Exhibit 10.1

                          SECOND MODIFICATION AGREEMENT

      This MODIFICATION AGREEMENT ("Modification") is entered into this ___ day
of September, 2004 by and among Federated Premium Finance, Inc. as seller (the
"Seller"), and Westchester Premium Acceptance Corporation ("WPAC").

WITNESSETH;

      WHEREAS, pursuant to that certain Sale and Assignment Agreement dated as
of September 30, 2001 by and among WPAC and the Seller (the "Agreement"), WPAC
agrees to purchase, and Seller agrees to sell Eligible Premium; and

      WHEREAS, Seller and WPAC have entered into that certain other Modification
dated September 30, 2002; and

      WHEREAS, all capitalized terms used herein and not otherwise defined in
the Agreement shall have the meaning set forth herein; and

      WHEREAS, Seller and WPAC desire to modify and amend the Agreement as
hereinafter set forth.

      NOW, THEREFORE, in consideration of the covenants, conditions and
agreements contained in the Agreement, the parties hereto intending to be
legally bound, hereby agree as follows:

      1. Term. The term "Term" as defined in Schedule A of the Agreement is
hereby amended in its entirety to read as follows:

            "Term" means the term of this Agreement commencing on the Effective
            Date and, if not earlier terminated as provided in this Agreement,
            terminating on September 30, 2007.

      2. Advance Rate. The term "Advance Rate" as defined in Schedule A of the
Agreement is hereby amended in its entirety to read as follows:

            "Advance Rate" Federated will be eligible to receive advances equal
            to the LOWER of 90.0% of each eligible receivable principal balance
            or an Eligible Receivable principal balance less the Reserves
            applicable to such Eligible Premium Receivable. Advances will be
            available as frequently as daily.

      3. Maximum Purchase Commitment. The term "Maximum Purchase Commitment" as
defined in Schedule A of the Agreement is hereby amended in its entirety to read
as follows:

            "Maximum Purchase Commitment" shall be $4,000,000 which shall be
            initially set at $2,000,000 and increased in $500,000 increments at
            the written request of the Seller and accepted at the sole
            discretion of WPAC.

      4. Interest Rate. The term "Interest Rate" as defined in the Schedule A of
the Agreement is hereby amended in its entirety to read as follows:

            "Interest Rate" shall be equal to the Greater of 5.75% or a floating
            rate of interest equal to the Prime Rate plus a spread "Spread"
            determined as follows:


 Low Rated                          Resulting Spread      Member of 21st
 Insurance Company Ratio            Over Prime            Century is rated < "B"
 -----------------------            ----------            ----------------------

 15.0% or less                      1.25%                      1.75%
 Above 15.0% and Below 25.0%        1.50%                      2.00%
 Above 25.0% and Below 50.0%        1.75%                      2.25%
 Above 50.0% and Below 65.0%        2.00%                      2.50%
 Above 65.0%                        2.75%                      3.25%

            The Low Rated Insurance Company Ratio shall be calculated by WPAC
            not later than three (3) business days prior to the end of each
            calendar month, and the applicable ratio shall apply for the next
            month immediately following the date of calculation. The Low Rated
            Insurance Company Ratio and resulting spread over Prime shall be
            communicated to Seller by notice via mail, overnight delivery,
            facsimile, or other electronic means.

      5. Tangible Net Worth. The term "Tangible Net Worth" as defined in the
Schedule A of the Agreement is hereby amended in its entirety to read as
follows:

            "Tangible Net Worth" shall not be less than $3,000,000.

      6. Loss Ratio Trigger. The term "Loss Ratio Trigger" shall be added to the
Schedule A of the Agreement to read in its entirety:

            "Loss Ratio Trigger" shall mean for any consecutive three month
            period the percentage resulting from dividing (a) Loss incurred in
            such three month period by (b) the average Flatiron funding
            principal balance for such three month period. Advances under the
            Funding Documents shall be subject to the portfolio of Premium
            Receivables producing a Loss Ratio which does not exceed 5.0%.

      7. Audit Fees. The term "Audit Fees" shall be added to the Schedule A of
the Agreement to read in its entirety:

            "Audit Fees" shall be $2,000.00 per year payable monthly in arrears
            in equal installments of $166.66 per month.

      8. Static Pool Cancellation Rate Trigger. The term "Static Pool
Cancellation Rate Trigger as defined in the Schedule A of the Agreement is
hereby amended in its entirety to read as follows:

            "Static Pool Cancellation Rate Trigger" shall be Fifty Percent
            (50.0%).

      9. Insurance Company Concentration Limits. The concentration limits
described in Schedule B Section 2a of the Agreement is hereby amended to include
the following sentence:

            Seminole Casualty Insurance Company shall be allowed a maximum
            allowable concentration of eligible Premium Receivable of $750,000
            with the individual advance rate as provided in the Funding
            Documents, based on its AM Best rating.

            Federated National Insurance (if rating is lowered from the current
            AM Best B rating) to a rating C or better shall be allowed the
            lesser of 30% maximum allowable concentration of eligible Premium
            Receivable or $750,000. If Federated National's AM Best rating falls
            below a C, the maximum allowable concentration will be 0%.


      10. Insurance Companies Not Eligible. The description of ineligible
insurance companies in Schedule B Section 2b of the Agreement is hereby amended
to include the following insurance companies deemed ineligible:

            American Colonial Insurance Company Inc.
            American Skyhawk Insurance Company
            Amstar Insurance Company
            Ocean Harbor Casualty Insurance Company
            Southern Group Indemnity, Inc.
            United Automobile Insurance Company
            Universal Property & Casualty Insurance Company

      11. FPF, Inc. The entity FPF, Inc. ("FPF") shall hereby be changed in all
instances and occurrences in the Agreement to be Westchester Premium Acceptance
Corporation ("WPAC") whose address is 950 Seventeenth Street, Suite 1300,
Denver, Colorado 80202.

      12. Agreement Ratification. All terms, conditions and covenants of the
Agreement, not otherwise modified herein, are hereby ratified and confirmed and
this Modification, when executed by the parties hereto, shall become a part of
the Agreement and shall have the same force and effect as if the terms and
conditions hereof were originally incorporated in the Agreement prior to the
execution thereof.

      IN WITNESS WHEREOF, this Modification Agreement is executed by the
undersigned parties as of the day and year first set forth above.

                                   SELLER:

                                   By  /s/ STEPHEN C. YOUNG
                                       ------------------------------------
                                   Name:   Stephen C. Young
                                          ---------------------------------
                                   Title:  President
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                                   Westchester Premium Acceptance Corporation

                                   By
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                                   Name:
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                                   Title:
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