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                                                                   EXHIBIT 10.39


                            AGENCY SERVICES AGREEMENT


         This AGENCY SERVICES AGREEMENT (the "Agreement") is entered into by
SEABRIGHT INSURANCE COMPANY, AN ILLINOIS domestic insurance company, ("SBIC"),
with POINTSURE INSURANCE SERVICES, INC. ("PointSure"), a Washington company,
effective October 1 , 2003 (the "Effective Date").

                                     RECITAL

         WHEREAS, SBIC has requested of PointSure and PointSure agrees to
provide to SBIC certain insurance services continuously or as needed, including,
but not limited to, marketing, underwriting and loss control in the servicing of
insurance policies written through SBIC;

         NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, SBIC and PointSure agree as follows:

         1. SERVICES. Subject to the limitations and requirements of Section 2,
PointSure shall provide to SBIC, when and as requested, the following insurance
services with respect to the continued servicing of insurance Policies written
through SBIC, (collectively, the "Services"):

                  1.1 UNDERWRITING. To underwrite, rate and code new and renewal
policies per underwriting guidelines provided by SBIC. PointSure has specific
binding authority under underwriting authority letters issued by SBIC;

                  1.2 COLLECTION OF PREMIUM. To collect, receive, account for
and maintain in a separate account premiums on all policies underwritten by
PointSure. These premiums shall be maintained in a separate account at a
financial institution, and not commingled with any other moneys. In accordance
with Addendum A to this Agreement, PointSure shall remit premium to SBIC within
15 days after the end of the month for which SBIC's monthly statement of amounts
due is prepared. Policy deposit premiums and down payments are due no later than
15 days after policy inception as noted on Addendum A. Using the same due dates
as are listed in Addendum A, PointSure may turn over to SBIC for direct
collection any premium due and not yet collected and PointSure agrees that no
commission shall be paid nor credited for any sums collected from the
policyholder once SBIC initiates collection action. PointSure must hold any
premiums that are collected in a fiduciary capacity and must pay such premiums
to SBIC following collection in accordance with the schedule in Addendum A.

                  1.3 ENDORSEMENTS. To make Endorsements to policies, and such
changes and modifications to policies as authorized by SBIC underwriting
guidelines;

                  1.4 CANCELLATIONS. To effect cancellation and non-renewal of
policies as authorized by SBIC;
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                  1.5      MARKETING. To actively market SBIC products to
                           non-appointed agents and Brokers on SBIC's behalf in
                           all the state jurisdictions available to SBIC and
                           open to PointSure under the underwriting authority
                           letters issued by SBIC.


         2. RETENTION OF CONTROL BY SBIC. All Services provided by PointSure
shall be subject to the ultimate authority, control, review and limitation of
SBIC and its Board of Directors. All Services shall be provided in compliance
with all applicable laws, regulations and rulings in all other jurisdictions in
which SBIC transacts business. SBIC shall at all times own and have custody of
its records and general accounts.

         3.       COMPENSATION. Through May 31, 2005, PointSure shall be
                  compensated for services provided to and on behalf of SBIC
                  according to reasonable, usual and customary insurance
                  practices as set forth in the following Addenda B and C to
                  this Agreement:

                           3.1      Addendum B- Compensation for business that
                                    is not Washington USL&H Assigned Risk Plan
                                    business.

                           3.2      Addendum C- Compensation for Washington
                                    USL&H Assigned Risk Plan business.

                  From June 1, 2005, PointSure shall be compensated on a cost
                  incurred basis without a profit factor.

         4. TERM AND TERMINATION.

                  4.1 TERM OF AGREEMENT. This Agreement shall commence on the
Effective Date and shall continue in full force and effect for five (5) years
unless sooner terminated or revised as provided in this Agreement (the "Term").

                  4.2 TERMINATION. This Agreement may be terminated as follows:

                           a. At any time upon the signed mutual agreement of
SBIC and PointSure;

                           b. By SBIC without cause upon one hundred eighty
(180) days' prior written notice to PointSure;

                           c. By SBIC upon five (5) days' prior written notice
to PointSure upon the occurrence of any of the following: (1) any act committed
by PointSure which would render it unable to perform its duties under this
Agreement; (2) the balance sheet insolvency of PointSure; (3) any material
change in the management or control of PointSure without SBIC's prior written
consent; (4) PointSure's abandonment, gross and willful misconduct, fraud, or
material misrepresentation; (5) refusal, suspension, revocation or termination
of PointSure's producer license or licenses by any jurisdiction; or (6) failure
of PointSure to pay its account to SBIC within thirty (30) days after written
demand by SBIC.


                                     - 2 -
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         5. INDEMNIFICATION.

                  5.1 INDEMNIFICATION OF SBIC. PointSure shall indemnify SBIC
for, and hold it harmless from and against, any and all claims, demands, losses,
judgments, fines and other liabilities and expenses of any kind or character
(including reasonable attorneys' fees) arising or resulting from or otherwise
incurred by SBIC by reason of PointSure's negligence in providing services
hereunder and as determined in a final judgment by a court of competent
jurisdiction.

                  5.2 INDEMNIFICATION OF POINTSURE. SBIC shall indemnify
PointSure for, and hold it harmless from and against, any and all claims,
demands, losses, judgments, fines and other liabilities and expenses of any kind
or character (including reasonable attorneys' fees), arising or resulting from
or otherwise incurred by PointSure by reason of the failure of SBIC to provide
PointSure with correct information or documentation reasonably required by
PointSure in order for it to provide the Services.

         6. DISPUTE RESOLUTION. In the event of any dispute or controversy
between the parties arising out of or in connection with this Agreement, or with
regard to performance of any obligation hereunder by either party, the parties
shall use their reasonable efforts to settle such dispute or controversy
amicably by good faith negotiation for a period of 30 days, commencing upon the
receipt of written demand for negotiation setting forth the basis of the
dispute. After the expiration of the 30-day negotiation period, either party may
commence arbitration to resolve such dispute as set forth below.

         All disputes or controversies which may arise between the parties
hereto out of or in relation to or in connection with this Agreement or the
breach hereof shall be finally settled by arbitrators in accordance with the
Rules of the American Arbitration Association, in the form pertaining at the
time the arbitration is initiated. Each party shall select an arbitrator, and
the two arbitrators so selected shall select a third arbitrator. If the two
arbitrators selected are unable to agree upon the name of a third arbitrator,
such third arbitrator shall be appointed from a panel in accordance with the
Rules of the American Arbitration Association. The parties shall use their best
efforts to complete the arbitration proceeding within 4 months from the
expiration of the negotiation period set forth above.

         7. INDEPENDENT CONTRACTOR. SBIC and PointSure acknowledge and agree
that PointSure is an independent, third-party contractor providing personnel to
perform services set forth in this Agreement. Nothing contained herein shall be
deemed or construed to create a partnership or joint venture between the parties
hereto.

         8. CONFIDENTIALITY. PointSure agrees to treat SBIC business data as
confidential and will not use or disclose such data to any third party without
SBIC's prior written consent in each case, except as otherwise required by law.

         9. FORCE MAJEURE. Neither SBIC nor PointSure shall be liable or deemed
to be in default for any delay or failure in performance under this Agreement or
interruption of service resulting, directly or indirectly from acts of God,
civil or military authority, labor disputes, or any similar cause beyond the
reasonable control of SBIC or PointSure , as the case may be.


                                     - 3 -
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         10. ASSIGNMENT. This Agreement and any rights pursuant hereto shall not
be assignable by either party hereto without the prior written consent of both
parties. Except as specifically provided in this Agreement, nothing in this
Agreement is intended to confer on any person other than the parties hereto, or
their respective legal successors, any rights, remedies, obligations or
liabilities, or to relieve any person other than the parties hereto, or their
respective legal successors, from any obligations or liabilities that would
otherwise be applicable. The covenants and agreements contained in this
Agreement shall be binding upon, extend to and inure to the benefit of the
parties hereto, their, and each of their, successors and assigns respectively.

         11. RECORDS. The Books, records and documents of PointSure that pertain
to the insurance portion of PointSure's business shall be made available to and
upon the request of the Director of the Illinois Department of Insurance or
his/her designees. The books and records shall be maintained in accordance with
prudent standards of insurance record keeping and must be maintained for a
period of not less than five (5) years from the date of their creation.

         12.  MISCELLANEOUS.

                  12.1 SBIC and PointSure each covenant and promise to each
other not to disclose the terms and conditions of this Agreement to any third
party, except as required in the normal course of business or as agreed by the
parties.

                  12.2 This Agreement together with any exhibit(s) and/or
schedule(s) made a part hereof:

                           a. Constitutes the entire agreement between the
parties and supersedes and merges any and all prior discussions,
representations, demonstrations, negotiations, correspondence, writing and other
agreements and together state the entire understanding and agreement between
SBIC and PointSure respecting the subject matter of this Agreement; and

                           b. Shall be construed, performed and interpreted in
accordance with the laws of the State of Illinois, except that State's choice of
law provisions. SBIC and PointSure shall comply with all applicable Illinois
statutes and regulations, including Part 3113 of the Illinois Administrative
Code.

                  12.3 Neither party hereto shall be deemed to have waived any
rights or remedies accruing to it hereunder unless such waiver is in writing and
signed by such party. No delay or omission by either party hereto in exercising
any right shall operate as a waiver of such right or any other right. A waiver
on any one occasion shall not be construed as a bar to or wavier of any right on
any future occasion. All rights and remedies of the parties hereto, whether
evidenced hereby or by any other instrument, shall be cumulative and may be
exercised singularly or concurrently.

                  12.4 If any provision of this Agreement or the application
thereof to any party or circumstances shall, to any extend, now or hereafter be
or become invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby and every other provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.


                                     - 4 -
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                  12.5 This Agreement may be amended by a written amendment
signed by both parties, subject to the approval of insurance regulatory
authorities having jurisdiction over the performance of the parties under this
Agreement.


                                     - 5 -
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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers effective as of the date first above
written.

SEABRIGHT INSURANCE COMPANY, an                POINTSURE INSURANCE SERVICES,
Illinois domestic insurance company            INC. a Washington Corporation


By:  /s/ John G. Pasqualetto                   By:  /s/ Richard J. Gergasko
     ---------------------------                    ----------------------------
     John G. Pasqualetto, CEO                       Richard J. Gergasko, EVP


                                     - 6 -
<PAGE>
                                  ADDENDUM "A"
                           STATEMENT PREMIUM DUE DATES



<TABLE>
<CAPTION>
COVERAGE OR ITEM                         MONTH STATEMENT IS PREPARED AND        MONTH PAYMENT IS DUE
EFFECTIVE DATE                           RECEIVED BY POINTSURE                  (BY 15TH)
----------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C>
January 1 through January 31             February                               March
----------------------------------------------------------------------------------------------------
February 1 through February 28           March                                  April
----------------------------------------------------------------------------------------------------
March 1 through March 31                 April                                  May
----------------------------------------------------------------------------------------------------
April 1 through April 30                 May                                    June
----------------------------------------------------------------------------------------------------
May 1 through May 31                     June                                   July
----------------------------------------------------------------------------------------------------
June 1 through June 30                   July                                   August
----------------------------------------------------------------------------------------------------
July 1 through July 31                   August                                 September
----------------------------------------------------------------------------------------------------
August 1 through August 31               September                              October
----------------------------------------------------------------------------------------------------
September 1 through September 30         October                                November
----------------------------------------------------------------------------------------------------
October 1 through October 31             November                               December
----------------------------------------------------------------------------------------------------
November 1 through November 30           December                               January
----------------------------------------------------------------------------------------------------
December 1 through December 31           January                                February
----------------------------------------------------------------------------------------------------
</TABLE>

NOTE: POLICY DEPOSIT PREMIUMS AND DOWN PAYMENTS ARE NOT SUBJECT TO THE ABOVE AND
ARE DUE NO LATER THAN 15 DAYS AFTER POLICY INCEPTION.

<PAGE>
                                  ADDENDUM "B"
                        COMPENSATION FOR BUSINESS THAT IS
                                       NOT
                  WASHINGTON USL&H ASSIGNED RISK PLAN BUSINESS




FOR SERVICES RENDERED BY POINTSURE UNDER THIS AGREEMENT IT SHALL RECEIVE
COMPENSATION AS FOLLOWS:

         -        BUSINESS WRITTEN DIRECT & SERVICED BY POINTSURE (NEW &
                  RENEWAL)

                                                               7.5% OF DWP

         -        UNDERWRITING SUPPORT FOR NON-POINTSURE BUSINESS WRITTEN BY
                  SBIC, INCLUDING, BUT NOT LIMITED TO, AGENCY FRONTING,
                  MANAGEMENT SUPPORT, AND UNDERWRITING TECHNICIAN SUPPORT .

                                                               2.5% OF EAP

         -        MARKETING AND MANAGEMENT OF SBIC REGION PRODUCED ALTERNATIVE
                  DISPUTE RESOLUTION PROGRAMS FROM OCTOBER 1, 2003 UNTIL
                  FEBRUARY 29, 2004.

                                                               2.5% OF EAP

         -        MARKETING AND MANAGEMENT OF ALL ALTERNATIVE DISPUTE RESOLUTION
                  PROGRAMS EFFECTIVE ON OR AFTER MARCH 1, 2004.

                                                               1.75% OF EAP


FOR PURPOSES OF THIS ADDENDUM, THE TERMS "EAP" OR ESTIMATED ANNUAL PREMIUM"
REFERS TO THE PREMIUMS AS RECORDED AT POLICY INCEPTION, AND IS NOT SUBJECT TO
[WE DELETED "RETURN OR"] ADDITIONAL PREMIUMS DUE TO AUDIT OR MID-TERM
ADJUSTMENTS UNLESS SPECIFICALLY AUTHORIZED BY THE PRESIDENT OR EXECUTIVE VICE
PRESIDENT OF SBIC.

POINTSURE SHALL REFUND TO SBIC THAT PORTION OF ANY COMPENSATION PREVIOUSLY PAID
THAT IS APPLICABLE TO BAD DEBT, UNCOLLECTIBLE PREMIUM, OR TO PREMIUM REFUND,
INCLUDING PREMIUM RETURNED ON A POLICY CANCELED AT THE OPTION OF SBIC (WHETHER
OR NOT THE PREMIUM IS SUBJECT TO AUDIT).
<PAGE>
PAYMENTS TO POINTSURE FOR SERVICES IT RENDERS ARE DUE IN THE MONTH AFTER WHICH
THOSE SERVICES HAVE BEEN RENDERED. PAYMENTS TO POINTSURE FOR FEES ON POLICIES
WRITTEN ARE DUE IN THE MONTH AFTER WHICH POINTSURE HAS REMITTED PREMIUM PAYMENTS
TO SBIC FOR THOSE POLICES.
<PAGE>
                                  ADDENDUM "C"
                                COMPENSATION FOR
                  WASHINGTON USL&H ASSIGNED RISK PLAN BUSINESS




FOR SERVICES RENDERED BY POINTSURE UNDER THIS AGREEMENT IT SHALL RECEIVE
COMPENSATION AS FOLLOWS:

         -        WASHINGTON USL&H ASSIGNED RISK PLAN

                                                               15% OF DWP


POINTSURE SHALL REFUND TO SBIC THAT PORTION OF ANY COMPENSATION PREVIOUSLY PAID
THAT IS APPLICABLE TO BAD DEBT, UNCOLLECTIBLE PREMIUM, OR TO PREMIUM REFUND,
INCLUDING PREMIUM RETURNED ON A POLICY CANCELED AT THE OPTION OF SBIC (WHETHER
OR NOT THE PREMIUM IS SUBJECT TO AUDIT).

ALL PAYMENTS TO POINTSURE ARE DUE IN THE MONTH AFTER WHICH POINTSURE HAS
REMITTED PREMIUM PAYMENTS TO SBIC FOR THOSE POLICES.