EXHIBIT 10.11

This Amendment No. 3 to Revolving Credit Agreement (Amendment) dated as of
September 30, 2000 by and among the lenders signatories hereto (Banks), Comerica Bank as agent
for the Banks (in such capacity, Agent), and Meadowbrook Insurance Group, Inc., a Michigan
corporation (Company).

RECITALS

A. Company and Banks entered into that certain Revolving Credit Agreement dated as
of August 3, 1999, as amended by Amendment No. 1 dated as of March  , 2000 and by an
Amendment dated July 28, 2000 (Agreement).

B. The parties desire to amend the Agreement.

NOW, THEREFORE, the parties agree that the Agreement is amended as
follows:

1. The definition of Revolving Credit Aggregate Commitment set forth in Section 1
of the Agreement is amended to read in its entirety as follows:



| |                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  Revolving Credit Aggregate Commitment shall mean Forty
Eight Million Dollars ($48,000,000) until April 30, 2001 and shall
automatically be reduced to Thirty Three Million Dollars ($33,000,000)
on April 30, 2001, subject to further reduction or termination under
Section 2.8 or 9.2 hereof.

2. Schedule 1.2 of the Agreement is deleted and attached Schedule 1.2
substituted therefor. On April 30, 2001 and provided that Company shall have
made all payments required on such date under the Agreement as a result of the
reduction in the Revolving Credit Aggregate Commitment then the Percentages set
forth on Schedule 1.2 under the heading Alternate Percentages shall become the
Percentages and the payment, if any, made by Company in connection with such
reduction in the Revolving Credit Aggregate Commitment shall be made by the
Agent to the Banks in a manner that reflects the Alternate Percentages of the
Banks in the Indebtedness.

3. On the date of execution of this Amendment, the amount of the
outstanding Advances shall be reallocated among the Banks to reflect the new
Percentages and Comerica Bank shall pay to Bank One such principal amount as is
required so that Bank Ones outstanding Advances do not exceed its Percentage of
the Advances. Such payment shall be deemed to be an Advance by Comerica Bank to
Company.

4. Company hereby represents and warrants that, after giving effect to
the

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amendments contained herein, (a) execution, delivery and performance of this
Amendment and any other documents and instruments required under this Amendment
or the Agreement are within Companys
powers, have been duly authorized, are not in contravention of law or the terms
of the Companys Articles of Incorporation or Bylaws and do not require the
consent or approval of any governmental body, agency, or authority; and this
Amendment and any other documents and instruments required under this Amendment
or the Agreement, will be valid and binding in accordance with their terms; (b)
the representations and warranties of Company set forth in Sections 6.1 through
6.19 of the Agreement are true and correct in all material respects on and as of
the date hereof with the same force and effect as if made on and as of the date
hereof; (c) the representations and warranties of Company set forth in Section
6.20 of the Agreement are true and correct in all material respects as of the
date hereof with respect to the most recent financial statements furnished to
the Bank by Company in accordance with Section 7.1 of the Agreement; and (d) no
Event of Default, or condition or event which, with the giving of notice or the
running of time, or both, would constitute an Event of Default under the
Agreement, has occurred and is continuing as of the date hereof.

5. This Amendment shall be effective upon (a) execution hereof by Company, Agent
and the Banks and (b) execution by the Guarantors of the attached Acknowledgment.

6. This Amendment may be signed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.



| |  | WITNESS the due execution hereof as of the day and year first above
written.
| |  | ----------------------------------------------------------------------------

|                                                               |  |                                                                      
|-------------------------------------------------------------- |  | ---------------------------------------------------------------------
|COMERICA BANK, as AgentGROUP, INC.                             |  | MEADOWBROOK  INSURANCE                                               
|                                                              
|By:_________________________________
        Jon E. Sasinowski |  | By:______________________________________                            
|                                                              
|Its: Vice President
        Its:_____________________________ 
|                                                              
|BANKS:                                                         |  | COMERICA BANK                                                        
|                                                              
|                                                               |  | By:_______________________________________
         Jon E. Sasinowski

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| | Its: Vice President
| | -------------------



| | BANK ONE
| | --------



| | By:_________________________________
| | ------------------------------------



| | Its:_________________________________
| | -------------------------------------



The undersigned Guarantors acknowledge the foregoing Amendment No. 3 to
Credit Agreement and further acknowledged that the Guaranty dated August 3, 1999
from the Guarantors in favor of the Agent and the Banks remains in full force
and effect in accordance with its terms.

|                                         |  |                                                                  
|---------------------------------------- |  | -----------------------------------------------------------------
|                                         |  | MEADOWBROOK, INC., a Michigan
corporation                        
|                                        
|By:____________________________________ 
|                                        
|Its:____________________________________
|                                        
|                                         |  | MEADOWBROOK OF FLORIDA, INC.,
a Florida corporation              
|                                        
|By:____________________________________ 
|                                        
|Its:____________________________________
|                                        
|                                         |  | ASSOCIATION SELF INSURANCE
SERVICES, INC., an Alabama corporation
|                                        
|By:____________________________________ 
|                                        
|Its:____________________________________
|                                        
|                                         |  | CREST FINANCIAL CORPORATION, a Nevada corporation                
|                                        
|By:____________________________________ 
|                                        
|Its:____________________________________

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Percentages

|              |  |  |          |  
|------------- |  |  | -------- | -
|Comerica Bank |  |  | 69.44444 | %
|             
|             
|             
|             
|Bank One      |  |  | 30.55556 | %

Alternate Percentages

|              |  |  |          |  
|------------- |  |  | -------- | -
|Comerica Bank |  |  | 70.70707 | %
|             
|             
|             
|             
|Bank One      |  |  | 29.29293 | %

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