TAX ALLOCATION AGREEMENT

     AGREEMENT dated December 23, 1996 by and among Guaranty
National Corporation ("Parent") and each of its undersigned
subsidiaries
                                
                           WITNESSETH

     Whereas, the parties hereto are members of an affiliated
group ("Affiliated Group") as defined in Section 1504(a); and
     Whereas, such Affiliated Group will be included in a U.S.
consolidated income tax return for its taxable year 1997; and
     Whereas, it is the intent and desire of the parties hereto
that a method be established for allocating the consolidated tax
liability, including alternative minimum tax, of the Affiliated
Group among its members, for reimbursing the Parent for payment
of such tax liability, for compensating any party for use of its
losses or tax credits, and to provide for the allocation and
payment of any refund arising from a carryback of losses or tax
credits from subsequent taxable years,
     NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, the parties hereto agree as follows:

        1.   A U.S. consolidated income tax return shall be filed
        for the taxable period ended December 31, 1997, and for
        which the Affiliated Group is required or permitted to be
        included in a consolidated tax return.  Each subsidiary
        shall execute and file such consent, elections, and other
        documents that may be required or appropriate for the
        proper filing of such returns.

        2. a.     For the taxable period, each member of the
        Affiliated Group shall compute its separate tax liability
        as if it had filed a separate tax return and shall pay
        such amount to the Parent.

           b.     The separate return tax liability of each
        member shall be computed in a manner consistent with the
        provisions of Regulation 1.1552-1(a)(2)(ii), provided
        that the carryover of any tax attribute from a prior
        taxable year, which is not available in determining the
        consolidated tax liability of the group for the taxable
        period, shall be disregarded.

        3. The Parent and Subsidiaries agree that in the taxable
        year in which a consolidated alternative minimum tax
        liability is imposed on the affiliated group by Section
        55 of the Internal Revenue Code of 1986, the alternative
        minimum tax liability shall be allocated among the
        members in the following manner:

           a.     The consolidated regular federal income tax
        liability of the affiliated group as defined in Section
        55(c) of the Internal Revenue Code of 1986, shall be
        allocated as provided in Paragraph (2) above, and

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           b.     The consolidated alternative minimum tax
        liability shall be allocated to each member whose
        alternative minimum taxable income exceeds its break-even
        alternative minimum taxable income.  The amount of such
        liability allocated to any such member shall be equal to
        the consolidated alternative minimum tax liability
        multiplied by a fraction, the numerator of which is the
        excess of such member's alternative minimum taxable
        income over its break-even alternative minimum taxable
        income, and the denominator of which is the excess of the
        sum of all such members' alternative minimum taxable
        incomes over the sum of their break-even alternative
        minimum taxable incomes over the sum of their break-even
        alternative minimum taxable incomes.  For purposes of
        this Agreement, "break-even alternative minimum taxable
        income" is the amount of alternative minimum taxable
        income at which a member's tentative alternative minimum
        tax liability would equal its regular federal income tax
        liability.

           c.     The amount of a member's minimum tax credit
        under Section 53 of the Internal Revenue Code of 1986
        shall equal its alternative minimum tax liability as
        allocated under this paragraph for all taxable years to
        which this Agreement applies, reduced by the minimum tax
        credit used as provided in Paragraph (4) below.

        4. The Parent and Subsidiaries agree that, in the taxable
        year in which the Affiliated Group reduces its
        consolidated regular federal income tax liability by the
        minimum tax credit provided under Section 53 of the
        Internal Revenue Code of 1986, the amount of such credit
        used attributable to each member is equal to the
        consolidated minimum tax credit multiplied by a fraction,
        the numerator of which is the separate minimum tax credit
        of such member, and the denominator of which is the sum
        of the separate minimum tax credits of all members having
        such credits.

        5. Payment of the consolidated tax liability for the
        taxable period shall include the payment of estimated tax
        installments due for the taxable period, and each
        subsidiary shall pay to the Parent its share of each
        payment within ten days of receiving notice of such
        payment from the Parent, but in no event later than the
        due date for each such payment.  Any amounts paid by a
        subsidiary on account of a separate return or separate
        estimated tax payments which are credited against the
        consolidated tax liability of the Affiliated Group shall
        be included in determining the payments due from such
        subsidiary.  Any overpayment of estimated tax should be
        refunded to the subsidiary within 10 days after the date
        of filing on the consolidated return.

        6. If for the taxable period the separate return
        liability of each member of the Affiliated Group,
        including the Parent, exceeds the consolidated tax
        liability for such period as a result of any excess
        losses or tax credits of one or more members, then the
        Parent shall pay to each such member its allocable
        portion of such excess amount within ten days after the
        date of filing on the consolidated return for such
        period.

        7. If part or all of an unused loss or tax credit is
        allocated to a member of the Affiliated Group pursuant to
        Regulation 1.1502-79, and is carried back or forward to a
        year in which such member filed a separate return or a
        consolidated return with another affiliated group, any
        refund or reduction in tax liability arising from the
        carryback or carryover shall be retained by such member.
        Notwithstanding the above, the Parent shall determine
        whether an election shall be made not to carry back part
        or all of a consolidated net operating loss for the
        taxable year in accordance with Section 172(b)(3)(C).

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        8. If the consolidated tax liability is adjusted for the
        taxable period, whether by means of an amended return,
        claim for refund or after a tax audit by the Internal
        Revenue Service, the liability of each member shall be
        recomputed to give effect to such adjustments, and in the
        case of a refund, the Parent shall make payment to each
        member for its share of the refund, determined in the
        same manner as in paragraph 2 above, within ten days
        after the refund is received by the Parent, and in the
        case of an increase in tax liability, each member shall
        pay to the Parent its allocable share of such increased
        tax liability within ten days after receiving notice of
        such liability from the Parent.

        9. If during the consolidated return period the Parent or
        any subsidiary acquires or organizes another corporation
        that is required to be included in the consolidated
        return, then such corporation shall join in and be bound
        by this agreement.

        10.  This agreement shall apply to the taxable period
        ending December 31, 1997 unless the Parent and the
        subsidiaries agree to terminate the agreement.
        Notwithstanding such termination, this agreement shall
        continue in effect with respect to any payment of refunds
        due for the taxable period ending December 31, 1997.

        11.  This agreement shall be binding upon and inure to
        the benefit of any successor, whether by statutory
        merger, acquisition of assets or otherwise, to any of the
        parties hereto, to the same extent as if the successor
        had been an original party to the agreement.

    In WITNESS WHEREOF, the parties hereto have caused this
agreement to be executed by their duly authorized representatives
on December 23, 1996.


                            Guaranty National Corporation
                              Guaranty National Insurance Company
                              Landmark American Insurance Company
                              Intercon General Agency, Inc.
                              Auto Insurance Centers, Inc.
                              Colorado Casualty Insurance Company
                              Peak Property and Casualty 
                                Insurance Corporation
                              Guaranty National Insurance Company
                                of California
                              Viking Insurance Company of Wisconsin
                              Viking Insurance Holdings, Inc.
                              Viking General Agency, Inc.
                              Guaranty National Warranty Services Company

                              By  s/Shelly J. Hengsteler
                                    Assistant Treasurer