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                                                                   Exhibit 10.21


                          MANAGEMENT SERVICES AGREEMENT

            This Management Services Agreement ("Agreement") is effective the
1st day of January, 2003, by and between MEADOWBROOK INSURANCE GROUP, Inc.,
(hereinafter referred to as "MIG"), _________________ (hereinafter referred to
as the "Company"), a ________ corporation with its principal offices in
__________, ________, and MEADOWBROOK, INC., a Michigan corporation, with its
principal office in Southfield, Michigan (hereinafter referred to as "Manager").

                                    RECITALS:

A.    MIG owns several insurance-related subsidiary companies as part of the
      insurance holding company system pursuant to the insurance laws and
      regulations in the various jurisdictions where such subsidiaries are
      licensed;

B.    This Agreement shall be subject to and interpreted in accordance with the
      laws, rules and insurance regulations in the jurisdictions wherein the
      subsidiaries are licensed;

Therefore, in consideration of the mutual agreements described in this
Agreement, the Company and the Manager agree as follows:

                                   AGREEMENT:

ARTICLE 1 - APPOINTMENT OF MANAGER

The Company and the Manager agree the Manager will perform services for the
Company as described in this Agreement and in the manner provided in this
Agreement. All underwriting, claims, loss control and investment services
provided to the Company by the Manager are to be based upon the written
criteria, standards and guidelines of the Company. The Company shall have the
ultimate and final authority over decisions and policies, including but not
limited to the acceptance, rejection or canceling of risks, the payment or
non-payment of claims and the purchase of securities.

Notwithstanding any other provision of this Agreement, it is understood the
business affairs of the Company shall ultimately be controlled and managed by
its Board of Directors and its officers, in accordance with relevant law. Also,
to the extent required under law, the Board of Directors shall present to the
Company's Shareholders issues for vote. The Manager shall not have any
management prerogatives with respect to the business affairs and operations of
the Company.

ARTICLE 2 - DUTIES

2.01  MANAGEMENT SERVICES

      A.    ACCOUNTING SERVICES, FINANCIAL STATEMENTS AND TAX RETURNS

            The Manager will perform services appropriate to the Company's
            operations and provide all accounting services required for purposes
            of accounting for the results of its business operations. The
            Manager will prepare all of the Company's financial statements
            required for filing with regulatory authorities, including statutory
            financial statements as required under the applicable insurance code
            or by an applicable insurance bureau. The Manager will perform these
            services in a manner and at a time which complies with the
            requirements of the insurance bureau, of taxing authorities, and as
            otherwise reasonably required by the Company. Accounting services
            shall include the maintenance of proper premium accounts, including
            provision for unearned premiums, loss provision and experience
            statistics as required for management and for filing with any
            regulatory


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            authority. The Manager will prepare the Company's financial
            statements on a quarterly and annual basis. Prior to their due
            dates, the Manager will prepare and deliver to the Company all tax
            returns to be filed with any taxing authority of the Company. Also,
            the Manager shall provide actuarial services to the Company;
            however, the Company's annual actuarial review shall be conducted by
            a third-party.

      B.    ACCOUNTS RECEIVABLE

            The Manager will collect all funds due the Company. Manager shall
            use due diligence and utilize all reasonable efforts for the
            collection of amounts due the Company, but shall be responsible to
            the Company only for premiums which are actually collected. The
            Manager shall regularly account to the Company on monies received by
            the Manager on behalf of the Company. Due diligence in the
            collection of accounts receivable shall mean regular contact of
            persons owing money to the Company with the demand for payment and
            maintenance of records adequate to legally enforce any debts owed.
            Due diligence shall include any legal enforcement of the debts owed.

      C.    DEPOSITS OF MONIES RECEIVED

            The Manager shall deposit daily into accounts of the Company
            maintained for that purpose all monies received by the Manager for
            the Company. When a Manager is the agent for the risk, all premium
            will be deposited, in accordance with the terms of any relevant
            Agency Agreement. All premiums collected by the Manager shall be
            held in trust segregated by the Company and held in a fiduciary
            capacity.

      D.    ACCOUNTS PAYABLE

            The Manager will make payments of the accounts payable of the
            Company which are incurred by the Company in the ordinary course of
            business; and which represent expenses of the Company in areas for
            which the Manager is responsible under this Agreement.

            For that purpose, the Manager may be designated as the signatory on
            certain depository and checking accounts of the Company. The Manager
            shall provide regular accounting to the Company of the payments
            which the Manager has paid.

      E.    REPORTS AND RECORDS

            At least annually, and more often as may reasonably be requested by
            the Company, the Manager will provide information on the Company's
            overall financial conditions, results of business operations and
            future capital requirements. The Manager will maintain the coverage
            documents or policies offered through the Company and any
            amendments, and will be responsible for developing and furnishing
            all necessary forms for the coverage of policyholders of the
            Company. These forms shall include applications, claims reports,
            premium collection or invoice forms, loss control, coverage
            documents, rating forms, and related reports or explanatory forms
            required for operations of the Company. The printing of such forms
            and policies shall be the responsibility of the Company. All reports
            and records as described above will be provided as mutually agreed
            with the Manager and the Company.


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      F.    ADVICE AND OTHER SERVICES

            The Manager will have no responsibility as to other matters
            pertaining to the Company and its business operations. The Manager
            will perform such other related services as may be reasonably
            necessary for the proper conduct of the Company's business
            operations and which are within the scope of this Agreement.

      G.    UNDERWRITING

            The Company shall retain the ultimate right and responsibility to
            refuse any risk and/or cancel any policy. The Manager shall perform
            such underwriting services as the Company shall from time to time
            request. Underwriting services shall include the review of
            applications for policies of insurance, making decisions on
            coverage, follow up with applicants for additional information, and
            working with reinsurers of the Company as requested. Certain
            underwriting services to be performed by the Manager may be
            delegated to a third-party upon approval of such third parties and
            the terms of the delegation by the Company. The Manager will comply
            with all written guidelines set forth by the Company with respect to
            underwriting, the acceptance or rejection of certain classes of
            business, the scope of coverage and the provisions of the coverage
            document or related to the issuance of policies.

      H.    REINSURANCE

            The Manager shall seek to arrange for appropriate reinsurance,
            including the preparation of all necessary documents with respect to
            such reinsurance. The Manager shall act as the liaison with the
            reinsurers with respect to both the acceptance of applications, the
            payment and remittance of premiums, the reporting of claims and
            collection of reinsurance payments due the Company. Also, the
            Manager shall negotiate the terms, conditions and premiums for such
            reinsurance.

      I.    INVESTMENTS

            The Company shall have custody of, responsibility for and control
            all investments of the Company. The Manager will comply with the
            Investment Policy Guidelines set forth by the Company with respect
            to investments and the acceptance or rejection of certain
            investments. However, the Company shall have the ultimate and final
            authority over decisions regarding the purchase and sale of
            securities.

      J.    EXPENSES ARISING IN MANAGEMENT SERVICES

            Expenses, such as, information services, independent audit, legal,
            consulting, actuarial and administrative expenses shall be fairly
            allocated to the Company taking into account such factors as premium
            volume, claim count, usage, document count, time studies and other
            relevant usage factors. The basis for such allocation shall be
            reviewed periodically by the Manager for any relevant adjustments.
            This allocation method shall be consistent with the provisions of
            Regulation 30 (11 NYCRR 105-109), or other applicable insurance
            regulatory provisions.


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2.02  CLAIMS

      A.    CLAIMS ADMINISTRATION

            The Company shall have ultimate responsibility for claims
            adjustments and payments. The Manager will receive all claims and
            notice of claims from policyholders of the Company. The Manager will
            review, process, investigate, adjust, settle or resist all claims
            received in accordance with the Company's direction, the terms of
            Company coverage documents, and any written guidelines or decision
            of the Company regarding coverage, handling or payment of claims.
            The Manager will establish loss reserves for each claim as deemed
            necessary in accordance with the Company's direction. The Manager
            will make subrogation investigations and consult with the Company or
            its representatives for the proper adjusting of subrogation matters.
            The Manager will engage attorneys as necessary, to represent
            policyholders in any suit covered by the Company's policy.

      B.    CLAIMS EXPENSES

            The Company will pay allocated loss expenses, which include
            reasonable expense items, such as attorney's fees, incidental legal
            fees, experts' fees, witnesses' travel expense, extraordinary travel
            expense incurred by the Manager at the request of the Company, court
            reporter's fees, transcript fees, and the cost of obtaining public
            records and witness fees. The Company will pay expenses associated
            with the investigation, negotiation, settlement or defense of any
            claim hereunder or as required for the collection of subrogation
            payments from third parties on behalf of the Company. All claims
            expenses other than allocated loss adjustment expenses shall be
            considered unallocated loss adjustment expenses and shall be paid by
            the Manager.

      C.    CLAIMS REPORTS

            The Manager will establish claim files for each reported claim which
            will be subject to review by the Company or its representatives at
            any reasonable time without prior notice. Reports for the Company
            will be furnished, in formats and frequencies approved by the
            Company, to show claims fund activity and payments, losses paid,
            pending and reserved, by participant coverage, type, cause function,
            size, and so on. The Manager will assist as needed with all
            litigation and defense activities related to claims pursuant to the
            Company program within guidelines established by the Company. These
            activities shall include recommendation of attorneys on a case or
            retainer basis for approval by the Company, preparation of all claim
            documentation, retention of witnesses and performance of other steps
            as necessary to properly defend against claims against insureds of
            the Company.

2.03  LOSS PREVENTION

      The Manager will arrange for and coordinate loss prevention services as
      agreed with the Company, including furnishing assistance and professional
      consultation to participating insureds, in developing loss prevention
      systems, making inventories and surveys regarding exposures and risks
      covered under the Company program, analyzing claim causes and trends,
      including frequency and severity, developing and conducting training
      programs, and other information for loss prevention. The type of services
      which will be provided to individual insureds to help them to develop loss
      prevention systems will include review and analysis of past claims,
      management controls and development of recommendations to improve risk
      management.


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2.04  ALLOCATION OF EXPENSES

      The allocation method for shared expenses shall be consistent with the
      provisions of Regulation 30 (11 NYCRR 105-109) or other appropriate and
      applicable provisions or regulations.

ARTICLE 3 - COMPENSATION

3.01  FEES

      In consideration of the services provided by the Manager, the Company
      shall pay the Manager a fee based upon the costs and expenses incurred
      with regard to the individual programs listed on the attached Schedule A;
      such fee shall be no greater than the actual costs the Company would
      expend in providing the service for itself.

3.02  TIME OF PAYMENT

      The amount agreed upon as described in paragraph 3.01 will be payable
      monthly in advance. At the end of each calendar quarter, the Manager and
      the Company may adjust the fee based upon the costs and expenses of each
      program.

ARTICLE 4 -THIRD PARTIES

The Manager and the Company agree the Manager may engage, employ and delegate
certain functions under this Agreement to third parties, agents or subsidiaries
of the Manager. In addition, the Manager shall have the authority to terminate
such retention. The Company shall have the authority to approve or terminate a
third-party and agency, as well as, approve all commission rates. To the extent
the Manager has delegated such function to a third party, the fee for such
service shall be paid by the Manager.

ARTICLE 5 - TERM AND TERMINATION

5.01  TERM

      The Term of this Agreement will be from January 1, 2003 through December
      31, 2006 ("Original Term"). The Term will automatically be extended for
      three (3) year periods thereafter, unless either party provides written
      notice ninety (90) days prior to the end of the Term or any extended term,
      as applicable, that it does not wish to extend the Term. If the services
      of Manager are unsatisfactory, the Company shall provide written
      notification to the Manager of such dissatisfaction. The Manager shall
      have 180 days to cure such problems or, if such problem cannot be cured
      within such time, take reasonable steps within 180 days to cure such
      problem. If the problem has not been cured, the Agreement can be
      terminated ninety (90) days after expiration of the 180 days or after the
      Manager was unable to cure the problem.

5.02  TERMINATION

      This Agreement may be terminated immediately in the event of the
      insolvency, receivership, bankruptcy or liquidation of either party or if
      either party has made an assignment for the benefit of creditors.

ARTICLE 6 - OWNERSHIP OF RECORDS

The Manager will maintain all appropriate records, files, ledgers, and reports
so as to accurately reflect at all times the financial transactions of the
Company. Upon reasonable notice, the Manager shall make all such records
available for inspection by the Company. All records of any kind relating to the
Company


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shall be the property of the Company and shall be in the Company's custody and
control or will be available for inspection.

ARTICLE 7 - GENERAL REQUIREMENTS OF THE MANAGER

7.01  MANAGER'S GENERAL DUTIES

      The Manager is responsible to perform the duties assumed under this
      Agreement in accordance with standard procedures for the performance of
      such duties, which exist, in the insurance industry.

7.02  DEALING WITH THIRD PARTIES

      The Manager is authorized and may act for, bind, make commitments, and
      represent the Company to any third-party, in the ordinary course of
      business and in fulfillment of its obligations under this Agreement.

ARTICLE 8 - MISCELLANEOUS

8.01  NOTICES

      All notice requirements and other communications indicated shall be deemed
      given when personally delivered or on the third succeeding business day
      after being mailed by registered or certified mail, return receipt
      requested, to the appropriate party at its address below or at such other
      address as shall be specified by notice given hereunder.

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<S>                                <C>
                  THE COMPANY:     MEADOWBROOK INSURANCE GROUP, INC.

                                   26600 Telegraph Road
                                   Southfield, MI  48034-2438
                                   Attn: President

                                   ----------------------
                                   ----------------------
                                   ----------------------
                                   Attn:  President

                  THE MANAGER:     MEADOWBROOK, INC.

                                   26600 Telegraph Road
                                   Southfield, MI  48034-2347
                                   Attn: President
</TABLE>

8.02  ASSIGNMENT

      This Agreement shall be binding upon and inure to the benefit of the
      parties hereto and their respective successors.

8.03  AMENDMENT

      This Agreement may not be amended, altered or modified except in writing
      signed by the party against whom enforcement or any waiver, change,
      discharge, alteration or modification is sought.


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8.04  INVALIDITY

      The invalidity of any provision of this Agreement shall not affect the
      validity of the remainder of any such provision or the remaining
      provisions of this Agreement.

8.05  INTERPRETATION

      The article, section and paragraph headings included in this Agreement
      have been used solely for convenience and shall not be used in conjunction
      with the interpretation of this Agreement. References to articles,
      sections and paragraphs shall refer to such provisions in this Agreement
      unless otherwise stated.

8.06  WAIVER

      The failure of either party at any time to require performance by the
      other party of any provision of this Agreement shall not be deemed a
      continuing waiver of that provision or a waiver of any other provision of
      this Agreement, and shall in no way affect the full right to require such
      performance from the other party at any time thereafter.

8.07  SEVERABILITY

      This Agreement and the transaction contemplated herein constitute one
      transaction and shall not be divisible in any manner. A breach of any
      portion of this Agreement shall be deemed a breach of the whole Agreement.

8.08  COUNTERPARTS

      If photocopies or duplicates of the original of this Agreement are signed
      by the parties then each such originally signed document shall be deemed
      to be an original of this Agreement.

8.09  CONFLICT OF INTEREST

      The Manager shall not engage in conduct or activities that constitute
      actual business competition with the Company.

8.10  INDEMNIFICATION

      Both the Company and the Manager shall hold harmless, indemnify and defend
      the other party against any expenses, damages, liability, action, cost or
      other claims, including attorney fees arising out of the other party's
      material breach of any duty or obligation hereunder.

8.11  ERRORS AND OMISSIONS INSURANCE COVERAGE

      The Manager shall maintain an errors and omissions insurance policy in an
      amount not less than $2,000,000 per claim and an employee dishonesty bond
      of not less than $500,000 per claim.


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<S>                                  <C>
                                     MEADOWBROOK INSURANCE GROUP, INC.

DATE:
     --------------------------      ------------------------------------------
                                     BY:  Robert S. Cubbin
                                     ITS: President




                                     ----------------------

DATE:
     --------------------------      ------------------------------------------
                                     BY:
                                        -------------------
                                     ITS: President

                                     MEADOWBROOK, INC.

DATE:
     --------------------------      ------------------------------------------
                                     BY:  Robert S. Cubbin
                                     ITS: President
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