Registrar And Transfer Agent Agreement

Exhibit 10.14


REGISTRAR AND TRANSFER AGENT AGREEMENT
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THIS AGREEMENT is made the first day of January, Two Thousand and One


BETWEEN:


AMERINST INSURANCE GROUP, LTD., a company incorporated in and under the laws of Bermuda and having its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, (hereinafter called the "Company") of the first part;


BUTTERFIELD CORPORATE SERVICES LIMITED, a company incorporated in and under the laws of Bermuda and having its registered office at 65 Front Street, Hamilton, Bermuda, (hereinafter called the "Registrar") of the second part.


WHEREAS:


(A) The Company has been incorporated with the principal object to carry on
business as an insurance company.


(B) The Company is desirous of being provided with the services of a registrar
and transfer agent and the Registrar is desirous of providing those
services.


NOW IT IS HEREBY AGREED as follows:-


1. The Company HEREBY APPOINTS the Registrar and the Registrar HEREBY AGREES
to act as registrar and transfer agent of the Company from the date hereof
upon the terms and conditions hereinafter appearing.


2. (1) The Registrar shall keep a register of the holders of shares of the
Company (the "Register") in accordance with the laws of the Bermuda
and the Bye-Laws of the Company and there shall be entered in such
Register:-


(a) the name and address of such Holder;


(b) the number of shares held by each such Holder and the distinctive
numbers of the certificate or certificates issued in respect
thereof;


(c) the date on which the name of each such Holder was entered in
respect of the shares standing in his name and where he became a
holder of shares by


virtue of an instrument of transfer a sufficient reference to
enable the name and address of the transferor to be identified;
and


(d) the date on which any transfer was registered and the name and
address of the transferee.


(2) The Registrar shall:-


(a) maintain the Register at its offices in Bermuda in such form and
in such manner as notified to the Company and shall permit no
alteration in the location of the Register without the written
consent of the Company;


(b) make the Register available for inspection as required by law or
by the Bye-Laws and supply copies of the Register or of any part
thereof within the period allowed by law charging therefore a fee
to be paid to and retained by the Registrar such fee not to
exceed the amount permitted by law (or by the Bye-Laws);


(c) supply to the Company such information or explanation as it may
require in relation to the Register and the conduct thereof and
all subsidiary documents and records;


(d) prepare and seal on behalf of the Company new certificates and
balance certificates and procure that certificates for shares in
the Company shall be issued or cancelled only in accordance with
the provisions of the Bye-Laws;


(e) maintain a record of dividend mandates (if any) and other
instructions regarding shares of the Company;


(f) take or procure that there are taken reasonable and proper
precautions for the safe custody of the Register, of share
certificates (blank or otherwise) of the Company pending issue,
of share certificates tendered for exchange, replacement,
conversion, redemption or transfer by the holders thereof, of
share transfer forms tendered to the Registrar and of all other
documents held by it in performance of its duties hereunder;


(g) accept and keep (for not less than six years) certificates
tendered for replacement or transfer by the holders thereof in
accordance with the Bye-Laws and the requirements of the laws of
the Bermuda;


(h) deal with requests for the issue, transfer, redemption and/or
purchase of shares in the Company in accordance with the
provisions of this Agreement and the Bye-Laws;


(i) carry out the issue and redemption of shares as approved by the
Board from time to time in accordance with the instructions of
the Company, the Bye-Laws and the requirements of the laws of the
Bermuda;


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(j) carry out the registration of transfers of shares in accordance
with the Bye-Laws;


(k) provide such facilities as may from time to time be necessary
with respect to the replacement or transfer of shares of the
Company;


(l) on behalf of the Company deal with the reply to all
correspondence and other communications addressed to the Company
in relation to the replacement or transfer of shares of the
Company or otherwise;


(m) receive, record and deal as may be appropriate with probates,
letters of administration, powers of attorney, dividend mandates,
distringas notices, vesting orders, certificates of marriage or
death, notices of change of name and other documents affecting
the title to shares or any dividends payable thereon or affecting
the Register in accordance with the provisions of the Bye-Laws;


(n) dispatch to shareholders of the Company and to the Auditors of
the Company such certificates, cheques, notices, proxies,
reports, financial statements and other written material as may
be requested from time to time by the Company or as may be
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