Exhibit 10.01

                                                                  Execution Copy



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                            STOCK PURCHASE AGREEMENT

                                  by and among

                               TOWER GROUP, INC.,

                          LAWRENCEVILLE HOLDINGS, INC.

                                       and

                    MIIX INSURANCE COMPANY IN REHABILITATION

                           Dated as of August 1, 2005



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<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I.     DEFINITIONS; INTERPRETATION.....................................1

Section 1.01.  Definitions.....................................................1

Section 1.02.  Interpretation..................................................5

ARTICLE II.    PURCHASE AND SALE OF SHARES.....................................6

Section 2.01.  Purchase and Sale of Shares.....................................6

Section 2.02.  Consideration...................................................6

Section 2.03.  The Closing.....................................................6

Section 2.04.  Payment of Purchase Price.......................................6

Section 2.05.  Closing Deliveries..............................................6

ARTICLE III.   REPRESENTATIONS AND WARRANTIES OF SELLER AND MIIX...............8

Section 3.01.  Corporate Existence.............................................8

Section 3.02.  Authorization; Enforcement......................................8

Section 3.03.  Capital Stock of the Company; Ownership of Shares...............8

Section 3.04.  Subsidiaries....................................................9

Section 3.05.  Affiliate Agreements............................................9

Section 3.06.  No Conflict.....................................................9

Section 3.07.  Charter.........................................................9

Section 3.08.  Consents........................................................9

Section 3.09.  Compliance with Law.............................................9

Section 3.10.  Litigation......................................................9

Section 3.11.  Insurance Licenses.............................................10

Section 3.12.  Contracts......................................................10

Section 3.13.  Finder's Fees..................................................10

Section 3.14.  Statutory Statements...........................................10

Section 3.15.  Assets and Properties..........................................11

Section 3.16.  Regulatory Filings.............................................11

Section 3.17.  Employee Benefits..............................................11

Section 3.18.  Company Liabilities............................................11

Section 3.19.  No Material Adverse Change.....................................11

Section 3.20.  Intangible Property............................................11


                                       i

<PAGE>


Section 3.21.  Insurance......................................................11

Section 3.22.  Employees......................................................11

Section 3.23.  Security Deposits..............................................12

Section 3.24.  Powers of Attorney; Guarantees; Required Insurance; Agents.....12

Section 3.25.  Bank Accounts..................................................12

Section 3.26.  Reinsurance Contracts..........................................12

Section 3.27.  Insurance Issued by the Company................................12

Section 3.28.  Real Property..................................................12

ARTICLE IV.    REPRESENTATIONS AND WARRANTIES OF BUYER........................13

Section 4.01.  Corporate Existence............................................13

Section 4.02.  Authorization; Enforcement.....................................13

Section 4.03.  No Conflict....................................................13

Section 4.04.  Consents.......................................................13

Section 4.05.  Litigation.....................................................13

Section 4.06.  Finder's Fees..................................................13

Section 4.07.  Investment Purpose.............................................14

ARTICLE V.     COVENANTS AND AGREEMENTS.......................................14

Section 5.01.  Conduct of Business of the Company.............................14

Section 5.02.  Restrictions...................................................14

Section 5.03.  Access to Information; Due Diligence...........................15

Section 5.04.  Acquisition Proposals..........................................15

Section 5.05.  Approvals of Governmental Authorities..........................16

Section 5.06.  Further Assurances.............................................16

Section 5.07.  Notification of Changes........................................16

Section 5.08.  Cooperation....................................................16

Section 5.09.  Performance of Conditions......................................16

Section 5.10.  Court Approval.................................................17

Section 5.11.  Publicity......................................................17

Section 5.12.  Authority, Bank Accounts, Etc..................................17

ARTICLE VI.    TAXES..........................................................17

Section 6.01.  Tax Returns Filed and Taxes Paid by Seller and MIIX............17

Section 6.02.  Post-Closing Access to Books and Records and Cooperation.......18

Section 6.03.  Liability and Indemnification for Taxes and Related Matters....18


                                       ii

<PAGE>


Section 6.04.   Section 338(h)(10) Election...................................21

Section 6.05.   Survival of Obligations.......................................21

ARTICLE VII.    CONDITIONS TO THE CLOSING.....................................22

Section 7.01.   Conditions Precedent to Obligation of Buyer...................22

Section 7.02.   Conditions Precedent to Obligations of Seller and MIIX........23

ARTICLE VIII.   INDEMNIFICATION...............................................24

Section 8.01.   Indemnification by Seller and MIIX............................24

Section 8.02.   Buyer's Obligation to Indemnify...............................25

Section 8.03.   Right to Contest Third Party Claims...........................25

Section 8.04.   Indemnification for Taxes.....................................26

Section 8.05.   Exclusive Remedy..............................................26

ARTICLE IX.     TERMINATION...................................................26

Section 9.01.   Termination...................................................26

Section 9.02.   Effect of Termination.........................................26

ARTICLE X.      SURVIVAL......................................................26

ARTICLE XI.     MISCELLANEOUS PROVISIONS......................................27

Section 11.01.  Corporate Records.............................................27

Section 11.02.  Headings......................................................27

Section 11.03.  Schedules.....................................................27

Section 11.04.  Waivers and Amendments; Non-Contractual Remedies;
                Preservation of Remedies......................................27

Section 11.05.  Entire Agreement..............................................27

Section 11.06.  Governing Law.................................................27

Section 11.07.  Binding Effect; No Assignment.................................27

Section 11.08.  Notices.......................................................28

Section 11.09.  Counterparts..................................................29

Section 11.10.  Expenses......................................................29

Section 11.11.  No Joint Venture or Partnership Intended.......................9

Section 11.12.  Severability..................................................29

Section 11.13.  No Third Party Beneficiaries..................................29

Section 11.14.  Interpretation................................................29

Section 11.15.  Negotiated Agreement..........................................29

Section 11.16.  Dollar References.............................................29


                                      iii


<PAGE>


                             SCHEDULES AND EXHIBITS

Schedule 3.01   Jurisdictions
Schedule 3.08   Seller Consents
Schedule 3.10   Litigation
Schedule 3.11   Insurance Licenses
Schedule 3.12   Contracts
Schedule 3.16   Regulatory Filings
Schedule 3.23   Security Deposits
Schedule 3.24   Powers of Attorney; Guarantees
Schedule 3.25   Bank Accounts
Schedule 3.26   Reinsurance Contracts
Schedule 4.04   Buyer Consents
Schedule 6.01   Taxes


Exhibit A       Form of Press Release to be Issued upon Signing
Exhibit B       Form of Press Release to be Issued at Closing


                                       iv


<PAGE>


                            STOCK PURCHASE AGREEMENT
                            ------------------------

          STOCK   PURCHASE   AGREEMENT,   dated  as  of  August  2,  2005  (this
"Agreement"),  by and among Tower Group, Inc., a Delaware corporation ("Buyer"),
Lawrenceville  Holdings,  Inc.,  a  Delaware  corporation  ("Seller")  and  MIIX
Insurance Company in Rehabilitation, a New Jersey insurance company ("MIIX").

          WHEREAS,  Seller owns  beneficially  and of record 100,000 shares (the
"Shares") of the common stock,  par value $40.00 per share (the "Common Stock"),
of MIIX  Insurance  Company  of New  York,  a New York  insurance  company  (the
"Company"), constituting all of the issued and outstanding shares of the capital
stock of the Company; and

          WHEREAS, Seller is a wholly owned subsidiary of MIIX; and

          WHEREAS,  pursuant to the Order of the Honorable Neil H. Shuster dated
September 28, 2004, Holly C. Bakke was given the authority to approve and direct
the sale of the Shares by Seller,  solely in her  capacity as  rehabilitator  of
MIIX,  subject to the  approval of the  Superior  Court of New Jersey,  Chancery
Division, Mercer County (the "Court"); and

          WHEREAS,  Holly C. Bakke  resigned as  Commissioner  of the New Jersey
Department of Banking and Insurance and effective March 1, 2005, Donald Bryan is
the Acting  Commissioner of the New Jersey  Department of Banking and Insurance;
and

          WHEREAS,  Donald Bryan, in his capacity as Acting  Commissioner of the
New Jersey  Department  of Banking and Insurance and successor to Holly C Bakke,
has taken on the role of rehabilitator of MIIX (the "Rehabilitator"); and

          WHEREAS, the Rehabilitator has authorized the execution,  delivery and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated hereby; and

          WHEREAS,  Buyer desires to purchase from Seller, and Seller desires to
sell to Buyer,  the Shares on the terms and subject to the  conditions set forth
herein;

          NOW, THEREFORE, in consideration of the premises and of the respective
representations,  warranties,  covenants,  agreements and  conditions  contained
herein, each of the parties hereto agrees as follows:

                                   ARTICLE I.

                           DEFINITIONS; INTERPRETATION

          Section  1.01.  Definitions.  The terms  defined in this Section 1.01,
whenever  used in this  Agreement,  shall have the  following  meanings  for all
purposes of this Agreement:

          "Acquisition Proposal" has the meaning set forth in Section 5.04.


<PAGE>


          "Act" means the Securities Act of 1933, as amended,  and the rules and
regulations promulgated thereunder.

          "Adjusted Statutory Surplus" means surplus to policyholders determined
in accordance with SAP,  adjusted to mark Investment Assets to their Fair Market
Value.

          "Affiliate" means, with respect to any specified Person, a Person that
directly,  or  indirectly  through  one or  more  intermediaries,  controls,  is
controlled by or is under common  control with such  specified  Person.  As used
herein,  the term "control"  (including,  with  correlative  meaning,  the terms
"controlled by" and "under common control with") means the possession,  directly
or  indirectly,  of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by
Contract or otherwise.

          "Agreement"  has the meaning set forth in the first  paragraph of this
Agreement.

          "Annual  Statement"  means,  with  respect to any  Person,  the annual
statement  of such  Person  prepared  in  accordance  with SAP, as filed with or
submitted to the appropriate insurance  Governmental  Authority in such Person's
jurisdiction  of  domicile  on  the  forms   prescribed  or  permitted  by  such
Governmental Authority.

          "Asserted Liability" has the meaning set forth in Section 8.01(c).

          "Books  and  Records"  means all of the  Company's  books and  records
(including all data and other information stored on discs, tapes or other media)
relating to the assets,  Properties,  business and  operations  of the Company's
business,  including the Insurance  Licenses and all such items  relating to the
Company's legal existence,  stock ownership,  corporate management or other such
corporate records.

          "Business  Day" means any day that is not a Saturday  or a Sunday or a
day on which banks in the State of New Jersey are  authorized or required by law
to close.

          "Buyer"  has the  meaning  set  forth in the first  paragraph  of this
Agreement.

          "Buyer Indemnitees" has the meaning set forth in Section 8.01(a).

          "Closing" has the meaning set forth in Section 2.03.

          "Closing Date" means the actual date on which the Closingoccurs.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Common  Stock" has the meaning set forth in the first recital of this
Agreement.

          "Company"  has the  meaning  set  forth in the first  recital  of this
Agreement.

          "Contract" means any written or oral contract, agreement,  instrument,
commitment or other arrangement.


                                      -2-


<PAGE>


          "Court"  has the  meaning  set  forth  in the  third  recital  of this
Agreement.

          "Court Approval" has the meaning set forth in Section 7.01(f).

          "Election" has the meaning set forth in Section 6.04(a).

          "Environmental  Laws" means any and all local, state and federal laws,
regulations,  codes, decrees,  orders,  judgments,  principles of common law and
binding judicial or administrative interpretation thereof pertaining to: (a) the
protection  of  the   environment   (including   air  quality,   surface  water,
groundwater,  soils,  subsurface strata,  drinking water,  natural resources and
biota)  or human  health  and  safety;  or (b) the  presence,  use,  processing,
generation,  management,  storage, treatment,  recycling,  disposal,  discharge,
release,   threatened   release,   investigation  or  remediation  of  Hazardous
Materials,  including, without limitation, the Federal Resource Conservation and
Recovery Act, the Federal Comprehensive Environmental Response, Compensation and
Liability  Act, the Federal  Clean Water Act, the Federal Clean Air Act, and the
Federal Occupational Safety and Health Act and their implementing regulations as
well as state analogues, each as may be amended from time to time.

          "ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended, and the regulations promulgated thereunder.

          "Fair Market  Value" means (i) in the case of  securities  (other than
Short Term Treasuries) listed on an exchange or in an  over-the-counter  market,
the closing  price on such exchange or market (or the average of the closing bid
and asked  prices if there is no  closing  price)  plus all  accrued  but unpaid
interest on such securities  through the last Business Day preceding the Closing
Date if such amount is not already  reflected in such closing price (or such bid
and asked prices) and (ii) in the case of cash, cash  equivalents and Short Term
Treasuries, the face amount thereof.

          "Governmental  Authority" means any foreign,  federal, state, local or
other court,  arbitration,  administrative  agency or  commission,  insurance or
securities  regulatory or  self-regulatory  body or  securities  or  commodities
exchange.

          "Hazardous Materials" means any substance, product, compound, mixture,
material, biological agents, organic matters or waste: (a) that is characterized
or defined by, listed as or regulated under  Environmental  Laws as "hazardous,"
"toxic,"  "radioactive,"  "contaminant,"  or  "pollutant";  (b)  that  is or may
contain asbestos,  petroleum products or byproducts,  polychlorinated biphenyls,
lead-based  paint,  urea formaldehyde or radon gas; or (c) the exposure to which
may pose risk to human health and safety.

          "Insurance Licenses" has the meaning set forth in Section 3.11.

          "Investment  Assets"  means  cash,  cash  equivalents,  U.S.  Treasury
obligations and  investment-grade  obligations of U.S.  corporations or state or
local governments (or instrumentalities thereof).

          "Knowledge" of any Person means,  collectively,  the best knowledge of
each executive officer or director of such Person.


                                      -3-


<PAGE>


          "Laws" has the meaning set forth in Section 3.09.

          "Liability"  means, with respect to any Person, any direct or indirect
indebtedness,   liability,  claim,  loss,  damage,  deficiency,   obligation  or
responsibility   (whether  known,  unknown,   accrued,   absolute,   contingent,
unliquidated  or otherwise)  and regardless of when such liability or obligation
was or is asserted.

          "Lien"  means  any  lien,   pledge,   mortgage,   security   interest,
encumbrance, restriction, easement, limitation, claim, charge or defect of title
of any kind or nature  whatsoever,  or any  agreement to give or grant or permit
any of the  foregoing.  For the  purposes of this  Agreement,  a Person shall be
deemed to own subject to a Lien any  property or asset which it has  acquired or
holds subject to the interest of a vendor or lessor under any  conditional  sale
agreement,  capital lease or other title  retention  agreement  relating to such
property or asset.

          "Losses" has the meaning set forth in Section 8.01(b).

          "Material  Adverse  Effect"  means a material  adverse  effect  (after
giving effect to the  transactions  contemplated  by this  Agreement) on (i) the
assets or  liabilities  of the  Company or (ii) the  ability  of the  Company to
conduct an insurance business after the Closing in those jurisdictions where the
Company is licensed to conduct an insurance business.

          "MIIX"  has the  meaning  set  forth in the  first  paragraph  of this
Agreement.

          "Person" means any individual, corporation, limited liability company,
partnership,   firm,   joint   venture,   association,   trust,   unincorporated
organization, Governmental Authority or other entity.

          "Plan" means any  "employee  benefit plan" (as that term is defined in
Section  3(3) of  ERISA),  as well as any other  written  or  unwritten  plan or
Contract involving direct or indirect compensation,  established,  maintained or
contributed  to by the  Company,  or under  which the Company has any present or
future  Liability  on  behalf of its  employees  or  former  employees  or their
dependents or beneficiaries, including each retirement, pension, profit-sharing,
thrift,  savings,  target  benefit or employee  stock  ownership  plan,  cash or
deferred,  each other deferred or incentive  compensation,  bonus, stock option,
employee stock purchase,  "phantom stock" or stock appreciation right plan, each
other program providing  payment or reimbursement  for or of medical,  dental or
visual care,  psychiatric  counseling,  or vacation,  sick or disability pay and
each other "fringe benefit" plan or arrangement.

          "Property"  means  real,  personal  or  mixed  property,  tangible  or
intangible.

          "Purchase Price" has the meaning set forth in Section 2.02.

          "Quarterly Statement" means, with respect to any Person, the quarterly
statement  of such  Person  prepared  in  accordance  with SAP, as filed with or
submitted to the appropriate insurance  Governmental  Authority in such Person's
jurisdiction  of  domicile  on  the  forms   prescribed  or  permitted  by  such
Governmental Authority.

          "Rehabilitator" has the meaning set forth in the fifth recital of this
Agreement.

                                      -4-


<PAGE>


          "SAP" means the statutory accounting practices prescribed or permitted
by the  Superintendent of Insurance of the State of New York, applied on a basis
consistent  with that of prior  years  (other  than where a lack of  consistency
results from changes in the  statutory  accounting  practices so  prescribed  or
permitted).

          "Scheduled Contracts" has the meaning set forth in Section 3.12.

          "Seller"  has the  meaning  set forth in the first  paragraph  of this
Agreement.

          "Seller Indemnitees" has the meaning set forth in Section 8.02(a).

          "Seller's  Group"  shall mean any  "affiliated  group" (as  defined in
Section 1504(a) of the Code) that includes Seller, MIIX or any predecessor of or
successor to Seller or MIIX (or another such predecessor or successor).

          "Shares"  has the  meaning  set  forth in the  first  recital  of this
Agreement.

          "Short  Term  Treasuries"  means U.S.  Treasury  obligations  having a
remaining  term to maturity as of the last  Business Day  preceding  the Closing
Date of less than 90 days.

          "Statutory Statements" has the meaning set forth in Section 3.14.

          "Straddle  Period"  means any taxable year or period that begins on or
before the Closing Date and ends after the Closing Date.

          "Subsidiary"  means,  with  respect to any  Person,  any  corporation,
limited  liability  company,  limited or  general  partnership,  joint  venture,
association,  joint stock company, trust,  unincorporated  organization or other
entity  analogous  to any of the  foregoing  of which a  majority  of the equity
ownership (whether voting stock or comparable  interest) is, at the time, owned,
directly or indirectly, by such Person.

          "Tax Returns" shall mean all reports,  returns,  statements,  forms or
other documents or information required to be filed with a taxing authority with
respect to the Taxes of the Company.

          "Taxes" means all federal,  state,  county,  local,  foreign and other
taxes (including, without limitation, income taxes, premium taxes, excise taxes,
sales taxes, use taxes, gross receipts taxes, franchise taxes, ad valorem taxes,
severance   taxes,   capital  levy  taxes,   transfer   taxes,   employment  and
payroll-related  taxes (including  withholding  taxes),  property taxes,  import
duties and other governmental  charges and assessments),  and includes interest,
additions to tax and penalties with respect thereto.

          "Third  Party  Reinsurance  Agreements"  has the  meaning set forth in
Section 3.26.

          Section  1.02.  Interpretation.  When a  reference  is  made  in  this
Agreement  to a  Section,  Article or  Schedule,  such  reference  shall be to a
Section,  Article or Schedule of this Agreement  unless  otherwise  indicated or
unless the context shall otherwise  require.  The table of contents and headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation  of this Agreement.


                                      -5-


<PAGE>


The  definitions  of terms in this  Agreement  shall be  applicable  to both the
plural and the singular forms of the terms defined when either such form is used
in this Agreement.  Whenever the words "include,"  "includes" or "including" are
used in this  Agreement,  they  shall be  deemed  to be  followed  by the  words
"without  limitation."  The words  "hereof,"  "herein" and "hereunder" and other
words of  similar  import,  refer to this  Agreement  as a whole  and not to any
particular Article, Section, subsection, paragraph or clause.

                                  ARTICLE II.

                           PURCHASE AND SALE OF SHARES

          Section 2.01.  Purchase and Sale of Shares. Upon the terms and subject
to the conditions set forth herein,  Seller agrees to sell, transfer and deliver
to Buyer, free and clear of all Liens, and Buyer agrees to purchase from Seller,
the Shares for the Purchase Price.

          Section 2.02. Consideration.  As consideration for the purchase of the
Shares,  Buyer shall pay to Seller on the Closing Date an aggregate  amount (the
"Purchase Price") equal to the sum of (i) $225,000, plus (ii) an amount equal to
the Adjusted Statutory Surplus of the Company as of the close of business on the
second Business Day immediately preceding the Closing Date, as determined by the
parties.

          Section 2.03. The Closing. The closing of the purchase and sale of the
Shares (the  "Closing")  shall take place (i) at the  offices of LeBoeuf,  Lamb,
Greene & MacRae, L.L.P., 125 West 55th Street, New York, New York 10019 at 10:00
a.m.,  New York City time,  as soon as  practicable  following  satisfaction  or
waiver of the last  condition  to the Closing set forth in Article 7, or (ii) at
such other place, time or date as the parties may mutually determine in writing.

          Section  2.04.  Payment of  Purchase  Price.  Buyer  shall  deliver to
Seller,  by wire  transfer to a bank account  designated in writing by Seller at
least two Business Days prior to the Closing Date,  immediately  available funds
in an amount equal to the Purchase Price.

          Section 2.05. Closing Deliveries.  At the Closing,  the parties hereto
shall take the following actions: -------------------

          (a)       Seller and MIIX shall deliver to Buyer:

                    (i) a receipt  evidencing  receipt by Seller of the Purchase
          Price;

                    (ii)  certificates  representing  all  of the  Shares,  duly
          executed in blank or  accompanied  by stock  powers  duly  executed in
          blank,  in proper form for transfer and  accompanied  by all requisite
          stock Transfer Tax stamps;

                    (iii) By-Laws of the Company,  together with all  amendments
          thereto  or  restatements  thereof,  certified  by  the  Secretary  or
          Assistant Secretary of the Company as of the Closing Date;


                                      -6-


<PAGE>


                    (iv) a certificate  of the Secretary or Assistant  Secretary
          of  Seller,  as to the  incumbency  of  the  officers  executing  this
          Agreement and the genuineness of their signatures;

                    (v) the certificate contemplated in Section 7.01(b);

                    (vi) copies of all regulatory  approvals  obtained by Seller
          and MIIX in  connection  with the  transactions  contemplated  by this
          Agreement;

                    (vii)  copies  of the  Court  Approval  as  contemplated  in
          Section 7.01(f).

                    (viii)  the  Books  and  Records,  in  accordance  with  the
          provisions of Section 7.01(g);

                    (ix) the certificate contemplated in Section 7.01(i);

                    (x)  duly  executed   resignations  from  each  officer  and
          director of the Company effective as of the Closing Date; and

                    (xi) such other  documents,  instruments or  certificates as
          Buyer may reasonably request.

          (b)       Buyer shall deliver to Seller and MIIX:

                    (i) a receipt evidencing receipt by Buyer of the Shares;

                    (ii) the Purchase Price, by wire transfer;

                    (iii)  resolutions  of the  Board  of  Directors  of  Buyer,
          certified by the Secretary or Assistant Secretary of Buyer,  approving
          and  authorizing  the  execution,  delivery  and  performance  of this
          Agreement  and  the  consummation  of  the  transactions  contemplated
          hereby;

                    (iv) a certificate  of the Secretary or Assistant  Secretary
          of Buyer as to the incumbency of the officers executing this Agreement
          and the genuineness of their signatures;

                    (v) the certificate contemplated in Section 7.02(b);

                    (vi) copies of all regulatory approvals obtained by Buyer in
          connection  with  the  transactions  contemplated  by this  Agreement,
          including    without    limitation   any   necessary    approvals   or
          non-disapprovals  from  the New  York  Department  of  Insurance  with
          respect to the acquisition of control of the Company by Buyer; and

                    (vii) such other  documents,  instruments or certificates as
          Seller or MIIX may reasonably request.


                                      -7-


<PAGE>


                                  ARTICLE III.

                REPRESENTATIONS AND WARRANTIES OF SELLER AND MIIX

          Seller and MIIX hereby jointly and severally  represent and warrant to
Buyer as follows:

          Section 3.01. Corporate  Existence.  The Company is a corporation duly
organized,  validly existing and in good standing under the Laws of the State of
New York. The Company has full power and authority to own, lease and operate its
assets and Properties and to conduct its business as it is now being  conducted.
Except as  otherwise  disclosed  on  Schedule  3.01,  the Company is licensed to
transact  business  and is in good  standing  in  each  jurisdiction  listed  on
Schedule 3.01.

          Section 3.02. Authorization;  Enforcement.  Subject to the approval by
the Court and the  Rehabilitator,  Seller and MIIX have the full corporate power
and  authority  to execute  and  deliver  this  Agreement  and to perform  their
obligations  hereunder.  Each of  Seller,  MIIX and the  Company  has  taken all
necessary  corporate  action to duly and validly  authorize  the  execution  and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.  This Agreement has been duly executed and delivered by Seller and MIIX.
This Agreement, assuming due execution and delivery by Buyer constitutes a valid
and binding obligation of Seller and MIIX,  enforceable  against Seller and MIIX
in accordance with its terms,  except as such  enforceability  may be limited by
applicable bankruptcy,  insolvency,  moratorium,  reorganization or similar laws
from time to time in effect  which affect  creditors  rights  generally,  and by
legal and equitable limitations on the availability of specific remedies.

          Section 3.03.  Capital Stock of the Company;  Ownership of Shares. (a)
The  authorized  capital stock of the Company  consists of 100,000 shares of the
Common Stock of which  100,000 are issued and  outstanding  and  constitute  the
Shares.  All of the Shares have been duly  authorized  and validly  issued,  are
fully paid and  nonassessable.  The Shares have not been issued in violation of,
and none of the Shares are subject to, any  preemptive  or  subscription  right,
right of first  refusal or any other  right of any  Person.  Except as set forth
above,  there are no shares of capital stock or other  securities of the Company
outstanding. There are no outstanding warrants, options, Contracts,  convertible
or  exchangeable  securities or other  commitments  (other than this  Agreement)
pursuant to which  Seller,  MIIX or the Company is or may be obligated to issue,
sell, purchase, return or redeem any shares of capital stock or other securities
of the Company,  and there are no equity  securities of the Company reserved for
issuance for any purpose.

          (b) Seller is the record and beneficial owner of the Shares,  free and
clear of any Liens. Upon  consummation of the transactions  contemplated by this
Agreement,  Buyer will acquire  record and  beneficial  ownership of the Shares,
free and clear of any  Liens.  Other  than this  Agreement,  the  Shares are not
subject to any voting trust agreement or other Contract, agreement, arrangement,
commitment  or  understanding,   including  any  such  agreement,   arrangement,
commitment or  understanding  restricting  or otherwise  relating to the voting,
dividend rights or disposition of the Shares.


                                      -8-


<PAGE>


          Section 3.04. Subsidiaries. The Company does not have any Subsidiaries
and, as of the Closing Date,  will not directly or  indirectly  own of record or
beneficially any capital stock of or other equity interest in any Person.

          Section  3.05.  Affiliate  Agreements.  As of the  Closing  Date,  the
Company will not be a party to, and will have no Liabilities under,  arising out
of, or with respect to, any agreements  between the Company and any Affiliate or
former affiliates of the Company.

          Section 3.06. No Conflict.  Subject to the receipt of the consents and
approvals  set forth on Schedule  3.08,  neither  the  execution,  delivery  and
performance  by  Seller,   MIIX  or  the  Company  of  this  Agreement  nor  the
consummation  of the  transactions  contemplated  hereby  will:  (i) violate any
provision  of the  certificate  of  incorporation,  By-laws or other  charter or
organizational  document of Seller, MIIX or the Company; (ii) violate,  conflict
with or result in the breach of any of the terms of, result in any  modification
of the  effect  of,  otherwise  give any  other  contracting  party the right to
terminate,  or constitute (or with notice or lapse of time or both constitute) a
default under, any material  Contract to which Seller,  MIIX or the Company is a
party or by or to which any of them or their assets or  Properties  may be bound
or subject;  (iii) violate any order, judgment,  injunction,  award or decree of
any Governmental  Authority  against,  or binding upon, or any Contract with, or
condition imposed by, any Governmental  Authority  binding upon Seller,  MIIX or
the  Company  or the  business,  Properties  or  assets of  Seller,  MIIX or the
Company; (iv) violate any statute, law or regulation of any jurisdiction as such
statute,  law or  regulation  relates to Seller,  MIIX or the  Company or to the
business,  Properties or assets of Seller, MIIX or the Company; or (v) result in
the creation or  imposition  of any Lien on any of the  Properties  or assets of
Seller, MIIX or the Company (including the Shares).

          Section 3.07.  Charter.  Seller and MIIX have delivered to Buyer true,
complete  and  correct  copies of the Charter and the By-laws of the Company and
all amendments  thereof.  The minute books of the Company  accurately reflect in
all material  respects all resolutions  adopted at all meetings (and consents in
lieu of  meetings)  of its  shareholders  and  all  resolutions  adopted  at all
meetings  (and  consents in lieu of meetings) of its Board of Directors  and all
committees of its Board of Directors.

          Section  3.08.  Consents.  No  consent,  license,  approval,  order or
authorization of, or registration,  declaration or filing with, any third party,
including any Governmental  Authority, is required to be obtained, made or given
by or with  respect  to  Seller,  MIIX or the  Company  in  connection  with the
execution, delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby other than those set forth on Schedule 3.08.

          Section 3.09. Compliance with Law. Since May 29, 1998, the Company has
complied in all material  respects  with,  and is now  complying in all material
respects  with,  all  foreign,   federal,   state  and  local  statutes,   laws,
regulations,  ordinances,  judgments,  injunctions, orders, licenses, approvals,
permits and other requirements (collectively,  "Laws") applicable to the Company
or its business, Properties or assets.

          Section 3.10. Litigation.  Except as set forth on Schedule 3.10, there
are  no  actions,  suits,  proceedings,   claims  or  legal,  administrative  or
arbitration proceedings or investigations pending or, to the Knowledge of Seller
or MIIX,  threatened  (i)  against or  involving  the  Company or its  business,
Properties  or assets or (ii) which  question the validity of this  Agreement or
any action taken by Seller,  MIIX or the Company  pursuant to this  Agreement or
the transactions contemplated hereby.


                                      -9-


<PAGE>


          Section 3.11.  Insurance  Licenses.  Seller and MIIX have delivered to
Buyer  true,   complete  and  correct  copies  of  all  insurance  licenses  and
authorizations  from each jurisdiction set forth on Schedule 3.01 (collectively,
the  "Insurance  Licenses");  except as set forth on Schedule 3.11, no event has
occurred that, with or without notice or lapse of time or both, could reasonably
be expected to result in the revocation,  suspension, lapse or limitation of any
of such  Insurance  Licenses.  The  Company  has not  transacted  any  insurance
business in any jurisdiction requiring an insurance license therefor in which it
did not possess such an insurance license.

          Section 3.12. Contracts. (a) Schedule 3.12 sets forth a true, complete
and correct list of each Contract  (collectively,  the "Scheduled Contracts") to
which the Company is a party or by which it is bound that is currently in effect
(other than direct  insurance  policies  written by the Company in the  ordinary
course of business and the Third Party  Reinsurance  Agreements)  including  all
Contracts  relating to:  transactions with Affiliates,  including tax allocation
agreements and credit facilities;  managing general agents;  agents and brokers;
borrowing of money;  purchase of  materials;  supplies,  equipment,  products or
services;  the use of  trademarks,  trade names or copyrights;  distribution  of
insurance products; or leases (capital or otherwise).

          (b) With respect to the Company's performance of its obligations under
the Scheduled Contracts,  no event of default or non-compliance,  or event which
with the passage of time,  giving of notice or both,  would  constitute  such an
event of default or non-compliance, has occurred or is continuing under any such
Scheduled  Contract.  With respect to the  performance by any other party of its
obligations   under  the   Scheduled   Contracts,   no  event  of   default   or
non-compliance,  or event  which with the  passage of time,  giving of notice or
both, would constitute such an event of default or non-compliance,  has occurred
or is continuing under any such Scheduled Contract.

          Section 3.13.  Finder's Fees. Except for Prisco Consulting,  Inc., all
the fees and expenses of which have been paid or will be paid by Seller, MIIX or
their  Affiliates,  no broker or finder has acted  directly  or  indirectly  for
Seller, MIIX or any of their Affiliates in connection with this Agreement or the
transactions  contemplated  hereby,  nor  has  Seller,  MIIX  or  any  of  their
Affiliates   taken  any  action  in  connection   with  this  Agreement  or  the
transactions  contemplated  hereby so as to give rise to any valid claim against
Buyer or the Company for any  broker's or finder's  fee or other  commission  or
compensation.

          Section 3.14. Statutory Statements.  Seller and MIIX have delivered to
Buyer true,  correct and complete copies of the Annual Statements of the Company
as filed with the New York Insurance Department for the years ended December 31,
2002,  2003  and  2004  and each  Quarterly  Statement  filed  with the New York
Insurance  Department  subsequent to the filing of the 2004 Annual  Statement of
the Company, in each case including all exhibits, interrogatories, schedules and
any actuarial  opinions,  affirmations  or  certifications  or other  supporting
documents   filed  in  connection   therewith   (collectively,   the  "Statutory
Statements").  The Statutory Statements were prepared in conformity with SAP and
present  fairly  the  statutory  financial  position  of the  Company  as at the
respective  dates  thereof and the results of  operations of the Company for the
respective periods then ended. The Statutory Statements complied in all material
respects with all applicable  Laws,  rules and  regulations  when filed,  and no
material  deficiency has been asserted with respect to any Statutory  Statements
by any Governmental Authority.


                                      -10-


<PAGE>


          Section  3.15.  Assets  and  Properties.  The  Company  has  good  and
marketable  title to all assets and Properties that it purports to own, free and
clear of any Liens.

          Section 3.16.  Regulatory  Filings.  Since May 29, 1998, except as set
forth on Schedule  3.16,  the Company has timely  filed,  or caused to be timely
filed, all reports, statements, documents, registrations,  filings, applications
or  submissions  required  to be filed by or on behalf of the  Company  with any
Governmental Authority in connection with the business conducted by the Company,
the  Company is acting in  compliance  in all  material  respects  with all such
reports,  statements,  documents,   registrations,   filings,  applications  and
submissions,  and all required  regulatory  approvals in respect  thereof are in
full force and  effect.  Except as  disclosed  in  Schedule  3.16,  (i) all such
reports,  statements,  documents,   registrations,   filings,  applications  and
submissions were in compliance in all material respects with applicable Law when
filed or as  amended  or  supplemented  and  there  were no  material  omissions
therefrom,  and  (ii)  no  material  deficiencies  have  been  asserted  by  any
Governmental  Authority  with respect to such  reports,  statements,  documents,
registrations,   filings,   applications  or  submissions  that  have  not  been
satisfied.

          Section 3.17.  Employee Benefits.  As of the Closing Date, the Company
will not maintain,  contribute to or otherwise  participate in any Plan and will
not have any Liabilities under any Plan.

          Section 3.18. Company Liabilities. As of the Closing Date, the Company
will have no Liabilities,  whether known, unknown or contingent, and whether for
insurance losses or otherwise,  except for Liabilities for Taxes and Liabilities
reinsured pursuant to the Third Party Reinsurance Agreements.

          Section 3.19. No Material Adverse Change.  Since December 31, 2003, no
Material Adverse Effect has occurred with respect to the Company.

          Section 3.20. Intangible Property. Since May 29, 1998, the Company has
not  received  written  notice  that  it is  infringing  (or  is  alleged  to be
infringing)  on  any  trademark,  trade  name  registration,  copyright  or  any
application pending therefor.

          Section 3.21. Insurance. The Company, Seller, MIIX or their Affiliates
maintain insurance policies covering the Company and its officers and directors,
in such amounts and for such  coverages as is  reasonable  and customary for the
business  of the  Company.  All of such  policies  are in full force and effect,
there are no overdue  premiums  thereon,  and the Company has not  received  any
notice of any proposed cancellation or non-renewal of any such policies.

          Section 3.22.  Employees.  The Company has not had any employees since
May 29, 1998.


                                      -11-


<PAGE>


          Section  3.23.  Security  Deposits.  Schedule  3.23 sets forth a true,
correct and  complete  list of all  securities  deposited  by the  Company  with
Governmental Authorities as of the date hereof.

          Section  3.24.  Powers of Attorney;  Guarantees;  Required  Insurance;
Agents.  Except as set forth on Schedule  3.24,  the  Company  does not have any
outstanding  powers of attorney or any Liability,  either  accrued,  accruing or
contingent, as guarantor,  surety, cosigner or endorser (other than for purposes
of collection in the ordinary course of business of the Company). The Company is
not obligated to maintain insurance for the benefit of any Person, including its
customers,  other than in the ordinary course of its insurance  business.  As of
the Closing  Date,  the Company  will have  canceled  all  Contracts  with,  and
otherwise withdrawn the authority of, all brokers or agents previously appointed
by it.

          Section 3.25. Bank Accounts.  Schedule 3.25 sets forth a true, correct
and complete list of bank  accounts and  investment  accounts  maintained by the
Company,  including the name of each bank or other institution,  account numbers
and a list of signatories to such account.

          Section 3.26. Reinsurance Contracts.  Schedule 3.26 sets forth a true,
complete  and correct list of (a) all  reinsurance  and  retrocession  treaties,
agreements,  arrangements  and  placements  in  force  as of the  date  of  this
Agreement to which the Company is a ceding or assuming  party,  and (b) any such
treaties, agreements,  arrangements or placements that are terminated or expired
but under which  there may remain any  outstanding  Liability  from or to one or
more reinsurers (collectively,  the "Third Party Reinsurance  Agreements"),  and
sets forth the effective  date of such treaty or agreement  and the  termination
date of any  such  Third  Party  Reinsurance  Agreements  which  has a  definite
termination date. Each Third Party Reinsurance  Agreement described in (a) above
is in full force and effect to the  respective  dates  noted on  Schedule  3.26.
Neither the Company nor any of the reinsurers is in default in any respect as to
any provision of any Third Party Reinsurance Agreement. No event or circumstance
has  occurred  which  would  result or cause the  Company to be in breach of any
provision  of any Third  Party  Reinsurance  agreement.  There  are no  material
disputes with any party with respect to the terms of any Third Party Reinsurance
Agreement  or balances  due  thereunder.  No Third Party  Reinsurance  Agreement
contains any provision providing that the other party thereto may terminate such
treaty  or  agreement  by  reason  of  the  transactions  contemplated  by  this
Agreement.

          Section  3.27.  Insurance  Issued by the Company.  The Company has not
issued any insurance policies since May 29, 1998.

          Section  3.28.  Real  Property.  The  Company  has not  owned any real
property since May 29, 1998.


                                      -12-


<PAGE>


                                  ARTICLE IV.

                     REPRESENTATIONS AND WARRANTIES OF BUYER

           Buyer hereby represents and warrants to Seller as follows:

          Section  4.01.  Corporate  Existence.  Buyer  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New York.

          Section 4.02. Authorization; Enforcement. Buyer has the full power and
authority to execute and deliver this  Agreement and to perform its  obligations
hereunder.  Buyer has taken all necessary  action to duly and validly  authorize
its  execution  and  delivery  of this  Agreement  and the  consummation  of the
transactions  contemplated  hereby.  This  Agreement  has been duly executed and
delivered  by Buyer.  This  Agreement,  assuming due  execution  and delivery by
Seller and MIIX constitutes a valid and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms, except as such enforceability may be
limited by applicable  bankruptcy,  insolvency,  moratorium,  reorganization  or
similar  laws  from  time  to time  in  effect  which  affect  creditors  rights
generally,  and by  legal  and  equitable  limitations  on the  availability  of
specific remedies.

          Section 4.03. No Conflict.  Subject to the receipt of the consents and
approvals  set forth on Schedule  4.04,  neither  the  execution,  delivery  and
performance by Buyer of this Agreement nor the  consummation of the transactions
contemplated  hereby  will:  (i) violate any  provision  of the  certificate  of
incorporation or By-laws of Buyer; (ii) violate,  conflict with or result in the
breach of any of the terms of,  result in any  modification  of the  effect  of,
otherwise give any other contracting party the right to terminate, or constitute
(or with  notice  or lapse of time or both  constitute)  a  default  under,  any
material  Contract  to which Buyer is a party or by or to which it or its assets
or  Properties  may be bound or  subject;  (iii)  violate  any order,  judgment,
injunction,  award or decree of any Governmental  Authority against,  or binding
upon, or any Contract with, or condition imposed by, any Governmental  Authority
binding  upon,  Buyer or the business,  Properties  or assets of Buyer;  or (iv)
violate any statute,  law or regulation of any jurisdiction as such statute, law
or  regulation  relates  to Buyer or to the  business,  Properties  or assets of
Buyer.

          Section  4.04.  Consents.  No  consent,  license,  approval,  order or
authorization of, or registration,  declaration or filing with, any third party,
including any Governmental  Authority, is required to be obtained, made or given
by or with  respect to Buyer in  connection  with the  execution,  delivery  and
performance  of  this  Agreement  or  the   consummation  of  the   transactions
contemplated hereby other than those set forth on Schedule 4.04.

          Section 4.05. Litigation.  There are no actions,  suits,  proceedings,
claims or legal,  administrative  or arbitration  proceedings or  investigations
pending or, to the Knowledge of Buyer, threatened which question the validity of
this  Agreement or any action taken by Buyer  pursuant to this  Agreement or the
transactions contemplated hereby.


                                      -13-


<PAGE>


          Section 4.06. Finder's Fees. Except for Merger & Acquisition Services,
Inc., all the fees and expenses of which have been paid or will be paid by Buyer
or Affiliates of Buyer, no broker or finder has acted directly or indirectly for
Buyer  or any  of its  Affiliates  in  connection  with  this  Agreement  or the
transactions  contemplated  hereby, nor has Buyer or any of its Affiliates taken
any action in connection  with this Agreement or the  transactions  contemplated
hereby so as to give rise to any valid claim against  Seller for any broker's or
finder's fee or other commission or compensation.

          Section  4.07.  Investment  Purpose.  Buyer is buying  the  Shares for
investment  only  and  not  with  a  view  to  resale  in  connection  with  any
distribution  of any of the  Shares  except in  compliance  with the Act and all
other applicable  securities  laws.  Buyer  understands that the Shares have not
been registered under the Act or under the securities laws of any state and that
the Shares may not be sold, transferred, offered for sale, pledged, hypothecated
or otherwise  disposed of in the absence of an effective  registration under the
Act except pursuant to a valid exemption from such registration.

                                   ARTICLE V.

                            COVENANTS AND AGREEMENTS

          Section 5.01. Conduct of Business of the Company.  Except as otherwise
contemplated by this Agreement or specifically consented to in writing by Buyer,
from the date of this Agreement  through the Closing Date, Seller and MIIX shall
cause the  Company to (i)  maintain  insurance  coverages  consistent  with past
practices,  (ii) comply in all material respects with all applicable Laws, (iii)
preserve and maintain in full force and effect the  Insurance  Licenses and (iv)
perform in all material respects its obligations under all Contracts to which it
is a party or by which it is bound.

          Section 5.02.  Restrictions.  (a) Except as otherwise  contemplated by
this Agreement  (including Section 5.08 hereof) or specifically  consented to in
writing by Buyer,  from the date of this  Agreement  through the  Closing  Date,
Seller and MIIX shall not permit the Company to:

          (i)       amend its Charter or By-laws;

          (ii)      declare or pay any dividend, make any other distributions to
                    Seller, MIIX or any of its Affiliates;

          (iii)     issue any  capital  stock or any  option,  warrant  or right
                    relating  thereto  or any  securities  convertible  into  or
                    exchangeable for any shares of capital stock;

          (iv)      incur  or  assume  any  Liability  for  borrowed   money  or
                    guarantee any such Liability;

          (v)       subject any of its Properties or assets to any Lien;

          (vi)      enter into any agreement or arrangement with Seller, MIIX or
                    any of its Affiliates or any third party;


                                      -14-


<PAGE>


          (vii)     make any change in any method of  accounting  or  accounting
                    practice  or policy  that would be  binding  on the  Company
                    following the Closing Date, other than those required by SAP
                    or any applicable Law;

          (viii)    acquire or agree to acquire by merging or consolidating with
                    any Person or division thereof or otherwise acquire or agree
                    to acquire any assets other than Investment Assets;

          (ix)      enter into any lease of Property;

          (x)       issue or renew any  policies  of  insurance  or  accept  any
                    cessions under any contracts of assumed reinsurance;

          (xi)      enter into any agreement or arrangement of reinsurance; or

          (xii)     agree,  whether in writing  or  otherwise,  to do any of the
                    foregoing.

          (b) Except as  specifically  consented to in writing by Buyer,  Seller
and MIIX shall not, and shall not permit the Company to, take any action or omit
to take any  action  that  would  result  in a breach of any  representation  or
warranty of Seller or MIIX contained in this Agreement.

          Section  5.03.  Access to  Information;  Due  Diligence.  Prior to the
Closing  Date,  Buyer  shall be  entitled,  through  its  employees,  agents and
representatives,   to  make  such  reasonable   investigation   of  the  assets,
liabilities,  financial  condition,  Properties,  business and operations of the
Company as Buyer may  reasonably  deem  necessary or  appropriate,  and for such
purposes to have access to the Books and Records and  Contracts  of the Company,
and  access to the  personnel  of Seller and MIIX with  respect to the  Company,
including an  examination of the corporate  records and minute books,  financial
statements, insurance department filings, reports and examinations, summaries of
pending  litigation,  accounting  and actuarial  methods,  in each case wherever
located, of the Company. Any such investigation, access and examination shall be
conducted  during regular  business hours upon reasonable prior notice and under
other  reasonable  circumstances,  and  Seller,  MIIX,  the  Company  and  their
respective  employees,  agents and  representatives,  including their respective
counsel and  independent  public  accountants,  shall  cooperate  as  reasonably
requested  with such  employees  and  representatives  in  connection  with such
investigation,  access and examination. Until the Closing Date, Buyer shall hold
such  documents and other  material in confidence  unless and until such time as
such information otherwise becomes publicly available,  and, in the event of the
termination of this  Agreement,  upon request by Seller or MIIX shall deliver to
it all documents and other material so obtained by Buyer including all excerpts,
abstracts and copies thereof.

          Section 5.04.  Acquisition  Proposals.  Except as contemplated by this
Agreement or as  specifically  consented  to in writing by Buyer,  from the date
hereof through the Closing Date,  Seller and MIIX shall not and shall not permit
any  of  their  Affiliates  or  any  of  the  officers,  directors,   employees,
representatives  or agents  of  Seller,  MIIX or such  Affiliates,  directly  or
indirectly,  to solicit,  initiate or  participate  in any way in discussions or
negotiations  with, or provide any  information  or assistance to, or enter into
any agreement with, any Person or group of Persons (other than Buyer) concerning
any  acquisition  of  a  substantial   equity  interest  in,  or  in  a  merger,
consolidation,  liquidation,  dissolution of the Company (each,  an "Acquisition
Proposal"),  or assist or participate in,  facilitate or encourage any effort or
attempt by any other  Person to do or seek to do any of the  foregoing.  Each of
Seller and MIIX shall promptly communicate to Buyer the terms of any Acquisition
Proposal which it or any such other Person may receive.

                                      -15-


<PAGE>


          Section 5.05.  Approvals of Governmental  Authorities.  (a) Each party
shall  take,  and shall  cause its  Affiliates  to take,  all  reasonable  steps
necessary or appropriate,  and shall use, and shall cause its Affiliates to use,
commercially  reasonable  efforts,  to obtain as  promptly  as  practicable  all
consents,  approvals,  authorizations,   licenses  and  orders  of  Governmental
Authorities  required to be obtained by such party or any of its  Affiliates  in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement.

          (b) Each party  shall  reasonably  cooperate  in seeking to obtain all
such consents, approvals, authorizations, licenses and orders, and shall provide
and shall cause their  respective  Affiliates to provide,  such  information and
communications to Governmental  Authorities as such Governmental Authorities may
reasonably request in connection therewith.

          Section 5.06. Further Assurances.  On and after the Closing Date, each
of the parties shall  execute,  and shall cause their  respective  Affiliates to
execute,  such reasonable  documents,  instruments and conveyances and take, and
cause their respective  Affiliates to take, such further  reasonable  actions as
may  be  reasonably   required  or  desirable  to  carry  out  the  transactions
contemplated by this  Agreement.  From and after the Closing Date, any notice or
inquiries  received by Seller or MIIX on behalf of the Company  will be promptly
forwarded or referred to Buyer or the Company.

          Section  5.07.  Notification  of  Changes.  (a)  Seller and MIIX shall
promptly  notify Buyer in writing of any event or the  existence of any state of
facts that Seller or MIIX become  aware of prior to the Closing  Date that would
(i) make any of the  representations  and  warranties  of Buyer,  Seller or MIIX
contained in this Agreement untrue or inaccurate or (ii) otherwise  constitute a
Material  Adverse  Effect.  Seller and MIIX shall also promptly  notify Buyer in
writing of any breach by Buyer of any  representation,  warranty  or covenant of
Buyer  contained in this  Agreement that Seller or MIIX become aware of prior to
the Closing Date.

          (b) Buyer  shall  promptly  notify  Seller  and MIIX in writing of any
event or the  existence of any state of facts that Buyer  becomes aware of prior
to the Closing Date that would make any of the representations and warranties of
Buyer,  Seller or MIIX contained in this Agreement  untrue or inaccurate.  Buyer
shall also promptly notify Seller and MIIX in writing of any breach by Seller or
MIIX of any representation,  warranty or covenant of Seller or MIIX contained in
this Agreement that Buyer becomes aware of prior to the Closing Date.

          Section 5.08. Cooperation.  Seller and MIIX agree to take, or cause to
be taken,  all  actions  and to do, or cause to be done,  all things  necessary,
proper or advisable to satisfy all conditions precedent to and to consummate the
transaction contemplated by this Agreement.


                                      -16-


<PAGE>


          Section 5.09.  Performance of Conditions.  Seller and MIIX shall,  and
shall cause the Company to, take all reasonable  steps necessary or appropriate,
and shall use all  commercially  reasonable  efforts,  to effect as  promptly as
practicable the satisfaction of the conditions required to be satisfied in order
for Buyer,  Seller and MIIX to consummate the transactions  contemplated by this
Agreement,  including all conditions set forth in Section 7.01. Buyer shall take
all reasonable  steps necessary or appropriate,  and shall use all  commercially
reasonable efforts, to effect as promptly as practicable the satisfaction of the
conditions  required  to be  satisfied  in order for  Buyer,  Seller and MIIX to
consummate  the  transactions  contemplated  by this  Agreement,  including  all
conditions set forth in Section 7.02.

          Section  5.10.  Court  Approval.  Seller  and  MIIX  shall  use  their
commercially best efforts to obtain Court Approval.

          Section 5.11.  Publicity.  (a) Seller, MIIX and Buyer agree that, from
the date hereof through 60 days following the Closing Date, no public release or
announcement concerning the transactions  contemplated hereby shall be issued by
either party without the prior written consent of the other party (which consent
shall not be unreasonably withheld),  except such release or announcement as may
be required by law, in which case to the extent  practical the party required to
make the release or announcement shall allow the other party three Business Days
(or such  shorter  period of time in order for the  party  required  to make the
announcement to be in compliance  with all applicable  laws and  regulations) to
comment  on such  release or  announcement  in  advance  of such  issuance.  The
foregoing  shall not apply to any  filings  or  submissions  to be made with any
Governmental Authorities pursuant to Section 5.05 herein.

          (b) Seller and MIIX hereby  consent to the  issuance by Buyer of press
releases  substantially in the forms attached hereto as Exhibit A and Exhibit B.

          Section   5.12.   Authority,   Bank   Accounts,   Etc.   Resignations,
appropriately  executed signature cards, and all other  documentation  needed in
preparation  for closing bank and other  investment  accounts of the Company and
deposits  maintained  by  the  Company  with  any  Governmental   Authority,  or
transferring  signature authority therefor,  will be provided to Buyer by Seller
or MIIX upon the Closing.  Seller and MIIX will  reasonably  cooperate  with and
assist  Buyer  in  obtaining,  subsequent  to  the  Closing,  any  statutory  or
regulatory  approvals  required  to enable the  Company to make the  appropriate
closings or transfers,  including transfers of signature  authorization,  and in
providing  all notices  thereof as may be required by  appropriate  Governmental
Authorities.  From and after the Closing,  no agent or officer of Seller or MIIX
shall take any action with respect to any such  accounts or deposits  other than
as may be expressly authorized in writing by Buyer.

                                   ARTICLE VI.

                                      TAXES

Section 6.01.  Tax Returns  Filed and Taxes Paid by Seller and MIIX.  Seller and
MIIX  represent  and warrant to Buyer that:  (i) all Tax Returns  required to be
filed by Seller,  MIIX or the Company on or before the Closing Date with respect
to the  Company  have  been or will be  filed in a timely  manner  (taking  into
account all extensions of due dates);  (ii) all Taxes payable by Seller, MIIX or
the Company  attributable  to the Company that are or were due and payable on or
before  the  Closing  Date  (without  regard to  whether  such  Taxes  have been
assessed)  have  been or will be  timely  paid;  (iii)  except  as set  forth on
Schedule 6.01, no deficiencies for any Taxes for which the Company may be liable
have been  asserted  in a writing  received  by Seller,


                                      -17-


<PAGE>

MIIX or the Company or assessed  against the Company which remain  unpaid;  (iv)
except as set forth on  Schedule  6.01,  the  Company  has not been  notified in
writing by any taxing  authority of any audit or  investigation  with respect to
any  liability for Taxes for which the Company may be liable and with respect to
which the applicable  statute of limitations has not expired;  (v) except as set
forth on Schedule 6.01,  there are no agreements in effect to extend the statute
of limitations for the assessment or collection of any Tax for which the Company
may be liable; and (vi) Seller, MIIX and the Company are members of a group that
will file a federal  consolidated  income tax  return  which  will  include  the
operations of the Company through the Closing Date.

          Section   6.02.   Post-Closing   Access  to  Books  and   Records  and
Cooperation.  After the  Closing,  Seller,  MIIX and Buyer will each  afford (or
cause their  respective  Affiliates  to afford) to the other or to such  other's
representatives  or agents  reasonable  access during normal  business hours (on
terms not  unreasonably  disruptive to the business,  operations or employees of
the party or  parties  of which  access  is  sought)  to the  Books and  Records
pertaining  to taxable  years or periods  ending on or prior to the Closing Date
and to the Company's auditors for the purpose of obtaining  information relating
to Taxes, to the extent such access is reasonably necessary:  (i) to prepare and
complete  any Tax filings  required to be made  hereunder;  (ii) to prosecute or
defend on behalf of the Company litigation  controlled by Seller, MIIX or Buyer,
as the case may be, under Section 6.03 of this  Agreement;  (iii) to comply with
requests made by any Tax authority conducting an audit, investigation or inquiry
relating to the Company's  activities;  and (iv) to satisfy any other request of
Seller,  MIIX or  Buyer,  as the case  may be,  which is  reasonable  under  the
circumstances. Seller and MIIX shall hold in confidence all information obtained
pursuant to this Section 6.02, directly or indirectly (except to the extent that
such information  otherwise becomes public other than through actions of Seller,
MIIX or their  Subsidiaries  or  Affiliates),  and will  not  disclose  any such
information  other than (i) to  directors,  officers,  employees,  and agents of
Seller and MIIX who need to know such  information for the purposes for which it
was obtained and (ii) as required by applicable law or  regulation.  Buyer shall
hold in  confidence  all  information  obtained  pursuant to this Section  6.02,
directly or indirectly,  (except to the extent that such  information  otherwise
becomes  public  other  than  through  actions of Buyer or its  Subsidiaries  or
Affiliates,  including  the Company) and will not disclose any such  information
other than (i) to  directors,  officers,  employees,  and agents of Buyer or the
Company  who need to know such  information  for the  purposes  for which it was
obtained and (ii) as required by applicable law or regulation.

          Section  6.03.  Liability  and  Indemnification  for Taxes and Related
Matters.

          (a) Seller's Liability for Taxes.  Seller and MIIX shall be liable for
all federal income taxes imposed on the Company for periods  through the Closing
Date,  including taxes imposed on the deemed asset sale under Section 338(h)(10)
of the Code.  Seller and MIIX shall also be liable for and shall indemnify Buyer
for all other Taxes,  including any obligation to contribute to the payment of a
Tax  determined on a  consolidated,  combined or unitary basis with respect to a
group of  corporations  that  includes  or  included  the Company (A) imposed on
Seller's  Group (other than the Company) for any taxable year and (B) imposed on
the Company or for which the Company may otherwise be liable (1) for any taxable
year or period that ends on or before the Closing Date,  (2) with respect to any
taxable year or period  beginning  before and ending after the Closing Date, for
the portion of such taxable year or period  ending on the Closing  Date,  or (3)
arising out of a breach or inaccuracy of any representation contained in Section
6.01.

                                      -18-


<PAGE>


          (b) Buyer's  Liability for Taxes.  Buyer shall be liable for and shall
indemnify  Seller and MIIX for the Taxes of the Company for any taxable  year or
period that begins after the Closing Date and,  with respect to any taxable year
or period  beginning  before and ending after the Closing  Date,  the portion of
such taxable year beginning after the Closing Date.

          (c) Taxes for Short Taxable Year.  Seller,  MIIX and Buyer shall close
the  taxable  period of the  Company as of the close of  business on the Closing
Date,  unless such action is prohibited by law. In any case where applicable law
prohibits  the Company  from  closing its taxable year on the Closing Date then,
for purposes of Sections 6.03(a) and 6.03(b),  the determination of the Taxes of
the Company for the portion of the year or period  ending on, and the portion of
the year or period  beginning after, the Closing Date shall be determined on the
basis of an  interim  closing  of the books as of the close of  business  on the
Closing Date, except that exemptions,  allowances, deductions or minimum amounts
that are calculated on an annual basis,  such as the deduction for depreciation,
shall be ratably apportioned on a time basis.

          (d) Adjustment to Purchase Price. Any payment by Buyer, Seller or MIIX
under  Section  6.03  will be an  adjustment  to the  Purchase  Price  unless  a
determination  (as  defined  in Section  1313 of the Code)  with  respect to the
indemnitee  causes any such  payment  not to  constitute  an  adjustment  to the
Purchase Price for federal income tax purposes.

          (e) Preparation and Filing of Tax Returns. Seller and MIIX shall cause
to be prepared and timely  filed,  taking into account all valid  extensions  of
time to file,  all Tax  Returns  of the  Company  (or Tax  Returns  in which the
Company is  required  to be  included)  that are due to be filed for any taxable
years or periods  ending on or before the  Closing  Date.  All such Tax  Returns
shall be  prepared  consistent  with past  practices,  and Seller and MIIX shall
provide Buyer a pro forma copy of each such Tax Return as filed as it relates to
the Company. Seller and MIIX shall pay or cause to be paid all Taxes shown to be
due on Tax Returns that it is  responsible  for  preparing and filing under this
Agreement.

          Buyer shall cause to be prepared and timely filed, taking into account
all valid  extensions of time to file, all non-income Tax Returns of the Company
(or Tax Returns in which the Company is required to be included) that are due to
be filed for any  taxable  years or periods  that begin on or before the Closing
Date and end after the Closing Date  ("Straddle  Period").  Taxes for a Straddle
Period shall be the joint  responsibility of Seller, MIIX and Buyer and shall be
apportioned  between  Seller,  MIIX and Buyer based on an interim closing of the
books.  Buyer shall pay to the appropriate  taxing  authority the full amount of
Taxes  shown on any  Straddle  Period  Tax  Return,  and  Seller  and MIIX shall
promptly  reimburse  Buyer  for  Seller's  and  MIIX's  share  of such  Taxes as
determined under this Section 6.03(e).

          (f) Contest Provisions. Buyer shall promptly notify Seller and MIIX in
writing  upon  receipt by Buyer,  any of Buyer's  Affiliates  or the  Company of
notice of any pending or threatened federal,  state, local or foreign Tax audits
or  assessments  which may affect the Tax  liabilities  of the Company for which
Seller  and MIIX  would be  required  to  indemnify  Buyer  pursuant  to Section
6.03(a),  provided that failure to comply with this  provision  shall not affect
Buyer's  right to  indemnification  hereunder  except to the extent such failure
directly  results in an increase in the amount for which  Seller is liable under
Section  6.03(a).


                                      -19-


<PAGE>


Seller and MIIX shall  promptly  notify Buyer in writing upon receipt by Seller,
MIIX or any of their Affiliates of notice of any pending or threatened  federal,
state,  local or  foreign  Tax  audits or  assessments  which may affect the Tax
liabilities of the Company for which Buyer would be required to indemnify Seller
and MIIX pursuant to Section 6.03(b),  provided that failure to comply with this
provision shall not affect Seller's or MIIX's right to indemnification hereunder
except to the extent such failure  directly results in an increase in the amount
for which Buyer is liable under Section 6.03(b).

          Seller and MIIX shall have the sole right to represent  the  Company's
interests in any Tax audit or  administrative  or court  proceeding  relating to
taxable  years or periods  ending on or before the Closing  Date,  and to employ
counsel of its choice and expense. Notwithstanding the foregoing, in the case of
Taxes other than income  taxes,  Seller and MIIX shall not be entitled to settle
after the Closing Date,  either  administratively  or after the  commencement of
litigation,  any claim for Taxes which would adversely  affect the liability for
Taxes of Buyer or the Company for any period to any extent  (including,  but not
limited to, the  imposition of income Tax  deficiencies,  the reduction of asset
basis or cost  adjustments,  the lengthening of any amortization or depreciation
periods, the denial of amortization or depreciation  deductions or the reduction
of loss or credit carry  forwards)  without the prior written  consent of Buyer.
Such consent shall not be unreasonably  withheld,  and shall not be necessary to
the extent that Seller and MIIX have  indemnified  Buyer  against the effects of
any such settlement.

          Seller and MIIX shall be entitled to  participate at their own expense
in the  defense  of any claim for  Taxes for a year or period  ending  after the
Closing Date which may be subject to indemnification by Seller and MIIX pursuant
to Section  6.03(a) and,  with the written  consent of Buyer and at Seller's and
MIIX's  sole  expense,  may  assume  the  entire  defense  of such Tax  claim if
assumption  of such defense is permitted by law.  Neither  Buyer nor the Company
may agree to settle any Tax claim for the  portion of the year or period  ending
on the Closing  Date which may be the subject of  indemnification  by Seller and
MIIX under Section  6.03(a) without the prior written consent of Seller and MIIX
which consent shall not be unreasonably withheld.

          Buyer shall have the sole right to represent the  Company's  interests
in the  defense  of any claim for Taxes  relating  to  taxable  years or periods
beginning on or after the Closing Date.  Notwithstanding  the foregoing,  in the
case of Taxes  other than  income  taxes,  Buyer shall not be entitled to settle
after the Closing Date,  either  administratively  or after the  commencement of
litigation,  any claim for Taxes which would adversely  affect the liability for
Taxes of Seller,  MIIX or the Company  for any period for which  Seller and MIIX
must indemnify Buyer pursuant to Section 6.03(a) to any extent  (including,  but
not limited to, the  imposition  of income Tax  deficiencies,  the  reduction of
asset  basis  or  cost  adjustments,  the  lengthening  of any  amortization  or
depreciation  periods, the denial of amortization or depreciation  deductions or
the  reduction  of loss or credit  carry  forwards)  without  the prior  written
consent of Seller and MIIX. Such consent shall not be unreasonably withheld, and
shall not be necessary to the extent that Buyer has indemnified  Seller and MIIX
against the effects of any such settlement.

                                      -20-


<PAGE>


          Section 6.04. Section 338(h)(10) Election.

          (a) Buyer,  Seller and MIIX shall make a joint  election under Section
338(h)(10)  of the Code and under any  comparable  or  equivalent  provisions of
state or local law with  respect  to the  purchase  of the  Shares by Buyer (the
"Election").  Seller,  MIIX and  Buyer  shall  report,  in  connection  with the
determination  of Taxes,  the  transactions  contemplated by this Agreement in a
manner consistent with the Election,  including the reasonable  determination of
the fair market  value of the assets of the Company  and the  allocation  of the
deemed  purchase  price  among the assets of the  Company  within the meaning of
Section  338(h)(10)  of  the  Code  and  the  Treasury  Regulations  promulgated
thereunder.

          (b) Buyer shall be responsible  for the  preparation and filing of all
forms and documents required in connection with the Election. In connection with
the  Election,  not later than 60 Business  Days prior to the  required due date
thereof,  Buyer  shall  provide  Seller  and MIIX with  copies of (i) a properly
executed Form 8023A (or any successor form), (ii) all attachments required to be
filed  therewith  pursuant  to  applicable  Treasury  Regulations  and (iii) any
comparable  forms and attachments  with respect to any applicable state or local
elections being made pursuant to the Election. Seller and MIIX shall execute and
deliver  to  Buyer  within  45 days of the  required  due  date  therefor,  such
documents  or forms as are  required  by any Tax laws to properly  complete  the
Election  provided  all  information  required to be  furnished  to the Internal
Revenue  Service  pursuant to the Election  complies  with the  requirements  of
Section  338(h)(10)  of the Code and the said Treasury  Regulations  promulgated
thereunder.  Seller,  MIIX and Buyer shall  cooperate  fully with each other and
make  available  to each  other  such Tax data and other  information  as may be
reasonably  required  by  Seller,  MIIX or Buyer in  order  to  timely  file the
Election and any other  required  statements or schedules.  Buyer shall promptly
execute and deliver to Seller and MIIX any amendments made to Form 8023A (or any
successor  form) (and any  comparable  state and local forms)  subsequent to the
filing of the Election and any attachments  which are required to be filed under
applicable  law,  including any amendments to Form 8023A (or any successor form)
necessitated  by any  indemnification  payments made pursuant to Section 8.01 or
6.03(a).

          (c) Seller and MIIX shall take no action  which is  inconsistent  with
the  requirements  for filing  the  Election  under the Code and the  applicable
Treasury Regulations.

          (d) To the extent permitted by state or local laws, the principles and
procedures  of this  Section  6.04 shall also apply with  respect to any and all
Elections.

          (e) Buyer shall have no liability to Seller or MIIX for, and shall not
be  deemed  to have  indemnified,  under  any  provision  of this  Agreement  or
otherwise,  Seller or MIIX from and  against,  for or in  respect  of, any Taxes
which may be imposed upon or assessed  against Seller or MIIX as a result of the
Election.

          Section 6.05. Survival of Obligations.  The obligations of the parties
set forth in Article 6 shall be  unconditional  and absolute and shall remain in
effect for the period of the relevant  statute of limitations  applicable to the
Taxes at issue.


                                      -21-


<PAGE>


                                  ARTICLE VII.

                            CONDITIONS TO THE CLOSING

          Section  7.01.  Conditions  Precedent  to  Obligation  of  Buyer.  The
obligation of Buyer to consummate the Closing is subject to  satisfaction of the
following conditions on or prior to the Closing Date (unless expressly waived in
writing by Buyer on or prior to the Closing Date):

          (a)  Compliance  by Seller and MIIX.  All of the terms,  covenants and
conditions  of this  Agreement to be complied  with and  performed by Seller and
MIIX on or prior to the Closing Date shall have been complied with and performed
by it in all material respects,  and the  representations and warranties made by
Seller and MIIX in this  Agreement  shall be true and  correct  in all  material
respects on and as of the Closing  Date with the same force and effect as though
such representations and warranties had been made on and as of the Closing Date,
except  that any such  representations  and  warranties  that are  given as of a
particular  date and relate solely to a particular  date or period shall be true
and correct in all material respects as of such date or period.

          (b) Compliance  Certificate.  Seller and MIIX shall deliver to Buyer a
certificate  dated the Closing Date and signed by an executive officer of Seller
certifying  that the  conditions  specified  in  subsection  7.01(a)  have  been
fulfilled.

          (c) No  Injunctions  or Restraints.  No temporary  restraining  order,
preliminary  or permanent  injunction or other order issued by any  Governmental
Authority or other legal restraint or prohibition preventing the consummation of
the Closing shall be in effect.

          (d)  Litigation.  No suit,  action,  investigation,  inquiry  or other
proceeding by any  Governmental  Entity or arbitrator shall be pending which (i)
questions  the  validity or legality of, or seeks to  restrain,  enjoin,  alter,
delay or otherwise prohibit the consummation of the transactions contemplated by
this  Agreement,  (ii) which  could  reasonably  be  expected to have a Material
Adverse  Effect or (iii) which might  impair or otherwise  adversely  affect the
ability of the Company to conduct an  insurance  business in the manner in which
it is being conducted as of December 22, 2004.

          (e) Consents and Approvals. All consents, licenses, approvals, orders,
authorizations,  registrations,  declarations  and filings with,  and notices to
each  Governmental  Authority and each other Person  required in connection with
the consummation of the transactions  contemplated  hereby,  including,  without
limitation,  approval from the New York State Insurance  Department  pursuant to
Section 1506 of the New York Insurance Laws, shall have been duly obtained, made
or given and shall be in full  force and  effect  at the  Closing,  without  the
imposition of any conditions or limitations  that are  unacceptable  to Buyer in
its reasonable discretion. Each of the Insurance Licenses shall be in effect and
in good standing as of the Closing Date.

          (f) Court  Approval.  Seller and MIIX shall  have  delivered  to Buyer
evidence  that  the  Court  approved  the   consummation  of  the   transactions
contemplated by this Agreement ("Court Approval").


                                      -22-


<PAGE>


          (g)  Books  and  Records.  Seller  and  MIIX  shall  deliver  to Buyer
originals or copies of the Books and Records.

          (h) Termination of Agreements. Seller and MIIX shall have delivered to
Buyer evidence,  satisfactory in form and substance to Buyer, that all Scheduled
Contracts  between the Company and Seller or MIIX shall have been  terminated or
assigned to, and assumed by, Seller, or MIIX and Seller or MIIX will have caused
the Company to be fully  released  from all  obligations  and  liabilities  with
respect to such Scheduled Contracts.

          (i)  Adjusted  Statutory  Surplus.  On the  Business  Day  immediately
preceding the Closing Date, Seller and MIIX shall deliver to Buyer a certificate
signed on behalf of MIIX setting forth the Adjusted  Statutory Surplus as of the
close of business on the second Business Day  immediately  preceding the Closing
Date, including a listing of Investment Assets and the Fair Market Value of such
assets.  The parties shall work together in good faith to determine the Adjusted
Statutory Surplus.

          (j)  Resignation of Officers and Directors.  Buyer shall have received
the written  resignation of each officer and director of the Company,  effective
as of the Closing Date.

          (k) No  Material  Adverse  Effect.  During the period from the date of
this Agreement until the Closing Date,  there shall not have occurred a Material
Adverse Effect or any change,  event or state of circumstances or facts that may
reasonably be expected to have a Material Adverse Effect.

          Section 7.02.  Conditions Precedent to Obligations of Seller and MIIX.
The  obligations  of Seller and MIIX to  consummate  the  Closing are subject to
satisfaction of the following conditions on or prior to the Closing Date (unless
expressly waived in writing by Seller and MIIX on or prior to the Closing Date):

          (a) Compliance by Buyer. All of the terms, covenants and conditions of
this  Agreement  to be complied  with and  performed by Buyer on or prior to the
Closing Date shall have been  complied  with and performed by it in all material
respects, and the representations and warranties made by Buyer in this Agreement
shall be true and correct in all material respects on and as of the Closing Date
with the same force and effect as though such representations and warranties had
been made on and as of the Closing  Date,  except that any such  representations
and  warranties  that are given as of a particular  date and relate  solely to a
particular date or period shall be true and correct in all material  respects as
of such date or period.

          (b) Compliance  Certificate.  Buyer shall deliver to Seller and MIIX a
certificate  dated the Closing Date and signed by an executive  officer of Buyer
certifying that the conditions specified in subsection 7.02 have been fulfilled.

          (c) No  Injunctions  or Restraints.  No temporary  restraining  order,
preliminary  or permanent  injunction or other order issued by any  Governmental
Authority or other legal restraint or prohibition preventing the consummation of
the Closing shall be in effect.

          (d) Consents and Approvals. All consents, licenses, approvals, orders,
authorizations,  registrations,  declarations  and filings with, and notices to,
each  Governmental  Authority and each other Person  required in connection with
the consummation of the transactions  contemplated  hereby,  including,  without
limitation,  approval from the New York State Insurance  Department  pursuant to
Section 1506 of the New York Insurance Laws, shall have been duly obtained, made
or given and shall be in full  force and  effect  at the  Closing,  without  the
imposition of any conditions or limitations  that are  unacceptable to Seller in
its reasonable discretion.


                                      -23-


<PAGE>


          (e) Court Approval. Seller shall have received Court Approval.

          (f) Corporate Action.

          (i)  Seller  shall  have  received  from  Buyer a  certificate  of the
Secretary or Assistant  Secretary of Buyer  certifying as to the  incumbency and
signatures of the officers of Buyer executing this Agreement.

          (ii) Seller shall have received from Buyer resolutions of the Board of
Directors of Buyer,  certified by the Secretary or Assistant Secretary of Buyer,
approving  and  authorizing  the  execution,  delivery and  performance  of this
Agreement and the consummation of the transactions contemplated hereby.

                                  ARTICLE VIII.

                                 INDEMNIFICATION

          Section 8.01. Indemnification by Seller and MIIX.

          (a)  Seller  and MIIX  hereby  agree  to  indemnify,  defend  and hold
harmless  Buyer  and  the  Company  and  their  respective  managers,  officers,
directors, employees,  Affiliates, agents, successors and assigns (collectively,
the "Buyer  Indemnitees")  from and  against,  for and in respect of any and all
Losses which any of them may sustain based upon,  arising out of or otherwise in
respect  of  (i)  any  actual  or  alleged   inaccuracy  in  or  breach  of  any
representation  or warranty of Seller and MIIX contained in this Agreement or in
any schedule,  or in any certificate,  instrument or other document delivered in
connection with the Closing or (ii) any actual or alleged breach of any covenant
or agreement  of Seller and MIIX  contained  in this  Agreement  (other than the
covenants  of  Seller  and MIIX  contained  in  Article  6, the  indemnification
obligations of which are governed by Article 6).

          (b) For purposes hereof, "Loss" and/or "Losses" shall mean any and all
losses,  liabilities,   damages,  deficiencies,  costs  or  expenses,  including
interest,   penalties  and  reasonable  attorneys'  and  accountants'  fees  and
disbursements,  after deducting all amounts received by the indemnified party as
a recovery under any insurance policy or bond.

          (c) Promptly after receipt by Buyer of notice of (i) any demand, claim
or circumstances  which,  with the lapse of time, would give rise to a Loss with
respect  to  which a Buyer  Indemnitee  would  be  entitled  to  indemnification
pursuant  to this  Section  8.01 or  (ii)  any  claim  or the  commencement  (or
threatened  commencement)  of  any  action,   proceeding  or  investigation  (an
"Asserted  Liability")  that may result in a Loss with  respect to which a Buyer
Indemnitee would be entitled to  indemnification  pursuant to this Section 8.01,
Buyer shall give notice  thereof to Seller and MIIX,  describing  in  reasonable
detail such demand, claim,  circumstances or Asserted Liability and the specific
circumstances  thereof,  and indicating the amount (estimated,  if necessary) of
the Loss that has been or may be suffered by such Buyer Indemnitee in connection
therewith.   Buyer's  failure  to  give  notice  of  any  such  demand,   claim,
circumstances  or Asserted  Liability to Seller and MIIX in a prompt manner will
not be  deemed a  waiver  of the  Buyer  Indemnitee's  right to  indemnification
hereunder for Losses in connection  herewith,  but the amount of indemnification
to which the Buyer  Indemnitee  is entitled  shall be reduced by the amount,  if
any, by which the Buyer Indemnitee's Losses would have been less had such notice
been given promptly.

                                      -24-


<PAGE>


          Section 8.02. Buyer's Obligation to Indemnify.

          (a) Buyer hereby agrees to indemnify, defend and hold harmless Seller,
MIIX and their officers, directors,  employees,  Affiliates,  agents, successors
and assigns  (collectively,  the "Seller Indemnitees") from and against, for and
in respect  of any and all  Losses  which any of them may  sustain  based  upon,
arising out of or otherwise  in respect of (i) any actual or alleged  inaccuracy
in or  breach of any  representation  or  warranty  of Buyer  contained  in this
Agreement  or in  any  schedule,  or in any  certificate,  instrument  or  other
document  delivered in connection with the Closing or (ii) any actual or alleged
breach of any covenant or agreement of Buyer contained in this Agreement  (other
than  the  covenant  of  Buyer  contained  in  Article  6,  the  indemnification
obligations of which are governed by Article 6).

          (b)  Promptly  after  receipt  by Seller and MIIX of notice of (i) any
demand, claim or circumstances which, with the lapse of time, would give rise to
a Loss  with  respect  to  which  a  Seller  Indemnitee  would  be  entitled  to
indemnification pursuant to this Section 8.02 or (ii) an Asserted Liability that
may result in a Loss with respect to which a Seller Indemnitee would be entitled
to  indemnification  pursuant to this Section  8.02,  Seller and MIIX shall give
notice  thereof to Buyer,  describing in reasonable  detail such demand,  claim,
circumstances or Asserted Liability and the specific  circumstances thereof, and
indicating the amount (estimated, if necessary) of the Loss that has been or may
be suffered by such Seller  Indemnitee  in  connection  therewith.  Seller's and
MIIX's  failure  to give  notice of any such  demand,  claim,  circumstances  or
Asserted  Liability  to Buyer in a prompt  manner will not be deemed a waiver of
the  Seller  Indemnitee's  right to  indemnification  hereunder  for  Losses  in
connection  herewith,  but the  amount of  indemnification  to which the  Seller
Indemnitee  is  entitled  shall be reduced by the  amount,  if any, by which the
Seller  Indemnitee's  Losses  would  have been less had such  notice  been given
promptly.

          Section 8.03.  Right to Contest Third Party Claims.  The  indemnifying
party shall have the right,  upon written notice to the  indemnified  party,  to
investigate, contest, defend or settle any Asserted Liability that may result in
a  Loss  with   respect  to  which  the   indemnified   party  is   entitled  to
indemnification pursuant to this Article 8; provided, that the indemnified party
may, at its option and at its own  expense,  participate  in the  investigation,
contesting,  defense  or  settlement  of any  such  Asserted  Liability  through
representatives and counsel of its own choosing; and, provided further, that the
indemnifying   party  shall  not  settle  any  Asserted  Liability  unless  such
settlement is on exclusively  monetary terms or the indemnified party shall have
consented  to the terms of such  settlement.  Unless and until the  indemnifying
party elects to defend the Asserted Liability,  the indemnified party shall have
the right, at its option and at the expense of the indemnifying  party, to do so
in such a manner as it deems  appropriate.  Except as otherwise  provided in the
first sentence of this Section 8.03, the indemnifying party shall bear all costs
of defending any Asserted Liability.

                                      -25-


<PAGE>


          Section 8.04.  Indemnification for Taxes.  Notwithstanding anything in
this Article 8 to the  contrary,  any  indemnifiable  Loss or third party claims
based on, attributable to or resulting from any  misrepresentation or the breach
or  inaccuracy  of any  representation  or  warranty  made by Seller and MIIX in
Article 6, or the failure to comply with any  covenant or  agreement on the part
of the parties  hereto  contained in Article 6, will be governed  exclusively by
Article 6.

          Section  8.05.  Exclusive  Remedy.  From and  after the  Closing,  the
indemnification  provided  under this  Article 8 shall be Buyer's,  Seller's and
MIIX's (and their  Affiliate's)  sole and exclusive  remedies,  each against the
other, based on, attributable to or resulting from any  misrepresentation or the
breach  or  inaccuracy  of any  representation  or  warranty  contained  in this
Agreement or the failure to comply with any covenant or agreement on the part of
the parties hereto contained in this Agreement.

                                   ARTICLE IX.

                                   TERMINATION

          Section  9.01.  Termination.  This  Agreement may be terminated at any
time prior to the Closing:  (i) by mutual  written  consent of Seller,  MIIX and
Buyer or (ii) by  either  Buyer,  Seller or MIIX if the  Closing  shall not have
occurred on or before December 31, 2005;  provided,  however,  that the right to
terminate  this  Agreement  under Section  9.01(ii) will not be available to any
party whose failure to fulfill any obligation  under this Agreement has been the
cause of, or resulted  in, the failure of the Closing to occur on or before such
date.

          Section 9.02.  Effect of Termination.  If this Agreement is terminated
pursuant to Section 9.01, this Agreement shall become void and of no effect with
no  liability  on the part of any party  hereto,  except with respect to Section
11.10 and the  confidentiality  provisions  set forth in Section 5.03 and except
that nothing  herein will relieve any party from  liability for any prior breach
of this Agreement.

                                   ARTICLE X.

                                    SURVIVAL

          Notwithstanding any right of Buyer to fully investigate the affairs of
the  Company  and   notwithstanding   any  Knowledge  of  facts   determined  or
determinable by Buyer pursuant to such  investigation or right of investigation,
Buyer has the  right to rely  fully  upon the  representations  and  warranties,
covenants and  agreements of Seller and MIIX  contained in this  Agreement or in
any other  certificate or instrument  delivered at the Closing.  Notwithstanding
any right of Seller or MIIX to fully  investigate the affairs of the Company and
notwithstanding  any Knowledge of facts  determined or determinable by Seller or
MIIX pursuant to such  investigation or right of investigation,  Seller and MIIX
have the right to rely fully upon the representations and warranties,  covenants
and agreements of Buyer contained in this Agreement or in any other  certificate
or  instrument  delivered  at  the  Closing.  Each  of the  representations  and
warranties,  covenants  and  agreements  of  Seller,  MIIX and Buyer  under this
Agreement  will survive the  execution  and delivery of this  Agreement  and the
Closing and remain in effect until the expiration of the  applicable  statute of
limitations  period for any claims  made in respect of the  matters  referred to
therein.

                                      -26-

<PAGE>


                                  ARTICLE XI.

                            MISCELLANEOUS PROVISIONS

          Section  11.01.  Corporate  Records.  Seller and MIIX shall provide to
Buyer and cause  their  Affiliates  to provide  access to records of the Company
retained  by  Seller  or MIIX to the  extent  reasonably  required  for Buyer to
prepare and file financial and regulatory  reports.  Any such access shall be in
accordance  with the conditions  specified in Section 5.03 as to cooperation and
the conduct of any investigation, access or examination.

          Section  11.02.  Headings.  The  headings  in this  Agreement  are for
reference only, and shall not affect the interpretation of this Agreement.

          Section  11.03.  Schedules.  The Schedules to this  Agreement that are
specifically  referred  to herein are a part of this  Agreement  as if fully set
forth  herein.  All  references  herein  to  Articles,  Sections,   subsections,
paragraphs,  subparagraphs,  clauses and Schedules shall be deemed references to
such parts of this Agreement, unless the context shall otherwise require.

          Section  11.04.  Waivers  and  Amendments;  Non-Contractual  Remedies;
Preservation of Remedies. This Agreement may be amended,  superseded,  canceled,
renewed or  extended,  and the terms  hereof  may be  waived,  only by a written
instrument  signed by each of the  parties  or, in the case of a waiver,  by the
party waiving  compliance.  No delay on the part of any party in exercising  any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any right,  power or  privilege,  nor any
single or partial exercise of any such right,  power or privilege,  preclude any
further  exercise  thereof or the  exercise  of any other such  right,  power or
privilege.  The rights and remedies  herein  provided are cumulative and are not
exclusive of any rights or remedies that any party may otherwise  have at law or
in equity.

          Section  11.05.  Entire  Agreement.  This  Agreement and its Schedules
constitute  the entire  agreement  between  the parties  hereto  relating to the
subject  matter hereof and supersede all prior and  contemporaneous  agreements,
understandings,  negotiations and discussions,  whether oral or written,  of the
parties,  and there are no general or specific  warranties,  representations  or
other agreements by or among the parties in connection with the entering into of
this Agreement or the subject matter hereof except as specifically  set forth or
contemplated herein.

          Section 11.06.  Governing Law. This Agreement shall be governed by and
construed in accordance with the Laws of the State of New Jersey  (regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws).

          Section 11.07. Binding Effect; No Assignment.  This Agreement shall be
binding  upon and inure to the  benefit  of the  parties  and  their  respective
successors, assigns and legal representatives,  whether by merger, consolidation
or otherwise.  This Agreement may not be assigned by any party without the prior
written  consent of the other  parties  hereto;  provided,  however,  that Buyer
retains the right to assign this Agreement,  in whole or in part, to one or more
of Buyer's wholly-owned Subsidiaries.

                                      -27-

<PAGE>


          Section 11.08. Notices. Any notice or other communication  required or
permitted  hereunder  shall be in writing and shall be deemed given if delivered
personally,  by facsimile  (which is  confirmed)  or sent by  overnight  courier
(providing proof of delivery), to the parties at the following address:

                           if to Seller or MIIX, to:

                           MIIX Insurance Company in Rehabilitation
                           P.O. Box 39
                           102 Front Street
                           Riverside, NJ 08075
                           Facsimile: (856) 764-1659
                           Telephone: (866) 670-6449 ext. 332
                           Attention: Kenneth Watson

                           With a copy to:

                           MIIX Insurance Company in Rehabilitation
                           P.O. Box 39
                           102 Front Street
                           Riverside, NJ 08075
                           Facsimile: (856) 764-1659
                           Telephone: (866) 670-6449 ext. 333
                           Attention: Richard Moore

                           if to Buyer, to:

                           Tower Group, Inc.
                           120 Broadway, 14th Floor
                           New York, NY 10271
                           Facsimile: (212) 655-2199
                           Telephone: (212) 655-2000
                           Attention:  Steven G. Fauth

                           With a copy to:

                           LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                           125 West 55th Street
                           New York, NY  10019-5389
                           Facsimile: (212) 424-8500
                           Telephone: (212) 424-8000
                           Donald B. Henderson, Jr.

                                      -28-


<PAGE>


          Any party may, by notice given in  accordance  with this Section 11.08
to the other parties, designate another address or Person for receipt of notices
hereunder provided that notice of such a change shall be effective upon receipt.

          Section  11.09.  Counterparts.  This  Agreement may be executed by the
parties  hereto in separate  counterparts,  each of which when so  executed  and
delivered  shall  be an  original,  but all  such  counterparts  shall  together
constitute one and the same instrument.

          Section 11.10. Expenses.  Whether or not the transactions contemplated
hereby are consummated,  all costs and expenses incurred in connection with this
Agreement and transactions  contemplated hereby, including all fees and expenses
of agents, representatives, counsel, actuaries and accountants, shall be paid by
the party incurring such costs or expenses.

          Section   11.11.   No   Joint   Venture   or   Partnership   Intended.
Notwithstanding  anything herein to the contrary, the parties hereby acknowledge
and agree that it is their  intention and  understanding  that the  transactions
contemplated  hereby do not in any way  constitute  or imply the  formation of a
joint venture or partnership between Buyer, Seller and MIIX.

          Section  11.12.  Severability.  If any term,  provision,  covenant  or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid,  void or unenforceable,  Seller,  MIIX and Buyer direct that such court
interpret  and apply the  remainder  of this  Agreement  in the  manner  that it
determines  most  closely   effectuates  their  intent  in  entering  into  this
Agreement,  and  in  doing  so  particularly  take  into  account  the  relative
importance of the term,  provision,  covenant or restriction being held invalid,
void or unenforceable.

          Section  11.13.  No Third  Party  Beneficiaries.  Except as  otherwise
specifically  provided in Article 8,  nothing in this  Agreement  is intended or
shall be  construed  to give any  Person  (including,  but not  limited  to, the
employees of Seller,  MIIX or their Affiliates),  other than the parties hereto,
their successors and permitted assigns,  any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.

          Section   11.14.   Interpretation.   Whenever  the  words   "include,"
"includes," or "including," are used in this Agreement,  they shall be deemed to
be followed by the words "without limitation."

          Section  11.15.   Negotiated   Agreement.   This  Agreement  has  been
negotiated  by the  parties  and the fact that the  initial and final draft will
have been prepared by either party will not give rise to any  presumption for or
against  any party to this  Agreement  or be used in any respect or forum in the
construction or interpretation of this Agreement or any of its provisions.

          Section  11.16.  Dollar  References.  All  dollar  references  in this
Agreement are to, and all  transactions  under this  Agreement  shall be, in the
currency of the United States.

                                      -29-


<PAGE>


          IN WITNESS  WHEREOF,  each of the parties has caused this Agreement to
be executed on its behalf by its officers  thereunto duly authorized,  all as of
the day and year first above written.

                                           LAWRENCEVILLE HOLDINGS, INC.



                                        By: /s/ Kenneth Watson
                                           -------------------------------------
                                           Name:  Kenneth Watson
                                           Title: Assistant Deputy Rehabilitator


                                           MIIX INSURANCE COMPANY IN
                                           REHABILITATION



                                        By: /s/ Kenneth Watson
                                           -------------------------------------
                                           Name:  Kenneth Watson
                                           Title: Assistant Deputy Rehabilitator


                                           TOWER GROUP, INC.



                                        By: /s/ Steven G. Fauth
                                           -------------------------------------
                                           Name:  Steven G. Fauth
                                           Title: Secretary










<PAGE>



                                  Schedule 3.01

Jurisdictions:
--------------

    1. New York

    2. New Jersey (limitations on license attached)



<PAGE>



                                  Schedule 3.08

Seller Consents:
----------------

    1. Superior Court of New Jersey, Chancery Division, Mercer County



<PAGE>



                                  Schedule 3.10

Litigation:
-----------

    None.


<PAGE>



                                  Schedule 3.11

Insurance Licenses:
-------------------

    Company is not aware of any event(s)  that could  reasonably  be expected to
    result in revocation, suspension, lapse or limitation of any license.


<PAGE>



                                  Schedule 3.12

Contracts:
----------

    None.


<PAGE>


                                  Schedule 3.16

Regulatory Filings:
-------------------

    First Quarter, 2005 Outstanding


<PAGE>



                                  Schedule 3.23

Security Deposits:
------------------

                                                            As of April 30, 2005

     Bonds
     Cusip            Description              Maturity    Rate       Market
     -----            -----------              --------    ----       ------

912827 7F 3     United States Treasury Notes  11/15/2006  3.500%   $1,798,812.00
912827 W8 1     United States Treasury Notes   2/15/2006  5.625%   $3,405,745.20
                                                                  --------------
                         Bonds                                     $5,204,557.20

Short Term Investments
----------------------
                Commerce Capital Treasury Obligations              $2,233,412.87
                                                                  --------------
                  Short Term Investments                           $2,233,412.87

                Total on Deposit with New York                     $7,437,970.07
                                                                  ==============



<PAGE>



                                  Schedule 3.24

Powers of Attorney; Guarantees:
-------------------------------

    None.


<PAGE>



                                  Schedule 3.25

Bank Accounts:
--------------


Commerce Bank     #6126001-Superintendent  of Insurance of the State of New York
                           FBO MIIX  Insurance  Company of New York Capital
                           Management Trust Fund

Commerce Bank     #6126002-Superintendent  of Insurance of the State of New York
                           in  Trust  for the  Security  of the  policyholders
                           of MIIX Insurance Company of New York

Calvert           #6082031-MIIX Insurance Company of New York c/o
                           Asset Management



<PAGE>



                                  Schedule 3.26

Reinsurance Contracts:
----------------------

    None.


<PAGE>



                                  Schedule 4.04

Buyer Consents:
---------------

    1. New York State Insurance Department


<PAGE>



                                  Schedule 6.01

Tax Deficiencies:
-----------------

    None.