CONSENT TO TERMINATION OF STOCK PURCHASE AGREEMENT AND STOCK ESCROW AGREEMENT

Exhibit 6

CONSENT TO TERMINATION OF

STOCK PURCHASE AGREEMENT

AND STOCK ESCROW AGREEMENT

This Consent to Termination of Stock Purchase Agreement and Stock Escrow Agreement (“Termination”) is made as of August 31, 2005, by and among the undersigned shareholders (collectively, the “Sellers”) and American Physicians Assurance Corporation, a Michigan stock insurance corporation (the “Purchaser”).

WHEREAS, Sellers and Purchaser are parties to a Stock Purchase Agreement, dated September 17, 2004, as amended (the “Purchase Agreement”) and a Stock Escrow Agreement, dated September 17, 2004, as amended (the “Escrow Agreement”) (the Purchase Agreement and the Escrow Agreement are collectively referred to herein as the “Agreements”);

WHEREAS, Sellers and Purchaser desire to terminate the Agreements;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1. Each of the Agreements is hereby terminated and no longer of any effect as of the date first above written. Purchaser and the Sellers no longer have any rights or obligations under the Agreements and all transactions contemplated thereby are abandoned.

2. Each of Purchaser and Sellers acknowledges the absence of any breach of any provision of the Agreements by any other party thereto and releases and discharges each other party thereto from any and all claims, demands, damages, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, resulting or to result from or under or out of the Agreements and/or the terminations thereof.

3. As of the time immediately prior to the termination of the Escrow Agreement, Purchaser and Sellers hereby direct Xxxxxx Xxxxxxx PLLC, the Escrow Agent thereunder, to release from the Stock Escrow Agreement the certificates subject to the Escrow Agreement to the custody of Whyte, Hirschboeck, Xxxxx S.C., legal counsel for Xxxx Health Systems, Inc. and acknowledge that the condition set forth in Section 8 of the Escrow Agreement has been satisfied. This Termination shall constitute a “Joint Written Direction” (as defined in the Stock Escrow Agreement) and shall be delivered to Xxxxxx Xxxxxxx PLLC.

4. This Termination may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5. All costs and expenses incurred in connection herewith or in connection with the transactions contemplated by this Termination, including costs associated with the prosecution or defense of any action, suit or proceeding, shall be paid by the party incurring such costs and expenses.

IN WITNESS WHEREOF, the parties hereto have caused this Termination to be signed by themselves or their respective officers thereunto duly authorized as of the date first written above.

SELLERS:				NORTHPOINT MEDICAL GROUP, LTD.
XXXX HEALTH SYSTEMS, INC.
By:		/s/ XXXXX X. XXXX, M.D.		By:		/s/ XXXXXXX XXXX
Name and Title: Xxxxx X. Xxxx, M.D.				Name and Title: President
CEO and Chairman of the Board
				PURCHASER:
MERCY HEALTH SYSTEM CORPORATION				AMERICAN PHYSICIANS ASSURANCE CORPORATION
By:		/s/ XXXXXX XXXXXX		By:		/s/ R. XXXXX XXXXXXX
Name and Title: Xxxxxx Xxxxxx				Name and Title: President and CEO
Vice President
XXXXX X. XXXX, FOR HIMSELF, AS CUSTODIAN FOR XXXXX X. XXXX UWIUTMA AND AS TRUSTEE FOR EMERGENCY RESOURCES GROUP 401(K) PLAN
/s/ XXXXX X. XXXX
Xxxxx X. Xxxx
AURORA MEDICAL GROUP, INC.
By:		/s/ XXXXXX X. XXXXXX
Name and Title: Xxxxxx X. Xxxxxx
Secretary/Treasurer
THE MONROE CLINIC, INC.
By:		/s/ XXXXXXX X. XXXXXXX
Name and Title: President and CEO

2