undersigned (a "Designee"), and in such event,
                   the Company will sell such D&O Rights to said affiliate or
                   Designee; provided, however, that each of the undersigned
                   hereby agrees to make payment of the purchase price of such
                   D&O Rights purchase in the event that the affiliate or
                   Designee fails to make such payment.

         B.        Requests from the Division. Upon request of the Division of
                   Market Regulation (the "Division") of the SEC, each of the
                   undersigned agrees to make himself or herself available to
                   respond to inquiries from the Division regarding purchases of
                   D&O Rights, conversions of D&O Rights into D&O Warrants
                   and/or the exercise of D&O Warrants for shares of Common
                   Stock.

         C.        Transfer Restrictions. Each of the undersigned shall not
                   offer, pledge, sell, transfer or otherwise dispose of,
                   either directly or indirectly, any Shares, D&O Rights or D&O
                   Warrants until after the later of one year or the
                   consummation of an initial business combination in
                   accordance with the Insider Letter, dated as of March ___,
                   2006 by and among the Company's directors and officers,
                   their affiliates and/or their designees, the Company and the
                   Underwriter. Notwithstanding the foregoing, the purchasers
                   of the Shares or D&O Rights are permitted to effect the
                   following transfers of the Shares, D&O Rights or D&O
                   Warrants: (a) transfers resulting from the death of any of
                   the purchasers, (b) transfers by operation of law, (c) any
                   transfer for estate planning purposes to persons immediately
                   related to the transferor by blood, marriage or adoption, or
                   (d) transfers to any trust solely for the benefit of such
                   transferor and/or the persons described in the preceding
                   clause; provided that the transferees receiving such Shares,
                   D&O Rights or D&O Warrants will be subject to the same sale
                   restrictions imposed on the Company's directors and
                   officers, their affiliates and/or their designees who
                   initially purchased the Shares or D&O Rights from the
                   Company.

         D.        Severability. If any provision of this Letter, or the
                   application of such provision to any person or circumstance,
                   shall be held invalid, the remainder of this Letter, or the
                   application of such provision to persons or circumstances
                   other than those to which it is held invalid, shall not be
                   affected thereby.

         E.        Governing Law. This Letter shall be governed by and construed
                   in accordance with the laws of the State of New York.



                                       4
<PAGE>

         F.        Successors and Assigns. This Letter shall be binding on each
                   of the undersigned and its successors and assigns.

         G.        Amendments. This Letter may only be amended by a written
                   instrument executed by each of the parties hereto.

         H.        Entire Agreement. This Letter (together with the other
                   agreements and documents being delivered pursuant to or in
                   connection with this Letter) constitutes the entire agreement
                   of the parties hereto with respect to the subject matter
                   hereof and thereof, and supersedes all prior agreements and
                   understandings of the parties, oral and written, with respect
                   to the subject matter hereof.

         I.        Execution in Counterparts. This Letter may be executed in one
                   or more counterparts, and by the different parties hereto in
                   separate counterparts, each of which shall be deemed to be an
                   original, but all of which taken together shall constitute
                   one and the same agreement, and shall become effective when
                   one or more counterparts has been signed by each of the
                   parties hereto and delivered to each of the other parties
                   hereto.

                  [Remainder of page intentionally left blank.]


                                       5
<PAGE>

Very truly yours,





__________________________________        __________________________________
William R. de Jonge                       Katherine Alice Levine Trust
                                          By:


__________________________________        __________________________________
Scott A. Levine                           Name:  Sarah F. Levine Trust
                                          By:


__________________________________
Francis E. Lauricella, Jr.                __________________________________
                                          Name:  William R. Levine Trust
                                          By:


__________________________________        __________________________________
Pickering/Lauricella Revocable Trust      Name:  David A. Levine Trust
By:                                       By:



                                          __________________________________
__________________________________        Name:  Henrietta Clare de Jonge Trust
Paula S. Butler                           By:



__________________________________        __________________________________
Laurence N. Strenger                      Margaux Smith Butler



__________________________________        __________________________________
Laurence N. Strenger, a Corporation       Nina Simmons Butler
By:


                                          __________________________________
__________________________________        Mark Johnston Butler
E. Miles Prentice, III




SHARE PURCHASE & SALE, D&O RIGHTS AND COMPANY CALL RIGHT



<PAGE>

<TABLE>
<CAPTION>
<S>                                       <C>
_____________________________             __________________________________
Mark Smith Butler                         Nicolas P. Lauricella 2005 Irrevocable Trust
                                          By:



_____________________________             __________________________________
Francis E. Lauricella, Jr.,               Natalia P. Lauricella 2005 Irrevocable Trust
Trustee of the Separate Property          By:
Portion of the Pickering/
Lauricella Revocable Trust,
dated December 15, 2003
By:
                                          __________________________________
                                          Michael P. Lauricella 2005 Irrevocable Trust
</TABLE>



Accepted and agreed as of the date hereof:

NORTH AMERICAN INSURANCE LEADERS, INC.


______________________________
By:     William R. de Jonge
Title:   President




SHARE PURCHASE & SALE, D&O RIGHTS AND COMPANY CALL RIGHT


<PAGE>


WARRANT PURCHASE ORDER

I:\EDGAR\North American Insurance Leaders, Inc. (NAIL)\s1a_030906\ex10-10.rtf


                                   SCHEDULE 1



                         THE SELLERS
                         -----------

                 Katherine Alice Levine Trust
                    Sarah F. Levine Trust
                   William R. Levine Trust
                    David A. Levine Trust
                     William R. de Jonge
                       Paula S. Butler
             Pickering/Lauricella Revocable Trust
             Laurence N. Strenger, a Corporation






<PAGE>


                                   SCHEDULE 2

                        NUMBER OF SHARES PURCHASED & SOLD
                        ---------------------------------



<TABLE>
<CAPTION>
                                               # OF SHARES                                     # OF SHARES       # OF SHARES
            NAME OF STOCKHOLDER                   OWNED        # OF SHARES      PRICE OF          OWNED            OWNED
                                                 PRE-SALE         SOLD           SHARES         POST-SALE         POST-SPLIT
            -------------------                  --------         ----           ------         ---------         ----------

<S>                                                <C>             <C>            <C>            <C>               <C>
Katherine Alice Levine Trust                       216,797           634           $3.38           216,163           144,109
Sarah F. Levine Trust                              216,797           634            3.38           216,163           144,109
William R. Levine Trust                            216,797           634            3.38           216,163           144,109
David A. Levine Trust                              216,797           634            3.38           216,163           144,108
William R. de Jonge                                881,250         3,219           17.17           878,031           585,354
Paula S. Butler                                    876,562         3,219           17.17           873,343           582,229
Pickering/Lauricella Revocable Trust               876,562         3,219           17.17           873,343           582,229
Laurence N. Strenger, a Corporation                515,625         1,507            8.04           514,118           342,745
E. Miles Prentice, III                                   0             0               0            13,700             9,133
                                                 ---------        ------          ------         ---------         ---------
                                       TOTAL     4,017,187        13,700          $73.06         4,017,187         2,678,125
--------------------------------------------- --------------- -------------- --------------- ---------------- -----------------
</TABLE>

(1) $100,000/$7.30 per share = 13,699 shares.

(2) $25,000/4,687,500 outstanding shares = $0.0053333/share; $0.0053333/share x
    13,699 = $73.06.

(3) Sale effected on November 22, 2005.

(4) Two-for-three reverse stock split effected on March [14], 2006.


<PAGE>



                                   SCHEDULE 3



<TABLE>
<CAPTION>
DIRECTOR/OFFICER*                                                           D&O RIGHTS COMMITMENT
----------------                                                            ---------------------

                                                                             # OF D&O RIGHTS
                                                           PERCENTAGE           PURCHASED             AMOUNT PAID
                                                           ----------           ---------             -----------

<S>                                                            <C>                 <C>                    <C>
William R. de Jonge                                            23.4%               397,800                $397,800

Scott A. Levine                                                18.4                312,800                 312,800

Francis E. Lauricella, Jr.(1)                                  23.4                397,800                 397,800

Paula S. Butler(2)                                             23.4                397,800                 397,800

Laurence N. Strenger(3)                                        11.0                187,000                 187,000

E. Miles Prentice, III                                          0.4                  6,800                   6,800
                                                               ----              ---------              ----------

                                                 TOTAL         100%              1,700,000              $1,700,000

</TABLE>
________________

*    Includes the affiliates and/or designees, as defined in the prospectus, of
     the directors and officers.

1    All or a portion of the D&O Rights to be purchased by Francis E.
     Lauricella, Jr., Trustee of the Separate Property Portion of The
     Pickering/Lauricella Revocable Trust, dated December 15, 2003.

2    Mark Smith Butler, husband of Paula S. Butler, will purchase up to 125,000
     D&O Rights of her 397,800 D&O Rights.

3    All or a portion of the D&O Rights to be purchased by Laurence N. Strenger,
     a Corporation.