<PAGE>

                                                                   Exhibit 10.23


                                AGENCY AGREEMENT

This Agency Agreement (the "Agreement") is hereby entered into and made
effective as of the 1st day of January, 2003 ("Effective Date"), by and between
Meadowbrook, Inc., Preferred Insurance Agency, Inc., TPA Insurance Agency, Inc.,
Preferred Comp Insurance Agency of New Hampshire, TPA Insurance Agency of New
Hampshire, Inc., Meadowbrook of Nevada, Inc. d/b/a Meadowbrook Insurance
Services, Meadowbrook of Florida, Inc., Association Self-Insurance Services,
Inc., Florida Preferred Administrators, Inc., Interline Insurance Services,
Inc., Commercial Carriers Insurance Agency, Inc., (hereinafter collectively
referred to as the "Agent"), and Star Insurance Company, Savers Property &
Casualty Insurance Company, Williamsburg National Insurance Company and
Ameritrust Insurance Corporation (hereinafter collectively referred to as the
"Company").

In consideration of the mutual covenants and benefits set forth in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and accepted, the Agent and the Company agree as
follows:

1.    APPOINTMENT AND AUTHORITY OF THE AGENT

The Agent's authority under this Agreement shall extend only to the states
specifically authorized by the Company and in which the Agent has the
appropriate licenses to transact such business with the Company. The Company
hereby appoints the Agent as the Company's non-exclusive agent and the Agent
acknowledges the Company may appoint other agents to represent the Company or
any of its affiliated companies.

The Company hereby appoints and provides limited authority to the Agent to
solicit and secure applications for the Company and:

            [X] the Agent is granted binding authority, pursuant to the
            Company's underwriting guidelines, policies, bulletins, or other
            documents, which the Company may amend from time to time.

The Agent shall have no authority, nor shall Agent represent itself as having
any authority, other than as specifically provided for in this Agreement.

2.    INDEPENDENT CONTRACTOR

The Agent is an independent contractor. Subject to the terms and conditions of
this Agreement, the Agent shall be free to exercise its own judgement and
discretion with regard to the conduct of its business and as to the persons from
whom the Agent will solicit insurance business. Nothing contained in this
Agreement shall be construed to create between the Company and the Agent the
relationship of employer and employee, joint venture, or partnership. The
Company may, from time to time, prescribe rules and regulations relating to the
conduct of business covered by this Agreement, which rules and regulations shall
be observed and conformed to by the Agent.


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<PAGE>
3.    AGENCY EXPENSES

The Company shall not be responsible for the Agent's expenses in connection with
the solicitation of insurance or performance of any duties or obligations of the
Agent under this Agreement, unless previously agreed to in writing by the Agent
and the Company.

4.    DUTIES AND RESPONSIBILITIES OF THE AGENT

The Agent will perform all of its duties under this Agreement to the
satisfaction of the Company, which duties and responsibilities shall include,
but not be limited to, the following:

      a.    The Agent agrees to timely comply with all licensing,
            countersignature or other similar requirements of any jurisdiction
            in which insurance is written or risks are located;

      b.    The Agent will comply with all instructions, rules, bulletins,
            manuals, forms, underwriting guidelines and rates issued by the
            Company, which may be amended from time to time by the Company.
            Also, the Company reserves the right to establish and change any
            procedures from time to time;

      c.    The Agent will forward to the Company all applications, binders or
            requests for policy changes, and report all insurance accepted and
            bound no later than ten (10) days following the effective date of
            the insurance coverage. Failure to comply may result in the
            immediate suspension of any underwriting authority granted to the
            Agent by the Company;

      d.    The Agent will promptly deliver, and as directed by the Company,
            execute or countersign insurance policies, binders, certificates of
            insurance and endorsements as directed by the Company;

      e.    The Agent will ensure that all premiums and rates for policies are
            charged in full compliance with rate filings of the Company;

      f.    The Agent will retain complete and accurate records pertaining to
            business transacted on behalf of the Company. The Agent shall retain
            all underwriting information that is required by law and copies of
            any other relevant documents for audit and review by the Company;

      g.    The Agent agrees to assume full responsibility for the acts or
            omissions of any employees of the Agent, to the extent that such
            acts or omissions affect the Company. The Agent agrees to advise
            each employee of the limitations of authority placed upon the Agent
            by the Company under this Agreement;

      h.    The Agent represents and warrants to the Company the Agent and its
            employees, if any, are properly licensed to solicit and service any
            business submitted to the Company. The Agent shall provide the
            Company with copies of all licenses required of the Agent by all
            regulatory authorities having jurisdiction over the Agent and its
            employees. The Agent shall maintain all such licenses throughout the
            term of this Agreement. In the event the Agent, or any of its
            employees, shall have their licenses terminated, revoked, suspended,
            lapsed or otherwise not remain in good standing for any reason,


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<PAGE>
            the Agent shall advise the Company in writing of such event within
            five (5) days from the date the Agent is provided notice of such
            event;

      i.    The Agent is responsible to perform the duties assumed under this
            Agreement in accordance with the standards of performance of such
            duties that exist in the insurance industry. The Agent agrees that
            it will maintain or, if needed, add sufficient personnel with the
            required expertise and capabilities to fulfill its obligations under
            this Agreement and will maintain or, if needed, add equipment to
            meet the duties it assumes under this Agreement. To the extent
            applicable, the Agent warrants and represents that all of the
            Agent's computer systems and software are compatible with the
            Company's approved rating and policy issuance systems.

      j.    Where applicable, the Agent agrees to be available and make their
            personnel available for education and training in the use of any of
            the Company's applicable systems;

      k.    The Agent assumes responsibility to promptly notify the Company of
            any insured claim of which the Agent has any direct or indirect
            knowledge; and

      l.    The Agent will notify the Company in a timely manner to cancel any
            policy for non-payment of premium. Failure to notify the Company in
            a timely manner will result in the Agent being responsible for any
            uncollectible earned premiums.

5.    LIMITATIONS ON AGENT'S AUTHORITY

The Agent shall have no authority, nor shall it represent itself to have any
authority other than as specifically provided for in this Agreement. Agent shall
not perform any of the following acts:

      a.    Make, waive, alter, or change any term, rate or condition stated in
            any policy of insurance or Company approved form or rate, without
            the prior written consent of the Company;

      b.    Extend the time for payment of premiums or other monies due to the
            Company, unless authorized in writing by the Company;

      c.    Transact business contrary to the rules and regulations of any
            insurance department and/or other governmental authorities having
            jurisdiction over any actions performed under this Agreement;

      d.    Make, accept or endorse notes or checks payable to the Company, or
            otherwise incur any expense or liability on behalf of the Company,
            unless authorized in writing by the Company;

      e.    Enter into a sub-agent, broker, or other agreement which authorizes
            the sub-agent, broker, or other party to perform any act, affecting
            any term or condition of this Agreement; or

      f.    Back date the effective date of coverage of any binder or policy.


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<PAGE>
6.    AGENT'S COMPENSATION

The Agent's sole compensation from the Company shall be limited to a commission
calculated as a percentage of premiums and audit premiums written and received
by the Company under this Agreement, as set forth in Addendum I. The Agent shall
deduct its commission on such business written from the premium remitted to the
Company based on either the Company or Agent account current. Premium taxes and
surcharges are not included as premium and therefore, are not subject to
commission. The Company shall charge, and the Agent shall pay, a return
commission at the same rate on any return premium, audit premium and return
premiums on cancellations effectuated by the Company or the policyholder.

7.    PREMIUM TRUST REQUIREMENTS

The Agent shall collect and timely pay for all premiums due the Company for
business written under this Agreement. The Agent shall hold in trust all
premiums received by the Agent in a fiduciary capacity for and on behalf of the
Company. All premiums paid by the policyholders to the Agent shall be deposited
in a trust account of a federally chartered bank, be segregated from the
operating account(s) of the Agent and shall be paid over to the Company in
accordance with Section 9. The Agent agrees to provide the Company with the
identity of the federally chartered bank and trust account number on inception
of this Agreement, on each anniversary thereafter and if any changes are made to
the premium trust account. Furthermore, the Agent agrees to allow the Company
the right to audit the premium trust account.

8.    OWNERSHIP OF EXPIRATIONS

In the event this Agreement is terminated and the Agent has paid to the Company
all premiums due before the effective date of termination, the Agent's
expirations, records, files, related information and the use and control of the
expirations shall remain the property of the Agent and be left in its undisputed
possession. If such premium has not been fully accounted for and paid by the
Agent to the Company prior to the effective date of termination, then the
records, expirations, files, related information and use and control thereof
shall be owned and controlled by the Company.

9.    PREMIUM BILLING AND UNCOLLECTIBLE PREMIUM

The Agent and Company agree to account for and pay all premium balances in
accordance with the following established procedure:

      [X] The Agent shall submit to the Company by the 10th of each month an
account current indicating all of the previous months premium and
taxes/surcharges due, in accordance with the terms and payment plans associated
with each policy. All premiums (including any audit premiums) from the account
current shall be paid to the Company, regardless of whether the Agent has
collected it from the policyholder. The premium, net of commissions, shall be
received by the Company by:

                     [ ] the last calendar day of each month
                                       or;
               [X] the fifteenth (15) day of the following month.


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Failure by the Agent to submit their account current and/or the required premium
payment to the Company by the above stated due dates, the Agent shall be charged
a late penalty calculated at an interest rate of nine percent (9.0%) on the
outstanding premium balance due the Company for each day the payment is late. In
addition, the Agent's authority to solicit and place business under this
Agreement shall be suspended until the premium payment, including any late fees,
is received by the Company. Further, if Agent is delinquent in remitting
premiums due to Company, any and all monies due the Agent will be applied
against any premium the Agent is delinquent in remitting to the Company.

The Agent is responsible for billing and collecting from the policyholder, all
deposit, installment, endorsement and audit premiums and remitting net of
commission to the Company. The Agent shall not be entitled to take credits on
their account current for any transactions that have not yet been processed by
the Company.

The Agent shall be relieved of the responsibility to pay premiums developed by
any premium audit, subject to all of the following conditions:

1.    The Agent has made a good faith effort to collect such audit premiums.

2.    The Agent shall submit to the Company an executed Uncollectible Audit
      Premium Form (the "Audit Form"). The Audit Form shall be submitted by the
      Agent to the Company within seventy-five (75) days from the audit
      statement date. If the Audit Form is submitted timely, the Agent shall be
      relieved of collection responsibility, not be entitled to any commission
      and shall cease any further collection efforts.

3.    The failure by the Agent to submit an executed Audit Form within the
      seventy-five (75) day period shall constitute an election by Agent to
      retain responsibility for payment of such audit premium in accordance with
      the terms of this Agreement.

4.    The Agent agrees to cooperate with the Company in any and all collection
      efforts.

              ALL PREMIUM PAYMENTS AND AUDIT FORMS MUST BE SENT TO:

                                  P.O. BOX 5002
                            SOUTHFIELD, MI 48034-5002
                            ATTN: ACCOUNTS RECEIVABLE

10.   TERM

This Agreement shall remain in effect, unless terminated pursuant to Section 16
of this Agreement.

11.   ERRORS AND OMISSIONS INSURANCE AND FIDELITY INSURANCE

The Agent agrees to maintain an errors and omissions insurance policy during the
term of this Agreement and for a period of twelve (12) months thereafter or
until all policies have either been cancelled or non-renewed, in an amount not
less than:

                [X] Two Million Dollars ($2,000,000.00) per claim
             and Two Million Dollars ($2,000,000.00) per aggregate.


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If the Agent is insured by a claims-made coverage form, the retroactive date of
the policy must be the same date or an earlier date, as the Effective Date of
this Agreement.

If the Agent's aggregate limit is reduced below Two Million Dollars
($2,000,000.00) due to payment of claim(s), the Agent must notify the Company
within ten (10) days and immediately pursue reinstatement of the aggregate limit
to at least the minimum requirement of Two Million Dollars ($2,000,000.00)
aggregate.

The Agent agrees to provide the Company with a Certificate of Insurance
verifying the existence of errors and omissions coverage upon inception of this
Agreement and every anniversary thereafter. Further, the Agent agrees to provide
the Company with ten (10) days advance written notice of termination,
cancellation, or change in such policy by either the insurance carrier or the
Agent.

The Agent agrees to maintain an Employee Dishonesty insurance policy during the
term of this Agreement or until all policies have either been cancelled or
non-renewed, in an amount not less than:

                 [X] Five Hundred Thousand Dollars ($500,000.00)

The Agent agrees to provide the Company with a Certificate of Insurance
verifying the existence of employee dishonesty coverage upon the inception of
this Agreement and every anniversary thereafter. Further, the Agent agrees to
provide the Company with ten (10) days advance written notice of termination,
cancellation, or change in such policy by either the insurance carrier or the
Agent.

12.   FINANCIAL STATEMENT

Upon request by the Company, the Agent hereby agrees to furnish the Company with
annual copies of the Agent's latest audited financial statement, or if not
audited, copies signed by an officer of the Agent. When requested by the
Company, the Agent agrees to provide such statements within ninety (90) days of
the end of the Agent's fiscal year.

13.   ADVERTISING

Except as otherwise provided herein, any use of the Company's name, or any of
its Trademarks or Service Marks (the "Marks") by the Agent for advertising
purposes is prohibited without the prior written consent of the Company for such
use. The Agent shall not make, publish, issue or insert, or cause to have made,
published, issued or inserted any advertisement, letter, circular, pamphlet, or
other publication or statement, whether written or through electronic media,
which makes reference to the Company or any of its policies or services, or
which refer to the insurance written under this Agreement (collectively, the
"Materials"), without the prior written approval of the Company. If at any time
during the term of this Agreement, the Agent, its employees or its
representatives shall commit any act which brings those parties into public
disrepute, contempt, scandal or ridicule or which shocks or offends the
community or which reflects unfavorably upon the Company, or if such parties
have so acted in the past and information in regard thereto becomes public while
this Agreement is in effect, then the Company shall have the right to
immediately terminate this Agreement and the Agent shall immediately remove from
use or display, all such Marks and Materials.


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14.   NAME, LOGO, TRADEMARK OR SERVICE MARK

Solely in connection with the activities set forth herein and subject to the
terms and conditions set forth in this Agreement, the Company hereby grants to
the Agent a non-exclusive right to use the Company's Marks on such contracts,
applications, stationary, and advertisements utilized in relation to this
Agreement. This grant is expressly subject to the provisions of this Agreement,
is non-transferable and may be revoked at any time by the Company. The Agent
shall not acquire any right or license in or to any of the Company's Marks.

The Company will display the Agent's name on all policies and other
communications from the Company to its policyholders, who are clients of the
Agent, relating to policy issuance, renewal, cancellation, billing or
modification of the policyholder's insurance coverage.

The Agent agrees not to use any of the Company's Marks as part of its own marks
or for any other purpose, unless the Company consents to such use in advance and
in writing.

If this Agreement is terminated, no Company Marks or Materials shall be used by
Agent.

15.   COMPANY PROPERTY

The Agent will safeguard, maintain confidentiality and account for all forms,
manuals, equipment, and other like Company property and supplies furnished to
the Agent by the Company. Your agreement and obligation to safeguard the
confidentiality of such information will survive the termination of this
Agreement.

All such property and supplies shall always remain the exclusive property of the
Company and shall be returned to the Company or its representative before the
date of termination of this Agreement.

16.   TERMINATION

This Agreement may be terminated as follows:

      a.    This Agreement may be terminated by either party by giving the other
            party a minimum of ninety (90) days advance written notice, prior to
            the effective date of termination, or more if required by state law,
            of its intent to terminate this Agreement;

      b.    This Agreement may be terminated immediately by mutual agreement and
            consent of both parties, where permitted by law;

      c.    This Agreement shall terminate immediately upon the occurrence of
            one or more of the following:

            i.    Any willful misconduct, violation of law, or any act of fraud
                  or dishonesty relating to this Agreement, by either party or
                  any of its officers, directors or employees; or

            ii.   Receivership, liquidation, insolvency, bankruptcy, admission
                  in writing by a party of its inability to pay debts as they
                  become due, or assignment for the benefit of creditors; or


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            iii.  Suspension, probation, revocation or termination of Agent's
                  license;

            iv.   Violation of Section 12; or

            v.    the loss of adequate reinsurance covering any and all business
                  written by the Agent with the Company.

The Agent shall have no authority to quote or bind any new business on or after
the date notice of termination is sent by the Company. The Agent will have no
authority to quote or bind any renewal business, pursuant to this Agreement,
with a policy effective date on or after the effective date of termination,
unless required by law or regulation. The Agent will use their best efforts to
place all such business elsewhere.

Upon termination of this Agreement, the Company agrees that commissions will be
applied in accordance with the attached addenda on premiums collected by the
Agent and paid to the Company. In addition, it is agreed that on cancellation
and return premiums, the Company shall charge and the Agent shall pay a return
commission, in accordance with the attached Addenda.

Unless required by law, the Company will not permit the Agent to deduct their
commission on any business renewed after the effective date of the termination
of this Agreement. If the Company is required by state law to have the Agent
continue to provide service to policyholders after this Agreement has been
terminated, the Company will permit the Agent to deduct the minimum commission
allowable by applicable state law on policies that are renewed pursuant to state
law after the effective date of termination of this Agreement as full
compensation for such service. Such commission deductions shall be made at the
end of each calendar quarter and shall be computed and paid by the Company to
the Agent.

17.   COMPLIANCE WITH LAW

The Agent acknowledges that it may receive personal and private information
about a policyholder. The Agent agrees to maintain such information in
confidence and to maintain adequate safeguards to insure the confidentiality of
such information, in accordance with applicable federal and state law.

Also, the Agent represents that it is compliant, or will become compliant within
six (6) months of the Effective Date of this Agreement, with the Violent Crime
Control Act of 1994 and the USA Patriot Act of 2002.

18.   INDEMNIFICATION

The Company shall defend, indemnify, and hold harmless the Agent and/or Agent's
directors, officers, employees, agents, or other representatives from and
against any claims, suits, hearings, actions, damages, losses, or expenses, made
by a policyholder of the Company relating solely to an alleged act, error, or
omission of the Company in its proceedings or handling of the policyholder's
policy; provided, however, that the Company shall not be required to defend or
indemnify the Agent to the extent that it is alleged that the Agent caused, was
involved in, or contributed to such act, error or omission. The Agent shall
promptly notify the Company of any such claim, suit, hearing, action or
proceeding or threat thereof.

The Agent shall defend, indemnify, and hold harmless the Company, its parent,
subsidiaries and affiliates and/or their officers, directors, employees, agents
or other


                                     8 of 13
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representatives for any and all damages, losses, liabilities, fines, penalties,
costs, and all other expenses reasonably incurred by the Company, including
reasonable attorneys fees, for liabilities imposed upon the Company in
connection with or arising out of any claim, suit, hearing, action or
proceeding, or threat thereof in which the Company is involved by reason of the
Agent having performed services for the Company under this Agreement, or having
failed to perform services required under this Agreement. The Company shall
promptly notify the Agent of any such claim, suit, hearing, action or proceeding
or threat thereof

19.   COMPANY'S RIGHT OF OFFSET

The Company or the Agent may offset any money owed  under this Agreement .

20.   INSPECTION AND AUDIT OF AGENT

The Agent, upon reasonable notice and during normal business hours, will permit
duly authorized representative(s) of the Company, at the Company's expense, to
visit, inspect, examine, copy, audit, and verify, at Agents' offices or
elsewhere, all documents, files, books, reports, work papers, accounting records
or bank statements relating to the insurance written under this Agreement. Any
inspection or audit by the Company will take place no later than thirty (30)
days from the Company's written request to the Agent.

21.   NO THIRD PARTY BENEFICIARIES

This Agreement is for the exclusive benefit of the parties hereto, and no third
party, including without limitation any policyholder is intended or shall be a
beneficiary of any provisions hereof.

22.   ASSIGNMENT

This Agreement shall inure to the benefit of any successor of the Company. The
Agent shall not assign any of its rights, or delegate any of its duties,
obligations or responsibilities under this Agreement without the prior written
consent of the Company. The Agent agrees to provide ninety (90) days advance
written notice to the Company of any sale or transfer of its business or
consolidation with another company. The Company may consent to an assignment of
this Agreement or elect to terminate this Agreement, in accordance with Section
16 of this Agreement. Any purported assignment by the Agent, in the absence of
such written consent by the Company, shall be void.

23.   WAIVER

The failure of either party at any time to enforce any provision of this
Agreement, or any right or remedy hereunder at law or in equity, or to exercise
any election herein provided, shall not constitute a waiver of any provision,
right, remedy or election or in any way affect the validity of this Agreement,
nor act as a waiver of any subsequent breach or waiver of that same provision or
any other provision of this Agreement.

24.   NOTICE

All notices, demands and requests required or permitted to be given under this
Agreement shall be in writing and shall be directed to the addresses indicated
below, or such other address as indicated by the parties, from time to time.
Such notices or other


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communications shall be deemed given (a) when personally delivered or sent by
facsimile transmission or electronic mail to the party to be given the notice or
other communication at the address indicated below, or (b) on the business day
following the business day that such notice or other communication is sent by
overnight courier or next day delivery.

25.   APPLICABLE LAW

This Agreement and the rights and responsibilities of the parties hereunder
shall be construed in accordance with and governed by the laws of the State of
Michigan without regard to its conflict of law provisions. Any action arising
out of or relating to this Agreement or any act of the Agent or the Company
taken pursuant to this Agreement, or the enforcement or any breach thereof shall
be venued in the Circuit Court for the County of Oakland, State of Michigan.

26.   ACCORD AND SATISFACTION

The acceptance of the Company of any sums from the Agent in amounts which are
less than the amounts due and payable hereunder are neither intended, nor shall
they be construed, to constitute an accord and satisfaction of any dispute
between the Company and the Agent regarding sums due and payable by the Agent,
unless the Company specifically agrees to same in a document executed by both
the Agent and the Company.

27.   SEVERABILITY

If any term or provision, or any portion thereof, of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be held
invalid or unenforceable, the remainder of this Agreement, or the application of
such term or provision to such persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and
each term and provision of this Agreement shall continue to be valid and be
enforced to the fullest extent permitted by law.

28.   ENTIRE AGREEMENT

This Agreement supersedes all previous agency agreements, whether oral or
written and may be changed or modified in a writing signed by the parties. This
Agreement is intended by the parties as a final expression of their
understanding and as a complete and exclusive statement of the terms hereof. All
negotiations, considerations, and representations between the parties having
been incorporated herein. No course of prior dealing between the parties or
their directors, officers, employees, agents or affiliates shall be relevant or
admissible to supplement, explain, or vary any of the terms of this Agreement.
Acceptance of, or acquiescence in, a course of performance rendered under this
or any prior Agreement between the parties or their affiliates shall not be
relevant nor admissible to determine the meaning of any of the terms of this
Agreement.

29.   JOINT AND SEVERAL LIABILITY.

If two or more individuals, corporations, partnerships or other business
associations (or any combination of two or more thereof) shall sign this
Agreement as the Agent, the liability of each such individual, corporation,
partnership, or other business association to perform all such obligations
hereunder shall be deemed to be joint and several, and all actions taken, or
notices, payments and agreements given, or made by, with or to any of them,
shall be deemed to be taken, given or made by all of them. In like manner, if
the Agent shall be a partnership or other business association, the members of
which are, by


                                    10 of 13
<PAGE>
virtue of statute or federal law, subject to personal liability, the liability
of each such member shall be joint and several.

30.   REQUISITE AUTHORITY

The undersigned(s) hereby represents that they are authorized to execute this
Agreement on behalf of the Agent and the Company.

                                    MEADOWBROOK, INC.

                                    /s/ Robert S. Cubbin
                                    --------------------------------------------

                                    By:  Robert S. Cubbin
                                         ---------------------------------------
                                    Its: President
                                         ---------------------------------------


                                    PREFERRED INSURANCE AGENCY, INC.

                                    /s/ William E. Brault
                                    --------------------------------------------

                                    By:  William E. Brault
                                         ---------------------------------------
                                    Its: President
                                         ---------------------------------------


                                    TPA INSURANCE AGENCY, INC.

                                    /s/ William E. Brault
                                    --------------------------------------------

                                    By:  William E. Brault
                                         ---------------------------------------
                                    Its: President
                                         ---------------------------------------


                                    PREFERRED COMP INSURANCE AGENCY
                                         OF NEW HAMPSHIRE

                                    /s/ Michael G. Costello
                                    --------------------------------------------

                                    By:  Michael G. Costello
                                         ---------------------------------------
                                    Its: Assistant Secretary
                                         ---------------------------------------


                                    TPA INSURANCE AGENCY OF NEW HAMPSHIRE, INC.

                                    /s/ Michael G. Costello
                                    --------------------------------------------

                                    By:  Michael G. Costello
                                         ---------------------------------------
                                    Its: Assistant Secretary
                                         ---------------------------------------


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<PAGE>
                                    MEADOWBROOK OF NEVADA, INC. D/B/A
                                    MEADOWBROOK INSURANCE SERVICES

                                    /s/ Robert S. Cubbin
                                    --------------------------------------------

                                    By:  Robert S. Cubbin
                                         ---------------------------------------
                                    Its: Vice President
                                         ---------------------------------------


                                    MEADOWBROOK OF FLORIDA, INC.

                                    /s/ Gregory L. Wilde
                                    --------------------------------------------

                                    By:  Gregory L. Wilde
                                         ---------------------------------------
                                    Its: President
                                         ---------------------------------------


                                    ASSOCIATION SELF-INSURANCE SERVICES, INC.

                                    /s/ Robert S. Cubbin
                                    --------------------------------------------

                                    By:  Robert S. Cubbin
                                         ---------------------------------------
                                    Its: Executive Vice President
                                         ---------------------------------------


                                    FLORIDA PREFERRED ADMINISTRATORS, INC.

                                    /s/ Gregory L. Wilde
                                    --------------------------------------------

                                    By:  Gregory L. Wilde
                                         ---------------------------------------
                                    Its: President
                                         ---------------------------------------


                                    INTERLINE INSURANCE SERVICES, INC.

                                    /s/ Eric P. Litcher
                                    --------------------------------------------

                                    By:  Eric P. Litcher
                                         ---------------------------------------
                                    Its: President
                                         ---------------------------------------


                                    COMMERCIAL CARRIERS INSURANCE AGENCY, INC.

                                    /s/ Susan P. Scurti
                                    --------------------------------------------

                                    By:  Susan P. Scurti
                                         ---------------------------------------
                                    Its: President
                                         ---------------------------------------


                                    12 of 13
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                                    STAR INSURANCE COMPANY

                                    /s/ Joseph C. Henry
                                    --------------------------------------------

                                    By:  Joseph C. Henry
                                         ---------------------------------------
                                    Its: President
                                         ---------------------------------------


                                    SAVERS PROPERTY & CASUALTY INSURANCE COMPANY

                                    /s/ Karl W. Koch
                                    --------------------------------------------

                                    By:  Karl W. Koch
                                         ---------------------------------------
                                    Its: President
                                         ---------------------------------------


                                    WILLIAMSBURG NATIONAL INSURANCE CO.

                                    /s/ Gregory L. Wilde
                                    --------------------------------------------

                                    By:  Gregory L. Wilde
                                         ---------------------------------------
                                    Its: President
                                         ---------------------------------------


                                    AMERITRUST INSURANCE CORPORATION

                                    /s/ Gregory L. Wilde
                                    --------------------------------------------

                                    By:  Gregory L. Wilde
                                         ---------------------------------------
                                    Its: President
                                         ---------------------------------------


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