**EXHIBIT 4.7****GUARANTY**     This GUARANTY is made as of this 2nd day of July, 2007 by the undersigned (“Guarantor”) toComerica Bank, as Agent (“Agent”) for and on behalf of the Banks (as defined below).**RECITALS**     A. North Pointe Holdings Corporation, a Michigan corporation (“Borrower”) Agent, and thelending institutions from time to time party thereto (the “Banks”) entered into a Second Amendedand Restated Credit Agreement dated as of June 30, 2006 (as amended, restated, supplemented orreplaced from time to time, the “Credit Agreement”).     B. Guarantor desires to see the success of the Borrower and furthermore, Guarantor shallreceive direct and/or indirect benefits from extensions of credit made or to be made pursuant tothe Credit Agreement to the Borrower.     C. Agent is acting as Agent for the Banks pursuant to Section 11.1 of the Credit Agreement.     NOW, THEREFORE, as a continuing inducement to Agent and the Banks to enter into and performtheir obligations under the Credit Agreement, the Guarantor and Agent agree as follows:     1. Definitions. Unless otherwise provided herein, all capitalized or other terms inthis Guaranty shall have the meanings specified in the Credit Agreement. The term “Banks” as usedherein shall include any successors or assigns of the Banks, in accordance with the CreditAgreement.     2. Guaranty. The Guarantor hereby guarantees to the Banks the due and punctual paymentto the Banks when due, whether by acceleration or otherwise, of all amounts, including, withoutlimitation, principal, interest (including interest accruing on or after the filing of any petitionin bankruptcy, or the commencement of any insolvency, reorganization or like proceeding byBorrower, whether or not a claim for post-filing or post-petition interest is allowed in such aproceeding), and all other liabilities and obligations, direct or indirect, absolute or contingent,due or to become due, now existing or hereafter incurred, which may arise under, out of, or inconnection with:     (a) the Credit Agreement;     (b) all other Indebtedness (as defined in the Credit Agreement) of the Borrower underor in connection with the Loan Documents, whether such Indebtedness is now existing orhereafter arising; and
 

 
     (c) all extensions, renewals and amendments of or to the Credit Agreement or such otherIndebtedness, or any replacements or substitutions therefor;whether on account of principal, interest, reimbursement obligations, fees, indemnities, andreasonable costs and expenses (including without limitation, all reasonable fees and disbursementsof counsel to the Agent or any Bank) or otherwise, and hereby agrees that if the Borrower shallfail to pay any of such amounts when and as the same shall be due and payable, or shall fail toperform and discharge any covenant, representation or warranty in accordance with the terms of theCredit Agreement or any of the other Loan Documents (subject, in each case, to any applicableperiods of grace or cure), it will forthwith pay to the Agent, on behalf of the Banks, an amountequal to any such amount and will pay any and all damages that may be incurred or suffered inconsequence thereof by Agent or any of the Banks and all reasonable expenses, including reasonableattorneys’ fees, that may be incurred by Agent in enforcing such covenant, representation orwarranty of the Borrower and in enforcing the covenants and agreements of this Guaranty.     3. Unconditional Character of Guaranty. The obligations of the Guarantor under thisGuaranty shall be absolute and unconditional, and shall be a guaranty of payment and not ofcollection, irrespective of the validity, regularity or enforceability of the Credit Agreement orany of the other Loan Documents, or any provision thereof, the absence of any action to enforce thesame, any waiver or consent with respect to or any amendment of any provision thereof, the recoveryof any judgment against any Person or action to enforce the same, any failure or delay in theenforcement of the obligations of the Borrower under the Credit Agreement or any of the other LoanDocuments, or any setoff, counterclaim, recoupment, limitation, defense or termination, whetherwith or without notice to any of the Guarantors. The Guarantor hereby waives diligence, demand forpayment, filing of claims with any court, any proceeding to enforce any provision of the CreditAgreement executed by the Borrower or any of the other Loan Documents, any right to require aproceeding first against Borrower or against any other guarantor or other party providingcollateral, or to exhaust any security for the performance of the obligations of the Borrower, anyprotest, presentment, notice or demand whatsoever, and the Guarantor hereby covenants that thisGuaranty shall not be terminated, discharged or released except, subject to Section 6.8 hereof,upon final payment in full subject to no revocation or rescission of all amounts due and to becomedue from Borrower, as and to the extent described in Section 2 above, and only to the extent of anysuch payment, performance and discharge. The Guarantor further covenants that no security now orsubsequently held by the Agent or the Banks for the payment of the Indebtedness evidenced by theNotes made by the Borrower under the Credit Agreement, or for the payment of any other Indebtednessof the Borrower to the Agent or the Banks under any Loan Documents, whether in the nature of asecurity interest, pledge, lien, assignment, setoff, suretyship, guaranty, indemnity, insurance orotherwise, and no act, omission or other conduct of Agent or the Banks in respect of such security(excluding fraud, gross negligence or willful misconduct), shall affect in any manner whatsoeverthe unconditional obligation of this Guaranty, and that Agent and each of the Banks, in theirrespective sole discretion and without notice to the Guarantor, may release, exchange, enforce,apply the proceeds of and otherwise deal with any such security without affecting in any manner theunconditional obligation of this Guaranty.
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     Without limiting the generality of the foregoing, such obligations, and the rights of theAgent to enforce the same on behalf of the Banks, by proceedings, whether by action at law, suit inequity or otherwise, shall not be in any way affected by (i) any insolvency, bankruptcy,liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceedinginvolving or affecting the Borrower or others, or (ii) any change in the ownership of any of thecapital stock or other equity interests of the Borrower or any other party providing collateral forany indebtedness covered by this Guaranty, or any of their respective Affiliates.     The Guarantor hereby waives to the fullest extent possible under applicable law:     (a) any defense based upon the doctrine of marshalling of assets or upon an election ofremedies by Agent or the Banks, including, without limitation, an election to proceed bynon-judicial rather than judicial foreclosure;     (b) any defense based upon any statute or rule of law which provides that theobligation of a surety must be neither larger in amount nor in other respects moreburdensome than that of the principal;     (c) any duty on the part of Agent or any of the Banks to disclose to the Guarantor anyfacts Agent or the Banks may now or hereafter know about the Borrower regardless of whetherAgent or any Bank has reason to believe that any such facts materially increase the riskbeyond that which the Guarantor intends to assume or has reason to believe that such factsare unknown to the Guarantor or has a reasonable opportunity to communicate such facts tothe Guarantor, since the Guarantor acknowledges that he is fully responsible for being andkeeping informed of the financial condition of the Borrower and of all circumstances bearingon the risk of non-payment of any Indebtedness hereby guaranteed;     (d) any claim for reimbursement, contribution, exoneration, indemnity or subrogation,or any other similar claim, which the Guarantor may have or obtain against the Borrower byreason of the existence of this Guaranty, or by reason of the payment by the Guarantor ofany Indebtedness or the performance of this Guaranty or of any other Loan Documents; and     (e) any other event or action (excluding the Guarantor’s compliance with the provisionshereof) that would result in the discharge by operation of law or otherwise of the Guarantorfrom the performance or observance of any obligation, covenant or agreement contained inthis Guaranty.     The Agent and each of the Banks may deal with the Borrower and any security held by them forthe obligations of the Borrower (as aforesaid), in the same manner and as freely as if thisGuaranty did not exist and Agent shall be entitled, on behalf of Banks, without notice to theGuarantor, among other things, to grant to the Borrower such extension or extensions of time toperform any act or acts as may seem advisable to Agent (on behalf of the Banks) at any time andfrom time to time, and to permit the Borrower to incur additional indebtedness to Agent, the
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Banks,or any of them, without terminating, affecting or impairing the validity or enforceability of thisGuaranty or the obligations of the Guarantor hereunder.     The Agent may proceed, either in its own name (on behalf of the Banks) or in the name of theGuarantor, or otherwise, to protect and enforce any or all of its rights under this Guaranty bysuit in equity, action at law or by other appropriate proceedings, or to take any action authorizedor permitted under applicable law, and shall be entitled to require and enforce the performance ofall acts and things required to be performed hereunder by the Guarantor. Each and every remedy ofthe Agent and of the Banks shall, to the extent permitted by law, be cumulative and shall be inaddition to any other remedy given hereunder or now or hereafter existing at law or in equity.     No waiver or release shall be deemed to have been made by the Agent or any of the Banks of anyof its rights hereunder unless the same shall be in writing and signed by all of the Banks or onbehalf of the Banks by the Agent, and any such waiver shall be a waiver or release only withrespect to the specific matter involved and shall in no way impair the rights of the Agent or anyof the Banks or the obligations of the Guarantor under this Guaranty in any other respect at anyother time.     At the option of the Agent, the Guarantor may be joined in any action or proceeding commencedby the Agent against the Borrower or any of the other parties providing collateral for anyindebtedness covered by this Guaranty in connection with or based upon the Credit Agreement or anyof the other Loan Documents or other Indebtedness, or any provision thereof, and recovery may behad against the Guarantor in such action or proceeding or in any independent action or proceedingagainst the Guarantor, without any requirement that the Agent or the Banks first assert, prosecuteor exhaust any remedy or claim against the Borrower and/or any other party providing collateral forany Indebtedness covered by this Guaranty.     As a separate, additional and continuing obligation, the Guarantor unconditionally andirrevocably undertakes and agrees with Agent that, should the amounts referred to in Section 2 ofthis Guaranty not be recoverable from Guarantor in its capacity as a guarantor under this Guarantyfor any reason whatsoever (including, without limitation, by reason of any provision of the CreditAgreement or any of the other Loan Documents being or becoming void, unenforceable, or otherwiseinvalid under any applicable law) then, notwithstanding any knowledge thereof by Agent and theBanks or any of them at any time, the Guarantor as sole, original and independent obligor, upondemand by Agent, will make payment to Agent of all such amounts, by way of a full indemnity.     4. Benefit of the Credit. The Guarantor is expecting to derive benefit, directly orindirectly, from the credit extended by the Banks to Borrower.     5. Collateral for Guaranty. The obligations of the Guarantor under this Guaranty shallbe secured by the Pledge Agreement executed and delivered by Guarantor to Agent, pursuant to theCredit Agreement, together with such other Loan Documents as required to be executed and deliveredby the Guarantor concurrently with or subsequent to the date hereof, all
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pursuant to the terms andconditions of the Credit Agreement or any of the other Loan Documents.     6. Miscellaneous.          6.1 Governing Law. This Guaranty has been delivered in Michigan and shall beinterpreted and the rights of the parties hereunder shall be determined under the laws of, and beenforceable in, the State of Michigan.          6.2 Severability. If any term or provision of this Guaranty or the application thereofto any circumstance shall, to any extent, be invalid or unenforceable, the remainder of thisGuaranty, or the application of such term or provision to circumstances other than those as towhich it is held invalid or unenforceable, shall not be affected thereby, and each term andprovision of this Guaranty shall be valid and enforceable to the fullest extent permitted by law.          6.3 Notice. All notices and other communications to be made or given pursuant to thisGuaranty shall be sufficient if made or given in writing and shall be given by personal delivery,by mail, by reputable overnight courier, by telex or by facsimile and addressed or delivered to itat its address set forth on the signature pages hereof or at such other address as may bedesignated by such party in a notice to the other party that complies as to deliver with the termsof this Section 6.3. Any notice, if personally delivered or if mailed and properly addressed withpostage prepaid and sent by registered or certified mail, shall be deemed given when received orwhen delivery is refused; any notice, if given to a reputable overnight courier and properlyaddressed, shall be deemed given two (2) Business Days after the date on which it was sent, unlessit is actually received sooner by the named addressee; and any notice, if transmitted by telex orfacsimile, shall be deemed given when received (answerback confirmed in the case of telexes andreceipt confirmed in the case of telecopies).          6.4 Right of Offset. The Guarantor acknowledges the rights of the Agent and of each ofthe Banks, upon the occurrence and during the continuance of an Event of Default, to offset againstthe Indebtedness of Guarantor to the Banks under this Guaranty, any amount owing by the Agent orthe Banks, or either or any of them to the Guarantor, whether represented by any deposit of theGuarantor with the Agent or any of the Banks or otherwise.          6.5 Right to Cure. The Guarantor shall have the right to cure any Event of Defaultunder the Credit Agreement or the Loan Documents with respect to obligations of the Borrowerthereunder; provided that such cure is effected within the applicable grace period or period forcure, if any, provided under the Credit Agreement; and provided further that such cure can beeffected in compliance with the Credit Agreement. Except to the extent of payments of principal,interest and/or other sums actually received by the Agent (or the Banks) pursuant to such cure, theexercise of such right to cure by the Guarantor shall not reduce or otherwise affect the liabilityof the Guarantor under this Guaranty.          6.6 Consent to Jurisdiction. The Guarantor and Agent hereby irrevocably submit to thenon-exclusive jurisdiction of any United States Federal or Michigan state court sitting in Detroitin any action or proceeding arising out of or relating to this Guaranty and the
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Guarantor and Agenthereby irrevocably agree that all claims in respect of such action or proceeding may be heard anddetermined in any such United States Federal or Michigan state court. The Guarantor irrevocablyconsents to the service of any and all process in any such action or proceeding brought in anycourt in or of the State of Michigan by the delivery of copies of such process to the Guarantor athis address specified on the signature page hereto or by certified mail directed to such address orsuch other address as may be designated by Guarantor in anotice to the other parties that complies as to delivery with the terms of Section 6.3.Nothing in this Section shall affect the right of the Agent to serve process in any other mannerpermitted by law or limit the right of the Agent to bring any such action or proceeding against theGuarantor or any of his property in the courts of any other jurisdiction. The Guarantor herebyirrevocably waives any objection to the laying of venue of any such suit or proceeding in the abovedescribed courts.          6.7 Amendments. The terms of this Guaranty may not be waived, altered, modified,amended, supplemented or terminated in any manner whatsoever except as provided herein and inaccordance with the Credit Agreement.          6.8 Release. Upon payment in full of the Indebtedness or the satisfaction by Guarantorof his obligations hereunder and any Loan Documents executed by the Guarantor pursuant to theCredit Agreement thereto, and when Guarantor is no longer subject to any obligation hereunder orthereunder, the Agent shall deliver to the Guarantor, upon written request therefor, (i) a writtenrelease of this Guaranty and (ii) appropriate discharges of any Collateral provided by theGuarantor for this Guaranty; provided however that the effectiveness of this Guaranty and suchCollateral shall continue or be reinstated, as the case may be, in the event: that any paymentreceived or credit given by the Agent or the Banks, or any of them, is returned, disgorged,rescinded or required to be recontributed to any Person as an avoidable preference, impermissiblesetoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state,federal or national law of any jurisdiction, including without limitation laws pertaining tobankruptcy or insolvency, and this Guaranty shall thereafter be enforceable against the Guarantoras if such returned, disgorged, recontributed or rescinded payment or credit had not been receivedor given by the Agent or the Banks, and whether or not the Agent or any Bank relied upon suchpayment or credit or changed its position as a consequence thereof.          6.9 Joint and Several Obligation, etc. The obligation of each of the Guarantors, ifmore than one, under this Guaranty shall be several and also joint, each with all and also eachwith any one or more of the others, and may be enforced against each severally, any two or morejointly, or some severally and some jointly. Any one or more of the Guarantors may be released fromits obligations hereunder with or without consideration for such release and the obligations of theother Guarantors hereunder shall be in no way affected thereby. Agent, on behalf of Banks, may failor elect not to prove a claim against any bankrupt or insolvent Guarantor and thereafter, Agent andthe Bank may, without notice to any Guarantors, extend or renew any part or all of any indebtednessof any of the Guarantors, and may permit any of the Guarantors to incur additional indebtedness,without affecting in any manner the unconditional obligation of the remaining Guarantors. Suchaction shall not affect any right of contribution among the Guarantors.
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          6.10 Waiver of Jury Trial. **COLLATERAL AGENT AND THE GUARANTOR AFTER CONSULTING ORHAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVEANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OFTHIS GUARANTY OR ANY RELATED INSTRUMENT OR AGREEMENT OR ANY OF THETRANSACTIONS CONTEMPLATED BY THIS GUARANTY OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS(WHETHER ORAL OR WRITTEN) OR ACTION OF ANY OF THEM. NEITHER THE COLLATERAL AGENT NOR ANY OF THEGUARANTORS SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURYTRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY THEAGENT OR THE GUARANTOR EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL OF THEM.**          6.11 Limitation under Applicable Insolvency Laws. Notwithstanding anything to thecontrary contained herein, it is the intention of the Guarantor, Agent and the Banks that theamount of the Guarantor’s obligations hereunder shall be in, but not in excess of, the maximumamount thereof not subject to avoidance or recovery by operation of applicable law governingbankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution,insolvency, fraudulent transfers or conveyances or other similar laws (collectively, “ApplicableInsolvency Laws”). To that end, but only in the event and to the extent that the Guarantor’sobligations hereunder or any payment made pursuant thereto would, but for the operation of theforegoing proviso, be subject to avoidance or recovery under Applicable Insolvency Laws, the amountof the Guarantor’s obligations hereunder shall be limited to the largest amount which, after effectthereto, would not, under Applicable Insolvency Laws, render the Guarantor’s obligations hereunderunenforceable or avoidable or subject to recovery under Applicable Insolvency Laws. To the extentany payment actually made hereunder exceeds the limitation contained in this Section 6.11, then theamount of such excess shall, from and after the time of payment by the Guarantor, be reimbursed bythe Banks upon demand by the Guarantor. The foregoing proviso is intended solely to preserve therights of the Agent and the Banks hereunder against the Guarantor to the maximum extent permittedby Applicable Insolvency Laws and neither Borrower nor the Guarantor nor any other Person shallhave any right or claim under this Section 6.11 that would not otherwise be available underApplicable Insolvency Laws.
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     IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty as of the date setforth above.           GUARANTOR:       WITNESSES:   **CAPITAL COLLECTION SERVICES, INC.**           By:               Brian J. Roney           Its: Chief Financial Officer           GUARANT OR’S ADDRESS:                             ACCEPTE D BY:       **COMERICA BANK**, as Agent,on behalf of the Banks       By:       Mark A. Rafdal       Its: Vice President