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                                                                   EXHIBIT 10.39


                          MANAGEMENT SERVICES AGREEMENT

         This Management Services Agreement ("Agreement") is effective the 1st
day of January, 2006, 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


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                  experience statistics as required for management and for
                  filing with any regulatory 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, 2006 through
         December 31, 2008 ("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


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such records available for inspection by the Company. All records of any kind
relating to the Company 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.

                    THE COMPANY:               MEADOWBROOK INSURANCE GROUP, INC.
                                               26255 American Drive
                                               Southfield, MI  48034-2438
                                               Attn:  President

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

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

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

                    THE MANAGER:               MEADOWBROOK, INC.
                                               26255 American Drive
                                               Southfield, MI  48034-2347
                                               Attn:  President

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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                                               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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