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                                                                   EXHIBIT 10.33

                                  WAIVER LETTER

                                February 28, 2006

North Pointe Holdings Corporation
28819 Franklin Road
Suite 300
Southfield, Michigan 48057

Attention: James B. Petcoff

     Re: Amended and Restated Credit Agreement (the "Credit Agreement") dated as
         of January 26, 2004 by and among North Pointe Holdings Corporation
         ("Company"), Comerica Bank, as Agent ("Agent") and the Lenders party to
         the Credit Agreement ("Banks"), as amended

Dear Mr. Petcoff:

     The Company has advised the Agent and the Banks that the Company formed two
new insurance subsidiaries during 2005. They are Home Pointe Insurance Company
and Midfield Insurance Company ("New Insurance Subsidiaries").

     Under Section 8.1(m) of the Credit Agreement it is an Event of Default if
an insurance subsidiary does not have an A.M. Best rating of B+ or higher. The
New Insurance Subsidiaries do not have an A.M. Best rating.

     The Company has requested that the Agent and the Banks waive any Event of
Default which would arise under the Credit Agreement as a result of the failure
of the New Insurance Subsidiaries to have the required A.M. Best rating. Based
on the Agent's receipt of the approval of the Majority Banks and subject to the
terms of this letter, the Banks waive any Event of Default under the Credit
Agreement resulting from the failure of the New Insurance Subsidiaries to have
the required A.M. Best rating.

     This Waiver is effective as of December 31, 2005 and shall remain effective
through July 1, 2006, whereupon it shall terminate and be of no further force or
effect.

     This Waiver shall not be deemed to amend or alter in any respect the terms
and conditions of the Credit Agreement, the Notes or any of the other Loan
Documents, or to constitute a waiver or release by any of the Banks of any
right, remedy or Event of Default under the Credit Agreement, the Notes or any
of the other Loan Documents, except to the extent expressly set forth above.
Furthermore, this Waiver shall not affect in any manner whatsoever any rights or
remedies of the Banks with respect to any other non-compliance by the Company
with the Credit Agreement or the other Loan Documents whether in the nature of
an Event of Default or otherwise, and whether now in existence or subsequently
arising.

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     Except as specifically defined to the contrary herein, capitalized terms
used in this Waiver shall have the meanings given them in the Credit Agreement.

                                        Very truly yours,

                                        COMERICA BANK, as Agent


                                        By: /s/ Michael Wooder
                                            ------------------------------------
                                            Michael Wooder
                                        Its: Vice President


cc: Larry R. Shulman, Esq.


                                        2

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                                CONSENT TO WAIVER

     The undersigned hereby approves and consents to the foregoing waiver on the
terms set forth in the Waiver Letter to which this Consent to Waiver is attached
and, assuming approval by the requisite lenders, authorizes the Agent to execute
and deliver the Waiver Letter to the Company.

                                        FIFTH THIRD BANK


                                        By: /s/ John Bebb
                                            ------------------------------------
                                        Its: V.P.
                                        Dated: February 28, 2006

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                                CONSENT TO WAIVER

     The undersigned hereby approves and consents to the foregoing waiver on the
terms set forth in the Waiver Letter to which this Consent to Waiver is attached
and, assuming approval by the requisite lenders, authorizes the Agent to execute
and deliver the Waiver Letter to the Company.

                                        JPMORGAN CHASE BANK NA, successor by
                                        merger to Bank One, N.A.


                                        By: /s/ Rick Ellis
                                            ------------------------------------
                                        Its: SVP
                                        Dated: February 28, 2006